IN THE UNITED STATES BANKRUPTCY COURT FOR THE …omnimgt.com/cmsvol2/pub_47223/651351_171.pdf ·...

KE 50880750

IN THE UNITED STATES BANKRUPTCY COURTFOR THE DISTRICT OF DELAWARE

)In re: ) Chapter 11

)CHARMING CHARLIE HOLDINGS INC., et al.,1 )

)Case No. 17-12906 (CSS)

)Debtors. ) (Jointly Administered)

)

DEBTORS’ APPLICATION FOR ENTRYOF AN ORDER AUTHORIZING THE RETENTION AND EMPLOYMENT

OF KIRKLAND & ELLIS LLP AND KIRKLAND & ELLIS INTERNATIONALLLP AS ATTORNEYS FOR THE DEBTORS AND DEBTORS IN POSSESSION

EFFECTIVE NUNC PRO TUNC TO THE PETITION DATE

The above-captioned debtors and debtors in possession (collectively, the “Debtors”) file

this application (this “Application”) for the entry of an order (the “Order”), substantially in the

form attached hereto as Exhibit A, authorizing the Debtors to retain and employ Kirkland & Ellis

LLP and Kirkland & Ellis International LLP (collectively, “Kirkland”) as their attorneys

effective nunc pro tunc to the Petition Date (as defined herein). In support of this Application, the

Debtors submit the declaration of Joshua A. Sussberg, the president of Joshua A. Sussberg, P.C.,

a partner of Kirkland & Ellis LLP, and a partner of Kirkland & Ellis International LLP (the

“Sussberg Declaration”), which is attached hereto as Exhibit B and the declaration of Robert

Adamek, the Senior Vice President and Chief Financial Officer of Charming Charlie Holdings

Inc., which is attached hereto as Exhibit C (the “Adamek Declaration”). In further support of this

Application, the Debtors respectfully state as follows.

1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number, include: Charming Charlie Canada LLC (0693); Charming Charlie Holdings Inc. (6139); Charming Charlie International LLC (5887); Charming Charlie LLC (0263); Charming Charlie Manhattan LLC (7408);Charming Charlie USA, Inc. (3973); and Poseidon Partners CMS Inc. (3302). The location of the Debtors’ service address is: 5999 Savoy Drive, Houston, Texas 77036.

Case 17-12906-CSS Doc 171 Filed 12/21/17 of 12

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Jurisdiction and Venue

1. The United States Bankruptcy Court for the District of Delaware (the “Court”) has

jurisdiction over this matter pursuant to 28 U.S.C. §§ 157 and 1334. This matter is a core

proceeding within the meaning of 28 U.S.C. § 157(b)(2), and the Debtors confirm their consent

pursuant to rule 9013-1(f) of the Local Rules of Bankruptcy Practice and Procedure of the United

States Bankruptcy Court for the District of Delaware (the “Local Bankruptcy Rules”) to the entry

of a final order by the Court in connection with this Application to the extent that it is later

determined that the Court, absent consent of the parties, cannot enter final orders or judgments in

connection herewith consistent with Article III of the United States Constitution.

2. Venue is proper pursuant to 28 U.S.C. §§ 1408 and 1409.

3. The statutory bases for the relief requested herein are sections 327(a) and 330 of title

11 of the United States Code, 11 U.S.C. §§ 101–1532 (the “Bankruptcy Code”), Rules 2014(a) and

2016 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), and Local

Bankruptcy Rules 2014-1 and 2016-1.

Background

4. On December 11, 2017 (the “Petition Date”), each of the Debtors filed a voluntary

petition for relief under chapter 11 of the Bankruptcy Code. The Debtors are operating their

businesses and managing their properties as debtors in possession pursuant to section 1107(a) and

1108 of the Bankruptcy Code. On December 13, 2017, the Court entered an order [Docket No.

90] authorizing the joint administration and procedural consolidation of the chapter 11 cases

pursuant to Bankruptcy Rule 1015(b). No entity has requested the appointment of a trustee or

examiner in these chapter 11 cases. On December 19, 2017, the United States Trustee for the

District of Delaware (the “U.S. Trustee”) appointed an official committee of unsecured creditors

pursuant to section 1102 of the Bankruptcy Code [Docket No. 149] (the “Creditors’ Committee”).


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5. A description of the Debtors’ businesses, the reasons for commencing the chapter 11

cases, and the relief sought from the Court to allow for a smooth transition into chapter 11 are set

forth in the Declaration of Robert Adamek, Chief Financial Officer of Charming Charlie Holdings

Inc. in Support of Debtors’ Chapter 11 Petitions and First Day Motions (the “First Day

Declaration”), filed on December 11, 2017 [Docket No. 4], incorporated herein by reference.

Relief Requested

6. By this Application, the Debtors seek the entry of the Order authorizing the retention

and employment of Kirkland as their attorneys in accordance with the terms and conditions set

forth in that certain engagement letter between the Debtors and Kirkland effective as of October

16, 2017 (the “Engagement Letter”), a copy of which is attached hereto as Exhibit 1 to Exhibit A

and incorporated herein by reference.

Kirkland’s Qualifications

7. The Debtors seek to retain Kirkland because of Kirkland’s recognized expertise and

extensive experience and knowledge in the field of debtors’ protections, creditors’ rights, and

business reorganizations under chapter 11 of the Bankruptcy Code.

8. Kirkland has been actively involved in major chapter 11 cases and has represented

debtors in many cases, including, among others: In re GST Autoleather, Inc., No. 17-12100 (LSS)

(Bankr. D. Del. Oct. 27, 2017); In re Toys “R” US, Inc. (Bankr. E.D. Va. Sept. 18, 2017); In re

Seadrill Ltd. (Bankr. S.D. Tex. Sept. 12, 2017); In re 21st Century Oncology Holdings, Inc., No.

17-22770 (RDD) (Bankr. S.D.N.Y. July 20, 2017); In re The Gymboree Corp., No. 17-32986

(KLP) (Bankr. E.D. Va. July 11, 2017); In re GenOn Energy, Inc., No. 17-33695 (DRJ) (Bankr.

S.D. Tex. June 14, 2017); In re rue21, Inc., No. 17-22045 (GLT) (Bankr. W.D. Pa. June 1, 2017);

In re Payless Holdings LLC, No. 17-42267 (KAS) (Bankr. E.D. Mo. Apr. 4, 2017); In re BCBG

Max Azria Global Holdings, LLC, No. 17-10466 (SCC) (Bankr. S.D.N.Y. Mar. 29, 2017); In re


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Dex Media, Inc., No. 16-11200 (KG) (Bankr. D. Del. June 8, 2016); In re Emerald Oil, Inc.,

No. 16-10704 (KG) (Bankr. D. Del. May 11, 2016); In re Samson Res. Corp., No. 15-11934 (CSS)

(Bankr. D. Del. Oct. 29, 2015); In re Energy Future Holdings Corp., No. 14-10979 (CSS) (Bankr.

D. Del. Sept. 16, 2014).2

9. In preparing for its representation of the Debtors in these chapter 11 cases, Kirkland

has become familiar with the Debtors’ business and many of the potential legal issues that may

arise in the context of these chapter 11 cases. The Debtors believe that Kirkland is both

well-qualified and uniquely able to represent the Debtors in these chapter 11 cases in an efficient

and timely manner.

Services to be Provided

10. Subject to further order of the Court, and consistent with the Engagement Letter, the

Debtors request the retention and employment of Kirkland to render the following legal services:

a. advising the Debtors with respect to their powers and duties as debtors in possession in the continued management and operation of their businesses and properties;

b. advising and consulting on the conduct of these chapter 11 cases, including all of the legal and administrative requirements of operating in chapter 11;

c. attending meetings and negotiating with representatives of creditors and other parties in interest;

d. taking all necessary actions to protect and preserve the Debtors’ estates, including prosecuting actions on the Debtors’ behalf, defending any action commenced against the Debtors, and representing the Debtors in negotiations concerning litigation in which the Debtors are involved, including objections to claims filed against the Debtors’ estates;

e. preparing pleadings in connection with these chapter 11 cases, including motions, applications, answers, orders, reports, and papers necessary or otherwise beneficial to the administration of the Debtors’ estates;

2 Because of the voluminous nature of the orders cited in this Application, they are not attached to this Application. Copies of these orders are available upon request to Kirkland.


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f. representing the Debtors in connection with obtaining authority to continue using cash collateral and postpetition financing;

g. advising the Debtors in connection with any potential sale of assets;

h. appearing before the Court and any appellate courts to represent the interests of the Debtors’ estates;

i. advising the Debtors regarding tax matters;

j. taking any necessary action on behalf of the Debtors to negotiate, prepare, and obtain approval of a disclosure statement and confirmation of a chapter 11 plan and all documents related thereto; and

k. performing all other necessary legal services for the Debtors in connection with the prosecution of these chapter 11 cases, including: (i) analyzing the Debtors’ leases and contracts and the assumption and assignment or rejection thereof; (ii) analyzing the validity of liens against the Debtors; and (iii) advising the Debtors on corporate and litigation matters.

Professional Compensation

11. Kirkland intends to apply for compensation for professional services rendered on an

hourly basis and reimbursement of expenses incurred in connection with these chapter 11 cases,

subject to the Court’s approval and in compliance with applicable provisions of the Bankruptcy

Code, the Bankruptcy Rules, the Local Bankruptcy Rules, and any other applicable procedures

and orders of the Court. The hourly rates and corresponding rate structure Kirkland will use in

these chapter 11 cases are the same as the hourly rates and corresponding rate structure that

Kirkland uses in other restructuring matters, as well as similar complex corporate, securities, and

litigation matters whether in court or otherwise, regardless of whether a fee application is required.

These rates and the rate structure reflect that such restructuring and other complex matters typically

are national in scope and involve great complexity, high stakes, and severe time pressures.

12. Kirkland operates in a national marketplace for legal services in which rates are

driven by multiple factors relating to the individual lawyer, his or her area of specialization, the

firm’s expertise, performance, and reputation, the nature of the work involved, and other factors.


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13. Kirkland’s current hourly rates for matters related to these chapter 11 cases range as

follows:3

Billing Category4 U.S. RangePartners $965-$1,795

Of Counsel $575-$1,795Associates $575-$1,065

Paraprofessionals $220-$440

14. Kirkland’s hourly rates are set at a level designed to compensate Kirkland fairly for

the work of its attorneys and paraprofessionals and to cover fixed and routine expenses. Hourly

rates vary with the experience and seniority of the individuals assigned. These hourly rates are

subject to periodic adjustments to reflect economic and other conditions.5

15. Kirkland represented the Debtors during the two-month period before the Petition

Date, using the hourly rates set forth in the Sussberg Declaration. Moreover, these hourly rates

are consistent with the rates that Kirkland charges other comparable chapter 11 clients, regardless

of the location of the chapter 11 case.

3 For professionals and paraprofessionals residing outside of the U.S., hourly rates are billed in the applicable currency. When billing a U.S. entity, such foreign rates are converted into U.S. dollars at the then applicable conversion rate. After converting these foreign rates into U.S. dollars, it is possible that certain rates may exceed the billing rates listed in the chart herein.

4 Although Kirkland does not anticipate using contract attorneys during these chapter 11 cases, in the unlikely event that it becomes necessary to use contract attorneys, Kirkland will not charge a markup to the Debtors with respect to fees billed by such attorneys. Moreover, any contract attorneys or non-attorneys who are employed by the Debtors in connection with work performed by Kirkland will be subject to conflict checks and disclosures in accordance with the requirements of the Bankruptcy Code. While the rate ranges provided for in this Application may change if an individual leaves or joins Kirkland, and if any such individual’s billing rate falls outside the ranges disclosed above, Kirkland does not intend to update the ranges for such circumstances.

5 For example, like many of its peer law firms, Kirkland typically increases the hourly billing rate of attorneys andparaprofessionals twice a year in the form of: (i) step increases historically awarded in the ordinary course on the basis of advancing seniority and promotion and (ii) periodic increases within each attorney’s and paraprofessional’s current level of seniority. The step increases do not constitute “rate increases” (as the term is used in the Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed Under 11 U.S.C. § 330 by Attorneys in Larger Chapter 11 Cases, effective November 1, 2013). As set forth in the Order, Kirkland will provide ten business-days’ notice to the Debtors, the U.S. Trustee, and any official committee before implementing any periodic increases, and shall file any such notice with the Court.


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16. The rate structure provided by Kirkland is appropriate and not significantly different

from (a) the rates that Kirkland charges for other similar types of representations or (b) the rates

that other comparable counsel would charge to do work substantially similar to the work Kirkland

will perform in these chapter 11 cases.

17. It is Kirkland’s policy to charge its clients in all areas of practice for identifiable,

non-overhead expenses incurred in connection with the client’s case that would not have been

incurred except for representation of that particular client. It is also Kirkland’s policy to charge

its clients only the amount actually incurred by Kirkland in connection with such items. Examples

of such expenses include postage, overnight mail, courier delivery, transportation, overtime

expenses, computer-assisted legal research, photocopying, airfare, meals, and lodging.

18. To ensure compliance with all applicable deadlines in these chapter 11 cases, from

time to time Kirkland utilizes the services of overtime secretaries. Kirkland charges fees for these

services pursuant to the Engagement Letter, which permits Kirkland to bill the Debtors for

overtime secretarial charges that arise out of business necessity. In addition, Kirkland

professionals also may charge their overtime meals and overtime transportation to the Debtors

consistent with prepetition practices.

19. Kirkland currently charges the Debtors $0.16 per page for standard duplication in its

offices in the United States. Notwithstanding the foregoing and consistent with the Local

Bankruptcy Rules, Kirkland will charge no more than $0.10 per page for standard duplication

services in these chapter 11 cases. Kirkland does not charge its clients for incoming facsimile

transmissions. Kirkland has negotiated a discounted rate for Westlaw computer-assisted legal

research. Computer-assisted legal research is used whenever the researcher determines that using


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Westlaw is more cost effective than using traditional (non-computer assisted legal research)

techniques.

Compensation Received by Kirkland from the Debtors

20. Per the terms of the Engagement Letter, on October 20, 2017, the Debtors paid

$50,000 to Kirkland, which, as stated in the Engagement Letter, constituted an “advance payment

retainer” as defined in Rule 1.15(c) of the Illinois Rules of Professional Conduct and Dowling v.

Chicago Options Assoc., Inc., 875 N.E.2d 1012, 1018 (Ill. 2007). Subsequently, the Debtors paid

to Kirkland additional advance payment retainers totaling $1,152,480.10 in the aggregate. As

stated in the Engagement Letter, any advance payment retainers are earned by Kirkland upon

receipt, any advance payment retainers become the property of Kirkland upon receipt, the Debtors

no longer have a property interest in any advance payment retainers upon Kirkland’s receipt, any

advance payment retainers will be placed in Kirkland’s general account and will not be held in a

client trust account, and the Debtors will not earn any interest on any advance payment retainers.6

A chart identifying the statements setting forth the professional services provided by Kirkland to

the Debtors and the expenses incurred by Kirkland in connection therewith, as well as the advance

payment retainers transferred by the Debtors to Kirkland, prior to the Petition Date is set forth in

the Sussberg Declaration.

21. Pursuant to Bankruptcy Rule 2016(b), Kirkland has neither shared nor agreed to share

(a) any compensation it has received or may receive with another party or person, other than with

6 The Engagement Letter provides that Kirkland may continue to hold any remaining prepetition advance payment retainer during the pendency of a chapter 11 case rather than applying such advance payment retainer to postpetition fees and expenses. Kirkland evaluates whether to retain any remaining prepetition advance payment retainer on a case-by-case basis. In this particular case, Kirkland has elected not to hold any remaining prepetition advance payment retainer but, instead, will apply any remaining advance payment retainer to postpetition fees and expenses as such fees and expenses are allowed by the Court.


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the partners, associates, and contract attorneys associated with Kirkland or (b) any compensation

another person or party has received or may receive.

22. As of the Petition Date, the Debtors did not owe Kirkland any amounts for legal

services rendered before the Petition Date. Although certain expenses and fees may have been

incurred but not yet applied to Kirkland’s advance payment retainers, the amount of Kirkland’s

advance payment retainers always exceeded any amounts listed or to be listed on statements

describing services rendered and expenses incurred (on a “rates times hours” and “dates of

expenses incurred” basis) prior to the Petition Date.

Kirkland’s Disinterestedness

23. To the best of the Debtors’ knowledge and as disclosed herein and in the Sussberg

Declaration, (a) Kirkland is a “disinterested person” within the meaning of section 101(14) of the

Bankruptcy Code, as required by section 327(a) of the Bankruptcy Code, and does not hold or

represent an interest adverse to the Debtors’ estates and (b) Kirkland has no connection to the

Debtors, their creditors, or other parties in interest, except as may be disclosed in the Sussberg

Declaration.

24. Kirkland will review its files periodically during the pendency of these chapter 11

cases to ensure that no conflicts or other disqualifying circumstances exist or arise. If any new

relevant facts or relationships are discovered or arise, Kirkland will use reasonable efforts to

identify such further developments and will promptly file a supplemental declaration, as required

by Bankruptcy Rule 2014(a).

Supporting Authority

25. The Debtors seek retention of Kirkland as their attorneys pursuant to section 327(a)

of the Bankruptcy Code, which provides that a debtor, subject to Court approval:


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[M]ay employ one or more attorneys, accountants, appraisers, auctioneers, or other professional persons, that do not hold or represent an interest adverse to the estate, and that are disinterested persons, to represent or assist the [debtor] in carrying out the [debtor]’s duties under this title.

