Case 20-32181-KLP Doc 795 Filed 08/17/20 Entered 08/17/20 11:10:21 Desc Main Document Page 1 of 6

UNITED STATES BANKRUPTCY COURT EASTERN DISTRICT OF VIRGINIA RICHMOND DIVISION

------x : In re : Chapter 11 : CHINOS HOLDINGS, INC., et al., : Case No. 20–32181 (KLP) : Debtors.1 : (Jointly Administered) : ------x

SECOND SUPPLEMENTAL DECLARATION OF TYLER W. COWAN IN SUPPORT OF APPLICATION OF DEBTORS FOR (I) AUTHORITY TO RETAIN AND EMPLOY LAZARD FRÈRES & CO. LLC AS INVESTMENT BANKER EFFECTIVE AS OF PETITION DATE, (II) MODIFYING CERTAIN TIME-KEEPING REQUIREMENTS, AND (III) GRANTING RELATED RELIEF

I, Tyler W. Cowan, declare, pursuant to 28 U.S.C. § 1746, under penalty of perjury that:

1. I am a Managing Director of the firm Lazard Frères & Co. LLC (“Lazard”),

which has its principal office at 30 Rockefeller Plaza, New York, New York 10020. I am

authorized to execute this declaration (this “Declaration”) on behalf of Lazard and in support of

the Application of Debtors for (I) Authority to Retain and Employ Lazard Frères & Co. LLC as

Investment Banker Effective as of the Petition Date, (II) Modifying Certain Time-Keeping

1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number, as applicable, are Chinos Holdings, Inc. (3834); Chinos Intermediate Holdings A, Inc. (3301); Chinos Intermediate, Inc. (3871); Chinos Intermediate Holdings B, Inc. (3244); J. Crew Group, Inc. (4486); J. Crew Operating Corp. (0930); Grace Holmes, Inc. (1409); H.F.D. No. 55, Inc. (9438); J. Crew Inc. (6360); J. Crew International, Inc. (2712); J. Crew Virginia, Inc. (5626); Madewell Inc. (8609); J. Crew Brand Holdings, LLC (7625); J. Crew Brand Intermediate, LLC (3860); J. Crew Brand, LLC (1647); J. Crew Brand Corp. (1616); J. Crew Domestic Brand, LLC (8962); and J. Crew International Brand, LLC (7471). The Debtors’ corporate headquarters and service address is 225 Liberty St., New York, NY 10281.

Case 20-32181-KLP Doc 795 Filed 08/17/20 Entered 08/17/20 11:10:21 Desc Main Document Page 2 of 6

Requirements, and (III) Granting Related Relief (the “Application”) [Docket No. 216].2 Unless

otherwise stated in this Declaration, I have personal knowledge of the facts set forth herein.3

2. In connection with the Application, I submitted an initial declaration (the

“Initial Declaration”) describing Lazard’s connections to the Debtors and other Potential Parties

in Interest. The Initial Declaration was appended to the Application as Exhibit B. To the extent

that certain Potential Parties in Interest (or certain of their affiliates or instrumentalities) were

current or former investment banking clients of Lazard within the past three years, those parties

were identified on Schedule 2 to the Initial Declaration. On June 1, 2020, I filed a supplemental

declaration (the “First Supplemental Declaration”) [Docket No. 416] which included an updated

Schedule 2.

3. Subsequent to the filing of the First Supplemental Declaration and the

Retention Order, Lazard entered into an engagement agreement with an additional party on the

Potential Parties in Interest List in a matter unrelated to these chapter 11 cases. An updated

Schedule 2 is attached hereto.

I declare under the penalty of perjury that the foregoing is true and correct to the best of

my knowledge.

Dated: August 17, 2020 Sargentville, Maine

LAZARD FRÈRES & CO. LLC

/s/ Tyler W. Cowan NAME: Tyler W. Cowan TITLE: Managing Director

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

3 Certain disclosures herein relate to matters within the personal knowledge of other professionals at Lazard and are based on information provided by them.

2

Case 20-32181-KLP Doc 795 Filed 08/17/20 Entered 08/17/20 11:10:21 Desc Main Document Page 3 of 6

Updated Schedule 2

Engagements with Potential Parties in Interest1

3700 Mckinney Master Condo Associ Adidas Sales Inc. Aetna Inc. (“Aetna”) AIG Ala Moana Center Association American Express American Express Travel Atlantic City Associates #2 S1 Atlantic City Associates Llc Number 2 AXA X.L. America, Inc. Bell Atlantic Master Trust by Credit Value Partners Blackstone Group Management L.L.C. Blackstone Holdings I L.P. Blackstone Holdings I/II GP Inc. Blackstone Holdings II L.P. Brookfield Property REIT, Inc. CalPERS Capgemini America Inc. Centerpoint Energy Centerpoint Energy Minnegasco Central Hudson Gas & Electric CO Century City Mall LLC Centurylink Charlotte Outlets LLC Citibank NA Citizens Energy Group City Creek Center Assoc. LLC Columbia Gas Of Kentucky Columbia Gas Of Massachusetts Columbia Gas Of Ohio Columbia Gas Of Virginia Columbus Outlets LLC Corbin Erisa Opportunity Fund Ltd Coroc/Hilton Head I LLC Country Club Plaza KC Partners CVC Credit Partners Global Yield Master LP CVS Caremark

1 A member of the board of directors of Lazard’s parent company, Lazard Ltd, is also a member of senior management of a foreign subsidiary of a Potential Party in Interest listed under the category “Utility Providers/Utility Brokers.” Other subsidiaries of that Potential Party in Interest were also Potential Parties in Interest listed under the category “Utility Providers/Utility Brokers.”

