At IAS Part of the Supreme Court of the State of New York, County of New York, at the County Courthouse, 60 Centre Street, New York, New York, on the day of June 2017. PRESENT: HON. Justice of the Supreme Court SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK EATON VANCE MANAGEMENT, AGF FLOATING RATE INCOME FUND, EATON VANCE CDO X PLC, EATON VANCE CLO 2014-1 LTD, DAVINCI REINSURANCE LTD., EATON VANCE FLOATING-RATE INCOME PLUS FUND, EATON VANCE SENIOR FLOATING-RATE TRUST, EATON VANCE FLOATING-RATE INCOME TRUST, EATON VANCE INTERNATIONAL (CAYMAN ISLANDS FLOATING -RATE INCOME PORTFOLIO, EATON VANCE SENIOR INCOME TRUST, EATON VANCE SENIOR INCOME TRUST, EATON VANCE SHORT DURATION DIVERSIFIED INCOME FUND, EATON VANCE INSTITUTIONAL SENIOR LOAN FUND, EATON VANCE LIMITED DURATION INCOME FUND, EATON VANCE FLOATING RATE PORTFOLIO, BRIGHTHOUSE FUNDS TRUST I - BRIGHTHOUSE/EATON VANCE FLOATING RATE PORTFOLIO, PACIFIC SELECT FUND FLOATING RATE LOAN PORTFOLIO, RENAISSANCE INVESTMENT HOLDINGS LTD., COLUMBIA FUNDS VARIABLE SERIES TRUST II - VARIABLE PORTFOLIO - EATON VANCE FLOATING-RATE INCOME FUND, SENIOR DEBT PORTFOLIO, EATON VANCE VT FLOATING RATE INCOME FUND, HIGHLAND CAPITAL MANAGEMENT LP, BRENTWOOD CLO LTD., EASTLAND CLO LTD., GRAYSON CLO, LTD., GREENBRIAR CLO LTD., ROCKWALL II, STRATFORD CLO, LTD., and WESTCHESTER CLO, LTD., -against- Plaintiffs, WILMINGTON SAVINGS FUND SOCIETY, FSB, as ADMINISTRATIVE AGENT and COLLATERAL AGENT, J. CREW GROUP, INC., CHINOS INTERMEDIATE HOLDINGS A, INC., CHINOS INTERMEDIATE HOLDINGS B, INC., J. CREW INDEX NO. [PROPOSED] ORDER TO SHOW CAUSE
INTERNATIONAL, INC., J. CREW OPERATING CORP., J. CREW INC., GRACE HOLMES, INC., H.F.D. NO. 55, INC., MADEWELL INC., J. CREW VIRGINIA, INC., J. CREW INTERNATIONAL CAYMAN LIMITED, J. CREW DOMESTIC BRAND, LLC, J. CREW BRAND HOLDINGS, LLC, J. CREW BRAND INTERMEDIATE, LLC, and J. CREW BRAND, LLC, Defendants. Upon the reading and filing of the Complaint (the Complaint of Plaintiffs, the Plaintiffs Memorandum of Law in Support of the Proposed Order to Show Cause, the Affirmation of Sigmund S. Wissner-Gross, Esq. in Support of the Order to Show Cause, dated June 21, 2017, the Affidavit of Peter Campo in Support of Plaintiffs Order to Show Cause, and the Affidavit of Cameron Baynard in Support of Plaintiffs Order to Show Cause: A. Let the Defendant Wilmington Savings Fund Society, FSB, against whom claims are asserted solely in its capacity as Administrative Agent under a certain Term Loan Agreement, and as Collateral Agent under a certain Security Agreement ( WSFS, and their affiliates and all persons acting on their behalf, under their direction or in combination with them show cause at I.A.S. Part, Room, of this Court to be held at the Courthouse, 60 Centre Street, New York, on the day of, 2017, at o clock _.m. or as soon as the parties to this proceeding may be heard why an order should not be issued pursuant to CPLR 6301, 6311-13 granting a preliminary injunction restraining WSFS from: (i dismissing with prejudice the action captioned J. Crew Group, Inc. v. Wilmington Savings Fund Society, FSB, Index No. 650574/2017 (or any claim asserted therein, which action is now pending before Justice Shirley Werner Kornreich, filed in the Supreme Court for the State of New York (the Agent Litigation ; 2
(ii executing that certain proposed Amendment No. 1 to the Term Loan Agreement or any amendment substantially similar thereto and/or approving or executing the proposed Amended Term Loan Agreement; and (iii in its capacity as Collateral Agent, taking any action or failing to take any action such as would release liens on any Collateral, as that term is defined in the Term Loan Agreement, including, but not limited to, liens on (a the Remaining Trademark Collateral, as that term is defined in the Complaint, (b trademarks, and (c other intellectual property; and B. Let Defendants J. Crew Group, Inc., Chinos Intermediate Holdings A, Inc., Chinos Intermediate Holdings B, Inc., J. Crew International, Inc., J. Crew Operating Corp., J. Crew Inc., Grace Holmes, Inc., H.F.D. No. 55, Inc., Madewell Inc., J. Crew Virginia, Inc., J. Crew International Cayman Limited, J. Crew Domestic Brand, LLC, J. Crew Brand Holdings, LLC, J. Crew Brand Intermediate, LLC, and J. Crew Brand, LLC, (collectively, the J. Crew Defendants, and their affiliates and all persons acting on their behalf, under their direction or in combination with them show cause at the time and place aforementioned why an order not be issued pursuant to CPLR 6301, 6311-13 granting a preliminary injunction restraining the J. Crew Defendants from: (i taking any steps to transfer any intellectual property assets of the Borrower or Guarantors, as those terms are defined in the Term Loan Agreement, including any Collateral and the Remaining Trademark Collateral, as that term is defined in the Complaint; (ii causing Brand, Brand Corp. or Holdings to issue secured notes or other form of debt in exchange for the PIK Notes; 3