11 U.S.C. § 327(a).

26. Bankruptcy Rule 2014(a) requires that an application for retention include:

[S]pecific facts showing the necessity for the employment, the name of the [firm] to be employed, the reasons for the selection, the professional services to be rendered, any proposed arrangement for compensation, and, to the best of the applicant’s knowledge, all of the [firm’s] connections with the debtor, creditors, any other party in interest, their respective attorneys and accountants, the United States trustee, or any person employed in the office of the United States trustee.

Fed. R. Bankr. P. 2014.

27. The Debtors submit that for all the reasons stated above and in the Sussberg

Declaration, the retention and employment of Kirkland as counsel to the Debtors is warranted.

Further, as stated in the Sussberg Declaration, Kirkland is a “disinterested person” within the

meaning of section 101(14) of the Bankruptcy Code, as required by section 327(a) of the

Bankruptcy Code, and does not hold or represent an interest adverse to the Debtors’ estates and

has no connection to the Debtors, their creditors, or other parties in interest, except as may be

disclosed in the Sussberg Declaration.

Notice

28. The Debtors have provided notice of this Application to the following parties: (a)

the Office of the U.S. Trustee for the District of Delaware; (b) the holders of the 50 largest

unsecured claims against the Debtors (on a consolidated basis); (c) proposed counsel to the

Creditors’ Committee, if known as of the date hereof; (d) the DIP ABL Agent and the Prepetition

ABL Agent; (e) the DIP Term Loan Agent; (f) counsel to the Ad Hoc Group of Term Loan


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Lenders; (g) the United States Attorney’s Office for the District of Delaware; (h) the Internal

Revenue Service; (i) the United States Securities and Exchange Commission; (j) the state attorneys

general for all states in which the Debtors conduct business; (k) counsel to certain majority equity

holders for Debtor Charming Charlie Holdings Inc.; and (l) any party that requests service pursuant

to Bankruptcy Rule 2002. A copy of this Application is also available on the website of the

Debtors’ notice and claims agent at http://www.omnimgt.com/charmingcharlie. In light of the

nature of the relief requested, the Debtors submit that no other or further notice is required.

No Prior Request

29. No prior request for the relief sought in this Application has been made to this or any

other court.

[Remainder of Page Intentionally Left Blank]


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WHEREFORE, the Debtors respectfully request that the Court enter the Order,

substantially in the form attached hereto as Exhibit A, granting the relief requested herein and

granting such other relief as is just and proper.

Dated: December 21, 2017 /s/ Robert AdemekWilmington, Delaware Robert Ademek

Charming Charlie Holdings Inc.Senior Vice President and Chief Financial Officer


PHIL1 6700895v.1




)Case No. 17-12906 (CSS)

)Debtors. ) (Jointly Administered)

)

NOTICE OF DEBTORS’ APPLICATION FOR ENTRY OF AN ORDER AUTHORIZING THE RETENTION AND EMPLOYMENT

OF KIRKLAND & ELLIS LLP AND KIRKLAND & ELLIS INTERNATIONAL LLP AS ATTORNEYS FOR THE DEBTORS AND DEBTORS IN

POSSESSION EFFECTIVE NUNC PRO TUNC TO THE PETITION DATE

PLEASE TAKE NOTICE that on December 21, 2017 the above-captioned debtors and

debtors in possession (the “Debtors”) filed the Debtors’ Application for Entry of an Order

Authorizing the Retention and Employment of Kirkland & Ellis LLP and Kirkland & Ellis

International LLP as Attorneys for the Debtors and Debtors in Possession Effective Nunc Pro

Tunc to the Petition Date (the “Application”) with the United States Bankruptcy Court for the

District of Delaware, 824 North Market Street, 3rd Floor, Wilmington, Delaware 19801 (the

“Court”). A copy of the Application is attached hereto.

PLEASE TAKE FURTHER NOTICE that any responses to the Application must be in

writing and filed with the Clerk of the Bankruptcy Court, 824 Market Street, Third Floor,

Wilmington, Delaware 19801, and served upon the undersigned, so as to be received on or

before 4:00 p.m., prevailing Eastern Time, on January 4, 2018.

1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number, include: Charming Charlie Canada LLC (0693); Charming Charlie Holdings Inc. (6139); Charming Charlie International LLC (5887); Charming Charlie LLC (0263); Charming Charlie Manhattan LLC (7408); Charming Charlie USA, Inc. (3973); and Poseidon Partners CMS, Inc. (3302). The location of the Debtors’ service address is: 6001 Savoy Drive, Houston, Texas 77036.

Case 17-12906-CSS Doc 171-1 Filed 12/21/17 Page 1 of 4

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PHIL1 6700895v.1

PLEASE TAKE FURTHER NOTICE that at the same time, you must also serve a

copy of the response or objection upon: (a) the Debtors, 6001 Savoy Drive, Houston Texas

77036, Attn: Melissa Boughton; (b) proposed counsel to the Debtors, Kirkland & Ellis LLP, 601

Lexington Avenue, New York, New York 10022, Attn: Joshua A. Sussberg, P.C. and Aparna

Yenamandra and Kirkland & Ellis LLP, 300 North LaSalle Street, Chicago, Illinois 60654, Attn:

James H.M. Sprayregen, P.C.; (c) proposed co-counsel to the Debtors, Klehr Harrison Harvey

Branzburg LLP, 919 N. Market Street, Suite 1000, Wilmington, Delaware 19801, Attn: Domenic

E. Pacitti and Michael Yurkewicz and Morton Branzburg, Klehr Harrison Harvey Branzburg

LLP, 1835 Market Street, Suite 1400, Philadelphia, PA 19103; (d) the Office of the United States

Trustee for the District of Delaware, Caleb Boggs Federal Building, 844 King Street, Suite 2207,

Lockbox 35, Wilmington, Delaware 19801, Attn: Richard Schepacarter (e) counsel to the official

committee of unsecured creditors appointed in these chapter 11 cases; (f) counsel to the DIP

ABL Agent and the Prepetition ABL Agent, Morgan, Lewis & Bockius LLP, One Federal St.,

Boston, Massachusetts 02110, Attn: Julia Frost-Davies and Amelia C. Joiner and Richards,

Layton & Finger, P.A., 920 North King Street, Wilmington, Delaware 19801, Attn: Mark D.

Collins and David T. Queroli; (g) counsel to the DIP Term Loan Agent, Covington & Burling

LLP, 620 Eighth Avenue, New York, New York 10018, Attn: Ronald Hewitt and Pepper

Hamilton LLP, Hercules Plaza, Suite 5100, 1313 Market Street, P.O. Box 1709, Wilmington,

Delaware 19899, Attn: David Fournier; and (h) counsel to the Ad Hoc Group of Term Loan

Lenders, Paul, Weiss, Rifkind Wharton & Garrison LLP, 1285 Avenue of the Americas, New

York, New York 10019, Attn: Jeff Saferstein, Adam Denhoff, and Sharad Thaper and Young

Conaway Stargatt & Taylor, LLP, Rodney Square, 1000 North King Street, Wilmington,

Delaware 19801, Attn: Pauline K. Morgan and M. Blake Cleary.


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PHIL1 6700895v.1

PLEASE TAKE FURTHER NOTICE THAT IF YOU FAIL TO RESPOND IN

ACCORDANCE WITH THIS NOTICE, THE COURT MAY GRANT THE RELIEF

DEMANDED BY THE APPLICATION WITHOUT FURTHER NOTICE OR HEARING.

PLEASE TAKE FURTHER NOTICE THAT IF AN OBJECTION IS PROPERLY

FILED AND SERVED IN ACCORDANCE WITH THE ABOVE PROCEDURES, A

HEARING WILL BE HELD ON JANUARY 11, 2018 AT 1:00 P.M. PREVAILING

EASTERN TIME BEFORE THE HONORABLE CHRISTOPHER S. SONTCHI, UNITED

STATES BANKRUPTCY JUDGE FOR THE DISTRICT OF DELAWARE, 824 MARKET

STREET, COURT ROOM #6, 5TH FLOOR, WILMINGTON, DELAWARE 19801. ONLY

OBJECTIONS MADE IN WRITING AND TIMELY FILED WILL BE CONSIDERED BY

THE BANKRUPTCY COURT AT SUCH HEARING.

[Remainder of page intentionally left blank]


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PHIL1 6700895v.1

Dated: December 21, 2017 /s/ Domenic E. PacittiWilmington, Delaware Domenic E. Pacitti (DE Bar No. 3989)

Michael W. Yurkewicz (DE Bar No. 4165)KLEHR HARRISON HARVEY BRANZBURG LLP919 North Market Street, Suite 1000Wilmington, Delaware 19801Telephone: (302) 426-1189Facsimile: (302) 426-9193

-and -

Morton Branzburg (admitted pro hac vice)KLEHR HARRISON HARVEY BRANZBURG LLP1835 Market Street, Suite 1400Philadelphia, Pennsylvania 19103Telephone: (215) 569-2700Facsimile: (215) 568-6603

-and-

Joshua A. Sussberg, P.C. (admitted pro hac vice)Christopher T. Greco (admitted pro hac vice)Aparna Yenamandra (admitted pro hac vice)KIRKLAND & ELLIS LLP601 Lexington AvenueNew York, New York 10022Telephone: (212) 446-4800Facsimile: (212) 446-4900

-and-

James H.M. Sprayregen, P.C.KIRKLAND & ELLIS LLP300 North LaSalle Chicago, Illinois 60654Telephone: (312) 862-2000Facsimile: (312) 862-2200

Proposed Co-Counsel for the Debtors and Debtors in Possession


EXHIBIT A

Proposed Order





)Case No. 17-12906 (CSS)

) (Jointly Administered) Debtors. )

) Re: Docket No. _____

ORDER AUTHORIZING THE RETENTION AND EMPLOYMENT OFKIRKLAND & ELLIS LLP AND KIRKLAND & ELLIS INTERNATIONAL LLP

AS ATTORNEYS FOR THE DEBTORS AND DEBTORS IN POSSESSION EFFECTIVE NUNC PRO TUNC TO THE PETITION DATE

Upon the application (the “Application”)2 of the above-captioned debtors and debtors in

possession (collectively, the “Debtors”) for the entry of an order (this “Order”) authorizing the

Debtors to retain and employ Kirkland & Ellis LLP and Kirkland & Ellis International LLP

(collectively, “Kirkland”) as their attorneys effective nunc pro tunc to the Petition Date, pursuant

to sections 327(a) and 330 of title 11 of the United States Code (the “Bankruptcy Code”), Rules

2014(a) and 2016 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), and

Rule 9013-1(f) of the Local Bankruptcy Rules for the District of Delaware (the “Local Bankruptcy

Rules”); and the Court having reviewed the Application, the Declaration of Joshua A. Sussberg,

the president of Joshua A. Sussberg, P.C., a partner of Kirkland & Ellis LLP, and a partner of

Kirkland & Ellis International LLP (the “Sussberg Declaration”), and the declaration of Robert


2 Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Application.


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Adamek, the Senior Vice President and Chief Financial Officer of Charming Charlie Holdings Inc.

(the “Adamek Declaration”); and the Court having found that the Court has jurisdiction over this

matter pursuant to 28 U.S.C. §§ 157 and 1334; and the Court having found that the Application is

a core proceeding pursuant to 28 U.S.C. § 157(b)(2); and the Court having found that venue of this

proceeding and the Application in this district is proper pursuant to 28 U.S.C. §§ 1408 and 1409;

and the Court having found based on the representations made in the Application and in the

Sussberg Declaration that (a) Kirkland does not hold or represent an interest adverse to the

Debtors’ estates and (b) Kirkland is a “disinterested person” as defined in section 101(14) of the

Bankruptcy Code and as required by section 327(a) of the Bankruptcy Code; and the Court having

found that the relief requested in the Application is in the best interests of the Debtors’ estates,

their creditors, and other parties in interest; and the Court having found that the Debtors provided

adequate and appropriate notice of the Application under the circumstances and that no other or

further notice is required; and the Court having reviewed the Application and having heard

statements in support of the Application at a hearing held before the Court (the “Hearing”); and

the Court having determined that the legal and factual bases set forth in the Application and at the

Hearing establish just cause for the relief granted herein; and any objections to the relief requested

herein having been withdrawn or overruled on the merits; and after due deliberation and sufficient

cause appearing therefor, it is HEREBY ORDERED THAT:

1. The Application is granted to the extent set forth herein.

2. The Debtors are authorized to retain and employ Kirkland as their attorneys nunc pro

tunc to the Petition Date in accordance with the terms and conditions set forth in the Application

and in the Engagement Letter attached hereto as Exhibit 1.


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3. Kirkland is authorized to provide the Debtors with the professional services as

described in the Application and the Engagement Letter. Specifically, but without limitation,

Kirkland will render the following legal services:

a. advising the Debtors with respect to their powers and duties as debtors in possession in the continued management and operation of their businesses and properties;

b. advising and consulting on their conduct during these chapter 11 cases, including all of the legal and administrative requirements of operating in chapter 11;








j. taking any necessary action on behalf of the Debtors to negotiate, prepare, and obtain approval of a disclosure statement and confirmation of a chapter 11 plan and all documents related thereto; and



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4. Kirkland shall apply for compensation for professional services rendered and

reimbursement of expenses incurred in connection with the Debtors’ chapter 11 cases in

compliance with sections 330 and 331 of the Bankruptcy Code and applicable provisions of the

Bankruptcy Rules, Local Bankruptcy Rules, and any other applicable procedures and orders of the

Court. Kirkland also intends to make a reasonable effort to comply with the U.S. Trustee’s

requests for information and additional disclosures as set forth in the Guidelines for Reviewing

Applications for Compensation and Reimbursement of Expenses Filed under 11 U.S.C. § 330 by

Attorneys in Larger Chapter 11 Cases Effective as of November 1, 2013 (the “Revised UST

Guidelines”), both in connection with the Application and the interim and final fee applications to

be filed by Kirkland in these chapter 11 cases.

5. Notwithstanding anything in the Engagement Letter to the contrary, Kirkland shall

apply any remaining amounts of its prepetition advance payment retainers as a credit toward

postpetition fees and expenses, after such postpetition fees and expenses are approved pursuant to

an order of the Court awarding fees and expenses to Kirkland. Kirkland is authorized without

further order of the Court to reserve and apply amounts from the prepetition advance payment

retainers that would otherwise be applied toward payment of postpetition fees and expenses as are

necessary and appropriate to compensate and reimburse Kirkland for fees or expenses incurred on

or prior to the Petition Date consistent with its ordinary course billing practices.

6. Notwithstanding anything to the contrary in the Application, the Engagement Letter,

the Declarations attached to the Application, or any order entered in connection therewith,

Kirkland shall not seek reimbursement of expenses for office supplies.

7. Notwithstanding anything to the contrary in the Application, the Engagement Letter,

or the Declarations attached to the Application, the reimbursement provisions allowing the


5

reimbursement of fees and expenses incurred in connection with participating in, preparing for, or

responding to any action, claim, suit, or proceeding brought by or against any party that relates to

the legal services provided under the Engagement Letter and fees for defending any objection to

Kirkland’s fee applications under the Bankruptcy Code are not approved pending further order of

the Court.

8. Kirkland shall not charge a markup to the Debtors with respect to fees billed by

contract attorneys who are employed by outside agencies that contract with Kirkland to provide

services to the Debtors without prior agreement of the U.S. Trustee or further order of this Court.

Kirkland shall ensure that any such contract attorneys are subject to conflict checks and disclosures

in accordance with the requirements of the Bankruptcy Code and Bankruptcy Rules. For the

avoidance of doubt, Kirkland shall not share fees with existing or future contract attorneys who

are employed by outside agencies that contract with Kirkland and that advise on the Debtors’

chapter 11 cases or enter into fee sharing arrangements with such contract attorneys without prior

agreement of the U.S. Trustee or further order of this Court.

9. Kirkland shall make all reasonable efforts to avoid the duplication of services

provided by any of the Debtors’ other retained professionals in these chapter 11 cases.

10. Kirkland shall provide ten-business-days’ notice to the Debtors, the U.S. Trustee, and

any official committee before any increases in the rates set forth in the Application or the

Engagement Letter are implemented and shall file such notice with the Court; provided, however,

that in the event that the Kirkland attorneys responsible for this matter do not have sufficient

advance notice of such rate increases, Kirkland shall provide notice to the Debtors, the U.S.

Trustee, and the Creditors’ Committee as soon as practicable after the information regarding rate

increases becomes available to the Kirkland attorneys responsible for this matter. The U.S. Trustee


6

retains all rights to object to any rate increase on all grounds, including the reasonableness standard

set forth in section 330 of the Bankruptcy Code, and the Court retains the right to review any rate

increase pursuant to section 330 of the Bankruptcy Code.

11. The Debtors and Kirkland are authorized to take all actions necessary to effectuate

the relief granted pursuant to this Order in accordance with the Application.

12. Notice of the Application as provided therein is deemed to be good and sufficient

notice of such Application, and the requirements of the Local Bankruptcy Rules are satisfied by

the contents of the Application.

13. To the extent the Application, the Sussberg Declaration, the Adamek Declaration, or

the Engagement Letter is inconsistent with this Order, the terms of this Order shall govern.

