Case 3:20-bk-02387-JAF Doc 435 Filed 09/23/20 Page 1 of 31

IN THE BANKRUPTCY COURT FOR THE MIDDLE DISTRICT OF FLORIDA

In re: ) ) Chapter 11

STEIN MART INC1. ) Case No. 3:20-bk-2387 STEIN MART BUYING CORP. ) Case No. 3:20-bk-2388 STEIN MART HOLDING CORP., ) Case No. 3:20-bk-2389

) (Jointly Administered) Debtors. )

APPLICATION PURSUANT TO FED. R. BANKR. P. 2014(a) FOR ORDER UNDERSECTION 1103 OF THE BANKRUPTCY CODE AUTHORIZING THE EMPLOYMENT AND RETENTION OF FTI CONSULTING, INC. AS FINANCIAL ADVISOR TO THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS NUNC PRO TUNC TO AUGUST 21, 2020

The Official Committee of Unsecured Creditors (the “Committee”) of the above-captioned debtors and debtors in possession (collectively, the “Debtors”) hereby move the Court for entry of an order under sections 328(a) and 1103 of title 11 of the United States Code (the “Bankruptcy

Code”), and Rule 2014 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), authorizing the employment and retention of the consulting firm of FTI Consulting, Inc., together with its wholly owned subsidiaries (“FTI”), as financial advisor to the Committee. In support of this application (the “Application”), the Committee respectfully states as follows:

JURISDICTION AND VENUE 1. The Court has jurisdiction over this Application pursuant to 28 U.S.C. §§ 157 and

1334. Venue of this proceeding and this Application is proper in this district pursuant to 28 U.S.C.

§§ 1408 and 1409. The statutory predicates for the relief sought herein are sections 328(a) and

1 The tax identification numbers of the Debtors are as follows: Stein Mart, Inc. 6198; Stein Mart Buying Corp. 1114; and Stein Mart Holding Corp. 0492. The address of the Debtors' principal offices: 1200 Riverplace Blvd., Jacksonville, FL 32207. The Debtors' claims agent maintains a website, https://cases.stretto.com/SteinMart, which provides copies of the Debtors' first day pleadings and other information related to the case.

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1103 of the Bankruptcy Code. .This Application is a core proceeding pursuant to 28 U.S.C. 157.

BACKGROUND 2. On August 12, 2020 (the “Petition Date”), the Debtors filed with this Court their voluntary petitions for relief under chapter 11 of title 11 of the Bankruptcy Code. Pursuant to sections 1107 and 1108 of the Bankruptcy Code, the Debtors are continuing to operate their businesses and manage their properties and assets as debtors in possession.

3. On August 18, 2020 the Office of the United States Trustee held a meeting to appoint the Committee pursuant to section 1102 of the Bankruptcy Code (the “Formation

Meeting”). At the Formation Meeting, the Committee selected Frost Brown Todd LLC as its counsel, and on August 21, 2020, the Committee selected FTI Consulting, Inc. as its financial advisor. The Committee consists of the following seven members:

(a) The CIT Group/Commercial Services, Inc.; (b) Camelot Communications, Ltd.; (c) White Oak Commercial Finance, LLC; (d) Leisure Merchandising Corp.; (e) Performance Food Group, Inc.; (f) Hanesbrand Inc.; and (g) Regency Centers L.P. RELIEF REQUESTED 4. By this Application, the Committee seeks to employ and retain FTI pursuant to sections 328(a) and 1103(a) of the Bankruptcy Code to perform financial advisory services for the Committee in these chapter 11 cases, nunc pro tunc to August 21, 2020.

5. The Committee is familiar with the professional standing and reputation of FTI.

The Committee understands and recognizes that FTI has a wealth of experience in providing financial advisory services in restructurings and reorganizations and enjoys an excellent reputation for services it has rendered in chapter 11 cases on behalf of debtors and creditors throughout the

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United States.

6. The services of FTI are deemed necessary to enable the Committee to assess and monitor the efforts of the Debtors and their professional advisors to maximize the value of their estates and to reorganize successfully. Further, FTI is well qualified and able to represent the

Committee in a cost-effective, efficient and timely manner.

SCOPE OF SERVICES 7. FTI will provide such financial advisory services to the Committee and its legal advisor as they deem appropriate and feasible in order to advise the Committee in the course of these chapter 11 cases, including but not limited to the following:

• Assistance in the review of financial related disclosures required by the Court, including the Schedules of Assets and Liabilities, the Statement of Financial Affairs and Monthly Operating Reports;

• Assistance in the preparation of analyses required to assess any proposed Debtor-In- Possession (“DIP”) financing or use of cash collateral;

• Assistance with the assessment and monitoring of the Debtors’ short term cash flow, liquidity, and operating results;

• Assistance in the review and monitoring of the asset sale process, including, but not limited to an assessment of the adequacy of the marketing process, completeness of any buyer lists, review and quantifications of any bids;

• Assistance with review of any tax issues associated with, but not limited to, claims/stock trading, preservation of net operating losses, refunds due to the Debtors, plans of reorganization, and asset sales;

• Assistance in the review of the claims reconciliation and estimation process;

• Assistance in the review of other financial information prepared by the Debtors, including, but not limited to, cash flow projections and budgets, business plans, cash receipts and disbursement analysis, asset and liability analysis, and the economic analysis of proposed transactions for which Court approval is sought;

• Attendance at meetings and assistance in discussions with the Debtors, potential investors, banks, other secured lenders, the Committee and any other official committees organized in these chapter 11 proceedings, the U.S. Trustee, other parties in interest and professionals hired by the same, as requested;

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• Assistance in the review and/or preparation of information and analysis necessary for the confirmation of a plan and related disclosure statement in these chapter 11 proceedings;

• Assistance in the evaluation and analysis of avoidance actions, including fraudulent conveyances and preferential transfers;

• Assistance in the prosecution of Committee responses/objections to the Debtors’ motions, including attendance at depositions and provision of expert reports/testimony on case issues as required by the Committee; and

• Render such other general business consulting or such other assistance as the Committee or its counsel may deem necessary that are consistent with the role of a financial advisor and not duplicative of services provided by other professionals in this proceeding.

FTI’S ELIGIBILITY FOR EMPLOYMENT 8. FTI has informed the Committee that, except as may be set forth in the Declaration of Cliff A. Zucker (the “Zucker Declaration”]), it does not hold or represent any interest adverse to the estate, and therefore believes it is eligible to represent the Committee under Section 1103(b) of the Bankruptcy Code. To the best of the Committee’s knowledge and based upon the Zucker

Declaration, (a) FTI’s connections with the Debtors, creditors, any other party in interest, or their respective attorneys are disclosed on Exhibit B to the Zucker Declaration; and (b) the FTI professionals working on this matter are not relatives of the United States Trustee or of any known employee in the office thereof, or any United States Bankruptcy Judge of the Mideel District of

Florida. FTI has not provided, and will not provide any professional services to the Debtors, any of the creditors, other parties-in-interest, or their respective attorneys and accountants with regard to any matter related to these chapter 11 cases.

