In the United States Bankruptcy Court for the Eastern District of Virginia Richmond Division

Case 20-33332-KLP Doc 192 Filed 08/24/20 Entered 08/24/20 17:50:15 Desc Main Document Page 1 of 68

Steven N. Serajeddini, P.C. (admitted pro hac vice) Michael A. Condyles (VA 27807) KIRKLAND & ELLIS LLP Peter J. Barrett (VA 46179) KIRKLAND & ELLIS INTERNATIONAL LLP Jeremy S. Williams (VA 77469) 601 Lexington Avenue Brian H. Richardson (VA 92477) New York, New York 10022 KUTAK ROCK LLP Telephone: (212) 446-4800 901 East Byrd Street, Suite 1000 Facsimile: (212) 446-4900 Richmond, Virginia 23219-4071 Telephone: (804) 644-1700 -and- Facsimile: (804) 783-6192

David L. Eaton (admitted pro hac vice) Jaimie Fedell (admitted pro hac vice) KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 300 North LaSalle Street Chicago, Illinois 60654 Telephone: (312) 862-2000 Facsimile: (312) 862-2200

Proposed Co-Counsel to the Debtors and Debtors in Possession

IN THE UNITED STATES BANKRUPTCY COURT FOR THE EASTERN DISTRICT OF VIRGINIA RICHMOND DIVISION

) In re: ) Chapter 11 ) LE TOTE, INC., et al.,1 ) Case No. 20-33332 (KLP) ) Debtors. ) (Jointly Administered) )

DEBTORS’ APPLICATION FOR ENTRY OF AN ORDER AUTHORIZING THE DEBTORS TO EMPLOY AND RETAIN KUTAK ROCK LLP AS CO-COUNSEL EFFECTIVE AS OF AUGUST 2, 2020

The above-captioned debtors and debtors in possession (collectively, the “Debtors”) 2

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

1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number, are set forth in the Debtors’ Motion for Entry of an Order (I) Directing Joint Administration of Chapter 11 Cases and (II) Granting Related Relief filed on the Petition Date (as defined below). The location of the Debtors’ service address is 250 Vesey Street, 22nd Floor, New York, New York 10281.

2 A detailed description of the Debtors and their business, and the facts and circumstances supporting the Debtors’ chapter 11 cases, are set forth in greater detail in (i) the Declaration of Ed Kremer, Chief Restructuring Officer of Le Tote, Inc., in Support of Chapter 11 Petitions and First Day Motions (the “First Day Declaration”), filed contemporaneously with the Debtors’ voluntary petitions for relief filed under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”), on August 2, 2020 (the “Petition Date”). Capitalized terms used, but not otherwise defined in this Application shall have the meanings ascribed to them in the First Day Declaration.

Case 20-33332-KLP Doc 192 Filed 08/24/20 Entered 08/24/20 17:50:15 Desc Main Document Page 2 of 68

form attached hereto as Exhibit A (the “Retention Order”), authorizing the Debtors to retain and

employ Kutak Rock LLP (“Kutak Rock” or the “Firm”) as their co-counsel in the Debtors’

chapter 11 cases, effective as of August 2, 2020. In support of this Application, the Debtors rely

on the Declaration of Michael A. Condyles (the “Condyles Declaration”), a copy of which is

attached hereto as Exhibit B, and the Declaration of Michael O. van den Berg, Esq. (the “van den

Berg Declaration”), General Counsel of the Debtors, a copy of which is attached hereto as Exhibit

C. In further support of this Application, the Debtors respectfully state as follows:

Jurisdiction and Venue

1. The United States Bankruptcy Court for the Eastern District of Virginia

(the “Court”) has jurisdiction over this matter pursuant to 28 U.S.C. §§ 157 and 1334 and the

Standing Order of Reference from the United States District Court for the Eastern District of

Virginia, dated August 15, 1984. The Debtors confirm their consent, pursuant to rule 7008 of the

Federal Rules of Bankruptcy Procedure (the “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 bases for the relief requested herein are sections 327(a) and 330 Bankruptcy

Code, Bankruptcy Rules 2014 and 2016 and rules 2014-1 and 2016-1 of the Local Rules of

Bankruptcy Practice and Procedure for the United States Bankruptcy Court for the Eastern District

of Virginia (the “Local Bankruptcy Rules”).