14. The terms and conditions of this Order shall be immediately effective and enforceable

upon its entry.

15. The Court retains jurisdiction with respect to all matters arising from or related to the

implementation of this Order.

Dated: __________, 2018Wilmington, Delaware CHRISTOPHER S. SONTCHI

UNITED STATES BANKRUPTCY JUDGE


EXHIBIT 1

Engagement Letter


EXHIBIT B

Sussberg Declaration





)Case No. 17-12906 (CSS)

) (Jointly Administered) Debtors. )

)

DECLARATION OF JOSHUA A. SUSSBERG IN SUPPORT OF THE DEBTORS’APPLICATION FOR ENTRY OF AN ORDER AUTHORIZING THE RETENTION AND

EMPLOYMENT OF KIRKLAND & ELLIS LLP AND KIRKLAND & ELLISINTERNATIONAL LLP AS ATTORNEYS FOR THE DEBTORS AND DEBTORS

IN POSSESSION EFFECTIVE NUNC PRO TUNC TO THE PETITION DATE

I, Joshua A. Sussberg, being duly sworn, state the following under penalty of perjury:

1. I am the president of Joshua A. Sussberg, P.C., a partner of the law firm of Kirkland

& Ellis LLP, located at 601 Lexington Avenue, New York, New York, 10022, and a partner of

Kirkland & Ellis International LLP (together with Kirkland & Ellis LLP, collectively, “Kirkland”).

I am the lead attorney from Kirkland working on the above-captioned chapter 11 cases. I am a

member in good standing of the Bar of the State of New York, and I have been admitted to practice

in the United States District Courts for the Southern District of New York, the Northern District

of Illinois, and have been admitted pro hac vice in the above-captioned chapter 11 cases. There

are no disciplinary proceedings pending against me.



2

2. I submit this declaration (the “Declaration”) in support of the Debtors’ Application

for Entry of an Order Authorizing the Retention and Employment of Kirkland & Ellis LLP and

Kirkland & Ellis International LLP as Attorneys for the Debtors and Debtors in Possession

Effective Nunc Pro Tunc to the Petition Date (the “Application”).2 Except as otherwise noted, I

have personal knowledge of the matters set forth herein.

Kirkland’s Qualifications

4. The Debtors seek to retain Kirkland because of Kirkland’s recognized expertise and

extensive experience and knowledge in the field of debtors’ protections, creditors’ rights, and

business reorganizations under chapter 11 of the Bankruptcy Code.

5. Kirkland has been actively involved in major chapter 11 cases and has represented

debtors in many cases, including, among others: In re GST Autoleather, Inc., No. 17-12100 (LSS)

(Bankr. D. Del. Oct. 27, 2017); In re Toys “R” US, Inc. (Bankr. E.D. Va. Sept. 18, 2017); In re

Seadrill Ltd. (Bankr. S.D. Tex. Sept. 12, 2017); In re 21st Century Oncology Holdings, Inc., No.

17-22770 (RDD) (Bankr. S.D.N.Y. July 20, 2017); In re The Gymboree Corp., No. 17-32986

(KLP) (Bankr. E.D. Va. July 11, 2017); In re GenOn Energy, Inc., No. 17-33695 (DRJ) (Bankr.

S.D. Tex. June 14, 2017); In re rue21, Inc., No. 17-22045 (GLT) (Bankr. W.D. Pa. June 1, 2017);

In re Payless Holdings LLC, No. 17-42267 (KAS) (Bankr. E.D. Mo. Apr. 4, 2017); In re BCBG

Max Azria Global Holdings, LLC, No. 17-10466 (SCC) (Bankr. S.D.N.Y. Mar. 29, 2017); In re

Dex Media, Inc., No. 16-11200 (KG) (Bankr. D. Del. June 8, 2016); In re Emerald Oil, Inc.,

No. 16-10704 (KG) (Bankr. D. Del. May 11, 2016); In re Samson Res. Corp., No. 15-11934 (CSS)



3

(Bankr. D. Del. Oct. 29, 2015); In re Energy Future Holdings Corp., No. 14-10979 (CSS) (Bankr.

D. Del. Sept. 16, 2014).3

6. In preparing for its representation of the Debtors in these chapter 11 cases, Kirkland

has become familiar with the Debtors’ business and many of the potential legal issues that may

arise in the context of these chapter 11 cases. I believe that Kirkland is both well-qualified and

uniquely able to represent the Debtors in these chapter 11 cases in an efficient and timely manner.

Services to Be Provided

7. Subject to further order of the Court and that certain engagement letter dated October

16, 2017 (the “Engagement Letter”), a copy of which is attached as Exhibit 1 to Exhibit A to the

Application, the Debtors retained Kirkland to render, without limitation, the following legal

services:

a. advising the Debtors with respect to its powers and duties as debtor in possession in the continued management and operation of its businesses and properties;

b. advising and consulting on the conduct of these chapter 11 cases, including all of the legal and administrative requirements of operating in chapter 11;




3 Because of the voluminous nature of the orders cited in this Application, they are not attached to this Application. Copies of these orders are available upon request to Kirkland.


4





j. taking any necessary action on behalf of the Debtors to negotiate, prepare,and obtain approval of a disclosure statement and confirmation of a chapter 11 plan and all documents related thereto; and


Professional Compensation

8. Kirkland intends to apply for compensation for professional services rendered on an

hourly basis and reimbursement of expenses incurred in connection with these chapter 11 cases,

subject to the Court’s approval and in compliance with applicable provisions of the Bankruptcy

Code, the Bankruptcy Rules, the Local Bankruptcy Rules, and any other applicable procedures

and orders of the Court. The hourly rates and corresponding rate structure Kirkland will use in

these chapter 11 cases are the same as the hourly rates and corresponding rate structure that

Kirkland uses in other debtor representations, and are comparable to the hourly rates and

corresponding rate structure that Kirkland uses for complex corporate, securities, and litigation

matters whether in court or otherwise, regardless of whether a fee application is required. These

rates and the rate structure reflect that such restructuring and other complex matters typically are

national in scope and involve great complexity, high stakes, and severe time pressures.


5

9. Kirkland operates in a national marketplace for legal services in which rates are

driven by multiple factors relating to the individual lawyer, his or her area of specialization, the

firm’s expertise, performance, and reputation, the nature of the work involved, and other factors.

10. Kirkland’s current hourly rates for matters related to these chapter 11 cases range as

follows:4

Billing Category5 U.S. RangePartners $965-$1,795



11. Kirkland’s hourly rates are set at a level designed to compensate Kirkland fairly for

the work of its attorneys and paralegals and to cover fixed and routine expenses. Hourly rates vary

with the experience and seniority of the individuals assigned. These hourly rates are subject to

periodic adjustments to reflect economic and other conditions.6

4 For professionals and paraprofessionals residing outside of the U.S., hourly rates are billed in the applicable currency. When billing a U.S. entity, such foreign rates are converted into U.S. dollars at the then applicable conversion rate. After converting these foreign rates into U.S. dollars, it is possible that certain rates may exceed the billing rates listed in the chart herein.

5 Although Kirkland does not anticipate using contract attorneys during these chapter 11 cases, in the unlikely event that it becomes necessary to use contract attorneys, Kirkland will not charge a markup to the Debtors with respect to fees billed by such attorneys. Moreover, any contract attorneys or non-attorneys who are employed by the Debtors in connection with work performed by Kirkland will be subject to conflict checks and disclosures in accordance with the requirements of the Bankruptcy Code. While the rate ranges provided for in this Application may change if an individual leaves or joins Kirkland, and if any such individual’s billing rate falls outside the ranges disclosed above, Kirkland does not intend to update the ranges for such circumstances.

6 For example, like many of its peer law firms, Kirkland typically increases the hourly billing rate of attorneys and paraprofessionals twice a year in the form of: (i) step increases historically awarded in the ordinary course on the basis of advancing seniority and promotion and (ii) periodic increases within each attorney’s and paraprofessional’s current level of seniority. The step increases do not constitute “rate increases” (as the term is used in the Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed Under 11 U.S.C. § 330 by Attorneys in Larger Chapter 11 Cases, effective November 1, 2013). As set forth in the Order, Kirkland will provide ten business days’ notice to the Debtors, the U.S. Trustee, and any official committee before implementing any periodic increases, and shall file such notice with the Court.


6

12. It is Kirkland’s policy to charge its clients in all areas of practice for identifiable,

non-overhead expenses incurred in connection with the client’s case that would not have been

incurred except for representation of that particular client. It is also Kirkland’s policy to charge

its clients only the amount actually incurred by Kirkland in connection with such items. Examples

of such expenses include postage, overnight mail, courier delivery, transportation, overtime

expenses, computer-assisted legal research, photocopying, airfare, meals, and lodging.

13. To ensure compliance with all applicable deadlines in these chapter 11 cases,

Kirkland utilizes the services of overtime secretaries. Kirkland charges fees for these services

pursuant to the Engagement Letter between Kirkland and the Debtors, which permits Kirkland to

bill the Debtors for overtime secretarial charges that arise out of business necessity. In addition,

Kirkland professionals also may charge their overtime meals and overtime transportation to the

Debtors consistent with prepetition practices.

14. Kirkland currently charges the Debtors $0.16 per page for standard duplication in its

offices in the United States. Notwithstanding the foregoing and consistent with the Local

Bankruptcy Rules, Kirkland will charge no more than $0.10 per page for standard duplication

services in these chapter 11 cases. Kirkland does not charge its clients for incoming facsimile

transmissions. Kirkland has negotiated a discounted rate for Westlaw computer-assisted legal

research. Computer-assisted legal research is used whenever the researcher determines that using

Westlaw is more cost effective than using traditional (non-computer assisted legal research)

techniques.

Compensation Received by Kirkland from the Debtors

15. Per the terms of the Engagement Letter, on October 20, 2017, the Debtors paid

$50,000 to Kirkland, which, as stated in the Engagement Letter, constituted an “advance payment


7

retainer” as defined in Rule 1.15(c) of the Illinois Rules of Professional Conduct and Dowling v.

Chicago Options Assoc., Inc., 875 N.E.2d 1012, 1018 (Ill. 2007). Subsequently, the Debtors paid

to Kirkland additional advance payment retainers totaling $1,152,480.10 in the aggregate. As

stated in the Engagement Letter, any advance payment retainers are earned by Kirkland upon

receipt, any advance payment retainers become the property of Kirkland upon receipt, the Debtors

no longer have a property interest in any advance payment retainers upon Kirkland’s receipt, any

advance payment retainers will be placed in Kirkland’s general account and will not be held in a

client trust account, and the Debtors will not earn any interest on any advance payment retainers.7

A chart identifying the statements setting forth the professional services provided by Kirkland to

the Debtors and the expenses incurred by Kirkland in connection therewith, as well as the advance

payment retainers transferred by the Debtors to Kirkland, prior to the Petition Date is set forth

below.

16. During the 90-day period before the Petition Date, the Debtors paid advance payment

retainers in the following amounts to Kirkland:

Type of Transaction Date

Amount of Fees and Expenses Listed on Statement

Amount of Advance Payment Retainer

Requested

Amount of Advance Payment Retainer Received

ResultingAdvance Payment Retainer

Following Initial Request for

Advance Payment Retainer 10/16/2017 $100,000.00

Receipt of Initial Advance Payment Retainer 10/20/2017 $50,000.00 $50,000.00

Receipt of Initial Advance Payment Retainer 10/30/2017 $50,000.00 $100,000.00

7 The Engagement Letter provides that Kirkland may continue to hold any remaining prepetition advance payment retainer during the pendency of a chapter 11 case rather than applying such advance payment retainer to postpetition fees and expenses. Kirkland evaluates whether to retain any remaining prepetition advance payment retainer on a case-by-case basis. In this particular case, Kirkland has elected not to hold any remaining prepetition advance payment retainer but, instead, will apply any remaining advance payment retainer to postpetition fees and expenses as such fees and expenses are allowed by the Court.


8

Additional Advance Payment Retainer (Full Statement) 11/6/2017 $82,176.78 $17,823.22

Additional Advance Payment Retainer 11/6/2017 $100,000.00 $17,823.22

Receipt of Additional Advance Payment Retainer 11/13/2017 $100,000.00 $117,823.22



Additional Advance Payment Retainer (Full Statement) 11/20/2017 $165,480.06 $102,343.16




Additional Advance Payment Retainer 12/7/2017 $537,000.00


Additional Advance Payment Retainer (Summary Statement) 12/10/2017 $944,823.22 $10,000.00

17. As of the Petition Date, the Debtors did not owe Kirkland any amounts for legal

services rendered before the Petition Date. Although certain expenses and fees may have been

incurred, but not yet applied to Kirkland’s advance payment retainers, Kirkland’s total advance

payment retainers always exceeded any amounts listed or to be listed on statements describing

services rendered and expenses incurred (on a “rates times hours” and “dates of expenses incurred”

basis) before the Petition Date.

18. Pursuant to Bankruptcy Rule 2016(b), Kirkland has not shared nor agreed to share

(a) any compensation it has received or may receive with another party or person, other than with

the partners, associates, and contract attorneys associated with Kirkland or (b) any compensation

another person or party has received or may receive.


9

Statement Regarding U.S. Trustee Guidelines

19. Kirkland shall apply for compensation for professional services rendered and

reimbursement of expenses incurred in connection with the Debtors’ chapter 11 cases in

compliance with sections 330 and 331 of the Bankruptcy Code and applicable provisions of the

Bankruptcy Rules, Local Bankruptcy Rules, and any other applicable procedures and orders of the

Court. Kirkland also intends to make a reasonable effort to comply with the U.S. Trustee’s

requests for information and additional disclosures as set forth in the Guidelines for Reviewing

Applications for Compensation and Reimbursement of Expenses Filed Under 11 U.S.C. § 330 by

Attorneys in Larger Chapter 11 Cases Effective As of November 1, 2013 (the “Revised UST

Guidelines”), both in connection with this application and the interim and final fee applications to

be filed by Kirkland in these chapter 11 cases.

Attorney Statement Pursuant to Revised UST Guidelines

20. The following is provided in response to the request for additional information set

forth in Paragraph D.1. of the Revised UST Guidelines:

a. Question: Did Kirkland agree to any variations from, or alternatives to, Kirkland’s standard billing arrangements for this engagement?

Answer: No. Kirkland and the Debtors have not agreed to any variations from, or alternatives to, Kirkland’s standard billing arrangements for this engagement. The rate structure provided by Kirkland is appropriate and is not significantly different from (a) the rates that Kirkland charges for other non-bankruptcy representations or (b) the rates of other comparably skilled professionals.

b. Question: Do any of the Kirkland professionals in this engagement vary their rate based on the geographic location of the Debtors’ chapter 11 cases?

Answer: No. The hourly rates used by Kirkland in representing the Debtors are consistent with the rates that Kirkland charges other comparable chapter 11 clients, regardless of the location of the chapter 11 case.


10

c. Question: If Kirkland has represented the Debtors in the 12 months prepetition, disclose Kirkland’s billing rates and material financial terms for the prepetition engagement, including any adjustments during the 12 months prepetition. If Kirkland’s billing rates and material financial terms have changed postpetition, explain the difference and the reasons for the difference.

Answer: From October 16, 2017 to December 31, 2017, Kirkland’s hourly rates for services rendered on behalf of the Debtors range as follows:

Billing Category U.S. RangePartners $930-$1,745



Kirkland’s hourly rates for services rendered on behalf of the Debtors on and after January 1, 2018 range as follows:8

Billing Category U.S. RangePartners $965-$1,795



Kirkland represented the Debtors during the twelve month period before the Petition Date, using the hourly rates listed above.

d. Question: Have the Debtors approved Kirkland’s budget and staffing plan, and, if so, for what budget period?

Answer: The Debtors and Kirkland are developing a budget and staffing plan for the period through April 30, 2018.

8 While the rate ranges provided for in this Application may change if an individual leaves or joins Kirkland, and if any such individual’s billing rate falls outside the ranges disclosed above, Kirkland does not intend to update the ranges for such circumstances.


11

Kirkland’s Disinterestedness

21. In connection with its proposed retention by the Debtors in these chapter 11 cases,

Kirkland undertook to determine whether it had any conflicts or other relationships that might

cause it not to be disinterested or to hold or represent an interest adverse to the Debtors.

Specifically, Kirkland obtained from the Debtors and their representatives the names of individuals

and entities that may be parties in interest in these chapter 11 cases (the “Potential Parties in

Interest”) and such parties are listed on Schedule 1 hereto. Kirkland has searched on its electronic

database for its connections to the entities listed on Schedule 1 hereto. To the extent that I have

been able to ascertain that Kirkland has been retained within the last three years to represent any

of the Potential Parties in Interest (or their affiliates, as the case may be) in matters unrelated to

these cases, such facts are disclosed on Schedule 2 attached hereto.

22. Kirkland and certain of its partners and associates may have in the past represented,

may currently represent, and likely in the future will represent, entities that may be parties in

interest in these chapter 11 cases in connection with matters unrelated (except as otherwise

disclosed herein) to the Debtors and these chapter 11 cases. Kirkland has searched on its electronic

database for its connection to the entities listed on Schedule 1 attached hereto. The information

listed on Schedule 1 may have changed without our knowledge and may change during the

pendency of these chapter 11 cases. Accordingly, Kirkland will update this Declaration as

necessary and when Kirkland becomes aware of additional material information. The following

is a list of the categories that Kirkland has searched:9

9 Kirkland’s inclusion of parties in the following Schedules is solely to illustrate Kirkland’s conflict search process and is not an admission that any party has a valid claim against the Debtors or that any party properly belongs in the schedules or has a claim or legal relationship to the Debtors of the nature described in the schedules.