9. FTI will conduct an ongoing review of its files to ensure that no conflicts or other disqualifying circumstances exist or arise. If any new material facts or relationships are discovered, FTI will supplement its disclosure to the Court.

10. FTI has agreed not to share with any person or firm the compensation to be paid for professional services rendered in connection with these cases.

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TERMS OF RETENTION 11. FTI is not owed any amounts with respect to pre-petition fees and expenses.

12. The Committee understands that FTI intends to apply to the Court for allowances of compensation and reimbursement of expenses for its financial advisory services in accordance with the applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, corresponding local rules, orders of this Court and guidelines established by the United States Trustee.

13. FTI seeks to be compensated on an hourly fee basis, plus reimbursement of actual and necessary expenses incurred by FTI. Actual and necessary expenses would include any reasonable legal fees incurred by FTI related to FTI’s retention and defense of fee applications in these cases, subject to Court approval.

14. The customary hourly rates, subject to periodic adjustments, charged by FTI professionals anticipated to be assigned to this case are as follows:

United States Per Hour (USD) Senior Managing Directors $920 - 1,295 Directors / Senior Directors / Managing Directors 690 - 905 Consultants/Senior Consultants 370 - 660 Administrative / Paraprofessionals 150 - 280

15. FTI understands that interim and final fee awards are subject to approval by this Court. INDEMNIFICATION 16. In addition to the foregoing, and as a material part of the consideration for the agreement of FTI to furnish services to the Committee pursuant to the terms of this Application,

FTI believes that the following indemnification terms are customary and reasonable for financial advisors in chapter 11 cases:

a. subject to the provisions of subparagraphs (b) and (c) below and approval of the Court, the Debtors are authorized to indemnify, and shall indemnify, FTI for any claims arising from, related to, or in connection with FTI's engagement under this

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Application, but not for any claim arising from, related to, or in connection with FTI’s post-petition performance of any other services other than those in connection with the engagement, unless such post-petition services and indemnification therefore are approved by this Court; and

b. the Debtors shall have no obligation to indemnify FTI for any claim or expense that is either (i) judicially determined (the determination having become final) to have arisen primarily from FTI’s gross negligence, willful misconduct or fraud unless the Court determines that indemnification would be permissible pursuant to In re United Artists Theatre company, et al., 315 F.3d 217 (3d Cir. 2003), or (ii) settled prior to a judicial determination as to FTI's gross negligence, willful misconduct or fraud, but determined by this Court, after notice and a hearing, to be a claim or expense for which FTI is not entitled to receive indemnity under the terms of this Application; and

c. if, before the earlier of (i) the entry of an order confirming a chapter 11 plan in thes cases (that order having become a final order no longer subject to appeal), and (ii) the entry of an order closing these chapter 11 cases, FTI believes that it is entitled to the payment of any amounts by the Debtors on account of the Debtors’ indemnification obligations under the Application, including, without limitation, the advancement of defense costs, FTI must file an application in this Court, and the Debtors may not pay any such amounts to FTI before the entry of an order by this Court approving the payment. This subparagraph (c) is intended only to specify the period of time under which the Court shall have jurisdiction over any request for fees and expenses by FTI for indemnification, and not as a provision limiting the duration of the Debtors’ obligation to indemnify FTI.

The Committee believes that indemnification is customary and reasonable for financial advisors in chapter 11 proceedings. See In re Joan & David Halpern, Inc., 248 B.R. 43 (Bankr.

S.D.N.Y. 2000).

NO PRIOR REQUEST

17. No prior Application for the relief requested herein has been made to this or any other Court.

NOTICE 18. Notice of this Application has been given to (i) the Debtors and (ii) the United

States Trustee. In light of the nature of the relief requested, the Committee submits that no further notice is required.

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WHEREFORE, the Committee respectfully requests that the Court enter an order, substantially in the form attached hereto, authorizing the Committee to employ and retain FTI as financial advisors for the Committee for the purposes set forth above, nunc pro tunc to August 21,

2020, and grant such further relief as is just and proper.

Englewood, CO Date: September 23, 2020

THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS OF STEIN MART INC., ET AL.

Performance Food Group, Inc. d/b/a Vistar Corpoation, solely in its capacity as Committee Chair and not in its individual capacity2

/s/ Brad Boe______Brad Boe Committee Chair

2 Except as otherwise provided in this Application, I have made the statements herein on information and belief and in reliance on statements made to me by the Committee and its professionals.

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE MIDDLE DISTRICT OF FLORIDA

In re: ) ) Chapter 11

STEIN MART, INC1. ) Case No. 3:20-bk-2387 STEIN MART BUYING CORP. ) Case No. 3:20-bk-2388 STEIN MART HOLDING CORP., ) Case No. 3:20-bk-2389

) (Jointly Administered) Debtors. )

DECLARATION IN SUPPORT OF THE APPLICATION FOR AN ORDER AUTHORIZING EMPLOYMENT AND RETENTION OF FTI CONSULTING, INC. AS FINANCIAL ADVISOR FOR THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS

Pursuant to 28 USC Section 1746, Cliff A. Zucker declares as follows :

1. I am a Senior Managing Director with FTI Consulting, Inc., together with its wholly owned subsidiaries (“FTI”), an international consulting firm. I submit this Declaration on behalf of

FTI (the “Declaration”) in support of the application (the “Application”) of the Official Committee of Unsecured Creditors (the “Committee”) of Stein Mart, Inc., et al., the debtors and debtors-in- possession in the above-captioned chapter 11 cases (collectively, the “Debtors”), for an order authorizing the employment and retention of FTI as financial advisor under the terms and conditions set forth in the Application. Except as otherwise noted2, I have personal knowledge of the matters set forth herein.

1 The tax identification numbers of the Debtors are as follows: Stein Mart, Inc. 6198; Stein Mart Buying Corp. 1114; and Stein Mart Holding Corp. 0492. The address of the Debtors' principal offices: 1200 Riverplace Blvd., Jacksonville, FL 32207. The Debtors' claims agent maintains a website, https://cases.stretto.com/SteinMart, which provides copies of the Debtors' first day pleadings and other information related to the case 2 Certain of the disclosures herein relate to matters within the personal knowledge of other professionals at FTI and are based on information provided by them.

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DISINTERESTEDNESS AND ELIGIBILITY

2. In connection with the preparation of this Declaration, FTI conducted a review of its contacts with the Debtors, their affiliates and certain entities holding large claims against or interests in the Debtors that were made reasonably known to FTI. A listing of the parties reviewed is reflected on Exhibit A to this Declaration. FTI’s review, completed under my supervision, consisted of a query of the Exhibit A parties within an internal computer database containing names of individuals and entities that are present or recent former clients of FTI. A listing of such relationships that FTI identified during this process is set forth on Exhibit B to this Declaration.