Case 20-33332-KLP Doc 192 Filed 08/24/20 Entered 08/24/20 17:50:15 Desc Main Document Page 3 of 68

Relief Requested

4. By this Application, the Debtors respectfully request entry of an order authorizing

the Debtors to employ and retain Kutak Rock as their co-counsel, effective as of August 2, 2020,

to perform any legal services that will be necessary or appropriate in the Debtors’ chapter 11 cases.

Pursuant to section 327(a) of the Bankruptcy Code, Bankruptcy Rules 2014 and 2016 and Local

Bankruptcy Rules 2014-1 and 2016-1, the Debtors request that the Court approve the retention of

Kutak Rock on the terms and conditions set forth herein and in the Condyles Declaration, which,

inter alia, provide that Kutak Rock will be compensated in accordance with Kutak Rock’s hourly

rates in effect when services are rendered and normal reimbursement policies.

Background

5. The Debtors are the combination of Le Tote—a venture-backed fashion rental

subscription service founded in 2012 in San Francisco—and Lord & Taylor—the iconic luxury

retailer which traces its origins to 1826 in New York. Le Tote purchased Lord & Taylor in a

transaction which closed in November 2019. The Debtors operate both an online,

subscription-based clothing rental service and a full-service fashion retailer with

38 brick-and-mortar locations and a robust e-commerce platform. In response to the COVID-19

pandemic the Debtors temporarily closed all retail locations in March 2020, although they

continued to operate the Le Tote and Lord & Taylor websites. As COVID-19 restrictions relaxed,

the Debtors have reopened their brick-and-mortar locations. The Debtors reported revenue of

approximately $253.5 million for 2019. As of the Petition Date, the Debtors have approximately

651 employees and funded debt obligations of approximately $137.9 million.

6. On the Petition Date, the Debtors filed voluntary petitions for relief under

chapter 11 of the Bankruptcy Code. The Debtors are operating their business and managing their

Case 20-33332-KLP Doc 192 Filed 08/24/20 Entered 08/24/20 17:50:15 Desc Main Document Page 4 of 68

properties as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code.

On August 3, 2020, the Court entered an order granting procedural consolidation and joint

administration of these chapter 11 cases pursuant to Bankruptcy Rule 1015(b).

Kutak Rock’s Qualifications

7. Kutak Rock is a national law firm with eighteen offices located throughout the

country. The attorneys at Kutak Rock have experience in bankruptcy cases of the size and

complexity of these chapter 11 cases. In addition, Kutak Rock is a full-service law firm with

attorneys experienced in, among other disciplines, litigation, corporate, real estate, tax, labor and

environmental law.

8. The Debtors have chosen Kutak Rock as their co-counsel and desire to employ and

retain Kutak Rock as their attorneys for these chapter 11 cases. By separate application, the

Debtors have or will request that the Court approve the retention and employment of

Kirkland & Ellis LLP and Kirkland & Ellis International LLP (“Kirkland”) as bankruptcy

co-counsel. The retention of Kutak Rock will provide additional legal resources to advise the

Debtors on various matters and will allow the Debtors to operate more effectively given Kutak

Rock’s specialized knowledge of bankruptcy law and procedure in Virginia. In particular, the

Firm’s lawyers have experience practicing before this Court and have the ability to respond quickly

to any contingency, emergency hearings or other matters before this Court.

9. The Debtors have engaged Kutak Rock to represent them as co-counsel in these

cases and sought Kutak Rock’s services with respect to, among other things, the Debtors’

preparation for the potential commencement and prosecution of the Debtors’ chapter 11 cases.

With this background, Kutak Rock has become familiar with the Debtors’ businesses and has the

necessary background to effectively deal with pending matters and with many of the potentially

Case 20-33332-KLP Doc 192 Filed 08/24/20 Entered 08/24/20 17:50:15 Desc Main Document Page 5 of 68

complex legal issues and problems that may arise in connection with these cases. The Debtors

believe this experience makes Kutak Rock qualified to act as the Debtors’ co-counsel during the

pendency of these chapter 11 cases.