12

Schedule Category1(a) Current and Recent Former Directors and Officers1(b) Current and Recent Former Entities Affiliated with the Debtors1(c) Common & Preferred Shareholders1(d) Contract Counterparties1(e) Insurers1(f) Investment Bankers1(g) Landlords1(h) Litigants1(i) Professionals1(j) Secured Lenders1(k) Significant Taxing Authorities1(l) Significant Utilities1(m) Significant Vendors1(n) U.S. Trustee, Judges, and Court Contacts for the District of Delaware

23. To the best of my knowledge, (a) Kirkland is a “disinterested person” within the

meaning of section 101(14) of the Bankruptcy Code, as required by section 327(a) of the

Bankruptcy Code, and does not hold or represent an interest adverse to the Debtors’ estates and

(b) Kirkland has no connection to the Debtors, their creditors, or other parties in interest, except

as may be disclosed in this Declaration.

24. Listed on Schedule 2 to this Declaration are the results of Kirkland’s conflicts

searches of the above-listed entities.10 For the avoidance of doubt, Kirkland will not commence a

cause of action in these chapter 11 cases against the entities listed on Schedule 2 that are current

10 As referenced in Schedule 2, the term “current client” means an entity listed as a client in Kirkland’s conflicts search system to whom time was posted in the 12 months preceding the Petition Date. As referenced in Schedule 2, the term “former client” means an entity listed as a client in Kirkland’s conflicts search system to whom time was posted between 12 and 36 months preceding the Petition Date. As referenced in Schedule 2, the term “closed client” means an entity listed as a client in Kirkland’s conflicts search system to whom time was posted in the 36 months preceding the Petition Date, but for which the client representation has been closed. Whether an actual client relationship exists can only be determined by reference to the documents governing Kirkland’s representation rather than its potential listing in Kirkland’s conflicts search system. The list generated from Kirkland’s conflicts search system is over-inclusive. As a general matter, Kirkland discloses connections with “former clients” or “closed clients” for whom time was posted in the last 36 months, but does not disclose connections if time was billed more than 36 months before the Petition Date.


13

clients of Kirkland (including entities listed below under the “Specific Disclosures” section of this

Declaration) unless Kirkland has an applicable waiver on file or first receives a waiver from such

entity allowing Kirkland to commence such an action. To the extent that a waiver does not exist

or is not obtained from such entity and it is necessary for the Debtors to commence an action

against that entity, the Debtors will be represented in such particular matter by conflicts counsel

or the Debtors’ proposed co-counsel, Klehr Harrison Harvey Branzburg LLP.

25. Of the entities listed on Schedule 2, only seven represented more than one percent of

Kirkland’s fee receipts for the twelve-month period ending on November 30, 2017:

� Bain Capital and its affiliates represented more than one percent of Kirkland’sfee receipts for the twelve-month period ending on November 30, 2017. Anaffiliate of Bain Capital, Bain Capital Private Equity LP, is a parent of Optimizely, which is a contract counterparty with certain of the Debtors.

� Vista Equity Partners and its affiliates represented more than one percent of Kirkland’s fee receipts for the twelve-month period ending on November 30, 2017. Vista Equity Partners is a parent of Trintech Inc., which is a contract counterparty with certain of the Debtors.

� The Blackstone Group LP and its affiliates represented more than one percent of Kirkland’s fee receipts for the twelve-month period ending on November 30,2017. The Blackstone Group LP is a parent of RGIS LLC, which is a contract counterparty with certain of the Debtors.

� Sycamore Partners and its affiliates represented more than one percent of Kirkland’s fee receipts for the twelve-month period ending on November 30, 2017. Sycamore Partners Management LLC is a parent of Staples Inc., which is a contract counterparty with certain of the Debtors.

� Apax Partners and its affiliates represented more than one percent of Kirkland’sfee receipts for the twelve-month period ending on November 30, 2017. Apax Partners LLP is a parent of Aptos Inc. and Aptos Canada Inc., both of which are contract counterparties with certain of the Debtors.

� Starwood Capital and its affiliates represented more than one percent of Kirkland’s fee receipts for the twelve-month period ending on November 30, 2017. Starwood Capital and its affiliates and are currently a landlord to certain of the Debtors.


14

� Thoma Bravo and its affiliates represented more than one percent of Kirkland’sfee receipts for the twelve-month period ending on November 30, 2017. Thoma Bravo LLC is a parent of Innotas and SolarWinds, both of which are contract counterparties with certain of the Debtors.11

None of these representations are related to the Debtors or these chapter 11 cases.

26. Kirkland’s conflicts search of the entities listed on Schedules 1(a) – 1(n) (that

Kirkland was able to locate using its reasonable efforts) reveals, to the best of Kirkland’s

knowledge, that those Kirkland attorneys and paraprofessionals who previously worked at other

law firms that represented such entities in these chapter 11 cases have not worked on matters

relating to the Debtors’ restructuring efforts while at Kirkland.

27. Based on the conflicts search conducted to date and described herein, to the best of

my knowledge, neither I, Kirkland, nor any partner or associate thereof, insofar as I have been able

to ascertain, have any connection with the Debtors, their creditors, or any other parties in interest,

their respective attorneys and accountants, the Office of the United States Trustee for the District

of Delaware (the “U.S. Trustee”), any person employed in the Office of the U.S. Trustee, or any

Bankruptcy Judge currently serving on the United States Bankruptcy Court for the District of

Delaware, except as disclosed or otherwise described herein.

28. Kirkland will review its files periodically during the pendency of these chapter 11

cases to ensure that no conflicts or other disqualifying circumstances exist or arise. If any new

relevant facts or relationships are discovered or arise, Kirkland will use reasonable efforts to

identify such further developments and will promptly file a supplemental declaration, as required

by Bankruptcy Rule 2014(a).

11 Specific percentages will be disclosed to the Office of the U.S. Trustee upon request.


15

29. Generally, it is Kirkland’s policy to disclose entities in the capacity that they first

appear in a conflicts search. For example, if an entity already has been disclosed in this Declaration

in one capacity (e.g., a customer), and the entity appears in a subsequent conflicts search in a

different capacity (e.g., a vendor), Kirkland does not disclose the same entity again in supplemental

declarations, unless the circumstances are such in the latter capacity that additional disclosure is

required.

30. From time to time, Kirkland has referred work to other professionals to be retained

in these chapter 11 cases. Likewise, certain such professionals have referred work to Kirkland.

31. Certain insurance companies pay the legal bills of Kirkland clients. Some of these

insurance companies may be involved in these chapter 11 cases. None of these insurance

companies, however, are Kirkland clients as a result of the fact that they pay legal fees on behalf

of Kirkland clients.

Specific Disclosures

32. As specifically set forth below and in the attached exhibits, Kirkland represents

certain of the Debtors’ creditors, equity security holders, or other entities that may be parties in

interest in ongoing matters unrelated to the Debtors and these chapter 11 cases. None of the

representations described herein are materially adverse to the interests of the Debtors’ estates.

Moreover, pursuant to section 327(c) of the Bankruptcy Code, Kirkland is not disqualified from

acting as the Debtors’ counsel merely because it represents certain of the Debtors’ creditors, equity

security holders, or other entities that may be parties in interest in matters unrelated to these chapter

11 cases.


16

A. Connections to Holders of Common Equity Interests in the Debtors.

33. As disclosed on Schedule 2, Kirkland currently represents, and in the past has

represented, Sanchez Energy Corporation on a variety of matters unrelated to these chapter 11

cases. Sanchez Energy Corporation’s Chief Executive Officer owned or may currently own less

than 1% of the equity interests in Charming Charlie Holdings Inc. All prior and current Kirkland

representations of Sanchez Energy Corporation have been in matters unrelated to the Debtors or

these chapter 11 cases.

B. Connections to Holders of Preferred Equity Interests in the Debtors.

34. As disclosed on Schedule 2, Kirkland in the past has represented TSG Consumer

Partners, it affiliates, and several of its current and former employees, and its former employees’

current employers (collectively, “TSG”), and on certain matters unrelated to the Debtors or these

chapter 11 cases. TSG is a shareholder of the Debtors’ Series T Preferred Stock and is party to the

Plan Support Agreement (described in the First Day Declaration). All prior Kirkland

representations of TSG have been in matters unrelated to the Debtors or these chapter 11 cases.

C. Connections to Secured Lenders to the Debtors.

35. Kirkland currently represents, and formerly has represented, Bank of America, N.A.

(“Bank of America”) and certain of its affiliates, in a variety of matters. The Debtors have a

banking relationship with Bank of America. Kirkland’s representations of Bank of America, in

the aggregate, accounted for less than one percent of Kirkland’s fee receipts for the twelve-month

period ending on November 30, 2017. Bank of America also serves as the administrative agent

under a lending facility to the Debtors in these chapter 11 cases. Further, Bank of America Merrill

Lynch has been an investment banker for the Debtors. All prior and current Kirkland

representations of Bank of America have been in matters unrelated to the Debtors or these chapter


17

11 cases. Kirkland does not believe that its representation of these parties presents a conflict but

has disclosed it out of an abundance of caution.


represented, Apollo Global Management, LLC and its affiliates including Stone Tower Capital on

a variety of matters. Affiliates or managed funds of these entities are secured lenders to the

Debtors. Kirkland’s previous and current representations of these parties are unrelated to the

Debtors or these chapter 11 cases. I do not believe that these representations present a conflict but

have disclosed the connections out of an abundance of caution.


represented, Thomas H. Lee Partners and its affiliates on a variety of matters. Affiliates or

managed funds of these entities are secured lenders to the Debtors. Kirkland’s previous and current

representations of these parties are unrelated to these chapter 11 cases. I do not believe that these

representations present a conflict but have disclosed the connections out of an abundance of

caution.


represented, Marathon Asset Management, LP and its affiliates on a variety of matters. Marathon

Asset Management, LP is a secured lender to the Debtors. All prior and current Kirkland

representations of Marathon Asset Management, LP have been in matters unrelated to the Debtors

or these chapter 11 cases.


represented, Halcyon Loan Management, LLC and its affiliates on a variety of matters. For a

period of time prior to the Petition Date, Halcyon Loan Management, LLC was a secured lender


18

to the Debtors. All prior and current Kirkland representations of Halcyon Loan Management, LLC

have been in matters unrelated to the Debtors or these chapter 11 cases.


represented PineBridge Investments its affiliates and employees of its affiliates, including Richard

Li, chairman of affiliate Pacific Century Group, on a variety of matters. PineBridge Investments

is a secured lender to the Debtors. All prior and current Kirkland representations of PineBridge

Investments, its affiliates and employees of its affiliates, have been in matters unrelated to the

Debtors or these chapter 11 cases.


represented affiliates of LCM Asset Management LLC, including Tetragon Financial Group

Limited, on a variety of matters. LCM Asset Management LLC is a secured lender to the Debtors.

All prior and current Kirkland representations of LCM Asset Management LLC or its affiliates

have been in matters unrelated to the Debtors or these chapter 11 cases.

D. Connections to Officers and Directors.

42. As disclosed below and in Schedule 2 attached hereto, Kirkland currently represents,

and has formally represented, certain affiliates, subsidiaries and entities associated with the

Debtors’ current and recent former officers and directors. Kirkland does not believe that its current

and prior representation of the affiliates, subsidiaries, and entities associated with certain officers

and directors precludes it from being a disinterested party under the Bankruptcy Code.

43. Larry Meyer, independent director of Charming Charlie Inc. has served from time to

time in various management and director capacities of certain current Kirkland clients or affiliates

thereof. Kirkland does not believe any conflict exists with respect to Kirkland’s current and prior

representations of clients for which Mr. Meyer served in management and director capacities.


19

44. Kirkland currently represents certain affiliates of Avem Partners LLC (“Avem”).

Kenneth Watler and Michael Fourticq, Jr. are affiliated with Avem. Michael Fourticq, Jr. is related

to Michael Fourticq, Sr. Kenneth Watler and Michael Fourticq, Sr. are members of the Debtors’

board of directors. Additionally, Kenneth Watler, Michael Fourticq, Jr., and Michael Fourticq, Sr.

are affiliated with Hancock Park Capital III, L.P. (“Hancock”). Hancock is a significant

shareholder of the Debtors’ common stock and is party to the Plan Support Agreement. Hancock

is represented by Andrews Kurth Kenyon LLP in these chapter 11 cases. I do not believe these

representations create a conflict but have disclosed the connections out of an abundance of caution.

E. Connections to Other Entities.

45. As disclosed below, certain of the Debtors and their non-Debtor affiliates or other

entities associated with the Debtors are creditors of entities that Kirkland currently represents or

has represented in bankruptcy proceedings or post-effective date claims processes. Similarly,

certain parties in interest in these chapter 11 cases are current or former Kirkland restructuring

clients. These entities include Energy Future Holdings, Inc. Kirkland currently represents, and in

the past has represented, Energy Future Holdings Corp. and its subsidiaries, including Texas

Competitive Electric Holdings Company, LLC and its subsidiaries (“TCEH,” and, collectively,

“EFH”). Certain of TCEH’s subsidiaries provide utility services to the Debtors, which are paid

through a third party. Kirkland’s previous and current representations of EFH are unrelated to the

chapter 11 cases. Kirkland has not represented and will not represent EFH in connection with any

matter in these chapter 11 cases.

F. Other Chapter 11 Professionals.

46. As disclosed in Schedule 2 attached hereto, Kirkland currently represents, and

formerly has represented, certain affiliates, subsidiaries, and entities associated with various


20

professionals that the Debtors seeks to retain in connection with these chapter 11 cases. All prior

and current Kirkland representations of these professionals have been in matters unrelated to the

Debtors and these chapter 11 cases. Kirkland has not represented and will not represent any such

professionals in connection with any matter in these chapter 11 cases.

47. On December 21, 2017, the Debtors filed a motion for an order authorizing their

retention of AlixPartners LLP (“Alix”) as restructuring advisors. Kirkland currently represents

Alix and certain of its direct or indirect affiliates in matters unrelated to these chapter 11 cases or

the Debtors. Kirkland does not and will not represent Alix in connection with these chapter 11

cases. I do not believe these representations create a conflict but have disclosed the connections

out of an abundance of caution.

48. Additionally, FTI Consulting (“FTI”) represents the Ad Hoc Group of Term Loan

Lenders in these chapter 11 cases. Kirkland currently represents FTI and certain of its direct or

indirect affiliates in matters unrelated to these chapter 11 cases or the Debtors. Kirkland does not

and will not represent FTI in connection with these chapter 11 cases. I do not believe these

representations create a conflict but have disclosed the connections out of an abundance of caution.

G. Kirkland Attorney and Employee Investments.

49. From time to time, Kirkland partners, of counsel, associates, and employees

personally invest in mutual funds, retirement funds, private equity funds, venture capital funds,

hedge funds, and other types of investment funds (the “Investment Funds”), through which such

individuals indirectly acquire a debt or equity security of many companies, one of which may be

one of the Debtors, often without Kirkland’s knowledge. Each Kirkland person generally owns

substantially less than one percent of such Investment Fund, does not manage or otherwise control

such Investment Fund, and has no influence over the Investment Fund’s decision to buy, sell, or


21

vote any particular security. The Investment Fund is generally operated as a blind pool, meaning

that when the Kirkland persons make an investment in the Investment Fund, he, she, or they do

not know what securities the blind pool Investment Fund will purchase or sell, and have no control

over such purchases or sales.

50. From time to time one or more Kirkland partners and of counsel voluntarily choose

to form an entity (a “Passive-Intermediary Entity”) to invest in one or more Investment Funds.

Such Passive-Intermediary Entity is composed only of persons who were Kirkland partners and of

counsel at the time of the Passive-Intermediary Entity’s formation (although some may later

become former Kirkland partners and of counsel). Participation in such a Passive-Intermediary

Entity is wholly voluntary and only a portion of Kirkland’s partners and of counsel choose to

participate. The Passive-Intermediary Entity generally owns substantially less than one percent of

any such Investment Fund, does not manage or otherwise control such Investment Fund, and has

no influence over the Investment Fund’s decision to buy, sell, or vote any particular security. Each

Investment Fund in which a Passive-Intermediary Entity invests is operated as a blind pool, so that

the Passive-Intermediary Entity does not know what securities the blind pool Investment Funds

will purchase or sell, and has no control over such purchases or sales. And, indeed, the

Passive-Intermediary Entity often arranges for statements and communications from certain

Investment Funds to be sent solely to a blind administrator who edits out all information regarding

the identity of the Investment Fund’s underlying investments, so that the Passive-Intermediary

Entity does not learn (even after the fact) the identity of the securities purchased, sold, or held by

the Investment Fund.

51. From time to time, Kirkland partners, of counsel, associates, and employees

personally directly acquire a debt or equity security of a company which may be one of the Debtors.


22

Kirkland has a long-standing policy prohibiting attorneys and employees from using confidential

information that may come to their attention in the course of their work. In this regard, all Kirkland

attorneys and employees are barred from trading in securities with respect to which they possess

confidential information.