3. Based on the results of its review, FTI does not have a relationship with any of the parties on Exhibit A in matters related to these proceedings. FTI has provided and could reasonably expect to continue to provide services unrelated to the Debtors’ cases for the various entities shown on Exhibit B. FTI’s assistance to these parties has been related to providing various financial restructuring, litigation support, technology, strategic communications, and economic consulting services. To the best of my knowledge, FTI does not hold or represent any interest adverse to the estate, nor does FTI’s involvement in these cases compromise its ability to continue such consulting services.

4. Further, as part of its diverse practice, FTI appears in numerous cases, proceedings and transactions that involve many different professionals, including attorneys, accountants and financial consultants, who may represent claimants and parties-in-interest in the Debtors' cases.

Also, FTI has performed in the past, and may perform in the future, advisory consulting services for various attorneys and law firms, and has been represented by several attorneys, law firms and financial institutions, some of whom may be involved in these proceedings.

5. In addition, FTI has in the past, may currently and will likely in the future be working with or against other professionals involved in these cases in matters unrelated to the Debtors and

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Case 3:20-bk-02387-JAF Doc 435 Filed 09/23/20 Page 10 of 31 these cases. Based on our current knowledge of the professionals involved, and to the best of my knowledge, none of these relationships create interests adverse to the estate, and none are in connection with these cases.

6. FTI is not believed to be a “Creditor” with respect to fees and expenses of any of the

Debtors within the meaning of Section 101(10) of the Bankruptcy Code. Further, neither I nor any other member of the FTI engagement team serving this Committee, to the best of my knowledge, is a holder of any outstanding debt instruments or shares of the Debtors’ stock.

7. As such, to the best of my knowledge, FTI does not hold or represent any interest adverse to the estate, and therefore believes it is eligible to represent the Committee under Section

1103(b) of the Bankruptcy Code.

8. It is FTI’s policy and intent to update and expand its ongoing relationship search for additional parties in interest in an expedient manner. If any new material relevant facts or relationships are discovered or arise, FTI will promptly file a Bankruptcy Rule 2014(a) Supplemental

Declaration.

PROFESSIONAL COMPENSATION

9. Subject to Court approval and in accordance with the applicable provisions of the

Bankruptcy Code, the Bankruptcy Rules, applicable U.S. Trustee guidelines and local rules, FTI will seek payment for compensation on an hourly basis, plus reimbursement of actual and necessary expenses incurred by FTI, including legal fees related to this retention application and future fee applications as approved by the court. FTI's customary hourly rates as charged in bankruptcy and non-bankruptcy matters of this type by the professionals assigned to this engagement are outlined in the Application for the employment of FTI. These hourly rates are adjusted periodically.

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10. According to FTI’s books and records, during the ninety day period prior to the

Debtors’ petition date, FTI performed no professional services or incurred any reimbursable expenses on behalf of the Debtors.

11. To the best of my knowledge, a) no commitments have been made or received by FTI with respect to compensation or payment in connection with these cases other than in accordance with the provisions of the Bankruptcy Code and b) FTI has no agreement with any other entity to share with such entity any compensation received by FTI in connection with these chapter 11 cases.

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

Executed this 23rd day of September, 2020

/s/ Cliff A. Zucker______Cliff A. Zucker

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EXHIBIT A

Listing of Parties-in-Interest Reviewed for Current and Recent Former Relationships

Debtors Hirschfield Kraemer Stein Mart Buying Corp. Holland & Knight Stein Mart Holding Corp. Jackson Lewis Stein Mart, Inc. KPMG Lockton Current Directors and Officers Peggy Israel James Brown PJ Solomon Irwin Cohen Rothschild LG Thomas Cole SB360 Capital Partners, LLC Timothy Cost Smith Gambrell Robert Devine Stretto Lisa Galanti Tiger Capital Group, LLC Hunt Hawkins John Hegedus Bankruptcy Judges Steve Horowitz Roberta Colton Jay Stein Caryl Delano Glori Katz Jerry Funk MaryAnne Morin Cynthia Jackson Chantelle Quick Karen Jennemann Nadine Rauner Catherine McEwen Richard Sisiki Lori Vaughan Nick Sweetonic Michael Williamson Burton Tansky Top Twenty Creditors Equity Camelot Strategic Marketing and Media Stein Family Holdco LLC CIT Commercial Services Stein Mart, Inc. DSW Hanesbrands Inc. Debtors Professionals Harvest Small Business Finance LLC Abel Bean John Paul Richard Inc. Baker Hostetler Kellwood Apparel LLC Bradley Arant Boult Cummings LLP Levtex LLC Clear Thinking Group Michael Kors Constantine Cannon Microsoft Licensing GP Deloitte Milberg Factors Inc. DLA Piper Oracle America, Inc. Ernst & Young Peerless Clothing Foley & Lardner LLP Purered Creative Inc. Gordon Brothers Retail Partners, LLC PVH Corp. Great American Group, LLC Rosenthal & Rosenthal Inc. Hilco Merchant Resources, LLC Sterling National Bank

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Tharanco Lifestyles LLC Florida Secretary of State Wells Fargo Trade Capital Services Fresno County Tax Collector White Oak Commercial Finance Georgia Department of Revenue Guilford County Tax Department Creditors Committee Illinois Department of Revenue Camelot Communications, Inc. Illinois Secretary of State CIT Group Indiana Department of Revenue Hanesbrands, Inc. Iowa Department of Revenue and Finance Leisure Merchandising Corp James City County Treasurer Performance Food Group Jefferson County Department of Revenue Regency Centers L.P Jefferson Parish Sheriff's Office White Oak Commercial Finance, LLC Kansas Department of Revenue Kansas Department of Revenue Committee Counsel Kentucky Department of Revenue Frost Brown Todd Kentucky State Treasurer Gray Robinson Lafayette Parish School Board Los Angeles County Tax Collector Government Entities Louisiana Department of Revenue Alabama Department of Revenue Louisiana Secretary of State Alabama Department of Revenue Madison County Sales Tax Dept Arizona Department of Revenue Michigan Department of Treasury Arkansas Secretary of State Minnesota Department of Revenue Caddo Shreveport Sales Tax Commission Mississippi Department of Revenue Secretary of State Missouri Department of Revenue California State Board of Equalization Missouri Dept. of Revenue California State Board of Equalization Missouri Secretary of State City and County of Denver, CO Mobile County City of Auburn, AL Montgomery County Commission City of Aurora, CO Moore County Tax Department City of Birmingham, AL Nebraska Department of Revenue City of Centennial, CO Nevada State Capitol Building City of Colorado Springs, CO New Jersey Division of Taxation City of Huntsville, AL New Mexico Secretary of State City of Mobile, AL New Mexico Taxation and Revenue City of Monroe, LA Department City of Montgomery, AL New Mexico Taxation and Revenue Dept. City of Thornton, CO New York State Dept. of Taxation and City of Tuscaloosa, AL Finance Colorado Department of Revenue New York State Sales Tax Colorado Secretary of State North Carolina Department of Revenue Commonwealth of North Carolina Dept. of The Secretary of Comptroller of Maryland - SUT State County of Orange Department of Taxation CT Commissioner of Revenue Svcs. Oklahoma County Assessor Department of Finance/Admin. Oklahoma County Treasurer Dept. #77602, City of Ann Arbor Oklahoma Secretary of State Florida Department of Revenue Oklahoma Tax Commission

