NINE WEST

HOLDINGS,
INC.
Law
Involved:
Chapter 11,
Bankruptcy
Code (11
U.S.C. Secs.
101-1532, as
amended, and
its rules and
regulations) –
Voluntary
Petition by
Non-
Individual
1. Identi
fication of debtor, its principal activities, and addresses
a. Debtor – Nine West Holdings, Inc. and its business segments
b. Principal Business – leading Jeanswear, women’s apparel, accessories, and
licensing company with a portfolio of brands; wholesale partner to major U.S.
and international retailers
b.i. Business Segments:
b.i.1. Nine West Group
b.i.2. One Jeanswear Group
b.i.3. Kasper Group
b.i.4. Anne Klein
b.i.5. The Jewelry Group
b.ii. In the aggregate, over 80 percent of the Debtors’ sales come from
wholesale distribution and sales to department stores, off-price
retailers, and mass merchants. The Debtors’ customers are comprised
of a diverse array of big box retailers, off-price retailers, well-known
department stores, and, increasingly, e-commerce companies.
c. Address – 1411 Broadway, 22nd floor, New York, NY 10018-3471
2. Cause of insolvency/inability to pay obligations as they become due 1
a. Unprecedented systematic economic headwinds affecting brick-and-mortar
retailers
b. Difficult department store environment in the U.S.
1From Declaration of Ralph Schipani, Interim CEO of NWHI, in Support of Debtors’ Chapter 11 Petitions and
First Day Motions
 c. issues within their footwear and handbag business, including product quality
problems, lack of fashion-forward products, and design missteps
c.i. lengthy development cycle and the nature of the business did not
allow the time for their operating performance within footwear and
handbags to improve
d. Other businesses’ growth insufficient to offset the negative operating
performance of the debtor’s footwear and handbag businesses

Treatment of Claims Under the Reorganization Plan

Type of Claim Schedule of Payment
DIP Claim 2 Full payment in cash as of Effectivity Date 3,
unless lenders otherwise agreed, and subject
($142.95million)
to the DIP Order
Allowed Administrative Claims 4 Full payment in Cash of unpaid portion of such
Allowed 5Administrative Claim in accordance
($0.03million)
with the following:

2Wells Fargo Bank, National Association in its capacity as administrative agent and collateral agent and as
FILO Agent under the DIP ABL/FILO Credit Agreement, together with its respective successors and assigns in
such capacities. (p. 21, no. 64)
3Date that is the first Business Day after the Confirmation Date on which (a) the conditions precedent
specified in Article IX.A of the Plan have been satisfied or waived in accordance with Article IX.B of the Plan
and (b) no stay of the Confirmation Order is in effect, which shall be the day Consummation occurs. (p. 22, no.
89)
4P. 39