H. Other Disclosures.

52. Finally, certain interrelationships exist among the Debtors. Nevertheless, the Debtors

have advised Kirkland that the Debtors’ relationships to each other do not pose any conflict of

interest because of the general unity of interest among the Debtors. Insofar as I have been able to

ascertain, I know of no conflict of interest that would preclude Kirkland’s joint representation of

the Debtors in these chapter 11 cases.

53. John Luze is a Kirkland associate who clerked with the Honorable Kevin Gross in

the U.S. Bankruptcy Court for the District of Delaware from September 2014 to August 2015. Mr.

Luze began working at Kirkland in September 2015, and had no connection with the Debtors’

chapter 11 cases while working for the Court. I do not believe that Mr. Luze’s work for the Court

presents a conflict but have disclosed the connection out of an abundance of caution.

54. Andrew Kilpinen is a Kirkland associate who clerked with the Honorable Brendan L.

Shannon in the U.S. Bankruptcy Court for the District of Delaware from September 2016 to

September 2017. Mr. Kilpinen began working at Kirkland in September 2017, and had no

connection with the Debtors’ chapter 11 cases while working for the Court. I do not believe that

Mr. Kilpinen’s work for the Court presents a conflict but have disclosed the connection out of an

abundance of caution.

55. Madeleine C. Parish is a Kirkland associate who clerked with the Honorable

Christopher S. Sontchi in the U.S. Bankruptcy Court for the District of Delaware from September


23

2016 to September 2017. Ms. Parish began working at Kirkland in September 2017, and had no


Ms. Parish’s work for the Court presents a conflict but have disclosed the connection out of an


56. Francis Petrie is a Kirkland associate who clerked with the Honorable Brendan L.

Shannon in the U.S. Bankruptcy Court for the District of Delaware from September 2016 to

September 2017. Mr. Petrie began working at Kirkland in September 2017, and had no connection

with the Debtors’ chapter 11 cases while working for the Court. I do not believe that Mr. Petrie’s

work for the Court presents a conflict but have disclosed the connection out of an abundance of

caution.

57. Jhanile Trudy Smith, a Kirkland associate, was a law clerk for the Honorable Mary

F. Walrath of the United States Bankruptcy Court for the District of Delaware from September

2016 to September 2017. Ms. Smith began working at Kirkland in September 2017, and had no


Ms. Smith’s work for the Court presents a conflict but have disclosed the connection out of an


58. The spouse of Kirkland partner Helen E. Witt, P.C. is a managing director of

JPMorgan Chase & Co. JPMorgan Chase Bank, N.A. and its affiliates are contract counterparties

with the Debtors and have a banking relationship with the Debtors. Out of an abundance of

caution, Kirkland has instituted formal screening measures to screen Ms. Witt from all aspects of

Kirkland’s representation of the Debtors.

59. Kirkland partner William P. Barr sits on the board of directors of Dominion Energy,

Inc. An affiliate of Dominion Energy, Inc., Dominion VA/NC Power, is a utility provider to the


24

Debtors. Out of an abundance of caution, Kirkland has instituted formal screening measures to

screen Mr. Barr from all aspects of Kirkland’s representation of the Debtors.

60. Prior to joining Kirkland, Kystle Lamprecht represented a client in its purchase of a

retail property and the subsequent leasing of retail space to the Debtors. Out of an abundance of

caution, Kirkland has instituted formal screening measures to screen Ms. Lamprecht from all

aspects of Kirkland’s representation of the Debtors.

61. Furthermore, prior to joining Kirkland, certain Kirkland attorneys represented clients

adverse to Kirkland’s current and former restructuring clients. Certain of these attorneys (the

“Screened Kirkland Attorneys”) will not perform work in connection with Kirkland’s

representation of the Debtors and will not have access to confidential information related to the

representation. Kirkland’s formal ethical screen provides sufficient safeguards and procedures to

prevent imputation of conflicts by isolating the Screened Kirkland Attorneys and protecting

confidential information.

62. Under Kirkland’s screening procedures, Kirkland’s conflicts department distributes

a memorandum to all Kirkland attorneys and legal assistants directing them as follows: (a) not to

discuss any aspects of Kirkland’s representation of the Debtors with the Screened Kirkland

Attorneys; (b) to conduct meetings, phone conferences, and other communications regarding

Kirkland’s representation of the Debtors in a manner that avoids contact with the Screened

Kirkland Attorneys; (c) to take all measures necessary or appropriate to prevent access by the

Screened Kirkland Attorneys to the files or other information related to Kirkland’s representation

of the Debtors; and (d) to avoid contact between the Screened Kirkland Attorneys and all Kirkland

personnel working on the representation of the Debtors unless there is a clear understanding that

there will be no discussion of any aspects of Kirkland’s representation of the Debtors.


25

Furthermore, Kirkland already has implemented procedures to block the Screened Kirkland

Attorneys from accessing files and documents related to the Debtors that are stored in Kirkland’s

electronic document managing system.

Affirmative Statement of Disinterestedness

63. Based on the conflicts search conducted to date and described herein, to the best of

my knowledge and insofar as I have been able to ascertain, (a) Kirkland is a “disinterested person”

within the meaning of section 101(14) of the Bankruptcy Code, as required by section 327(a) of

the Bankruptcy Code, and does not hold or represent an interest adverse to the Debtors’ estates

and (b) Kirkland has no connection to the Debtors, their creditors, or other parties in interest,

except as may be disclosed herein.



26

Pursuant to 28 U.S.C. § 1746, I declare under penalty of perjury that the foregoing is true

and correct to the best of my knowledge and belief.

Dated: December 21, 2017 Respectfully submitted,

/s/ Joshua A. SussbergJoshua A. Sussberg,as President of Joshua A. Sussberg, P.C., as Partner of Kirkland & Ellis LLP; and as Partner of Kirkland & Ellis International LLP


Schedule 1

The following lists contain the names of reviewed entities as described more fully in the Declaration of Joshua A. Sussberg in Support of the Debtors’ Application for the Entry of an Order Authorizing the Retention and Employment of Kirkland & Ellis LLP and Kirkland & Ellis International LLP as Attorneys for the Debtors and Debtors in Possession Effective Nunc Pro Tunc to the Petition Date (the “Sussberg Declaration”).20 Where the names of the entities reviewed are incomplete or ambiguous, the scope of the search was intentionally broad and inclusive, and Kirkland & Ellis LLP and Kirkland & Ellis International LLP reviewed each entity in its records, as more fully described in the Sussberg Declaration, matching the incomplete or ambiguous name.

20 Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Sussberg Declaration.


SCHEDULE 1

List of Schedules

Schedule Category1(a) Current and Recent Former Directors and Officers1(b) Current and Recent Former Entities Affiliated with the Debtors1(c) Common & Preferred Shareholders1(d) Contract Counterparties1(e) Insurers1(f) Investment Bankers1(g) Landlords1(h) Litigants1(i) Professionals1(j) Secured Lenders1(k) Significant Taxing Authorities1(l) Significant Utilities1(m) Significant Vendors1(n) U.S. Trustee, Judges, and Court Contacts for the District of Delaware


SCHEDULE 1(a)

Current and Recent Former Directors and Officers

Adamek, RobBellon, AlCarroll, TraciChanaratsopon, Charles J.Fitzgerald, ThomasFourticq, Michael J., Sr.Krauter, LanaLovell, Stephen F.Meyer, LarryTejeida, MarthaTilton, MikeWatler, Kenneth G., Jr.Woods, Scott A.


SCHEDULE 1(b)

Current and Recent Former Entities Affiliated with the Debtors

Charming Charlie Canada LLCCharming Charlie Global (Shanghai) Trading (Chinese WFOE)Charming Charlie Global Beneficiary One Cayman IslandsCharming Charlie Global Beneficiary Two Cayman IslandsCharming Charlie Global Cayman IslandsCharming Charlie Global FZE (Dubai)Charming Charlie Global UK LimitedCharming Charlie Holdings IncCharming Charlie International LLCCharming Charlie LLCCharming Charlie Logistics China Business Trust CC Global FZE, Trustee Chinese CFCCharming Charlie Manhattan LLCCharming Charlie USA IncPoseidon Partners CMS Inc


SCHEDULE 1(c)

Common & Preferred Shareholders

Agro Industrial InvestmentAllen, KimberlyArnold, Susana NelsonBassett, RobBatts, RonBoger, AndreaBrazelton, FredCharles J. Chanaratsopon TrustChopra, EktaCline, Keith A., Jr.Contreas, RobertoCostello, DanCugini, EveDaswani, NashDaswani, RenuEsserman, CharlesFadhouli, PattyFain, JasonFairbanks, Jonathan BarcroftFitzgerald, TomGadus, TimGarf, JohnGeston, LaurieHancock ParkHancock Park Capital III LPHart, KarenHennings, NielHenritze, TylerKahya, MelisKirkpatrick, JohnKleman, CharlesKrumrei, BrianLayman, MichaelLeComte, PierreLeibowitz, RobLovell, SteveMacha, AliciaMajmudar, SuchitMiles, DianeMoser, JenniferMullin, HadleyNDM CC Investments LLC

O’Hara, JamesOsborne, JohnathanPanos, AlexParedes, SilviaPerez, RebeccaPolze, ErvinRed Sands LLCRobert Mark Leibowitz & Ilene Dawn Leibowitz Family TrustRomo, KasiaRose, JamesRutledge, Robyn LawrieSanchez, TonySeis Holdings LLCShort, LindsaySiegal, GabeSiegel, ElizabethSonderfan, JamieTaylor Chanaratsopon TrustTran, TomTSG6 LPVan Hamme, BarbaraWedemeier, CatherineWeng, AllyWertsch, WallyWilliams, Archie KentWong, EdWoods, ScottZylman, Adam C.


SCHEDULE 1(d)

Contract Counterparties

1721 Group, TheA&H WorldwideAccruent LLCAccuDataAccuData SystemsADPAll TagAlpheusAmerican ExpressApplied Predictive Technologies Inc.Aptos Canada Inc.Aptos Inc.Arthur J. Gallagher & Co.Asset BankAutomicBass Security Services Inc.Bay Area Compliance Laboratories Corp.Benefitfocus.com Inc.BitbucketBlackhawk Network Inc.BloomReach Inc.Blue Dot SafesBluecore Inc.BlueJeans NetworkBoston Consulting GroupBraintreeBriggs EquipmentBureau Veritas Consumer Products Services

Inc.C2 ImagingCallFireCanon Solutions AmericaCardlytics Inc.CashStar Inc.Celebros Inc.Chase PaymentechChroma VenturesCIC Plus Inc.Cintas Corp.Cisco SparkCJ Affiliate by ConversantClipper MagazineCloud Cover Media Inc. NDA

Cloud4WiCognizantComdataConcur Technologies Inc.ConfluenceConnexity Inc.Consumer Products Safety Testing &

Inspection Co. Ltd.Consumer Testing Technology Co. Ltd.ConvergeDirectConversant LLCCornerstone OnDemand Inc.CriteoCuralate Inc.CyberSourceDellDialPad NDADiversified Distribution Systems LLCDMADonnelly Communications Inc.DropBoxEarthLink BusinessEbates Performance Marketing Inc.Ecova Inc.Enterprise Fleet Management Inc.EquifaxExperian Marketing Solutions Inc.Experis US Inc.FedExGPShopper LLCGroupon Inc.Guidance Solutions Inc.Harland Clarke Co.Heartland IT Consulting LLCHipChatHireClix AgreementHireRightHong Kong Export Credit Insurance Corp.Hove, AaronHYG Financiali3 InternationalIllinois WholesaleInfernotions Technologies Ltd.


Interactive Communications International Inc.

Iron Mountain Information ManagementJDAJDA Software Inc.JIRAJust Enough SoftwareKelly Mitchell Group Inc.Keywise Capital Management HK Ltd.KronosLabtest International Inc.LF Logistics USA LLCLivingSocial Inc.Lockton Enterprises Inc.LogMeInMailgunMainFreightManthan Software Services Pvt. Ltd.Metro Tech Service Corp.MicrosoftModern Testing Services Co. Ltd.Mood MediaMT Quality Care Corp.Neoglory Holdings GroupNews America Marketing FSIOLR America Inc.Onestop Internet Inc.Opterus Inc.OptimizelyOracle America Inc.Paradysz Inc.PayPalPenskePepperjam LLCPhraseePomeroy IT SolutionsPowerfrontPRC Corp.Priority Fulfillment Services Inc.ProdegeProLeaseProtection1PTCPurolator Inc.QuenchReachDynamics LLC

ReflektionRepublic RecordsRGIS LLCRioSoft HoldingsRMG MediaRobofirmSAF Group Management Inc.Schawk Inc.Segerdahl Corp., TheServiceChannel.com Inc.SGS North America Inc.Shenzhen Testing ServicesShipping & Transit LLCShopkick Inc.ShopperTrak RCT Corp.Shred-It USA LLCSidecar Interactive Inc.Simplify. Inc.Slade Industries Inc.SMART Agents LLCSMS AssistSocial AnnexSoftware Paradigms International LLCSolarWindsSpeciality Lighting GroupStandard & Poor’s Ratings ServicesStaplesStemmons Business Services Pvt. Ltd.Stony Apparel Corp.Stored Value SolutionsStylitics Inc.Swagger Films LLCTaboola Inc.TALXThomson ReutersThomson Reuters Tax & AccountingTracker Corp.Trintech Inc.True Story Inc.TurnTo Networks Inc.TÜV Rheinland of North America Inc.TW TelecomTwentieth Century Fox Licensing &

MerchandisingU-Change Lock IndustriesUL Verification Services Inc.


UMG Recordings Inc.VanDyke SoftwareVe InteractiveVM WareVtec Innovation Corp.West PublishingXanadu Enterprise Shanghai Ltd.XONEX Relocation LLCYottaa Inc.Zhejiang RTS Test Co. Ltd.Zoho


SCHEDULE 1(e)

Insurers

Affiliated FM Insurance Co.AIGAmerican Bankers Insurance Co. of FloridaArgoBarbicanChubbFireman’s Fund InsuranceGreat American InsuranceIronshoreLloyd’s of LondonMt. Hawley Insurance Co.NationwideNavigatorsTarianZurich American InsuranceZurich North America


SCHEDULE 1(f)

Investment Bankers

Bank of America Merrill LynchGuggenheim PartnersMorgan Stanley


SCHEDULE 1(g)

Landlords

445 Fifth Avenue Associates LLC735 Collins Avenue Realty LLCAlamo Stonecrest Holdings LLCAlamo Vista Holdings LLCAllied Development of AlabamaAmCapAmerican Realty CapitalARCPArrowRock Champions Stonebridge LLCArrowRock Westover Village LPAundrea LLCAzarian GroupBayer Properties LLCBEI-Beach LLCBoyer Co., TheBrandolini Cos.BrixmorBroadstone Land LLCBV Waco Central Texas MarketplaceCafaroCAPREF Tannehill LLCCarlyle/Cypress Leesburg I LLCCarlyle-Cypress Tuscaloosa I LLCCastle & Cooke Corona Crossing I Inc.CASTOCBLCentennial Real Estate Co.CenterCalCentergy RetailCH Realty VII/R Shreveport Bellemead LLCChesterfield Mall LLCChino Dunhill LLCCIRECity Place Retail LLCClifton Lifestyle Center LLCColliers InternationalColony Place Development LLCCore PropertyCornerstone Holding LPCPP Streets of Chester LLCCPT Arlington Highlands 1 LPCushman & WakefieldDDR

DE Park Avenue 10940 LLCDestin Commons Phase III Ltd.Donahue SchriberEaston Gateway LLCEdwards Realty Co.Eric LLCFairbourne PropertiesFBG Harriman Upper Retail LLCFederal RealtyFidelis RealtyForest CityForest City ManagementG&I VII Redmond Retail Holdings LPGG&A Central Mall Partners LP - TexarkanaGGPGLL US Retail LPGrace Business Holdings LLCGreenridge Shops Inc.Guildford Town CenterHartman Simons & Wood LLPHeritage Square Ventures LLCHill Management ServicesHill PartnersHinesHOA Hospitality LLCIMI MTLR LLCInland Real Estate Group of Cos. Inc., TheIRCIrvine Co.Jamestown Urban ManagementJBG/Woodbridge REIT LLCJCC California PropertiesJeffrey R. AndersonJLLKimcoKite RealtyKRE Colonie Owner LLCLadder Capital Finance LLCLas Vegas Sands Corp.Lauricella Land Co.LCFRE Sugar Land Town Square LLCLeeds Retail Center LLCLevin Management Corp.