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Parish & City Treasurer of East Baton StarStone Rouge, LA Travelers Department of Revenue Zurich Pennsylvania Dept. of Revenue Pennsylvania Dept. of State Lenders, Equipment Lessors, and Banks Pitt County Tax Collector AT&T Capital Services Placer County Tax Collector Atlanta Fork Lifts, Inc. Riverside County Treasurer-Tax Collector Bank Direct Capital Finance Sacramento County Congress Financial Corporation SBC Tax Collector Crown Equipment Corporation SC Department of Revenue DSW Leased Business Division, LLC SCC DTAC EPlus Group, Inc. Shelby County Commission GE Money Bank Unique Designs, Inc. South Carolina Dept. of Revenue Hana Financial Group South Dakota Department of Revenue Harvest Small Business Finance LLC St. Tammany Parish Hitachi Capital America Corp. State of Delaware Prime Alliance Bank State of Delaware Division of Revenue Sun Bank State of Nevada Synchrony Bank State of Nevada - Sales/Use Toyota Industries Commercial Finance, Inc. State of New Jersey Wells Fargo Bank Tennessee Department of Revenue Xerox Financial Services Tennessee Secretary of State Texas Comptroller Lessors Texas Comptroller of Public Accounts 19 Props, LLC Treasurer, City of Memphis 2840 Veterans, L.L.C. Tuscaloosa County Special Tax Board 32 East Center Delaware, LLC Utah State Tax Commission 3939 Everhard LLC Virginia Department of Taxation AGRE Oak Grove Owner, LLC Washington Parish Sheriff's Office Albserton’s LLC Washington State Department of Revenue Allyne Parke Dynasty, LLC West Virginia State Tax Department AMI Winepress, LP Wisconsin Department of Revenue Arapahoe Crossings, L.P. ARC CTCHRNC001, LLC Insurers ARC Dogwood Promenade, LLC Axis Arlona Limited Partnership Chubb Aspen Square, Inc. Cincinnati Atlantic Crossing ADP, LLC CNA Auburn Mall, LLC Everest B&B Britton Plaza Holdings LLC HCC BCS Hopper, LLC Liberty Beechwood Promenade LLC Lloyd’s (Barbican) Belle Hollow Retail LLC Lloyd’s (Euclid) Benderson Properties, Inc. Lloyd’s (RSG) Blue Star/Henderson Enterprises, L.P. Old Republic BOKF Real Estate Holdings LLC Sompo Branch Westbury Associates, L.P.

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Brandywine Square LP Edifis Parkway Ltd BRE Mariner Belfair II LLC Equity One (Florida Portfolio), LLC BRE RC Lincoln Square TX LP EREP Jacaranda Plaza I, LLC BRE Retail Residual Owner 1 LLC ERP Hillcrest, LLC BRE Retail Residual Owner 2 LLC Excel Owner Promenade, LLC Brixmor GA Apollo I TX Holdings, LLC Fairway-Oak Hollow, LLC Brixmor GA Vail Ranch, LP Federal Realty Investment Trust Brixmor Holdings 1 SPE, LLC Feliz Commons, LLC Brixmor Holdings 12 SPE, LLC First City North Associates Brixmor/IA Quentin Collection, LLC Folsom Broadstone, Inc. BVA Lexington TC LLC Fountains Dunhill, LLC BVA Lexington TC LLC FR Shoppers World, LLC BVA Westside SPE LLC FW CA – Granada Village, LLC C.F. Smith Southern Pines, LLC G & I IX Brook Highland LLC Capitol Funds, Inc. G&I IX Rancho LP CG Kettering T & C, LLC G&I VIII Acadiana LLC CH Realty III / Battlefield, LLC Gateway Afton Ridge, Inc. CH Realty VII/R Nova Plaza IV L.L.C. Gateway Center, LLC Chestnut Ridge Associates LLC Gateway Fairview, Inc. Cinco Grand & Fry Retail, LP GBR Holmdel Plaza LLC Collins & Miller Woodhill LLC Glenbrook West General Partnership Concord Square Associates, LLC GRI West Woods, LLC Coro Rivoli Ventures, LLC Grit Development LLC d/b/a Plaza Del Sol CP Venture Two, LLC HAM Gateway, LLC CPP Sierra Vista LLC Hamilton TC, LLC CPT Settlers Market, LLC Hamilton Village Station, LLC CRI New Albany Square, LLC Hammond Aire LLC Crossroads Mall Partners, Ltd. Harbour Village Station LLC Crossroads Plaza 1743, LP Hartford-Lubbock Limited Partnership II DDR Southeast Snellville, LLC Hendon FGV Center LLC DDR Southeast Southlake LP HGREIT II Madison Road LLC DDRM Casselberry Commons, LLC Highland Centre DDR-SAU Atlanta Brookhaven, L.L.C. Holmdel GT LP DDRTC Cypress Trace LLC HSV Property Owner LP Deer Capital LLC IA Sarasota Tamiami, L.L.C. Delray Place, LLC ICA BFC Venture, LLC Deville Plaza LLC International Speedway Square Ltd. Dixie Associates IRC Orland Park Place, LLC DS Properties 17 LP IREIT Newport News Tech Center, L.L.C. DS Properties 18 LP Isram Prado LLC DT Commonwealth Center II LLC IVT Highlands at Flower Mound, LP DT Prado, LLC IVT Stevenson Ranch Plaza, LLC E. Scott Family Limited Partnership J&K NOLA LLC East Group Properties, LP JAHCO Keller Crossing LLC Eastgate Center Propco, LLC JBM-Stein, LLC ECHO Matthews, LLC JLH Crossroad Property LLC Edgewater Village, LLC JMCR Lincoln Heights, LP