5Except as otherwise provided in the Plan: (a) any Claim that is evidenced by a Proof of Claim which is or has
been timely Filed by the Claims Bar Date or the Administrative Claims Bar Date, as appropriate, or that is not
required to be evidenced by a Filed Proof of Claim under the Bankruptcy Code or a Final Order; (b) a Claim
that is listed in the Schedules as not contingent, not unliquidated, and not disputed, and for which no Proof of
Claim, as applicable, has been timely Filed; or (c) a Claim Allowed pursuant to the Plan or a Final Order of the
Bankruptcy Court; provided that with respect to a Claim described in clauses (a) and (b) above, such Claim
shall be considered Allowed only if and to the extent that, with respect to such Claim, no objection to the
allowance thereof has been interposed within the applicable period of time fixed by the Plan, the Bankruptcy
Code, the Bankruptcy Rules, or the Bankruptcy Court, or such an objection is so interposed and the Claim, as
applicable, shall have been Allowed by a Final Order. (p. 16-17, no. 21)
 1. if Allowed on or prior to the Effective
Date - no later than 30 days after the
Effective Date or as soon as reasonably
practicable thereafter (or, if not then
due, when such Allowed
Administrative Claim is due or as soon
as reasonably practicable thereafter);
2. if not Allowed as of the Effective Date -
no later than 30 days after the date on
which an order Allowing such
Administrative Claim becomes a Final,
or as soon as reasonably practicable
thereafter;
3. if based on liabilities incurred by the
Debtors in the ordinary course of their
business after the Petition Date, in
accordance with the terms and
conditions of the particular
transaction or course of business
giving rise to such Allowed
Administrative Claim – no need for
further action by the holder of such
Allowed Administrative Claim;
4. at such time and upon such terms as
may be agreed upon by the holder of
such Allowed Administrative Claim
and the Debtors or the Reorganized
Debtors, as applicable; or
5. at such time and upon such terms as
set forth in a Final Order of the
Bankruptcy Court.
Professional Fee Claims Pay the amount of the Allowed Professional
Fee Claims owing to the Professionals in Cash
($0.81million, in combination with other
to such Professionals, including from funds
secured claims)
held in the Professional Fee Escrow Account
when such Professional Fee Claims are
Allowed by entry of an order of the Bankruptcy
Court.
Post-Confirmation Fees and Expenses Except as otherwise specifically provided in
the Plan, from and after the Confirmation Date,
the Debtors shall, in the ordinary course of
 business and without any further notice to or
action, order, or approval of the Bankruptcy
Court, pay in Cash the reasonable and
documented legal, professional, or other fees
and expenses related to implementation of the
Plan and Consummation incurred by the
Debtors, the Reorganized Debtors, or the
Committee; within 10 business days after
submission of detailed invoice to Debtors
Priority Tax Claims Shall be treated in accordance with the terms
set forth in section 1129(a)(9)(C) of the
($1.09million)
Bankruptcy Code
Other Priority Claims 1. Payment in full in Cash of the unpaid
portion of its Other Priority Claim on
($0.19million) the later of the Effective Date and such
date such Other Priority Claim becomes
an Allowed Other Priority Claim; or
2. Such other treatment rendering such
Holder’s Allowed Other Priority Claim
Unimpaired.
Other Security Claims 1. Payment in full in Cash of the unpaid
portion of such holder’s Allowed Other
Secured Claim on the later of the
Effective Date and such date such Other
Secured Claim becomes an Allowed
Other Secured Claim;
2. Reinstatement of such holder’s Allowed
Other Secured Claim;
3. The applicable Debtor’s interest in the
collateral securing such holder’s Other
Secured Claim; or
4. Such other treatment rendering such
holder’s Allowed Other Secured Claim
Unimpaired.
Secured Tax Claims 1. Full payment in cash on or before
Effective date or when Allowed; or
2. Equal semi-annual Cash payments
continuing for five years from the
Petition Date, in an aggregate amount
equal to such Allowed Secured Tax
Claim, together with interest at the
applicable rate under non-bankruptcy
law, subject to the option of the
 Reorganized Debtors to prepay the
entire amount of such Allowed Secured
Tax Claim during such time period.
Secured Term Loan Claims Full payment on or before Effective date,
unless otherwise agreed
($432.80million)
Unsecured Term Loan Claims Except to the extent that a holder of an
Allowed Unsecured Term Loan Claim agrees to
($305.10 million total for all unsecured less favorable treatment, in full and final
loans) satisfaction, settlement, release, and discharge
of and in exchange for each Allowed Unsecured
Term Loan Claim, each such holder of an
Allowed Unsecured Term Loan Claim shall
receive its Pro Rata share of:
1. 91.5% of the New Common Stock,
subject to dilution by the Management
Incentive Plan and the New Warrants;
2. $16,250,000 in Cash from the Equity
Holders Settlement Proceeds;
3. $3,700,000 from the Debtors;
4. Cash in an amount equal to the
Administrative Expense Savings; and
5. Cash from the Professional Fee Savings
in excess of $5,000,000.
2034 Notes Claims 6 Except to the extent that a holder of an
Allowed 2034 Notes Claim agrees to less
($256 million) favorable treatment, in full and final
satisfaction, settlement, release, and discharge
of and in exchange for each Allowed 2034
Notes Claim, each such holder of an Allowed
2034 Notes Claim shall receive:

its Pro Rata share (based on the aggregate

amount of Allowed Claims in Classes 5B, 5C,
and 5D) of:
1. $48,750,000 in Cash from the Equity
Holders Settlement Proceeds;
2. the first $5,000,000 in Cash from the
Professional Fee Savings;
3. $24,400,000 in Cash from the Debt;
6all Claims against NWHI arising under, derived from, or based on the 2034 Notes Indenture (Indenture,
dated as of November 22, 2004, by and between NWHI, as issuer, and Wilmington Savings Fund Society, FSB
as indenture trustee, providing for 6.125% senior unsecured notes due 2034, as amended, restated,
supplemented, or otherwise modified from time to time prior to the Petition Date) [p. 15, nos. 7-8]
 4. $12,500,000 in Cash from the Debtors
less any amounts paid pursuant to any
order approving the Ad Hoc Group of
Unsecured Noteholders Substantial
Contribution Motion;
5. 7.981% of the New Common Stock,
subject to dilution by the Management
Incentive Plan and the New Warrants;
and
6. the New Warrants; and
Either:
1. Consideration consisting of:
a. its Pro Rata share of the Class I
Non-Released Party Trust
Interests; and
b. its Pro Rata share (based on (A)
an Allowed 2034 Notes Claim in
the amount of $319,996,745, (B)
the Allowed Claims in Class 5C,
and (C) the Allowed Claims in
Class 5D) of the Class II Non-
Released Party Trust Interests;
or
2. Solely to the extent that such holder is
not a member of the Ad Hoc Group of
Unsecured Noteholders, the Cash-Out
Option to the extent such holder timely
elects to receive the Cash-Out Option.
2019 Notes Claims Except to the extent that a holder of an
Allowed 2019 Notes Claim agrees to less
($475.91 million) favorable treatment, in full and final
satisfaction, settlement, release, and discharge
of and in exchange for each Allowed 2019
Notes Claim, each such holder of an Allowed
2019 Notes Claim shall receive:
1. its Pro Rata share (based on the
aggregate amount of Allowed Claims in
Classes 5B, 5C, and 5D) of:
a. $48,750,000 in Cash from the
Equity Holders Settlement
Proceeds;
b. the first $5,000,000 in Cash from
the Professional Fee Savings;
c. $24,400,000 in Cash from the
Debtors;
 d. $12,500,000 in Cash from the
Debtors less any amounts paid
pursuant to any order approving
the Ad Hoc Group of Unsecured
Noteholders Substantial
Contribution Motion;
e. 7.981% of the New Common
Stock, subject to dilution by the
Management Incentive Plan and
the New Warrants; and
f. the New Warrants; and
2. Either:
a. its Pro Rata share (based on (A)
an Allowed 2034 Notes Claim in
the amount of $319,996,745, (B)
the Allowed Claims in Class 5C,
and (C) the Allowed Claims in
Class 5D) of the Class II Non-
Released Party Trust Interests;
or
b. solely to the extent that such
holder is not a member of the Ad
Hoc Group of Unsecured
Noteholders, the Cash-Out
Option to the extent such holder
timely elects to receive the Cash-
Out Option.
General Unsecured Claims Against NWHI Except to the extent that a holder of an
Allowed General Unsecured Claim in Class 5D
($305.10 million total for all unsecured agrees to less favorable treatment, in full and
loans) final satisfaction, settlement, release, and
discharge of and in exchange for each Allowed
General Unsecured Claim in Class 5D, each
such holder of an Allowed General Unsecured
Claim in Class 5D shall receive:
1. its Pro Rata share (based on the
aggregate amount of Allowed Claims in
Classes 5B, 5C, and 5D) of:
a. $48,750,000 in Cash from the
Equity Holders Settlement
Proceeds;
b. the first $5,000,000 in Cash from
the Professional Fee Savings;
c. $24,400,000 in Cash from the
Debtors;
 d. $12,500,000 in Cash from the
Debtors less any amounts paid
pursuant to any order approving
the Ad Hoc Group of Unsecured
Noteholders Substantial
Contribution Motion;
e. 7.981% of the New Common
Stock, subject to dilution by the
Management Incentive Plan and
the New Warrants; and
f. the New Warrants; and
2. Either:
a. its Pro Rata share (based on (A)
an Allowed 2034 Notes Claim in
the amount of $319,996,745, (B)
the Allowed Claims in Class 5C,
and (C) the Allowed Claims in
Class 5D) of the Class II Non-
Released Party Trust Interests;
or
b. solely to the extent that such
holder is not a member of the Ad
Hoc Group of Unsecured
Noteholders, the Cash-Out
Option to the extent such holder
timely elects to receive the Cash-
Out Option.
Intercompany Claims On the Effective Date, all Intercompany Claims
shall be, as determined by the Debtors with the
reasonable consent of the Requisite Unsecured
Lenders, either: (i) Reinstated, (ii) converted to
equity, or (iii) cancelled and shall receive no
distribution on account of such Claims and
may be compromised, extinguished, or settled
after the Effective Date.
Interests in Holdings On the Effective Date, all Interests in Holdings
will be discharged, cancelled, released, and
extinguished, and will be of no further force or
effect, and holders of Interests in Holdings will
not receive any distribution on account of such
Interests in Holdings.
Intercompany Interests On the Effective Date, Intercompany Interests
shall be, as determined by the Debtors with the
reasonable consent of the Requisite Unsecured
Lenders, either: (i) Reinstated, or (ii)
 discharged, cancelled, released, and
extinguished as of the Effective Date, and will
be of no further force or effect, and holders of
Intercompany Interests will not receive any
distribution on account of such Intercompany
Interests.
Section 510(b) Claims Allowed Section 510(b) Claims, if any, shall be
discharged, cancelled, released, and
extinguished as of the Effective Date, and will
be of no further force or effect, and holders of
Allowed Section 510(b) Claims will not receive
any distribution on account of such Allowed
Section 510(b) Claims.