LPFLTC Retail LLCM&J Big Waterfront HoldingsMacerich Co.Madison MarquetteMadison Marquette Retail Services LLCManchester Mall Associates LLCMedvest Inc.Midland Empire Retail LLCMidway CC Venture I LPMorguardMP Shops at Highland Village LLCNew QuestNorthwood PL Holdings LLCNPP Development LLCNT Dunhill I LLCNWSL Town Center LLCOlshan PropertiesPacific CastlePagosa Partners Ltd.Park West Retail I LLCPeterson Cos., ThePine Tree LLCPOAGPR Plymouth Meeting LPPrice EdwardsPrudential RE InvestorsQIC PropertiesRamco-Gershenson Properties TrustRandhurst Improvements LLCRavid Lake St. Louis II LLCRed Development LLCREDICORegency CentersRenaissance at Colony ParkRetail Opportunity Investments PartnershipRetail Properties GroupRoseville Fountains LP, TheRouse Properties Inc.RPAIRREEF America REIT II Corp. HHSamuels & Associates Hingham LLCSBC Hopper LLCSC Plaza LLCShopCore PropertiesSierra Assets Group LLC

Simon Property Group Inc.Singerman Real EstateSingerman Real Estate LLCSouthglenn Property Holdings LLCStark EnterprisesStarwoodStirling Properties LLCStone Creek Village Shopping Center LLCStreets of Tanasbourne, TheSVF Holding RE Investment TrustTabaniTangerTaubman Co. LLC, TheThalhimerTIAATivoli VillageTL Street Marketplace Pads NE LLCTown Square West LLCTrademark Property Co.TSW 2015 LLCUS Properties GroupUSAA Real Estate Co.Vaughan MillsVEREITVestarVillage at Gulfstream Park LLCW/A SVT Holdings VI LLCWayside Commons Investors LLCWeingartenWestern B South TN LLCWestfieldWestland Mall RealtyWilliamsburg Developers LLCWilmoriteWoodbury Corp.Woodmont Co., TheWPGWS DevelopmentYTC Butterfield Owner LLCZenith Investment Grantor Trust


SCHEDULE 1(h)

Litigants

Allen, RichardCalifornia, State of, Labor CommissionCarrozza, PeterChristian Smith & Jewell LLPDavis, ChristineGiannoulias, Stravos S.Greenbaum, DanielGreene, SeanHilferty, Michael P.Keshishian, Milord A.McAdory, BradleyMilord & Associates PCMitchell, AlexNew York, State of, Division of Human RightsNichols, Timothy D.Redish, GaryRichardson, MathewSmith, Joseph PaulTrial Lawyers Advocacy GroupUnited States, Government of the, National Labor Relations BoardVegeler, Robert OwenYeroushlami, Reuben


SCHEDULE 1(i)

Professionals

A&G Realty PartnersAlixPartnersFTIJoele FrankKlein, Jeffrey A., Esq.Morgan LewisPaul WeissRetail Lease Authority


SCHEDULE 1(j)

Secured Lenders

Apollo Global Management LLCCION Investment Management LLCCongruent Investment Partners LLCEN Investment Co.Halcyon Loan Management LLCLCM Asset Management LLCMarathon Asset ManagementMedley Capital LLCPennantPark Investment AdvisorsPineBridge InvestmentsStone Tower CapitalTHL Credit Senior Loan Strategies LLC


SCHEDULE 1(k)

Significant Taxing Authorities

Adams, County of (CO), TreasurerArkansas, State of, Department of FinanceBritish Columbia, Province of (Canada), Ministry of FinanceCaddo, Parish of (LA), Sheriff’s OfficeCalcasieu, Parish of (LA), Tax CollectorCanada, Government of, Revenue AgencyConnecticut, State of, Department of RevenueEast Baton Rouge, Parish of (LA)Fort Bend, County of (TX), Tax Assessor-CollectorHarris, County of (TX), Tax Assessor-CollectorIdaho, State of, Tax CommissionIowa, State of, Department of RevenueJefferson, Parish of (LA)Kentucky, Commonwealth of, Department of RevenueMaricopa, County of (AZ), TreasurerMichigan, State of, Department of TreasuryMississippi, State of, Department of RevenueNew Mexico, State of, Department of TaxationNew York, State of, Department of TaxNueces, County of (TX), Tax Assessor-CollectorOklahoma, State of, Tax CommissionSaint Tammany, Parish of (LA), CollectorSan Francisco, County of (CA), Tax CollectorSmithfield, Town of (RI), Tax CollectorSouth Windsor, Town of (CT), Tax CollectorTexas, State of, ComptrollerWest Hartford, Town of (CT), Tax CollectorWisconsin, State of, Department of Revenue


SCHEDULE 1(l)

Significant Utilities

AEPAlabama PowerAll States Mall Services IIAll States ServicesAmeren IllinoisAmeren MissouriAppalachian PowerArizona Public Service Electric Co.AT&T - EFTAT&T MobilityBirch CommunicationsBrightRidgeBuford, City of (GA)Carroll Electric Cooperative Corp.Champion Energy Services LLCCleco Power LLCCollege Station, City of (TX), UtilitiesComcastComEdCon EdisonConstellation NewEnergyConstellation NewEnergy - TexasConsumers EnergyCorporate Services Consultants LLCCPS EnergyDeltaComDirect EnergyDominion VA/NC PowerDuke EnergyDuke Energy ProgressDynegy Energy ServicesEnergyWorks Lancaster LLCENGIE ResourcesEntergy Arkansas Inc.Entergy Louisiana Inc.Entergy Mississippi Inc.Entergy Texas Inc.Eversource EnergyFlorida Power & Light Co.Fort Collins, City of (CO), UtilitiesGainesville Regional Utilities (FL)Georgia PowerGGP-Grandville LLC

Gulf PowerHingham Municipal Lighting Plant (MA)Illuminating Co., TheInternational Environmental ManagementJersey Central Power & LightKansas City Board of Public Utilities (KS)Kansas City Power & Light Co.Keter Environmental Services Inc.Level 3 Communications LLCLos Angeles Department of Water & Power

(CA)Memphis Light Gas & Water DivisionMidAmerican Energy Co.Modesto Irrigation District (CA)Murfreesboro Electric Department (TN)Nashville Electric ServiceNational Grid - MassachusettsNewnan Utilities - GeorgiaNorthern States Power Co.Northern Virginia Electric CooperativeNV EnergyOhio EdisonOklahoma Gas & Electric ServiceOlympic III Mall ServicesOlympic IV Mall ServicesOmaha Public Power District (NE)Pacific Gas & ElectricPacific PowerPECOPolaris Energy ServicesPortland General ElectricPotomac Electric Power Co.PSEGLIPublic Service Co. of ColoradoPublic Service Electric & Gas Co.Puget Sound EnergyRancho Cucamonga, City of (CA)Riviera UtilitiesRocky Mountain PowerRoseville, City of (CA)Sacramento Municipal Utility District (CA)Salt River ProjectSan Diego Gas & Electric


Sawnee EMCSouth Louisiana Electric Cooperative (LA)Southern California EdisonSouthwestern Electric PowerSustainable Solutions GroupTampa Electric Co.TOG Inc.Verizon WirelessWaste ManagementWe EnergiesWisconsin Electric/GasWithlacoochee River Electric CooperativeXcel Energy


SCHEDULE 1(m)

Significant Vendors

1721 Group LLC, TheAetna Life Insurance Co.Alabama, State of, Department of RevenueAmerican Assets Trust LPAmerican ExchangeAmerican Realty Capital Retail Operating

Partnership LPAN EnterprisesAnnapolis Mall LPAosheng Leather Co. Ltd.Arizona, State of, Department of RevenueArthur J. Gallagher & Co. Insurance Brokers

of California Inc.Asean Corp. Ltd., TheAudio Technology of New York Inc.Avenues MallBattlefield Mall LLCBaybrook LPC LLCBayer Retail Co. VI LLCBBase IDG Ltd.BCNY InternationalBerkshire Fashions Inc.Berry JewelryBH CosmeticsBlack Diamond AccessoriesBRE Industries Inc.C2 Imaging LLCCalifornia, State of, Board of EqualizationCenterCal LLCChangsheng Jewelry Ltd.Changshu Huaxing Cloth ManufacturingCJS Group LPClear Thinking Group LLCCoconut Point Town Center LLCCollection 18Colorado, State of, Department of RevenueConcord-Mei International Ltd.Connecticut, State ofCriteo Corp.DCK Concessions Canada Inc.DDR Corp.Del Cesca FOBDezine News Inc.

Dimitriou Central III LLCDomain II LLC, TheDonahue Schriber Realty GroupDuCharme McMillen & Associates Inc.ELF Cosmetics Inc.Emanuel Geraldo Accessories Inc.Equity One Northeast Portfolio Inc.Ernst & Young LLPExperianFalls Shopping Center Associates LLC, TheFantas-EyesFantas-Eyes Inc.Fashion Show Mall LLCFC Yonkers Associates LLCFinnegan Henderson Farabow Garrett &

Dunner LLPFlorida Mall Associates Ltd.Florida, State of, Department of RevenueFormation Brands LLCFragments Holding LLCFreemall Associates LLCGalleria at Wolfchase LLCGeorgia, State of, Department of RevenueGG InternationalGGP LPGGP Staten Island Mall LLCGGP Tucson Mall LLCGGP/Homart II LLCGGPLP LLCGGPLP Real Estate Inc.Golden Fashion Accessory HK Co. Ltd.Google Inc.Grace Speed Ltd.Great Wisely Development Co. Ltd.Green Hills Mall TRG LLCGSCM LLCGuggenheim Securities LLCHB Brands Inc.HongKong K&J Fashion Co. Ltd.Hot SoxHung Mei Hong Kong Ltd.Icon EyewearIllinois, State of, Department of Revenue


Indiana, State of, Department of RevenueInland Southwest ManagementInstitutional Mall Investors LLCIPFS Corp.IR Accessories Pvt. Ltd.Ivanhoe Cambridge II Inc.Ji Yuan International Corp.Just Julez Inc.Kansas, State of, Department of RevenueKasinda Ltd.Kenth Productions LLCKnock Knock LLCKrazy Kat Sportswear LLCKrishna Beads IndustriesLaChic DesignsLDC Inc.Legacy Paper & PackagingLeukon Inc.LF Centennial Pte. Ltd.Links Holdings LLCLivingston International Inc.Loughlin Management Partners & Co. Inc.Louisiana, State of, Department of Revenue

& TaxationMacerich Deptford LLCMaesa LLCMainfreight Inc.Mall of Georgia LLCManchu Times Fashion Ltd.Marcus Adler Glove Co.Market Street Retail South LLCMaryland, State of, ComptrollerMassachusetts, Commonwealth of,

Department of RevenueMichigan, State ofMinnesota, State of, Department of RevenueMissouri, State of, Department of RevenueMoa MoaMorguard Investment Ltd.Nebraska, State of, Department of RevenueNevada, State of, Department of TaxationNew Jersey, State of, Division of TaxationNew York, State of, Department of Taxation

& FinanceNH-K Retail LLCNorterra West LLC

North Carolina, State of, Department of Revenue

NY Style Inc.Nylon Inc.Ohio, State of, Department of TaxationOK OriginalsOrland Park Crossing II LLCPaul Weiss Rifkind Wharton & Garrison

LLPPearl Global Industries Ltd.Pennsylvania, Commonwealth of,

Department of RevenuePheasant Lane MallPink RosePomeroy IT Solutions Sales Co. Inc.Premiere Jewellery Inc.PrimeTime NYCPRISA LHC LLCProvidence Town Center LPPunch FashionsRadial South LPRamco-Gershenson Properties LPRAND Accessories Inc.Resource Solution One Inc.Rolla Coster Inc.Rome International Handbag Co. Ltd.Roseville Fountains Delaware LLCRZX International Fashion Co. Ltd.SarinaScottsdale Fashion Square LLCShennel Trading GroupShops at Nanuet, TheSimon Property Group LPSimon Property Group Texas LPSNDZ Overseas Co. Ltd.Snowden Brothers LLCSouth Carolina, State of, Department of

RevenueSouthlake Indiana LLCSPL Industries Ltd.St. Jude Children’s HospitalStony Apparel Corp. LLCStored Value Solutions Inc.TA Trading Co. Ltd.Tanya Creations LLCTennessee, State of, Department of Revenue


Texas, State of, Comptroller of Public Accounts

Thomson Industrial Development Ltd.TM MacArthur Center LPTM Partridge Creek Mall LPTMD Holdings LLCTPF Equity REIT Operating Partnership LPTri Coastal DesignTycoon InternationalUS Postal ServiceUtah, State of, Tax CommissionVCMG LLCVictoria Gardens Mall LLCVirginia, Commonwealth of, Department of

TaxationWashington, State of, Department of

RevenueWatters Creek Investors LLCWells FargoWestcor San Tan Village LLCWestern B South LLC


SCHEDULE 1(n)

U.S. Trustee, Judges, and Court Contacts for the District of Delaware

Attix, LaurenBuchbinder, DavidCarey, Kevin J.Casey, LindaDice, HollyDortch, Shakima L. Fox, Timothy J., Jr.Giordano, DianeGreen, ChristineGross, KevinHackman, BenjaminHeck, JeffreyKeilson, BryaKenney, MarkLeamy, JaneMcCollum, Hannah M.O’Malley, James R. Panacio, MichaelSarkessian, JulietSchepacarter, RichardSerrano, Edith A. Shannon, Brendan L.Silverstein, Laurie SelberSontchi, Christopher S.Starr, KarenTinker, T. PatrickVinson, RamonaWalrath, Mary F.Weissgerber, JaclynWest, MichaelWynn, Dion


SCHEDULE 2

Name of Entity Searched Name of Entity and/or Affiliate of Entity, that is a K&E Client Status

Aetna Life Insurance Co. bswift Inc. ClosedAIG Varagon Capital Partners CurrentAlixPartners Galvaude Private Investments Inc. Current

Ivory Private Investments Inc. CurrentMPH Pacific Corp. ClosedPSP Investments Canada Inc. CurrentPSP Investments Credit USA LLC CurrentPSP Investments Holding USA LLC CurrentPSP Investments USA LLC CurrentPublic Sector Pension Investment Board Current

AlixPartners Investcorp ClosedGuildford Town Center Caisse de dépôt et placement du Québec CurrentVaughan MillsAmerican Express American Express Global Business Travel ClosedApollo Global Management LLC Apollo Global Management, LLC CurrentMailgun Apollo Investment Management ClosedStone Tower Capital Apollo Management Closed

Apollo Management International LLP CurrentApplied Predictive Technologies Inc.

APT Software Current

Aptos Canada Inc. AEV CurrentAptos Inc. AEVI Current

AEVII CurrentAPAX Excelsior VI, L.P. CurrentAPAX Excelsior VI-A C.V. CurrentAPAX Excelsior VI-B C.V. CurrentAPAX IX EUR CurrentAPAX IX USD CurrentApax Partners LLP CurrentAPAX VIII EUR CurrentAPAX VIII USD CurrentAptos, Inc. Current

Argo Argo Group International Holdings, Ltd. CurrentAT&T - EFT AT&T Corp. CurrentAT&T Mobility AT&T Inc. Current

AT&T Intellectual Property II L.P. Current



AT&T Intellectual Property LLC CurrentAT&T Services, Inc. CurrentDIRECTV Customer Services, Inc. CurrentDIRECTV Enterprises, LLC CurrentDIRECTV Group Holdings, LLC CurrentDIRECTV Holdings LLC CurrentDIRECTV Merchandising, Inc. CurrentDIRECTV Operations LLC CurrentDIRECTV Sports Network LLC CurrentDIRECTV, Inc. ClosedDIRECTV, LLC CurrentTeleport Communications of America, LLC

Current

The DIRECTV Group, Inc. CurrentBank of America Merrill Lynch BA Capital Company, L.P. Current

Banc of America Capital Investors SBIC, L.P.

Current

BancAmerica Capital Investors SBIC II, L.P.

Current

BancBoston Ventures, Inc. CurrentBank of America Capital Investors CurrentBank of America Corporation CurrentBank of America Merrill Lynch ClosedBank of America Ventures CurrentBank of America, N.A. CurrentBank of America, N.A., Beijing Branch ClosedContinental Illinois Venture Corporation CurrentDebby Presser FormerHeng Qu CurrentMerrill Lynch (Asia Pacific) Limited ClosedMerrill Lynch Capital Services, Inc. CurrentMerrill Lynch Credit Products, LLC ClosedMerrill Lynch Far East Limited ClosedMerrill Lynch, Pierce, Fenner & Smith, Inc.

Current

Steven A. Mayer ClosedBoston Consulting Group Lindsay Pykosz Current



California, State of, Board of Equalization

The Williams Institute Current

California, State of, Labor CommissionCanada, Government of, Revenue Agency Canada Pension Plan Investment Board

Closed

Purolator Inc. CPP Investment Board CurrentCPPIB Asia Inc. CurrentCPPIB Canada Inc. Current

Carlyle/Cypress Leesburg I LLC AlpInvest Partners B.V. ClosedCarlyle-Cypress Tuscaloosa I LLC

Carlyle Asia Investment Advisers Limited Current

Comdata Carlyle Credit Opportunities CurrentCarlyle Europe Technology Partners III Advisor S.a.r.l.

Closed

Carlyle Realty Partners III, L.P. CurrentCarlyle Realty Partners IV, L.P. CurrentCarlyle Realty Partners V, L.P. CurrentCarlyle Realty Partners, L.P. CurrentCarlyle Strategic Partners CurrentClaren Road Asset Management, LLC ClosedEdward Mathias ClosedRodney S. Cohen CurrentThe Carlyle Group CurrentThe Carlyle Group Europe - CEP IV Advisor S.a r.l.