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JTJG Foothill Village, L.C. Pembroke Square Associates Karlin Pima, LLC Pinebrook Investment, LLC Kimco Lakeland 123, Inc. Pittsford Plaza SPE, LLC Kimco Tallahassee 715, Inc. Pivotal 650 California St., LLC KRG 951 & 41, LLC Pompano MZL LLC KRG Lithia, LLC Post & Wickham Corporation KRG Parkside II, LLC Poway City S. C. LP KRG Portofino, LLC Premier Centre, L.L.C. KRG Vero, LLC Premier Place Improvements, LLC Kroger Limited Partnership I Preston Shepard Retail LP La Costa Town Center, LLC Price/Baybrook Ltd Lakewood South Land Trust Prologis, L.P. Lakewood Village Shopping Park, LLC Promenade Shopping Center, LLC LCP 1200 Riverplace, LLC PSM Alabama Holdings LLC Main St. Commons, LLC Publix Super Markets, Inc. Markets at McKnight I, LLC PVM Holdings, LLC Maryland Parkway Property, LLC Quebec Village JG Limited Mayfair HPR LLC R E Aurora Ohio Family, LLC Mayfair Station, LLC RAF Johnson City LLC McFarland Investment Partners, LLC Rainier Moore Plaza Acquisitions LLC McKinney SH I, Ltd. Ramco-Gershenson Properties L.P. Meadows Development of Terre Haute LLC Rancho Hulen LLC MEPT Parkside LLC Real Sub, LLC Merchants Walk (E&A), LLC Red Rock Regency, LLC Meyerland Retail Associates, LLC Regency Centers, L.P. Mission Grove Plaza, L.P. Rice Lakes Square LLC Myrtle Beach Farms Company, Inc. Riverplace Shopping Center, LLC New Market – Hanover, L.P. Roosevelt Square LLLP New Market-Champions, LLC Round Rock Crossing Texas, LP New Pepper Square S/C Ltd. Route 83 & Plainfield LLC Nicholas Park Mall LLC RPA Shopping Center Phase II LLC North 52 LLC RPAI Irving Limited Partnership North Nevada Retail Ventures LLC RVT Noble Town Center LLC North Willow, L.P. Sahara Center LLC Northwoods Center, Inc. San Clemente Kornland, LLC NPMC Retail, LLC Sauer Properties, Inc. Oaks Retail Partners, G.P. SB360 Capital Partners LLC Oakwood Square (E&A), LLC SCG Lion’s Head LLC Oglethorpe Mall, LLC SCI Verdae Fund, LLC Olde Towne Retail Investments, LLC Selig Enterprises, Inc. One South. Inc. Seminole Mall LP Orchard Center Company, LLC Shadelands Park, LLC OTR Shadowwood Square, Ltd. PAC Operating Limited Partnership SI 38, LLC Pacific Castle Smithridge, LLC Sierra Court LLC PCDF Properties LLC SIPOC Associates TIC Pecanland Mall, LLC Spirit MT Collierville TN, LLC

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SPUS8 FB Seminole JV Prop, LLC WSQ, LLC SRK Lady Lake 43 Associates LLC Yale Jackson Holdco LLC SS Brassfield, LLC St. Andrews Center 254, LLC Litigants Steger Towne Crossing, L.P. Almont Ambulatory Surgery Center Sterling (The Falls), LP Ande Kyles & Diane Taylor, et al. Stockbridge Myrtle Beach, LLC Aspen Square, Inc. Stoneridge Auto, LLC Barrios, Tomasa Sun Center Limited Barrios, Tomasa SunBrewer Partners, LP Blanchard, Mary Sunset Hills Owner LLC Bold, Brian Surprise Towne Center Holdings, LLC Cerrone, Elaine SUSO 4 Cordova LP City of Overland Park SuSu Developers Derita, Barbara T&C Crossing R2G Owner LLC Dew, Bobbie Tanglewood Venture LLC Elaine Cerrone The Centre at Deane Hill Fiona Calloway as representative for the The Irvine Company LLC Estate of Averil Thomson Thornton Development, LLC Fukuchi, Rochelle Thruway Shopping Center LLC Garza-Castaneda, Sylvia Tiger Capital Group, LLC Gray, Diana Town Center I Family Partnership LP Hurd, Cheryl TPP Bryant, LLC Katon, Susie TR Lakeline Market Retail Corp. Klauber Brothers, Inc. Trenholm Plaza (E&A), LLC Kurtzman, Delores Turtle Creek Limited Partnership Lombardo, Karyl University Hills Plaza, L.L.C. Lubonovic, Nicholas Venture Sublett Corners, LP Mackey, Shari Vestar Best in the West Property LLC Menczer, Mark L. Vestar California XXII, LLC Mendoza, Bryan Vestar-CPT Tempe Marketplace, LLC Montgomery, Lecelle T. Vestavia MZL LLC Pennell, John Village at Time Corners, LP Quantum Concept, Inc. Vogel Family Properties, LLC S W Textile Inc. Watchung Square Associates, LLC Salmanova, Mariya WDDMBB, LLC Scordo, Frank Weingarten Las Tiendas, JV Scordo, Patricia Weingarten Nostat, Inc. Soto, Marie Wendover OD, LLC Stickler, Sherrill Lee Westfield One, LLC Torres, Yolanda Westgate Baceline, LLC Trenholm Plaza (E&A), LLC Westgate Village Retail, LLC Trenholm Plaza (E&A), LLC WNI/Tennessee LP Vinocur, Larence WRD Mechanicsburg, LP Weinstein, Jacqualen WRI Fiesta Trails, LP WRI/Raleigh LP Other Parties WRI-TC Marketplace at Dr. Phillips LLC Kingswood Capital Management

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Computershare (formerly BNY Mellon) Other Professionals Concur Bell, Ernst Container Freight Transportation LLC Binford, Jason (CFRT) Kelley Drye Container Freight Transportation LLC (CFRT) Significant Contractual Counterparties Contemporary Staffing Solutions Beacon Linens Cool Climate Best Vendors Core Personnel Birch Communications CoreTrust Blue Chip Air Inc. Cornerstone Blue Moon Digital CoStar BMG Imports Costar Realty Information Bohan Courtyard by Marriott - Herald Square Boone Logistics Covenant Transport (CVEN) Broadridge Croscill LLC Brooksource CrowdTwist Burdette Ketchem Crown Credit Company CA Mechanical CRST Expedited Inc Camelot Strategic Marketing & Media Curvature/SMS Systems Maint Capitol Service Data center Solutions CAR(formely BCS) DataMax Career Source Florida Datascan Carrier David Peyser Sportswear Cashstar Deposit Payment Protection Services Inc Cass Information Systems Discovery Benefits Celadon Trucking Services (CDNK) Dixon Hughes Goodman Centric Data Dominion Service Certegy Donnelly Financial Certona DSW Charles and Colvard Dynamix Cheetah Eagle Creek Chelo Heating& Air Easy Aire Cherokee Group Elite Vending 2 CMS Ellison Service Corp CoalFire Emcor Services Colo5 LLC Enviro-Master Cologix Epiq Colonial Freight Systems Inc. (CFSM) Epping Forest Comcast Business Services Equifax Comdata (Mastercard) Ernst and Young ComforTech Euler Hermes Commission Junction Everbridge Communications Solutions, Inc. Evry Compliance Networks Excelsior Elevator Compliantia Experis Comprose Experis (formerly Comsys)