10. Accordingly, based upon the Firm’s experience and the expertise developed by

many of its attorneys, Kutak Rock’s attorneys are experienced in the representation of

debtors-in-possession, are well-versed in the Local Bankruptcy Rules and local practice

expectations, and otherwise have the requisite abilities to represent the Debtors properly in these

chapter 11 cases.

Services to be Provided

11. The Debtors seek to retain Kutak Rock, subject to the oversight and orders of the

Court, to provide legal services to the Debtors as needed throughout the course of these chapter 11

cases, including by providing advice with respect to bankruptcy and other substantive legal areas.

In particular, the Debtors seek to retain Kutak Rock to perform, among others, the following

professional services for the Debtors in close coordination with Kirkland to avoid duplication of

services:

a) Providing legal advice and services regarding local rules, practices, and procedures and providing substantive and strategic advice on how to accomplish the Debtors’ goals in connection with the prosecution of these chapter 11 cases, bearing in mind that the Court relies on co-counsel such as Kutak Rock to be involved in all aspects of these bankruptcy cases;

b) Reviewing, revising, and/or preparing drafts of documents to be filed with the Court as co-counsel to the Debtors;

c) Appearing in Court and at any meeting with the U.S. Trustee and any meeting of creditors at any given time on behalf of the Debtors as their co-counsel;

Case 20-33332-KLP Doc 192 Filed 08/24/20 Entered 08/24/20 17:50:15 Desc Main Document Page 6 of 68

on pending matters, (iii) preparing and maintaining critical dates memoranda to monitor pending applications, motions, hearing dates, and other matters and the deadlines associated therewith, and (iv) handling inquiries from creditors, contract counterparties and counsel to parties-in-interest regarding pending matters and the general status of these chapter 11 cases and coordinating with Kirkland on any necessary responses;

e) Interacting and communicating with the Court’s chambers and the Court’s Clerk’s Office;

f) Assisting the Debtors and Kirkland in preparing, reviewing, revising, filing and prosecuting pleadings related to contested matters, executory contracts and unexpired leases, asset sales, plan and disclosure statement issues and claims administration and resolving objections and other matters relating thereto, to the extent requested by the Debtors or Kirkland and not duplicative of services being provided by Kirkland; and

g) Performing all other services assigned by the Debtors, in consultation with Kirkland to Kutak Rock as co-counsel to the Debtors, and to the extent Kutak Rock determines that such services fall outside of the scope of services historically or generally performed by the firm as co-counsel in a bankruptcy proceeding, Kutak Rock will file a supplemental declaration pursuant to Bankruptcy Rule 2014 and give parties in interest opportunity to object.

Given the extensive nature and scope of the legal issues facing the Debtors, it is necessary and

appropriate that the Debtors employ Kutak Rock to render the foregoing professional services.

12. In addition to Kutak Rock and Kirkland, the Debtors also intend to file applications

to employ other professionals. Kutak Rock will monitor carefully and coordinate with the other

professionals retained by the Debtors in these chapter 11 cases to clearly delineate their respective

duties in order to prevent duplication of effort. Efficient coordination among the Debtors’

attorneys and other professionals will add to the effective administration of the Debtors’

chapter 11 cases.

Compensation Received by Kutak Rock from the Debtors

13. As set forth in the Condyles Declaration, prior to the Petition Date, the Debtors

made classic retainer payments to the Firm totaling $105,000.00 in the aggregate. The foregoing

retainers constitute “classic retainer[s]” as defined in In re Production Associates, Ltd., 264 B.R.