REHABILITATION PLAN

The reorganized debtors of the Nine West Holdings Corporation, pursuant to

Chapter 11 of the Bankruptcy code of the United States of America submit hereto that;

It will fund distributions and other sources and uses contemplated by the Plan with;

(1) Cash and Cash Equivalents

(2) Accounts Receivable

(3) Inventory

(4) Property, Plant, and Equipment (“PPE

(5) Intangibles

(6) Other Assets

(7) Intercompany Claims

(8) Estate Actions Proceeds

(9) Non-Debtors

(10) Nine West Canada Secured and Unsecured Notes

Note: The amounts indicated herein shall be understood as in Millions.

Through the reorganization plan, the secured, unsecured and other secured
claims can be paid based on the projection plan and the current satisfaction of the
payments of other creditors who hold credit against Nine West.

Likewise, in the projection plan from 2018-2022, Nine West Holdings

Incorporated can earn more than 100 Million USD per quarter based on the
consolidated average quarterly forecast as projected below:
 A. ACTUAL FORECAST FY Q1 2018
Management EBITDA $72.9

B. FORECAST FY 2019
Management EBITDA $95.5

C. FORECAST FY 2020
Management EBITDA $102.6

D. FORECAST FY 2021
Management EBITDA $109.5

E. FORECAST FY Q1 2022
Management EBITDA $114.8

Which then will result to the payment and satisfaction of all its creditors if it
still continues its natural course of business.
CONSOLIDATED LIST OF ASSETS

1. OGJ Incorporated
a. Total Assets: $1,281.1M
b. Estimated Recovery
i. High: $315.1M
ii. Low: $266.6M

2. Nine West Holdings Incorporated

a. Total Assets: $467M
b. Estimated Recovery
i. High: $119M
ii. Low: $117.7M

3. Kasper Group
a. Total Assets: $158M
b. Estimated Recovery
 i. High: $87.1M
ii. Low: $72.6M

4. Nine West Development Incorporated

a. Total Assets: $194.2M
b. Estimated Recovery
i. High: $169.7M
ii. Low: $122.2M

5. Nine West Distribution

a. Total Assets: $121.9M
b. Estimated Recovery
i. High: $6.6M
ii. Low: $6.5M

6. NWMS LLC
a. Total Assets: $374.3M
b. Estimated Recovery
i. High: $7.5M
ii. Low: $7.4M

7. NW Jeanswear
a. Total Assets: $57.6M
b. Estimated Recovery
i. High: $1.2M
ii. Low: $1.2M

Total Assets to be Distributed to Creditors:

a. $2,654.1M
Total Assets to be Distributed to Creditors with Estimated Recovery from Assets:
a. High: $706.2M
b. Low: $594.2M
 COMPARISON OF THE AMOUNTS THAT THE CREDITORS MAY RECOVER UNDER THE
REHABILITATION PLAN AND LIQUIDATION
The current working assets of Nine West Holdings is $372 Million. After deducting
the costs of liquidation, carve out and administrative claims, the estimated net proceeds is
only $303.1 Million from which all classes of allowed claims shall be distributed.

TOTAL ASSETS: $372

Cost of Liquidation:
Wind Down Costs $18.3
Chapter 7 Trustee Fee $9.8
Chapter 7 Professionals $2.8
SUBTOTAL: $31.0

Carve Out
US Trustee Fees $ 0.5
Chapter 7 Trustee Carve Out $ 0.1
Post Carve Out Trigger Notice Cap $1.3
Allowed Professional Fees $ 0.81
SUBTOTAL: $14.9

Administrative Claims $0.03

Priority Tax Claims $1.09

Other Priority Claims $0.19

TOTAL LIQUIDATION PROCEEDS $324.00

 The total number of claims from creditors are as follows:
Secured Term Loan Claims: $432.80 M
General Unsecured Term Loan Claims $305.10 M
TOTAL $ 737.9 M

If the rehabilitation plan would be approved, the creditors will recover much more
than if it were be liquidated.

COMPARISON OF AMOUNTS RECOVERABLE BY CREDITORS

LIQUIDATION REHABILITATION

SECURED CREDITORS -$108.8 M $423.80

GENERAL UNSECURED $0.00 $305.00

CREDITORS