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Express Keystone Freight (NART) FastSensor Kibo Fidelity Stock Plan Services, LLC Knight Transportation Services Inc. (KNIG) First Data (Star) KnowBe4 First Rate Kone ForSee Lakewood Mech. Forward Air Solutions Inc. (FWAB) Landstar Inway Inc. (LDWY) Fox World Travel Lazer Spot Freepoint Energy Solutions LLC Level 3 Freight Systems Levenmentum Gannett Advertising Lexington Hotel Gate House Media Liasion GK Trading Lift 361 (Lens Group) Granite Linc Global Grant Thornton Local Job Network Greenleaf Compaction Inc Lockton GS1 Logic Information Systems Guide Point Security LLC Logicsource GXS(Open Text) Logmein USA Inc Haagar Clothing Company Lone Star Harland Lone Star Staffing Headcount Longevity Heartland Express (HAEI) Lord Daniel High Jump LPMS (LP Software) Hire Dynamics LXR Hitachi Lyneer Staffing Holbrook Service M3 Mechanical HoneyCanDo Mad Mobile Hourglass Systems, Inc. Mail Finance Houston Jackson Mainetti Hub Group (HUBG) Mandiant Hueman People Solutions MarketLive (Kibo) IBM Marriott Ibotta MasterCard iCIMS Inc MecuryGate Idealease Merchant Academy Infocepts Message Technologies Inc Infogain Metro Building Sv. Infor MH Media Iron Mountain Mike Albert J Fantasia & Associates LLC Millworks Jacksonville Jaguars Mobile Mini Jacksonville Jumbo Shrimp Modis, Inc. JB Hunt Transport Inc. (HJBT) Mood Media JB Hunt Transport Inc. (JBHT) Moore's JLJ Home Furnishings Musca Properties Johnson Controls NASDAQ

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Nasdaq Corporate Solutions Schindler Elevator National Recoveries Schneider National Carriers Inc. (SCNN) National Retail Systems (NRS) Schwab ESPP Nationwide SDFA Navex Secure Ideas New England Motor Freight Inc. (NEMF) Seldat NFIL Select Staffing Nina Campbell Service Tech NPD Group Sheralven NSA Media Group Siegel, Martin (Renascorp) NuTech National Simpson AC Oak Harbor Freight Lines (OAKH) Sitrick OC Tanner SLSN Oracle Solodev Pak-Rite Rentals, Inc. Solutran Palmer, Riefler Southeastern Freight Lines, Inc. (SEFL) Paramount Staffing LLC Spaeth Inc. Parker Avery Speedeon Data LLC PDQ Stacktitan PDQ Staffing Staffing Network PDQ Temporaries Staffmark Peak-Ryzex Star (First Data) Pepsi Sterling Performance Team Freight Systems Inc Store Value Solutions (SVS) PKF O'Connor Davies Subject Matters Staffers dba Al La Carte Pomeroy/Zebra Swift Transportation Services (SWFT) Pridestaff Synchony Prologis - ATL Sysrepublic Prologis - DAL Thigpen PureRed Thrive Commerce Quad Graphics Thyssenkrupp Quadrant Total Mechanical Rackspace US Inc Toyota Radial Transcarriers Radial (GSI) Transource (Formerly Clarke American) Randstad - ATL TransUnion Randstad - ONT Trident Randstad Tech Trintech Raymond True Fit Regal Tyco Regency Lighting Union Service Republic, Compactor Rental Systems Unique Design Road Scholar Transport (RSCA) UPS Saba US Security & Associates SAIA US Xpress Inc. (USXI) Salesforce Vantiv (Worldpay) Scents of Worth Verizon

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Viavid Assessment Technologies Vogel AT&T Capital Services, LLC Walden Security Services Attunity Waste Management Auditmacs Wells Fargo Automic Wells Fargo - ATL Avery Dennison Wells Fargo - DAL AvTech Wells Fargo - ONT BaronHR West Werner Enterprises Inc. (WENP) Berle Manufacturing Company Willis Towers Watson Bernard Chaus, Inc. Workiva BVA Lexington TC LLC Worthy Cause Communications Camelot Strategic Marketing and Media Xerox Carole Hochman Design Group Inc. Xerox Financial Services CHL Design Forum Ltd Yelp CIT Commercial Services Yext CK UNDERWEAR - DIV OF PVH CORP Yoga Tech Leodeng Group CM Design Studio LLC Yotpo Collection XIIX Ltd YRC Freight Commission Junction Inc. Zavanta Datamax Services Inc. Zebra DSW, Inc. E-Lo Sportswear LLC Significant Vendors Fashion Avenue Knits Inc. Accessible Fu Da International Ltd. Accretive Solutions Gerson & Gerson, Inc. ACS G-III Leather Fashions Inc. Action Air Hanesbrands, Inc. Active IDM Harland Technology Services Advanced Distribution Services Inc Harvest Small Business Finance LLC (ADCN) High Life LLC Afterpay HighJump Alan Flusser Hitachi Capital America Corp. Alex and Ani HMS Productions Alex Apparel Group Inc. IDG (Intl Direct Group) Alpine Water Coolers In Motion Group LLC Amazon Locker Infocepts LLC Amazon Web Services Infogain Corporation Amerex Group LLC INTIMATES - PVH CORP. Americold Logistics ITOCHU Prominent USA, LLC Ameritex Elevator Izod Amex J.B. Hunt Transport Inc. Annex Cloud (Social Annex) JBS Dresses Direct APL JBS Dresses, LLC Appriss John Paul Richard Inc. Arrow Staffing Joseph A Company LLC Artland Inc Kaktus Sportswear Assent Compliance Kellwood Apparel LLC

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KHQ Investment LLC Levtex LLC Utilities LogicSource Inc. ABCWUA Manhattan Beachwear Inc. ACC Water Business Message Technologies, Inc. Alabama Power Co Michael Kors Albemarle County Serv Auth Microsoft Licensing GP Ameren Missouri Milberg Factors Inc. American Electric Power Oracle America, Inc. APS Pacific Alliance USA Inc. Aqua Indiana Peerless Clothing Aqua Pennsylvania Perry Ellis International, LLC Arlington Utilities Perry Ellis Menswear, LLC Atmos Energy Private Brands/American Rag Auburn Water Works Board Purered Creative, Inc. Aurora Water PVH Corp. Beaches Energy Services PVH Legwear LLC Beaufort Jasper PVH Neckwear Inc. Black Hills Energy Republic Clothing Corp. Bonita Springs Utilities Inc Respekt Wear Apparel Group LLC Brightridge Roffe Accessories Brixmor Holdings 1 Spe LLC Roman & Sunstone LLC California Water Service Co Ronni Nicole II Ltd Centerpoint Energy Rosenthal & Rosenthal Inc. Champion Energy SABA Software Inc. Charleston Water System Seven Licensing Co. Charter Twp Of West Bloomfield Silk Icon Apparel Inc. Chattanooga Gas Softwink, Inc. dba Quadrant Information Chesterfield County Sport Elle, Inc. Citizens Energy Group Sterling National Bank Citizens Westfield Stored Value Solutions City of Altamonte Springs Supreme International City of Amarillo Tempo Paris City of Anaheim Tharanco Lifestyles LLC City of Asheville TKO Evolution Apparel, Inc. City of Austin Tommy Hilfiger U.S.A. Inc. City of Beaumont Topson Downs of California City of Biloxi Westport Corp. City of Boynton Beach White Oak Commercial Finance City of Brentwood Xerox Corporation City of Brookfield Utilities ZG Apparel City of Casselberry City of Charlottesville US Trustee City of Chattanooga Scott Bomkamp City of Clearwater Charles Edwards City of Clovis Jull Kelso City of Columbia Daniel Munoz City of Cooper City