Closed

Champion Energy Services LLC Calpine Corporation CurrentCPN Insurance Corporation Current

Chase Paymentech Banc One Capital Markets, Inc. ClosedBeth Cottrell ClosedChase Bank USA ClosedChase Bank USA, NA CurrentChase Paymentech Solutions, LLC CurrentChristina Trowbridge ClosedDeborah Brignac ClosedHighbridge Capital Management, LLC CurrentJ.P. Morgan Securities (Far East) Limited Current



J.P. Morgan Securities Asia Pacific Limited

Current

J.P. Morgan Securities LLC CurrentJP Morgan Asset Management ClosedJP Morgan Chase & Co. CurrentJP Morgan Limited ClosedJP Morgan Securities plc ClosedJPMorgan Asset Management - Global Real Assets

Current

JPMorgan Asset Management - Global Special Situations

Current

JPMorgan Chase & Co. CurrentJPMorgan Chase Bank, N.A. CurrentMary Cook ClosedPaymentech, LLC CurrentWhitney Cook Closed

Cisco Spark Cisco Consumer Products LLC CurrentCisco Systems, Inc. CurrentMadhav Marathe CurrentSudhir Rao Current

Clipper Magazine AM General LLC CurrentHarland Clarke Co. Harland Clarke Corp. Current

M&F Worldwide Corp. CurrentMacAndrews & Forbes Holdings, Inc. Closed

CognizantCognizant Technology Solutions Corporation CurrentTriZetto Corporation Current

Colorado, State of, Department of Revenue State of Colorado FormerComcast DreamWorks Animation SKG, Inc. ClosedComdata D. Tyler Mayoras Current

FleetCor Technologies, Inc. ClosedComEd Exelon Corporation CurrentConstellation NewEnergy Volta Energy Technologies, LLC ClosedConstellation NewEnergy - TexasPECOConcur Technologies Inc. Fieldglass, Inc. Closed



Curalate Inc. Howard Morgan CurrentCuralate Inc. RSE Ventures, LLC FormerCuralate Inc. NEA Ventures 2000, L.P. ClosedGroupon Inc. New Enterprise Associates Current

New Enterprise Associates 9 L.P. ClosedCushman & Wakefield Cushman & Wakefield, Inc. Current

DTZ ClosedEvolution Media Growth Partners LLC CurrentM West REIT, Inc. CurrentStrategic Office Partners CurrentTPG Capital CurrentTPG Global, Inc. CurrentTPG Global, LLC CurrentTPG Growth, LLC CurrentTPG Real Estate CurrentTPG Real Estate Partners II, LP CurrentTPG Sixth Street Partners, LLC CurrentTPG Star VPSI, L.P. Current

Dell Project Aurora Parent, Inc. Current

SolarWindsSilver Lake Financial Management Company, L.L.C. Former

VM Ware Silver Lake Partners L.P. CurrentSilver Lake Sumeru CurrentSilver Lake Technology Management LLC ClosedSolarWinds Intermediate Holdings I, Inc. CurrentSolarWinds Intermediate Holdings II, Inc. CurrentSolarWinds, Inc. Current

Dominion VA/NC Power Questar Corporation CurrentDropBox Sequoia Capital Current

Sequoia Capital China Advisors Limited ClosedDuke Energy Piedmont Natural Gas CurrentDuke Energy ProgressEarthLink Business Windstream Holdings, Inc. CurrentEcova Inc. OpTerra Energy Group CurrentENGIE ResourcesELF Cosmetics Inc. J.A. Cosmetics Holdings, Inc. Current

J.A. Cosmetics US, Inc. Current



Equity One Northeast Portfolio Inc.

Equity One Inc. Closed

Regency Centers Gazit-Globe Ltd. CurrentErnst & Young LLP Ernst & Young LLP Current

Ernst & Young U.S. LLP Current

Experis US Inc. Manpower, Inc. CurrentFashion Show Mall LLC General Growth Properties, Inc. ClosedGGP GGPLP, LLC CurrentGGP LPGGP Staten Island Mall LLCGGP Tucson Mall LLCGGP/Homart II LLCGGP-Grandville LLCGGPLP LLCGGPLP Real Estate Inc.FedEx FedEx Custom Critical, Inc. Closed

FedEx Freight Corporation ClosedFedEx Ground Package Systems, Inc. ClosedFedEx Truckload Brokerage, Inc. Closed

Fireman’s Fund Insurance Allianz Capital Partners GmbH ClosedAllianz Infrastructure Partners GmbH ClosedPacific Investment Management Company, LLC

Current

Florida Power & Light Co.ClearSky Power & Technology Fund I LLC ClosedNextEra Energy, Inc. Closed

Freemall Associates LLC Macerich Co. ClosedMacerich Co.Macerich Deptford LLCScottsdale Fashion Square LLCWestcor San Tan Village LLCFTI FTI Consulting, Inc. Current

John Howard Batchelor CurrentKenneth Fung CurrentRoderick John Sutton Closed

Georgia, State of, Department of Revenue State of Georgia CurrentGoogle Inc. Google Energy Fund Management Team Closed



Jason Allen ClosedJohn M. Woolard ClosedRick Needham Closed

Guggenheim Partners Guggenheim Corporate Funding LLC Closed

Guggenheim Securities LLCGuggenheim Partners Investment Management, LLC Current

Links Holdings LLCHines Hines CurrentIllinois, State of, Department of Revenue

Governor Bruce V. Rauner and the Office of the Illinois Governor CurrentIllinois Executive Ethics Commission CurrentIllinois State Board of Education ClosedIllinois Torture Inquiry and Relief Commission Current

Illuminating Co., The FirstEnergy Corporation CurrentJersey Central Power & LightOhio EdisonInland Real Estate Group of Cos. Inc., The

InvenTrust Properties Corp. Closed

Innotas Orlando Bravo CurrentSolarWinds Paul Holden Spaht, Jr. Current

PHNTM Holdings, Inc. CurrentPlanview Parent, Inc. CurrentPlanview, Inc. CurrentProject Aurora Parent, Inc. CurrentProject Tesla Holding Corp. CurrentScott Crabill CurrentSeth J. Boro CurrentSolarWinds Intermediate Holdings I, Inc. CurrentSolarWinds Intermediate Holdings II, Inc. CurrentSolarWinds, Inc. CurrentThoma Bravo, LLC Current

JBG/Woodbridge REIT LLC JBG/Fund IX Manager, L.L.C. CurrentJDA New Mountain Capital CurrentJDA Software Inc.JLL Jones Lang LaSalle Group CurrentMP Shops at Highland Village LLC LaSalle Investment Management Current



Streets of Tanasbourne, The Steven F. Stratton FormerKRE Colonie Owner LLC KFN NR Mineral Holdings L.P., et al. Closed

KKR Asia Limited CurrentKKR Credit Advisors (Ireland) CurrentKKR Credit Advisors (US) LLC CurrentKKR Fund Holdings ClosedKKR REPA AIV-2, L.P. CurrentKohlberg Kravis Roberts & Co. L.P. CurrentPillarstone Europe LLP Current

Kronos Hellman & Friedman LLC Current

Ladder Capital Finance LLCLadder Capital Commercial Mortgage Securities LLC CurrentLadder Capital Corp. CurrentLadder Capital Finance Corporation CurrentLadder Capital Finance Holdings LLLP CurrentLadder Capital Finance Holdings LLP CurrentLadder Capital Finance LLC CurrentLadder Capital Realty II LLC CurrentLadder Capital Securities LLC ClosedNeal Moszkowski ClosedTowerBrook Capital Partners LP CurrentTowerBrook II Co-Investors, L.P. CurrentTowerBrook Investors II AIV, L.P. CurrentTowerBrook Investors II Executive Fund, L.P.

Current

TowerBrook Investors II, L.P. CurrentTowerBrook Investors III (Parallel), L.P. CurrentTowerBrook Investors III Executive Fund, L.P.

Current

TowerBrook Investors III, L.P CurrentTowerBrook Investors IV (892), L.P CurrentTowerBrook Investors IV (Onshore), L.P. CurrentTowerBrook Investors IV (OS), L.P. CurrentTowerBrook Investors IV Executive Fund, L.P.

Current

TowerBrook Investors, L.P. CurrentLadder Capital Finance LLC GI Partners Current



Ladder Capital Commercial Mortgage Securities LLC CurrentLadder Capital Corp. CurrentLadder Capital Finance Corporation CurrentLadder Capital Finance Holdings LLLP CurrentLadder Capital Finance Holdings LLP CurrentLadder Capital Finance LLC CurrentLadder Capital Realty II LLC CurrentLadder Capital Securities LLC Closed

LCM Asset Management LLC Tetragon Financial Group Limited CurrentLevel 3 Communications LLC CenturyLink, Inc. ClosedTW TelecomLiveIntent Inc. Brad Bernstein CurrentRioSoft Holdings Financial Technology Ventures (Q), L.P. Current

Financial Technology Ventures II (Q), L.P.

Current

Financial Technology Ventures II, L.P. CurrentFinancial Technology Ventures, L.P. CurrentFTV Capital CurrentFTV IV, L.P. ClosedFTVentures III, L.P. CurrentFTVentures III-N, L.P. CurrentFTVentures III-T, L.P. CurrentFTVentures IV, L.P. CurrentLiron Gitig CurrentRichard Garman Current

Marathon Asset Management Marathon Asset Management, LP CurrentMaryland, State of, Comptroller Montgomery County Teen Court FormerMetro Tech Service Corp. William P. Reedy ClosedMidAmerican Energy Co. Berkshire Hathaway Energy Co. FormerNV Energy BNSF Railway CurrentPacific Power Charter Brokerage Holdings Corp. FormerRocky Mountain Power McLane Company, Inc. ClosedMood Media Convergence, LLC Current

DMX Holdings, LLC CurrentDMX Residential Holdings, LLC CurrentDMX Residential, LLC CurrentDMX, LLC Current



Mood Media Borrower, LLC CurrentMood Media North America Holdings Corp. CurrentMood Media North America, LLC CurrentMood US Acquisition, LLC CurrentMuzak Capital, LLC CurrentMuzak Holdings, LLC CurrentMuzak LLC CurrentServiceNET Exp, LLC CurrentTechnomedia NY, LLC CurrentTechnomedia Solutions, LLC Current

Morgan Stanley Morgan Stanley & Co. International plc ClosedMorgan Stanley AIP GP L.P. Current Morgan Stanley Asia Limited CurrentMorgan Stanley Investment Management Limited

Current

Morgan Stanley Mezzanine Partners CurrentMorgan Stanley Real Estate Investing ClosedMorgan Stanley Real Estate Investments ClosedMorgan, Stanley & Co. CurrentMS MCC Highland LLC CurrentPrime Property Fund Current

Nationwide Nationwide Life Insurance CurrentNationwide Mutual Insurance Company CurrentVeterinary Pet Insurance Company Current

New York, State of, Department of Tax

New York State Courts Access to Justice Program

Current

New York, State of, Department of Taxation & Finance

New York State Senate Closed

New York, State of, Division of Human RightsNorth Carolina, State of, Department of Revenue North Carolina State Board of Elections Current

Patrick McCrory, as Governor of North Carolina CurrentPhilip E. Berger, as a member of the North Carolina State Board of Elections CurrentState of North Carolina Current



Timothy K. Moore, as a member of the North Carolina State Board of Elections Current

Optimizely Bain Capital Beteiligungsberatung GmbH CurrentBain Capital Credit, Ltd. CurrentBain Capital Europe, LLC CurrentBain Capital Everest Manager Holding, S.C.A.

Former

Bain Capital Everest Manager S.a.r.l. FormerBain Capital Limited ClosedBain Capital Private Equity (Asia), LLC CurrentBain Capital Private Equity (Europe), LLP

Current

Bain Capital Private Equity, LP CurrentBain Capital Public Equity, LP ClosedBain Capital Rise Education (HK) Limited

Current

Bain Capital Venture Coinvestment Fund, L. P.

Closed

Bain Capital Venture Fund 2016, L.P. ClosedBain Capital Ventures ClosedNeo (BC) SpA ClosedNeo (BC) Topco Limited ClosedStephen Zide Current

Oracle America Inc. Oracle America, Inc. CurrentOracle Corporation CurrentOracle International Corporation CurrentOracle USA, Inc. Current

Pacific Gas & Electric Pacific Gas and Electric Company CurrentPanos, Alex Alexander S. Panos ClosedPennsylvania, Commonwealth of, Department of Revenue

Office of the General Counsel of Pennsylvania CurrentOffice of the Governor of Pennsylvania CurrentOffice of the Secretary of State of Pennsylvania Current

Penske Penske Truck Leasing Co., L.P. ClosedPineBridge Investments FWD Group Innovation Holdings Limited Closed

FWD Group Limited ClosedFWD Life Insurance Company (Bermuda) Limited Current



Pacific Century Diversified Limited ClosedPacific Century Group Holdings HK Limited CurrentPacific Century Group Holdings Limited ClosedPacific Century Regional Developments Limited ClosedPCCW Limited ClosedRichard Li Current

Pomeroy IT Solutions Clearlake Capital Group, L.P. CurrentPomeroy IT Solutions Sales Co. Inc.

Pomeroy Group Holdings, Inc. Current

Prodege Technology Crossover Ventures CurrentProtection1 Protection One Alarm Monitoring, Inc. Current

Protection One Inc. CurrentQIC Properties QIC Private Capital Pty Ltd. Former

Radial South LP eBay, Inc. ClosedRepublic Records Vivendi SA CurrentUMG Recordings Inc.

RGIS LLCBCP (Singapore) VI Cayman Acquisition Co. Ltd.

Current

Blackstone Asia CurrentBlackstone Capital Partners VII ClosedBlackstone Management Partners LLC CurrentBlackstone Real Estate Partners CurrentBlackstone Real Estate Partners Limited CurrentBlackstone Singapore Pte Ltd. CurrentBlackstone Tactical Opportunities Advisors LLC

Current

Blackstone Tactical Opportunities Fund, L.P.

Current

Gavin Power LLC CurrentGSO Capital Partners CurrentHuntley & Huntley Energy Exploration,LLC

Closed

John-Paul Munfa CurrentLLOG Bluewater, LLC CurrentThe Blackstone Group CurrentThe Blackstone Group (Singapore) Pte Ltd.

Closed



The Blackstone Group International Partners LLP

Current

Tower West, Inc. CurrentRouse Properties Inc. Brookfield Asset Management, LLC Current

BSREP II Bermuda GP L.P. CurrentRREEF America REIT II Corp. HH

DB U.S. Financial Markets Current

Deutsche Alternative Asset Management Global Limited

Closed

Deutsche Bank AG CurrentDeutsche Bank AG, London Branch ClosedDeutsche Bank AG, New York Bank CurrentDeutsche Bank Americas Holding Corporation

Current

Deutsche Bank Securities Inc. CurrentDeutsche Bank Trust Company Americas CurrentDeutsche Bank Trust Corporation CurrentRREEF Management Company Current

Segerdahl Corp., The ICV Partners, LLC CurrentShopperTrak RCT Corp. ShopperTrak RCT Corporation CurrentSingerman Real Estate Singerman Real Estate, LLC CurrentSingerman Real Estate LLCSlade Industries Inc. Schindler Elevator Corporation CurrentSolarWinds HarbourVest Partners L.P. Current

Project Aurora Parent, Inc. CurrentSolarWinds Intermediate Holdings I, Inc. CurrentSolarWinds Intermediate Holdings II, Inc. CurrentSolarWinds, Inc. Current

SolarWinds Capital Analytics II LLC FormerNB Alternative Asset Allocation Advisers LLC FormerNB Alternative Fund Management GP LLC FormerNB Alternative Fund Management LLC FormerNB Alternative Investment Management GP LLC FormerNB Alternative Investment Management LLC Former



NB Alternatives Advisors LLC FormerNB Alternatives GP (Offshore) Ltd. FormerNB Alternatives GP Holdings LLC FormerNB Alternatives Holdings LLC FormerNB Amerique du Nord Diversifie PE 2007 FP GP LLC FormerNB Amerique du Nord Diversifie PE 2007 GP LLC FormerNB Co-Investment Associates Cayman GP Ltd. FormerNB Co-Investment Associates GP LLC FormerNB Crossroads 2010 Fund GP LLC FormerNB Crossroads Fund XVII GP LLC FormerNB Crossroads Fund XVIII GP LLC FormerNB Emerging Manager GP LLC FormerNB Equity Management GP LLC FormerNB IN PERF VC Fund GP LLC FormerNB Investment Holdings Associates GP LLC FormerNB PEP GP Limited FormerNB Secondary Fund of Funds Associates LP FormerNB Secondary Opportunities Associates GP LLC FormerNB Secondary Opportunities Associates II GP LLC FormerNB Tangible Assets GP LLC FormerNB THL Fund VI Manager LLC FormerNB/NJ Investment Fund GP LLC FormerNBDOF GP LLC FormerNBEH Ltd. FormerNBSH Acquisition LLC FormerNeuberger Berman AA LLC FormerNeuberger Berman Asia Holdings II LLC FormerNeuberger Berman Asia Holdings LLC FormerNeuberger Berman Asia Limited Former

Neuberger Berman Company of Delaware Former



Neuberger Berman Europe Holdings II LLC FormerNeuberger Berman Europe Holdings LLC FormerNeuberger Berman Europe Ltd. FormerNeuberger Berman Fixed Income Holdings LLC FormerNeuberger Berman Fixed Income LLC FormerNeuberger Berman Group LLC FormerNeuberger Berman Investment Management Consulting (Shanghai) Co Ltd. FormerNeuberger Berman Japan Limited FormerNeuberger Berman LLC FormerNeuberger Berman Management LLC FormerNeuberger Berman Mortgage Opportunity Assoiates Ltd. FormerNeuberger Berman Services LLC FormerNeuberger Berman Singapore Pte. Ltd. FormerNeuberger Berman Trust Company FormerNeuberger Berman Trust Holdings LLC FormerNeuberger Holdings LLC FormerProject Aurora Parent, Inc. FormerSolarWinds Intermediate Holdings I, Inc. FormerSolarWinds Intermediate Holdings II, Inc. FormerSolarWinds, Inc. Former