Case 20-33332-KLP Doc 192 Filed 08/24/20 Entered 08/24/20 17:50:15 Desc Main Document Page 7 of 68

180, 184–85 (Bankr. N.D. Ill. 2001), and In re McDonald Bros. Construction, Inc., 114 B.R. 989,

997–99 (Bankr. N.D. Ill. 1990). Moreover, pursuant to the terms of the Firm’s engagement letter

with the Debtors, the classic retainers are property of Kutak Rock and are not held in a separate

account. As such, Kutak Rock earned the classic retainers upon receipt, and, consequently, Kutak

Rock placed the amounts into its general cash account. After applying the Classic Retainer to the

outstanding pre-petition fees and expenses, a balance is remaining of $37,519.66, which shall be,

at the Debtors’ request, applied to invoices for post-petition fees and expenses or be returned to

the Debtors.

14. The amounts Kutak Rock has invoiced and been paid by the Debtors prior to the

Petition Date for professional services and for the reimbursement of reasonable and necessary

expenses incurred in connection therewith totaled $67,480.34. As of the Petition Date, the Debtors

did not owe Kutak Rock any amounts for legal services rendered before the Petition Date.

Although certain expenses and fees may have been incurred but not yet applied to the classic

retainers, the amount of the classic retainers always exceeded any amounts listed or to be listed on

statements describing services rendered and expenses incurred prior to the Petition Date.

15. Additionally, as set forth in the Condyles Declaration, before the Petition Date,

Kutak Rock received a retainer in the amount of $75,000.00 (the “Security Retainer”) from the

Debtors as security for the payment of all unpaid fees and expenses owed to Kutak Rock by the

Debtors. Kutak Rock still holds the full amount of such Security Retainer. The Debtors and Kutak

Rock have agreed that the Security Retainer will continue to be held by Kutak Rock and applied,

to the extent necessary, to pay any allowed fees, costs, and expenses relating to services rendered

by Kutak Rock to the Debtors in the course of these chapter 11 cases.

Case 20-33332-KLP Doc 192 Filed 08/24/20 Entered 08/24/20 17:50:15 Desc Main Document Page 8 of 68

Professional Compensation During the Chapter 11 Cases

16. The Court may approve the Firm’s retention on any reasonable terms and

conditions. The Debtors submit that the most reasonable terms and conditions are those agreed

upon by Kutak Rock and the Debtors, which are substantially similar to those entered into between

Kutak Rock and other clients on a daily basis in a competitive market for legal services. Therefore,

the Debtors have agreed that, subject to the Court’s approval, Kutak Rock shall be paid its hourly

rates for services rendered that are in effect on the date such services are rendered.

17. Subject to these terms and conditions, Kutak Rock intends to apply for

compensation for professional services rendered on an hourly basis and reimbursement of

expenses incurred in connection with the 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 or orders of the Court.

18. The hourly rates and corresponding rate structure to be used by Kutak Rock in these

chapter 11 cases are comparable to the hourly rates and corresponding rate structure used by Kutak

Rock for restructuring, workout, bankruptcy, insolvency, and comparable matters, as well as

similar complex corporate and litigation matters, whether in court or otherwise, regardless of

whether a fee application is required.

19. Other attorneys and paralegals at Kutak Rock may be called upon on occasion to

assist in the representation. The hourly rates for the attorneys and paralegal that are expected to

have primary responsibility for the representation of the Debtors in these cases are set forth below:

Attorneys Hourly Rates

Michael A. Condyles, Partner $590 Peter J. Barrett, Partner $540 Jeremy S. Williams, Partner $450 Brian H. Richardson, Associate $330

Case 20-33332-KLP Doc 192 Filed 08/24/20 Entered 08/24/20 17:50:15 Desc Main Document Page 9 of 68

Laura L. Kistler $305

Paralegals

Lynda Wood $190 Amanda Nugent $150

20. The hourly rates charged by Kutak Rock’s professionals differ based on, among

other things, such professional’s experience. These rates may change from time to time in

accordance with Kutak Rock’s established billing practices and procedures.

21. Kutak Rock also will charge for all actual out-of-pocket expenses incurred by the

Firm on the Debtors’ behalf, such as filing fees, document reproduction, long distance telephone

and facsimile charges, mail charges, travel expenses, overnight courier expenses, computer

research, expenses for “working meals,” transcription costs, and other disbursements. Kutak Rock

will charge for these expenses in a manner and at rates consistent with charges made generally to

the Firm’s other clients. Kutak Rock will make every effort to minimize expenses in these

chapter 11 cases.

