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IN the UNITED STATES BANKRUPTCY COURT for the DISTRICT of DELAWARE in Re: FURNITURE FACTORY ULTIMATE HOLDING, L.P., Et Al.,1

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IN the UNITED STATES BANKRUPTCY COURT for the DISTRICT of DELAWARE in Re: FURNITURE FACTORY ULTIMATE HOLDING, L.P., Et Al.,1 Case 20-12816-JKS Doc 453 Filed 08/04/21 Page 1 of 186 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE ) In re: ) Chapter 11 ) FURNITURE FACTORY ULTIMATE ) Case No. 20-12816 (JKS) HOLDING, L.P., et al.,1 ) Debtors. ) (Jointly Administered) ) AFFIDAVIT OF SERVICE I, Adam J. Fialkowski, depose and say that I am employed by Stretto, the claims and noticing agent for the Debtors in the above-captioned cases. On July 30, 2021, at my direction and under my supervision, employees of Stretto caused the following documents to be served via first-class mail on American Freight FFO, LLC, c/o Troutman Pepper Hamilton Sanders LLP, Attn: Matthew R Brooks and Matthew G Roberts at 600 Peachtree Street NE, Suite 3000, Atlanta, GA 30308: • Order (I) Approving the Disclosure Statement; (II) Fixing the Voting Record Date; (III) Approving the Notice and Objection Procedures in Respect of Confirmation of the Plan; (IV) Approving Solicitation Packages and Procedures for Distribution Thereof; (V) Approving the Forms of Ballots and Establishment of Procedures for Voting on the Plan; (VI) Approving the Forms of Notices to Non- Voting Classes Under the Plan; (VII) Fixing the Voting Deadline to Accept or Reject the Plan; and (VIII) Approving Procedures for Vote Tabulations in Connection Therewith (Docket No. 425, Pages 1-13) • First Amended Joint Plan of Liquidation of Furniture Factory Ultimate Holding, L.P. and Its Debtor Affiliates Pursuant to Chapter 11 of the Bankruptcy Code (Docket No. 430) [USB Drive] • Disclosure Statement with Respect to First Amended Joint Plan of Liquidation of Furniture Factory Ultimate Holding, L.P. and Its Debtor Affiliates Pursuant to Chapter 11 of the Bankruptcy Code (Docket No. 431) [USB Drive] • Notice of (I) Approval of the Disclosure Statement; (II) Establishment of the Voting Record Date; (III) Hearing on Confirmation of the Plan and Procedures for Objecting to Confirmation of the Plan; and (IV) Procedures and Deadline for Voting on the Plan (Docket No. 433) __________________________________________________ 1 The Debtors in these chapter 11 cases, along with the last four digits of each of the Debtors’ respective federal tax identification numbers, are as follows: Furniture Factory Ultimate Holding, LP (4089); Furniture Factory Holding, LLC (5055); Furniture Factory Intermediate Holding, LLC (8060); Furniture Factory Outlet, LLC (3952); Furniture Factory Outlet Transportation, Inc. (7131); Bedding Holding, LLC (7744); Bedding Intermediate Holding, LLC (6384); Bedding, LLC (4774). The Debtors’ headquarters and mailing address is: 6500 Jenny Lind Road, Space A, Fort Smith, AR 72908. Case 20-12816-JKS Doc 453 Filed 08/04/21 Page 2 of 186 • [Customized] Class 4: First Lien Credit Agreement Claims Ballot for Accepting or Rejecting First Amended Joint Chapter 11 Plan of Liquidation (Docket No. 425, Pages 28-36) • Business Reply Envelope (Postage Pre-Paid) Furthermore, on July 30, 2021, at my direction and under my supervision, employees of Stretto caused the following documents to be served via first-class mail on the service list attached hereto as Exhibit C: • Order (I) Approving the Disclosure Statement; (II) Fixing the Voting Record Date; (III) Approving the Notice and Objection Procedures in Respect of Confirmation of the Plan; (IV) Approving Solicitation Packages and Procedures for Distribution Thereof; (V) Approving the Forms of Ballots and Establishment of Procedures for Voting on the Plan; (VI) Approving the Forms of Notices to Non- Voting Classes Under the Plan; (VII) Fixing the Voting Deadline to Accept or Reject the Plan; and (VIII) Approving Procedures for Vote Tabulations in Connection Therewith (Docket No. 425, Pages 1-13) • First Amended Joint Plan of Liquidation of Furniture Factory Ultimate Holding, L.P. and Its Debtor Affiliates Pursuant to Chapter 11 of the Bankruptcy Code (Docket No. 430) [USB Drive] • Disclosure Statement with Respect to First Amended Joint Plan of Liquidation of Furniture Factory Ultimate Holding, L.P. and Its Debtor Affiliates Pursuant to Chapter 11 of the Bankruptcy Code (Docket No. 431) [USB Drive] • Notice of (I) Approval of the Disclosure Statement; (II) Establishment of the Voting Record Date; (III) Hearing on Confirmation of the Plan and Procedures for Objecting to Confirmation of the Plan; and (IV) Procedures and Deadline for Voting on the Plan (Docket No. 433) • [Customized] Class 5: 2019 Credit Agreement Claims Ballot for Accepting or Rejecting First Amended Joint Chapter 11 Plan of Liquidation (Docket No. 425, Pages 38-46 • [Customized] Class 6: Grid Note Claims Ballot for Accepting or Rejecting First Amended Joint Chapter 11 Plan of Liquidation (Docket No. 425, Pages 48-56) • Business Reply Envelope (Postage Pre-Paid) [SPACE LEFT INTENTIONALLY BLANK] Case 20-12816-JKS Doc 453 Filed 