Southern California Edison Southern California Edison Company ClosedStandard & Poor’s Ratings Services Simon Jixiang Jin CurrentStaples 3094494 Nova Scotia Company (Canada) Current

3258402 Nova Scotia Company Current3285091 Nova Scotia Company (Canada) CurrentB2 Express Comercio, Servicos e Representacoes Ltda. (Brazil) CurrentBeijing Staples Commerce & Trade Co. Ltd. (China) CurrentCapital Office Products of Volusia County Inc. CurrentCerberus Capital Management, L.P. CurrentCorporate Express Canada, Inc. Current



CSO HG (Cayman) Intermediate Limited (Cayman) CurrentCSO HG (Cayman) Limited (Cayman) CurrentHappy Studio, Inc. CurrentHong Kong Staples Brands Ltd. CurrentIn Designs Global, Inc. CurrentJiangsu Staples Office Products Co. Ltd. (China) CurrentLebanon Mill, L.P. CurrentMarke Creative Merchandise Ltd. CurrentOA365 International Company Ltd. (Cayman) CurrentOffice Superstore East LLC (DE) CurrentOffice Superstore West LLC (MA) CurrentOranda AG CurrentPNI Digital Media Europe Ltd. (UK) CurrentPNI Digital Media Ltd. (UK) CurrentPNI Digital Media ULC (Canada) CurrentQS Quarterhouse Software, Inc. (TX) CurrentQuill Corporation CurrentQuill Lincolnshire, Inc. CurrentSBIN B.V. CurrentSchoolKidz.com, LLC CurrentShenzhen Staples Commerce & Trade Co. Ltd. (China) CurrentSOM Hagerstown LLC (DE) CurrentStaples (China) Investment Co. Ltd (Shanghai) CurrentStaples (Shanghai) Company Limited (China) CurrentStaples Argentina SA (Argentina) CurrentStaples Asia Investments Ltd. (Cayman) CurrentStaples Brands Consulting (Shenzhen) Co. Ltd. CurrentStaples Brands Inc. CurrentStaples Brands International Ltd. CurrentStaples Brands Sales, LLC CurrentStaples Brasil Comercio de Materials para Escritorio Ltda. (Brazil) Current



Staples Canada Holdings III, Inc. CurrentStaples Canada Holdings, LLC CurrentStaples Canada ULC CurrentStaples Connecticut LLC (DE) CurrentStaples Contract & Commercial, Inc. CurrentStaples Cyprus Holdings L.P. CurrentStaples Cyprus Holdings, Ltd. CurrentStaples Cyprus Intermediary Holdings, Ltd. CurrentStaples Dutch Management BV CurrentStaples E-Commerce (Shanghai) Co. Limited (China) CurrentStaples E-Commerce (Tianjin) Co., Ltd. (China) CurrentStaples Europe Holdings GP CurrentStaples Global Holdings, Ltd. CurrentStaples Global Markets, Inc. CurrentStaples GP, LLC CurrentStaples Hong Kong Investments Limited (Hong Kong) CurrentStaples of Maryland LLC (DE) CurrentStaples Procurement & Management Services PLC CurrentStaples Project 2017, LLC CurrentStaples Promotional Products Canada Ltd. CurrentStaples Shared Service Center (Europe) II BVBA CurrentStaples Shared Service Center, LLC CurrentStaples Solutions B.V. CurrentStaples Solutions, B.V ClosedStaples Taiwan Branch CurrentStaples Taiwan Corporation Limited (Cayman) CurrentStaples the Office Superstore, LLC (DE) CurrentStaples Value, LLC (VA) CurrentStaples Ventures, LLC CurrentStaples, Inc. CurrentSteven Mayer CurrentSTIC Corp. Current



The Staples Group, Inc. CurrentUSR Parent Inc. (DE) CurrentUSR Real Estate Holdings LLC (DE) CurrentWorksMedia Ltd. (UK) Current

Staples 3094494 Nova Scotia Company (Canada) Current3258402 Nova Scotia Company Current3285091 Nova Scotia Company (Canada) CurrentB2 Express Comercio, Servicos e Representacoes Ltda. (Brazil) CurrentBeijing Staples Commerce & Trade Co. Ltd. (China) CurrentCapital Office Products of Volusia County Inc. CurrentCorporate Express Canada, Inc. CurrentCSO HG (Cayman) Intermediate Limited (Cayman) CurrentCSO HG (Cayman) Limited (Cayman) CurrentHappy Studio, Inc. CurrentHong Kong Staples Brands Ltd. CurrentIn Designs Global, Inc. CurrentJiangsu Staples Office Products Co. Ltd. (China) CurrentLebanon Mill, L.P. CurrentMarke Creative Merchandise Ltd. CurrentOA365 International Company Ltd. (Cayman) CurrentOffice Superstore East LLC (DE) CurrentOffice Superstore West LLC (MA) CurrentOranda AG CurrentPeter T. Morrow CurrentPNI Digital Media Europe Ltd. (UK) CurrentPNI Digital Media Ltd. (UK) CurrentPNI Digital Media ULC (Canada) CurrentQS Quarterhouse Software, Inc. (TX) CurrentQuill Corporation CurrentQuill Lincolnshire, Inc. CurrentSBIN B.V. CurrentSchoolKidz.com, LLC Current



Shenzhen Staples Commerce & Trade Co. Ltd. (China) CurrentSOM Hagerstown LLC (DE) CurrentStaples (China) Investment Co. Ltd (Shanghai) CurrentStaples (Shanghai) Company Limited (China) CurrentStaples Argentina SA (Argentina) CurrentStaples Asia Investments Ltd. (Cayman) CurrentStaples Brands Consulting (Shenzhen) Co. Ltd. CurrentStaples Brands Inc. CurrentStaples Brands International Ltd. CurrentStaples Brands Sales, LLC CurrentStaples Brasil Comercio de Materials para Escritorio Ltda. (Brazil) CurrentStaples Canada Holdings III, Inc. CurrentStaples Canada Holdings, LLC CurrentStaples Canada ULC CurrentStaples Connecticut LLC (DE) CurrentStaples Contract & Commercial, Inc. CurrentStaples Cyprus Holdings L.P. CurrentStaples Cyprus Holdings, Ltd. CurrentStaples Cyprus Intermediary Holdings, Ltd. CurrentStaples Dutch Management BV CurrentStaples E-Commerce (Shanghai) Co. Limited (China) CurrentStaples E-Commerce (Tianjin) Co., Ltd. (China) CurrentStaples Europe Holdings GP CurrentStaples Global Holdings, Ltd. CurrentStaples Global Markets, Inc. CurrentStaples GP, LLC CurrentStaples Hong Kong Investments Limited (Hong Kong) CurrentStaples of Maryland LLC (DE) CurrentStaples Procurement & Management Services PLC Current



Staples Project 2017, LLC CurrentStaples Promotional Products Canada Ltd. CurrentStaples Shared Service Center (Europe) II BVBA CurrentStaples Shared Service Center, LLC CurrentStaples Solutions B.V. CurrentStaples Solutions, B.V ClosedStaples Taiwan Branch CurrentStaples Taiwan Corporation Limited (Cayman) CurrentStaples the Office Superstore, LLC (DE) CurrentStaples Value, LLC (VA) CurrentStaples Ventures, LLC CurrentStaples, Inc. CurrentStefan Kaluzny CurrentSTIC Corp. CurrentSycamore Partners Management, LLC CurrentThe Staples Group, Inc. CurrentUSR Parent Inc. (DE) CurrentUSR Real Estate Holdings LLC (DE) CurrentWorksMedia Ltd. (UK) Current

Starwood Co-SEIF Canada Investors II, L.P. CurrentCo-SEIF Canada Investors, L.P. CurrentLNR Property Corp. ClosedSCG Hotel DLP, L.P. ClosedSH Group Global IP Holdings, LLC ClosedSOF-IX Fund CurrentStarwood Capital Group Global, L.P. CurrentStarwood Capital Operations LLC CurrentStarwood Distressed Opportunity Fund IX Global, L.P. CurrentStarwood Distressed Opportunity Fund IX-1 International, L.P CurrentStarwood Distressed Opportunity Fund IX-1 U.S., L.P. CurrentStarwood Energy Fund CurrentStarwood Energy Group Global CurrentStarwood Energy Infrastructure Co-Invest Fund, L.P. Current



Starwood Energy Infrastructure Fund II ClosedStarwood Energy Infrastructure Fund, L.P. CurrentStarwood International Opportunity Fund IX Investor L.P. CurrentStarwood Oil and Gas Group Global, L.P. ClosedStarwood Opportunity Fund IX CurrentStarwood Property Trust CurrentStarwood U.S. Opportunity Fund IX Investor L.P. CurrentStarwood UK Co-Invest, L.P. Current

Texas, State of, Comptroller Greg Abbott, as Governor of Texas CurrentTexas, State of, Comptroller of Public Accounts

Rolando Pablos, as Secretary of State of Texas CurrentState of Texas Current

THL Credit Senior Loan Strategies LLC THL Credit Advisors, LLC Current

Thomas H. Lee Partners Current

TIAATeachers Insurance and Annuity Association ClosedTeachers Insurance and Annuity Association of America CurrentTIAA-CREF Closed

Trintech Inc. Spectrum Equity Investors CurrentTrintech Holdings Limited Current

Trintech Inc. Adrian R. Alonso FormerAnand Anbalagan CurrentBrian Niranjan Sheth CurrentChristian B. Sowul CurrentDavid M. Post CurrentJacob H. Hodgman CurrentJames Morrill Ford CurrentJohn J. Stalder FormerJohn Warnken-Brill FormerJustin Cho CurrentKristine Jurczyk FormerMarc Teillon CurrentMartin Taylor Former



Michael Fosnaugh CurrentMonti Saroya CurrentRobert B. Rogers FormerRobert F. Smith CurrentStephen Seelbach CurrentTrintech Holdings Limited CurrentVCOF I FAF, LLC ClosedVCOF I-A, LLC ClosedVCOF I-B, LLC ClosedVincent L. Burkett FormerVista AIV Investment Vehicle ClosedVista Consulting Group, Inc. CurrentVista Credit Opportunities Fund I, L.P. ClosedVista Endeavor Fund CurrentVista Equity Partners CurrentVista Equity Partners Fund VI, L.P. Current

Twentieth Century Fox Licensing & Merchandising Fox Entertainment Group Inc. Closed

Fox News Network LLC CurrentTwentieth Century Fox Film Corporation CurrentTwenty-First CEntury Fox, Inc. Current

United States, Government of the, National Labor Relations Board

2010-1 SFG Venture LLC Closed

Alejandro García Padilla, as Governor of the Commonwealth of Puerto Rico

Closed

Carmen Villar Prados, as the Executive Director of the Puerto Rico Highways & Transportation Authority

Closed

Commonwealth of Puerto Rico CurrentEddie Baza Calvo CurrentEmployees’ Retirement System of the Government of the Commonwealth of Puerto Rico

Closed

Government Development Bank of Puerto Rico

Current

Government of Guam CurrentJuan C. Zaragoza Gómez, as Secretary of the Treasury of the Commonwealth of Puerto Rico

Closed

Konstantina Diamantopoulos Current



Luis F. Cruz Batista, as Director of the Office of Management and Budget of the Commonwealth of Puerto Rico

Closed

Puerto Rico Aqueduct and Sewer Authority

Closed

Puerto Rico Fiscal Agency and Financial Advisory Authority

Closed

Rep. William Ballard Hurd, as a member of the United States Congress

Current

Rick Perry, as former Governor of Texas CurrentUnited States Department of Homeland Security

Closed

USAA Real Estate Co. USAA Real Estate Company ClosedVerizon Wireless Empire City Subway Company Closed

GTE Wireless ClosedLowell C. McAdam ClosedMCI Communications Services, Inc. ClosedVerizon Business Global LLC ClosedVerizon Communications Inc. CurrentVerizon Enterprise Solutions, LLC ClosedVerizon New England, Inc. ClosedVerizon New York, Inc. CurrentVerizon North Inc. ClosedVerizon North Inc. - PA ClosedVerizon Pennsylvania Inc. ClosedVerizon Washington, D.C., Inc. Closed

Wells Fargo NEC IX, LLC ClosedNEC VIII, LLC ClosedNorwest Equity Capital, LLC ClosedNorwest Equity Partners VIII, LP ClosedNorwest Venture Partners ClosedNorwest Venture Partners VI-A, LP ClosedNorwest Venture Partners VII-A, LP ClosedNorwest Venture Partners VIII, LP ClosedPhilip Tretiak FormerWachovia Capital Partners Secondary Fund I, LP

Closed

Wachovia Holdings Corporation ClosedWachovia Investors, Inc. Closed



Wachovia Securities, LLC ClosedWells Fargo & Company ClosedWells Fargo Bank, N.A. ClosedWells Fargo Central Pacific Holdings, Inc. ClosedWells Fargo Securities LLC CurrentWells Fargo Securities, LLC ClosedWFC Holdings Corporation Closed

Wilmorite Wilmorite Inc. Current

Wisconsin, State of, Department of Revenue Wisconsin Legislature

Current

Woodbury Corp. Woodbury Corporation ClosedWoodbury Strategic Partners Management L.L.C.

Closed

Yottaa Inc.General Catalyst Group Management, LLC Current


EXHIBIT C

Adamek Declaration





)Case No. 17-12906 (CSS)

) (Jointly Administered)Debtors. )

)

DECLARATION OF ROBERT ADAMEK IN SUPPORT OF THE DEBTOR’S APPLICATION FOR THE ENTRY OF AN ORDER

AUTHORIZING THE RETENTION AND EMPLOYMENT OF KIRKLAND& ELLIS LLP AND KIRKLAND & ELLIS INTERNATIONAL LLP AS ATTORNEYS FOR THE DEBTORS AND DEBTORS IN POSSESSION

EFFECTIVE NUNC PRO TUNC TO THE PETITION DATE

I, Robert Adamek, Senior Vice President and Chief Financial Officer of Charming Charlie

Holdings Inc. being duly sworn, state the following under penalty of perjury:

1. I am the Senior Vice President and Chief Financial Officer of Charming Charlie

Holdings Inc. located at 5999 Savoy Drive, Houston, Texas 77036.

2. I submit this declaration (the “Declaration”) in support of the Debtors’ Application

for Entry of an Order Authorizing the Retention and Employment of Kirkland & Ellis LLP as

Attorneys for the Debtors and Debtors in Possession Effective Nunc Pro Tunc to the Petition Date

(the “Application”).2 Except as otherwise noted, I have personal knowledge of the matters set

forth herein.




2

The Debtors’ Selection of Counsel

3. The Debtors recognize that a comprehensive review process is necessary when

selecting and managing chapter 11 counsel to ensure that bankruptcy professionals are subject to

the same client-driven market forces, scrutiny, and accountability as professionals in

non-bankruptcy engagements.

4. Due to the potential legal complexities involved with these cases that may arise, the

Debtors were particularly concerned with potential counsel’s familiarity with restructuring within

the retail sector. Ultimately, the Debtors retained Kirkland because of its extensive experience in

corporate reorganizations in general and, more specifically, the distressed retail space.

5. In addition, Kirkland is familiar with the Debtors’ business operations and many of

the potential legal issues that may arise in the context of these chapter 11 cases. I believe that

Kirkland is both well qualified and uniquely able to represent the Debtor in these chapter 11 cases

in an efficient and timely manner.

Rate Structure

6. In my capacity as Senior Vice President, I, together with my team, am responsible

for supervising outside counsel retained by the Debtors in the ordinary course of business.

Kirkland has informed the Debtors that its rates for bankruptcy representations are comparable to

the rates Kirkland charges for non-bankruptcy representations. As discussed below, I am also

responsible for reviewing the statements regularly submitted by Kirkland, and can confirm that the

rates Kirkland charged the Debtors in the prepetition period are the same as the rates Kirkland will

charge the Debtors in the postpetition period.


3

Cost Supervision

7. The Debtors are working with Kirkland to prepare a prospective budget and staffing

plan, recognizing that in the course of these chapter 11 cases in particular, there may be a number

of unforeseen fees and expenses that will need to be addressed by the Debtors and Kirkland. The

Debtors further recognize that it is their responsibility to monitor closely the billing practices of

their counsel to ensure the fees and expenses paid by the estate remain consistent with the Debtors’

expectations and the exigencies of the chapter 11 cases. The Debtors will continue to review the

statements that Kirkland regularly submits, and, together with Kirkland, amend the budget and

staffing plans periodically, as the case develops.

8. As they did prepetition, the Debtors will continue to bring discipline, predictability,

client involvement, and accountability to the counsel fees and expenses reimbursement process.

While every chapter 11 case is unique, these budgets will provide guidance on the periods of time

involved the level of the attorneys and professionals that will work on various matters, and

projections of average hourly rates for the attorneys and professionals for various matters.



4

Pursuant to 28 U.S.C. § 1746, I declare under penalty of perjury that the foregoing is true

and correct to the best of my knowledge and belief.

Dated: December 21, 2017 Respectfully submitted,

/s/ Robert AdemekName: Robert AdamekTitle: Senior Vice President and Chief Financial Officer


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