22. Kutak Rock will maintain detailed, contemporaneous records of time and any actual

and necessary expenses incurred in connection with the rendering of the legal services described

above by category and nature of the services rendered.

23. No promises have been received by Kutak Rock nor by any partner, counsel or

associate thereof as to compensation in connection with these chapter 11 cases other than in

accordance with the provisions of the Bankruptcy Code and as described herein. Kutak Rock has

no agreement with any other entity to share with such entity any compensation received by Kutak

Rock in connection with these chapter 11 cases.

24. Pursuant to Bankruptcy Rule 2016(b), Kutak Rock has not shared nor agreed to

share (a) any compensation it has received or may receive in connection with these chapter 11

Case 20-33332-KLP Doc 192 Filed 08/24/20 Entered 08/24/20 17:50:15 Desc Main Document Page 10 of 68

cases with another party or person, other than with the partners, counsel, associates and contract

attorneys associated with Kutak Rock or (b) any compensation another person or party has

received or may receive in connection with these chapter 11 case.

Kutak Rock’s Disinterestedness

25. To the best of the Debtors’ knowledge, and except as disclosed specifically in the

Condyles Declaration and the schedules annexed thereto: (a) Kutak Rock has no connection with

the Debtors, their creditors, the U.S. Trustee with supervision over the Eastern District of Virginia,

any attorneys employed in the Richmond office of the U.S. Trustee for the Eastern District of

Virginia, parties in litigation with the Debtors, or any other party with actual or potential interest

in these chapter 11 cases; (b) Kutak Rock is not a creditor, an equity security holder or an insider

of the Debtors; (c) Kutak Rock is not and was not, within two years of the Petition Date, a director,

officer or employee of the Debtors; and (d) Kutak Rock does not hold or represent any interest

materially adverse to the Debtors’ estates or any class of creditors or equity security holders, by

reason of any direct or indirect relationship to, connection with or interest in, the Debtors for any

other reason.

26. To the best of the Debtors’ knowledge, as set forth in the Condyles Declaration,

(a) Kutak Rock has no agreement with any other entity to share any compensation received

concerning the representation of the Debtors; and (b) no employee of Kutak Rock is related to any

United States Bankruptcy Judge for the Eastern District of Virginia, any United States District

Judge for the Eastern District of Virginia, the United States Trustee with supervision over the

Eastern District of Virginia, or any attorneys employed in the Richmond office of the United States

Trustee for the Eastern District of Virginia.

Case 20-33332-KLP Doc 192 Filed 08/24/20 Entered 08/24/20 17:50:15 Desc Main Document Page 11 of 68

27. Accordingly, the Debtors believe that Kutak Rock (a) is a “disinterested person,”

as that phrase is defined in section 101(14) of the Bankruptcy Code (as modified by section 1107(b)

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

hold or represent an interest adverse to the Debtors’ estates. The Debtors further submit that the

Firm’s employment is necessary and in the best interests of the Debtors and the Debtors’ estates.

28. The Debtors understand that Kutak Rock hereby intends to apply to the Court for

allowance of compensation and reimbursement of expenses in accordance with the applicable

provisions of the Bankruptcy Code, the Bankruptcy Rules, the Local Bankruptcy Rules, and any

orders of this Court for all services performed and expenses incurred after the Petition Date.

29. The Debtors and Kutak Rock also intend 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, both in connection with this

Application and the interim and final fee applications filed by Kutak Rock in the course of its

engagement.

Supporting Authority

30. The Debtors seek retention of Kutak Rock as their attorneys pursuant to section

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

[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).

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

Case 20-33332-KLP Doc 192 Filed 08/24/20 Entered 08/24/20 17:50:15 Desc Main Document Page 12 of 68

[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.

32. The Debtors submit that for all the reasons stated above and in the Condyles

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

Further, as stated in the Condyles Declaration, Kutak Rock 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 Condyles Declaration.