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City of Corpus Christi City of Tallahassee City of Dallas City of Tampa Utilities City of Delray Beach City of Tempe LC City Utilities City of Edmond Cleco Power LLC City of Florence Coachella Valley Water Dist City of Flowood Cobb Emc City of Folsom College Station Utilities City of Fort Worth Water Dept Collier County Utilities City of Fresno Colorado Springs Utilities City of Frisco Columbia Gas of Ohio City of Fullerton Columbia Gas of Virginia City of Glendale Columbus City Treasurer City of Greensboro Columbus Water Works City of Greenville Comed City of Hattiesburg Conservice City of Henderson Constellation Newenergy Gas Dv City of Hendersonville Consumers Energy City of Hickory Contra Costa Water District City of High Point Coserv City of Houston County of Henrico City of Huntington Beach Coweta Fayette EMC City of Jackson CPL Retail Energy City of Keller CPS Energy City of Madison Water Dept Cucamonga Valley Wtr District City of Mandeville Cumberland EMC City of McKinney Dayton Power & Light Co City of Melbourne Utilities Delmarva Power City of Midland Destin Water Users Inc City of Monroe Direct Energy Business City of Myrtle Beach Dominion Energy City of Noblesville Utilities Dominion Energy Ohio City of Oklahoma City Dominion Energy Virginia City of Phoenix DTE Energy City of Plano Duke Energy City of Plantation Duke Energy Payment Processing City of Portage Dupage County Public Works City of Raleigh Duquesne Light Co City of Richmond East Caln Township-Sewer Acct City of Riverside Public Util El Paso Electric City of Rochester Hills Wt &Swr El Paso Water Utilities City of Rockwall Emerald Coast Utilities Auth City of Savannah Energy United City of Scottsdale Entergy City of Shreveport Entergy Texas Inc City of St Charles EPB City of St Petersburg Epcor City of Surprise Evansville In Waterworks Dept

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Evergy LUS Fayetteville Pblc Wrks Commssn McAllen Public Utility First Utility Dist Of Knox Co McCandless Twp Sanitary Auth Fort Bend Co WCID #2 Memphis Light Gas & Water Div FPL Metro Water Services Gas South Miami Dade Water Sewer Dept Georgia Natural Gas Middle Tennessee EMC Georgia Power Mississippi Power Co Georgia Power Co Missouri American Water Golden State Water Co Mobile Area Water & Swr System Grand Strand Water & Sewer Aut Montgomery County Greenville Utilities Commissn Montgomery Water Wrks Sewer Bd Greenville Water Moulton Niguel Water Greenwood Sanitation Mount Pleasant Waterworks Gulf Power Murfreesboro Electric Dept Gulf Power Co Murfreesboro Wtr Resources Dpt Hendersonville Utility Dist Nashville Electric Service Hillsborough Co Bocc National Fuel HRSD National Grid Huntsville Utilities New Jersey American Water Imperial Irrigation District New Mexico Gas Co Indian River County Utilities New York State Elec & Gas Corp Indiana American Water Newport News Waterworks Indianapolis Power & Light Co Nicor Gas Irvine Ranch Water District Nipsco Jackson Energy Authority NJ Natural Gas Co JCP&L North Little Rock Electric JEA Northern Virginia Elec Coop Jefferson Co Birmingham Water Norwood Public Service Jefferson Parish Dept Of Water Nv Energy Jersey Central Pwr & Lgt OGE Johnson City Utility System Ohio Edison Kansas Gas Service Okaloosa Gas District KCP&L Oklahoma Natural Gas Kentucky American Water Ontario Municipal Utilities Co KU Orange Water & Sewer Authority KUB Orlando Utilities Commission Lake County Dept Public Works Pacific Gas & Electric Co Lakeland Electric Palm Beach Water Utility Lee County Utilities Palmetto Electric Coop Inc Lenoir City Utilities Board Pearl River Valley EPA Lexington Fayette Urban Co Gov Peco Energy LGE Peco Payment Processing Liberty Utilities Georgia Peoples Los Angeles Dept of Wtr & Pwr PG&E Louisville Water Co Piedmont Natural Gas Lubbock Power & Light Pinellas County Utilities

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Pineville Elec & Commun System Town of Leesburg Virginia Placer Co Water Agency Town of Lexington Pnm Town of Southern Pines PP&L Inc Truckee Meadows Water Auth PP: Electric Utilities Tucson Electric Power Co PSE&G Co UGI South PSEGLI UGI Utilities Inc PSNC Energy Utility Billing Services PWCSA V247 Power Corporation RCWD Vectren Energy Delivery RG&E Village of Algonquin Rocky Mountain Power Village of Willowbrook Rogers Water Utilities Virginia Natural Gas San Antonio Water System Virginia Natural Gas Inc San Diego Gas & Electric Walton EMC Santee Cooper Washington Gas Sarasota County Public Utilities WE Energies Scana Energy West Bloomfield Twp Water SCE&G West View Water Authority SCV Water Valencia Division Western Municipal Water Dist SMUD Western Virginia Wtr Auth South Carolina Electric & Gas Xcel Energy South Placer Munic Utility Dist YES Energy Management Southeast Gas Southern California Edison Southwest Gas Corp Southwest Water Co Birmingham Southwestern Electric Power Spartanburg Water System Spire SRP St Lucie West Services Dist Suez Water Delaware Suffolk County Water Authority Tampa Electric TECO TECO Peoples Gas Tennessee American Water Texas Gas Service The City of Daytona Beach The Gas Co The Illuminating Co Toledo Edison Town of Cary Town of Collierville Town of Flower Mound Town of Lady Lake

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EXHIBIT B

Listing of Parties-in-Interest Noted for Court Disclosure

Relationships in Matters Related to These Proceedings

None

Relationships in Unrelated Matters

Current Clients

Debtors Professionals Baker Hostetler Insurers Bradley Arant Boult Cummings LLP Axis Deloitte Chubb DLA Piper CNA Ernst & Young Old Republic Foley & Lardner LLP Sompo Great American Group, LLC StarStone Holland & Knight Travelers KPMG Zurich Rothschild LG Lenders, Equipment Lessors, and Banks Top Twenty Creditors Congress Financial Corporation Microsoft Licensing GP Crown Equipment Corporation Wells Fargo Bank Creditors Committee Performance Food Group Lessors 19 Props, LLC Committee Counsel 32 East Center Delaware, LLC Frost Brown Todd Federal Realty Investment Trust Prologis, L.P. Government Entities The Irvine Company LLC Alabama Department of Revenue Alabama Department of Revenue Other Professionals City of Huntsville, AL Kelley Drye Florida Department of Revenue Los Angeles County Tax Collector Significant Contractual Counterparties Missouri Department of Revenue CoStar Missouri Dept. of Revenue Dixon Hughes Goodman Ohio Department of Taxation Equifax Pennsylvania Department of Revenue Ernst and Young Pennsylvania Dept. of Revenue Experis Pennsylvania Dept. of State Experis (formerly Comsys)