(iii causing the issuance by any affiliated entity of notes secured by liens on: (1 the Disposed Trademark Collateral and Domestic Brand s rights under the IP License Agreement, as those terms are defined in the Complaint; (2 other assets of Brand, Brand Corp., Domestic Brand, International Brand, Brand Intermediate and J. Crew International Brand, LLC; or (3 a pledge of the stock of Brand, Brand Corp., Domestic Brand and J. Crew International Brand; (iv taking any steps to effectuate or consummate the PIK Transfer or the Proposed PIK Exchange, as those terms are defined in the Complaint, or otherwise granting liens to any party on the Disposed Trademark Collateral; and good and sufficient cause being demonstrated, it is: ORDERED, that expedited discovery in support of Plaintiffs Order to Show Cause for a preliminary injunction shall be completed no later than the day of, 2017; and it is further ORDERED that, pending the hearing and determination of this Motion, WSFS, its affiliates and all persons acting on its behalf or under its direction are hereby temporarily enjoined and restrained from: (i (ii dismissing with prejudice the Agent Litigation or any claim alleged therein; executing that certain proposed Amendment No. 1 to the Term Loan Agreement or any amendment substantially similar thereto and/or approving or executing the proposed Amended Term Loan Agreement; (iii in its capacity as Collateral Agent, taking any action or failing to take any action such as would release liens on any Collateral, as that term is defined in the Term Loan Agreement, including, but not limited to, liens on (a the Remaining 4
Trademark Collateral, as that term is defined in the Complaint, (b trademarks, and (c other intellectual property; and it is further ORDERED that, pending the hearing and determination of this Motion, the J. Crew Defendants, their affiliates and all persons acting on their behalf or under their direction are hereby temporarily enjoined and restrained from: (i taking any steps to transfer any intellectual property assets of the Borrower or Guarantors, as those terms are defined in the Term Loan Agreement, including any Collateral and the Remaining Trademark Collateral, as that term is defined in the Complaint; (ii causing Brand, Brand Corp. or Holdings to exchange the PIK Notes for $250 million of new 13% senior secured notes, $190 million of 7% preferred stock of Chinos Holdings, Inc. and 15% of the equity of Holdings; (iii causing the issuance by any entity of notes secured by: (1 a first priority lien on the Disposed Trademark Collateral and Domestic Brand s rights under the IP License Agreement, as those terms are defined in the Complaint; (2 a first priority lien on substantially all other assets of Brand, Brand Corp., Domestic Brand, International Brand, Brand Intermediate and J. Crew International Brand, LLC; or (3 a pledge of 100% of the stock of Brand, Brand Corp., Domestic Brand and J. Crew International Brand; and (iv taking any steps to effectuate or consummate the PIK Transfer or the Proposed PIK Exchange, as those terms are defined in the Complaint, or otherwise granting liens to any party on the Disposed Trademark Collateral; and it is further: 5
ORDERED that any papers submitted by Defendants in opposition to this Motion shall be served upon Plaintiffs counsel, Brown Rudnick LLP, Seven Times Square, New York, New York 10036 (Attention: Sigmund S. Wissner-Gross, Esq. by overnight priority mail and electronic mail to swissner-gross@brownrudnick.com on or before, 2017; and it is further ORDERED that any reply papers submitted by Plaintiffs in further support of this motion shall be served upon counsel for WSFS and counsel for the J. Crew Defendants by overnight priority mail and electronic mail on or before, 2017; and it is further ORDERED that service by overnight priority mail and e-mail on counsel for the Defendants of an executed copy of this order, the Complaint and all other papers upon which this order is granted, upon all parties to this proceeding, on or before the day of, 2017 be deemed good and sufficient service. A copy of an affidavit or acknowledgment of service shall be presented to this Court on the return date fixed above. No previous application has been made for the relief requested herein. ENTER J.S.C. 6