08/04/21 Page 3 of 186 Furthermore, on July 30, 2021, at my direction and under my supervision, employees of Stretto caused the following documents to be served via first-class mail on the service list attached hereto as Exhibit D: • Order (I) Approving the Disclosure Statement; (II) Fixing the Voting Record Date; (III) Approving the Notice and Objection Procedures in Respect of Confirmation of the Plan; (IV) Approving Solicitation Packages and Procedures for Distribution Thereof; (V) Approving the Forms of Ballots and Establishment of Procedures for Voting on the Plan; (VI) Approving the Forms of Notices to Non- Voting Classes Under the Plan; (VII) Fixing the Voting Deadline to Accept or Reject the Plan; and (VIII) Approving Procedures for Vote Tabulations in Connection Therewith (Docket No. 425, Pages 1-13) • First Amended Joint Plan of Liquidation of Furniture Factory Ultimate Holding, L.P. and Its Debtor Affiliates Pursuant to Chapter 11 of the Bankruptcy Code (Docket No. 430) [USB Drive] • Disclosure Statement with Respect to First Amended Joint Plan of Liquidation of Furniture Factory Ultimate Holding, L.P. and Its Debtor Affiliates Pursuant to Chapter 11 of the Bankruptcy Code (Docket No. 431) [USB Drive] • Notice of (I) Approval of the Disclosure Statement; (II) Establishment of the Voting Record Date; (III) Hearing on Confirmation of the Plan and Procedures for Objecting to Confirmation of the Plan; and (IV) Procedures and Deadline for Voting on the Plan (Docket No. 433) • [Customized] Class 7: General Unsecured Claims Ballot for Accepting or Rejecting First Amended Joint Chapter 11 Plan of Liquidation (Docket No. 425, Pages 58-66) • Business Reply Envelope (Postage Pre-Paid) Furthermore, on July 30, 2021, at my direction and under my supervision, employees of Stretto caused the following documents to be served via first-class mail on the service list attached hereto as Exhibit E: • First Amended Joint Plan of Liquidation of Furniture Factory Ultimate Holding, L.P. and Its Debtor Affiliates Pursuant to Chapter 11 of the Bankruptcy Code (Docket No. 430) [USB Drive] • Disclosure Statement with Respect to First Amended Joint Plan of Liquidation of Furniture Factory Ultimate Holding, L.P. and Its Debtor Affiliates Pursuant to Chapter 11 of the Bankruptcy Code (Docket No. 431) [USB Drive] [SPACE LEFT INTENTIONALLY BLANK] Case 20-12816-JKS Doc 453 Filed 08/04/21 Page 4 of 186 • Notice of (I) Approval of the Disclosure Statement; (II) Establishment of the Voting Record Date; (III) Hearing on Confirmation of the Plan and Procedures for Objecting to Confirmation of the Plan; and (IV) Procedures and Deadline for Voting on the Plan (Docket No. 433) • Notice of Non-Voting Status to Unimpaired Classes (Attached hereto as Exhibit A) Furthermore, on July 30, 2021, at my direction and under my supervision, employees of Stretto caused the following documents to be served via first-class mail on Furniture Factory Outlet at 6500 Jenny Lind Rd, Fort Smith, AR 72908: • First Amended Joint Plan of Liquidation of Furniture Factory Ultimate Holding, L.P. and Its Debtor Affiliates Pursuant to Chapter 11 of the Bankruptcy Code (Docket No. 430) [USB Drive] • Disclosure Statement with Respect to First Amended Joint Plan of Liquidation of Furniture Factory Ultimate Holding, L.P. and Its Debtor Affiliates Pursuant to Chapter 11 of the Bankruptcy Code (Docket No. 431) [USB Drive] • Notice of (I) Approval of the Disclosure Statement; (II) Establishment of the Voting Record Date; (III) Hearing on Confirmation of the Plan and Procedures for Objecting to Confirmation of the Plan; and (IV) Procedures and Deadline for Voting on the Plan (Docket No. 433) • Notice of Non-Voting Status to Impaired Classes Not Entitled to Vote (Attached hereto as Exhibit B) Furthermore, on July 30, 2021, at my direction and under my supervision, employees of Stretto caused the following documents to be served via first-class mail on the service list attached hereto as Exhibit F: • Order (I) Approving the Disclosure Statement; (II) Fixing the Voting Record Date; (III) Approving the Notice and Objection Procedures in Respect of Confirmation of the Plan; (IV) Approving Solicitation Packages and Procedures for Distribution Thereof; (V) Approving the Forms of Ballots and Establishment of Procedures for Voting on the Plan; (VI) Approving the Forms of Notices to Non- Voting Classes Under the Plan; (VII) Fixing the Voting Deadline to Accept or Reject the Plan; and (VIII) Approving Procedures for Vote Tabulations in Connection Therewith (Docket No. 425, Pages 1-13) • First Amended Joint Plan of Liquidation of Furniture Factory Ultimate Holding, L.P. and Its Debtor Affiliates Pursuant to Chapter 11 of the Bankruptcy Code (Docket No. 430) [SPACE LEFT INTENTIONALLY BLANK] Case 20-12816-JKS Doc 453 Filed 08/04/21 Page 5 of 186 Case 20-12816-JKS Doc 453 Filed 08/04/21 Page 6 of 186 Exhibit A Case 20-12816-JKS Doc 453 Filed 08/04/21 Page 7 of 186 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE ) In re: ) Chapter 11 ) FURNITURE FACTORY ULTIMATE ) Case No. 20-12816 (JKS) HOLDINGS, L.P., et al.,1 ) Debtors.
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