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Grant Thornton Utilities Hitachi American Electric Power IBM Atmos Energy Iron Mountain Brightridge Johnson Controls Centerpoint Energy Level 3 City of Corpus Christi MasterCard Columbus Water Works Mobile Mini Comed NASDAQ Dominion Energy Oracle Duke Energy Pepsi El Paso Water Utilities Quad Graphics Entergy Randstad Tech Evergy SAIA Lakeland Electric Salesforce Los Angeles Dept of Wtr & Pwr Schindler Elevator Miami Dade Water Sewer Dept Thyssenkrupp National Fuel Toyota National Grid Tyco New York State Elec & Gas Corp UPS Pacific Gas & Electric Co Verizon PG&E Wells Fargo Piedmont Natural Gas Willis Towers Watson PSE&G Co Xerox South Carolina Electric & Gas Yext Southern California Edison Amazon Web Services Spire Amex TECO Avery Dennison Ugi Utilities Inc Microsoft Licensing GP Virginia Natural Gas Pacific Alliance USA Inc. Virginia Natural Gas Inc Xerox Corporation Washington Gas Xcel Energy

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Former Clients

Debtors Professionals Georgia Power Co Constantine Cannon Imperial Irrigation District Jackson Lewis Lubbock Power & Light Nv Energy Top Twenty Creditors Rocky Mountain Power Milberg Factors Inc. Southwest Gas Corp Oracle America, Inc. TECO Peoples Gas PVH Corp. Wells Fargo Trade Capital Services

Government Entities Arizona Department of Revenue City and County of Denver, CO Georgia Department of Revenue Indiana Department of Revenue Kentucky Department of Revenue Louisiana Department of Revenue Michigan Department of Treasury State of Delaware Texas Comptroller

Lessors Ramco-Gershenson Properties L.P.

Significant Contractual Counterparties JB Hunt Transport Inc. (HJBT) JB Hunt Transport Inc. (JBHT) TransUnion

Significant Vendors J.B. Hunt Transport Inc. Milberg Factors Inc. Oracle America, Inc. PVH Corp.

Utilities Ameren Missouri City of Dallas City of Delray Beach City of Henderson City of Houston City of Scottsdale Coachella Valley Water Dist Collier County Utilities Georgia Power

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE MIDDLE DISTRICT OF FLORIDA

In re: ) Chapter 11 ) STEIN MART, INC.1 ) Case No. 3:20-bk-2387 STEIN MART BUYING CORP. ) Case No. 3:20-bk-2388 STEIN MART HOLDING CORP., ) Case No. 3:20-bk-2389

) (Jointly Administered) Debtors. )

ORDER AUTHORIZING RETENTION OF FTI CONSULTING, INC. AS FINANCIAL ADVISOR FOR THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS

Upon the application (the “Application2”) of the Official Committee of Unsecured

Creditors (the “Committee”) of the above-captioned debtors and debtors in possession

(collectively, the "Debtors"), for an order pursuant to section 1103 of chapter 11 of title 11 of the

United States Code (the "Bankruptcy Code"), authorizing them to retain FTI Consulting, Inc., together with its wholly owned subsidiaries (“FTI”) as financial advisor; and upon the Declaration

1 The tax identification numbers of the Debtors are as follows: Stein Mart, Inc. 6198; Stein Mart Buying Corp. 1114; and Stein Mart Holding Corp. 0492. The address of the Debtors' principal offices: 1200 Riverplace Blvd., Jacksonville, FL 32207. The Debtors' claims agent maintains a website, https://cases.stretto.com/SteinMart, which provides copies of the Debtors' first day pleadings and other information related to the case. 2 Certain of the disclosures herein relate to matters within the personal knowledge of other professionals at FTI and are based on information provided by them.

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of Cliff A. Zucker in support of the Application; and due and adequate notice of the Application having been given; and it appearing that no other notice need be given; and it appearing that FTI is not representing any adverse interest in connection with these cases; and it appearing that the relief requested in the Application is in the best interest of the Committee; after due deliberation and sufficient cause appearing therefore, it is hereby

ORDERED that the Application be, and it hereby is, granted; and it is further

ORDERED that the capitalized terms not defined herein shall have the meanings ascribed to them in the Application; and it is further

ORDERED that in accordance with section 1103 of the Bankruptcy Code, the Committee is authorized to employ and retain FTI as of August 21, 2020 as their financial advisor on the terms set forth in the Application; and it is further

ORDERED that FTI shall be compensated in accordance with the procedures set forth in sections 330 and 331 of the Bankruptcy Code and such Bankruptcy Rules as may then be applicable, from time to time, and such procedures as may be fixed by order of this court; and it is further

ORDERED that FTI is authorized to seek compensation on an interim basis in accordance with the Order Establishing Procedures for Payments to Professionals of Interim Compensation for

Services and Reimbursement of Expenses [D.E. No. 95]; and it is further

ORDERED that, FTI is entitled to reimbursement of actual and necessary expenses, including legal fees related to this retention application and future fee applications as approved by the court; and it is further

ORDERED that the following indemnification provisions are approved:

a. subject to the provisions of subparagraphs (b) and (c) below, the Debtors are authorized to indemnify, and shall indemnify, FTI for any claims arising from, related to, or in connection with the services to be provided by FTI as specified in the Application, but not for any claim arising from, related to,

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or in connection with FTI’s post-petition performance of any other services other than those in connection with the engagement, unless such post- petition services and indemnification therefore are approved by this Court; and

b. the Debtors shall have no obligation to indemnify FTI for any claim or expense that is either (i) judicially determined (the determination having become final) to have arisen primarily from FTI’s gross negligence, willful misconduct or fraud unless the Court determines that indemnification would be permissible pursuant to In re United Artists Theatre company, et al., 315 F.3d 217 (3d Cir. 2003), or (ii) settled prior to a judicial determination as to FTI's gross negligence, willful misconduct or fraud, but determined by this Court, after notice and a hearing, to be a claim or expense for which FTI is not entitled to receive indemnity under the terms of this Application; and

c. if, before the earlier of (i) the entry of an order confirming a chapter 11 plan in this case (that order having become a final order no longer subject to appeal), and (ii) the entry of an order closing this chapter 11 case, FTI believes that it is entitled to the payment of any amounts by the Debtors on account of the Debtors’ indemnification obligations under the Application, including, without limitation, the advancement of defense costs, FTI must file an application in this Court, and the Debtors may not pay any such amounts to FTI before the entry of an order by this Court approving the payment. This subparagraph (c) is intended only to specify the period of time under which the Court shall have jurisdiction over any request for fees and expenses by FTI for indemnification, and not as a provision limiting the duration of the Debtors’ obligation to indemnify FTI; and it is further.

ORDERED that this court shall retain jurisdiction with respect to all matters arising or related to the implementation of this order.

Steven J. Solomon is directed to serve a copy of this order on interested parties who do not receive service by CM/ECF and file a proof of service within three days of entry of this order

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