Waiver of Bankruptcy Rule 6004(a) and 6004(h)

33. To implement the foregoing successfully, the Debtors seek a waiver of the notice

requirements under Bankruptcy Rule 6004(a) and the fourteen-day stay of an order authorizing the

use, sale, or lease of property under Bankruptcy Rule 6004(h).

Notice

34. The Debtors will provide notice of this Application via first class mail, facsimile or

email (where available) to: (a) the Office of the United States Trustee for the Eastern District of

Virginia, Attn: Kathryn R. Montgomery and Lynn A. Kohen; (b) the official committee of

unsecured creditors; (c) the agents under the Debtors’ prepetition secured facilities and counsel

thereto; (d) counsel to HBC US Holdings LLC and HBC US Propco Holdings LLC; (e) the Internal

Revenue Service; (f) the office of the attorneys general for the states in which the Debtors operate;

Case 20-33332-KLP Doc 192 Filed 08/24/20 Entered 08/24/20 17:50:15 Desc Main Document Page 13 of 68

(g) the United States Attorney’s Office for the Eastern District of Virginia; (h) the Securities and

Exchange Commission; (i) the National Association of Attorneys General; and (j) any party that

has requested notice pursuant to Bankruptcy Rule 2002 (collectively, the “Notice Parties”). The

Debtors submit that, in light of the nature of the relief requested, no other or further notice need

be given.

[Remainder of page intentionally left blank]

Case 20-33332-KLP Doc 192 Filed 08/24/20 Entered 08/24/20 17:50:15 Desc Main Document Page 14 of 68

WHEREFORE, the Debtors respectfully request that the Court grant the relief requested

herein and such other and further relief as is just and proper.

Richmond, Virginia /s/ Michael O. van den Berg Dated: August 24, 2020 Michael O. van den Berg, Esq. Le Tote, Inc. General Counsel

/s/ Michael A. Condyles KUTAK ROCK LLP KIRKLAND & ELLIS LLP Michael A. Condyles (VA 27807) KIRKLAND & ELLIS INTERNATIONAL LLP Peter J. Barrett (VA 46179) Steven N. Serajeddini, P.C. Jeremy S. Williams (VA 77469) (pro hac vice admission pending) Brian H. Richardson (VA 92477) 601 Lexington Avenue 901 East Byrd Street, Suite 1000 New York, New York 10022 Richmond, Virginia 23219-4071 Telephone: (212) 446-4800 Telephone: (804) 644-1700 Facsimile: (212) 446-4900 Facsimile: (804) 783-6192 Email: [email protected] Email: [email protected] [email protected] -and- [email protected] [email protected] KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP Proposed Co-Counsel to the Debtors David L. Eaton (pro hac vice admission pending) and Debtors in Possession Jaimie Fedell (pro hac vice admission pending) 300 North LaSalle Street Chicago, Illinois 60654 Telephone: (312) 862-2000 Facsimile: (312) 862-2200 Email: [email protected] [email protected]

Proposed Co-Counsel to the Debtors and Debtors in Possession

Case 20-33332-KLP Doc 192 Filed 08/24/20 Entered 08/24/20 17:50:15 Desc Main Document Page 15 of 68

EXHIBIT A

Proposed Order

Case 20-33332-KLP Doc 192 Filed 08/24/20 Entered 08/24/20 17:50:15 Desc Main Document Page 16 of 68

Proposed Co-Counsel to the Debtors and Debtors in Possession

IN THE UNITED STATES BANKRUPTCY COURT FOR THE EASTERN DISTRICT OF VIRGINIA RICHMOND DIVISION

) In re: ) Chapter 11 ) LE TOTE, INC., et al.,1 ) Case No. 20-33332 (KLP) ) Debtors. ) (Jointly Administered) )

ORDER AUTHORIZING THE DEBTORS TO EMPLOY AND RETAIN KUTAK ROCK LLP AS CO-COUNSEL EFFECTIVE AS OF AUGUST 2, 2020

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

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

Debtors to retain and employ Kutak Rock LLP (“Kutak Rock” or the “Firm”) as their co-counsel

in the Debtors’ chapter 11 cases, effective as of August 2, 2020, as more fully set forth in the

1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number, are set forth in the Debtors’ Motion for Entry of an Order (I) Directing Joint Administration of Chapter 11 Cases and (II) Granting Related Relief filed on the Petition Date. The location of the Debtors’ service address is 250 Vesey Street, 22nd Floor, New York, New York 10281.