Case 20-32181-KLP Doc 795 Filed 08/17/20 Entered 08/17/20 11:10:21 Desc Main Document Page 4 of 6

Cyber Source Dell Marketing LP Deutsche Bank AG Cayman Islands DTE Energy Dynegy Energy Services El Paso Electric Evergy KS MO Metro MO West Express Scripts Inc Fairfax Company of Virginia LLC Fairfax Co of Virginia LLC, commonly known as Fair Oaks Mall Fashion Outlets at Foxwoods LLC Florida Power & Light Company (FPL) Forbes Taubman Orlando LLC Forest City Enterprises Inc. FSH Associates LP General Growth Properties (GGP) Georgia Pacific Corrugated LLC GGP CPP Plaza Frontenac LLC Goldman Sachs & Co. Goldman Sachs & Co. LLC Goldman Sachs Bank USA Goldman, Sachs & Co. Green Hills Mall TRG LLC, commonly known as The Mall at Green Hills GSO Advisor Holdings L.L.C. GSO Aiguille Des Grands Montets Fund I LP GSO Aiguille Des Grands Montets Fund II LP GSO Aiguille Des Grands Montets Fund III LP GSO Capital Partners LP GSO Churchill Partners LP GSO Credit Alpha Diversified Alternatives LP GSO Credit Alpha II Trading Cayman GSO Credit Alpha Trading (Cayman) LP GSO Credit Alpha Trading Cayman LP GSO Credit-A Partners LP GSO Harrington Credit Alpha Fund (Cayman) LP Gulf Power Illinois National Insurance Company Illinois National Insurance Company (AIG) Jersey Central Power & Light Kimco Realty Corp Kimco Realty Corporation Kimco Realty Group KMO-361 Manhasset LLC KMO‐361 Realty Associates LLC La Cantera Retail Ltd. Partners Mid-South Outlet Holdings LLC

Case 20-32181-KLP Doc 795 Filed 08/17/20 Entered 08/17/20 11:10:21 Desc Main Document Page 5 of 6

Morgan Stanley MUFG Bank, Ltd. MUFG Union Bank, N.A. National Union Fire Insurance Company of Pittsburgh, Pa. NIPSCO ‐ Northern Public Serv Co North Shore Gas Ohio Edison Outlet Mall of Savannah LLC Pacific Gas & Electric Penn Power Peoples Gas Portland General Electric (PGE) Potomac Edison Principal Life Insurance Co PRISA LHC LLC Prudential Insurance Company of America Pyramid Walden Company LP Rackspace US Inc. Related Rouse Properties, Inc. Rouse Providence LLC Saint Louis Galleria LLC San Diego Gas & Electric SAP Industries Inc. Short Hills Associates Short Hills Associates LLC, commonly known as The Mall at Short Hills Sony Corporation Southern California Gas (The Gas Co.) SWG ‐ Southwest Gas Corporation Tampa Westshore Associates Limited Partnership, commonly known as International Plaza, Tampa Westshore Associates LP Tampa Westshore Associates Tanger National Harbor LLC Tanger Outlet Centers Tanger Outlet Centers, INC. Tanger Properties Limited Tanger Properties Ltd. Partnership Taubman Taubman Auburn Hills Associates LP Taubman Cherry Creek Shopping Taubman‐Cherry Creek Cntr LLC L.P. The Goldman Sachs Group, Inc. The Illuminating Company The Pyramid Companies The Rouse Co.

Case 20-32181-KLP Doc 795 Filed 08/17/20 Entered 08/17/20 11:10:21 Desc Main Document Page 6 of 6

TIAA-CREF TPG Capital BD, LLC TPG Capital, L.P. TPG Capital, L.P. and affiliates TPG Capital, LP TPG Chinos Co-Invest, L.P. TPG Chinos, L.P. TRS Oak II Ltd TWMB Associates LLC Unibail-Rodamco-Westfield U.S. Bank National Association United Illuminating Company US Bank National Association Vectren Energy Delivery Verizon Verizon Business Verizon Wireless Visa Vornado Office Management LLC, NY Vornado Realty LP Vornado Realty Trust Washington Gas Waterside Shops LLC WE Energies/Wisconsin Electric/Gas West Farms Mall LLC, commonly known as Westfarms Western World Insurance Company Westfield Corporation Westfield Group Westfield Topanga Owner LLC WFP Retail Co. LP WFP Retail CO LP XCEL Energy XL Catlin XL Specialty Insurance Company