2 Capitalized terms used but not otherwise defined in this Order shall have the meanings ascribed to them in the Application.

Case 20-33332-KLP Doc 192 Filed 08/24/20 Entered 08/24/20 17:50:15 Desc Main Document Page 17 of 68

Application; and upon the Condyles Declaration and the van den Berg 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 this 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 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 appropriate

notice of the Application and the opportunity for a hearing on the Application under the

circumstances; and the Court having reviewed the Application and having heard the statements in

support of the relief requested therein at a hearing 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 upon all of the proceedings had before the

Court; and after due deliberation and sufficient cause appearing therefor, it is HEREBY

ORDERED THAT:

1. The Application is granted as set forth herein.

2. In accordance with and pursuant to section 327(a) Bankruptcy Code, Rules 2014

and 2016 of the Bankruptcy Rules, and Rules 2014-1 and 2016-1 of the Local Bankruptcy Rules,

the Debtors are hereby authorized to employ and retain Kutak Rock as their co-counsel under the

terms and conditions set forth in the Application and in the Condyles Declaration effective as of

August 2, 2020.

3. Kutak Rock 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

Case 20-33332-KLP Doc 192 Filed 08/24/20 Entered 08/24/20 17:50:15 Desc Main Document Page 18 of 68

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

Court. Kutak Rock 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”) in connection with the interim and final fee applications to be filed by Kutak Rock

in these chapter 11 cases and Kutak Rock shall use its reasonable efforts to avoid any duplication

of services provided by any of the Debtors’ other professionals.

4. Kutak Rock is authorized, but not directed, to continue to hold any remaining

retainer and apply such retainer, to the extent necessary, to pay any allowed fees, costs, and

expenses relating to services rendered by Kutak Rock to the Debtors subsequent to the Petition

Date in accordance with the Application.

5. At least ten business days prior to instituting any rate increases, Kutak Rock will

file a notice of such rate increases with the Court and provide notice of the same to the Debtors,

the U.S. Trustee, and the Committee.

6. The Debtors and Kutak Rock are authorized to take all actions necessary to

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

7. 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.

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

the implementation of this Order.

Dated: ______Richmond, Virginia United States Bankruptcy Judge

Case 20-33332-KLP Doc 192 Filed 08/24/20 Entered 08/24/20 17:50:15 Desc Main Document Page 19 of 68

WE ASK FOR THIS:

/s/ Michael A. Condyles (VA 27807) Peter J. Barrett (VA 46179) Jeremy S. Williams (VA 77469) Brian H. Richardson (VA 92477) KUTAK ROCK LLP 901 East Byrd Street, Suite 1000 Richmond, Virginia 23219-4071 Telephone: (804) 644-1700 Facsimile: (804) 783-6192

- and -

Steven N. Serajeddini, P.C. (admitted pro hac vice) KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 601 Lexington Avenue New York, New York 10022 Telephone: (212) 446-4800 Facsimile: (212) 446-4900

- and -

Proposed Co-Counsel to the Debtors and Debtors in Possession

CERTIFICATION OF ENDORSEMENT UNDER LOCAL BANKRUPTCY RULE 9022-1(C)

Pursuant to Local Bankruptcy Rule 9022-1(C), I hereby certify that the foregoing proposed order has been endorsed by or served upon all necessary parties.

/s/

Case 20-33332-KLP Doc 192 Filed 08/24/20 Entered 08/24/20 17:50:15 Desc Main Document Page 20 of 68

EXHIBIT B

Condyles Declaration

Case 20-33332-KLP Doc 192 Filed 08/24/20 Entered 08/24/20 17:50:15 Desc Main Document Page 21 of 68

Proposed Co-Counsel to the Debtors and Debtors in Possession

IN THE UNITED STATES BANKRUPTCY COURT FOR THE EASTERN DISTRICT OF VIRGINIA RICHMOND DIVISION

) In re: ) Chapter 11 ) LE TOTE, INC., et al.,1 ) Case No. 20-33332 (KLP) ) Debtors. ) (Jointly Administered) )

DECLARATION OF MICHAEL A. CONDYLES IN SUPPORT OF THE DEBTORS’ APPLICATION FOR ENTRY OF AN ORDER AUTHORIZING THE DEBTORS TO EMPLOY AND RETAIN KUTAK ROCK LLP AS CO-COUNSEL EFFECTIVE AS OF AUGUAT 2, 2020

I, Michael A. Condyles, hereby declare (the “Declaration”), pursuant to 28 U.S.C. § 1746,

that the following statements are true and correct, to the best of my knowledge and belief, after

due inquiry described herein.

1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number, are set forth in the Debtors’ Motion for Entry of an Order (I) Directing Joint Administration of Chapter 11 Cases and (II) Granting Related Relief filed on the Petition Date. The location of the Debtors’ service address is 250 Vesey Street, 22nd Floor, New York, New York 10281.

Case 20-33332-KLP Doc 192 Filed 08/24/20 Entered 08/24/20 17:50:15 Desc Main Document Page 22 of 68

1. I am a partner with Kutak Rock LLP (“Kutak Rock” or the “Firm”),2 a national law

firm with approximately 500 lawyers in 18 offices located throughout the country, including an

office in Richmond, Virginia located at 901 East Byrd Street, Suite 1000, Richmond, Virginia

23219. I am an attorney, duly admitted and in good standing to practice in the Commonwealth of

Virginia, the United States Bankruptcy Court for the Eastern District of Virginia, the United States

District Court for the Eastern District of Virginia, the United States Court of Appeals for the Fourth

Circuit and the United States Supreme Court.

2. I submit this Declaration in support of the application (the “Application”) of the

above-captioned debtors and debtors in possession (collectively, the “Debtors”) for an order

authorizing the Debtors to retain and employ Kutak Rock to represent them in the above-captioned

chapter 11 cases at the Firm’s hourly rates in effect at the time the service is rendered and in

accordance with the Firm’s normal reimbursement policies, pursuant to and in compliance with of

Title 11 of the United States Code (as amended, the “Bankruptcy Code”), and to provide the

disclosures required under rules 2014 and 2016 of the Federal Rules of Bankruptcy Procedure

(the “Bankruptcy Rules”) and rules 2014-1 and 2016-1 of the Local Rules of Bankruptcy Practice

and Procedure for the United States Bankruptcy Court for the Eastern District of Virginia

(the “Local Bankruptcy Rules”).

3. I am duly authorized to make this Declaration on behalf of Kutak Rock and to

submit this Declaration in support of the Application. Unless otherwise stated in this Declaration,

I have personal knowledge of the facts hereinafter set forth. To the extent any information

disclosed herein requires amendment or modification upon the Firm’s completion of further

2 Capitalized terms used but not otherwise defined in this Declaration shall have the meanings ascribed to them in the Application.

Case 20-33332-KLP Doc 192 Filed 08/24/20 Entered 08/24/20 17:50:15 Desc Main Document Page 23 of 68

analysis or as additional information becomes available, a supplemental declaration will be

submitted to the Court reflecting such amended or modified information.

Kutak Rock’s Qualifications

4. The Debtors seeks to retain Kutak Rock as their bankruptcy co-counsel because of

the Firm’s extensive experience and knowledge in the field of financial restructuring and business

bankruptcy cases under the Bankruptcy Code. By separate application, the Debtors have or will

request that the Court approve the retention and employment of Kirkland & Ellis LLP and Kirkland

& Ellis International LLP (“Kirkland”) as bankruptcy co-counsel. The retention of Kutak Rock as

bankruptcy co-counsel, however, will provide additional legal resources to advise the Debtor on

various matters and will allow the Debtors to operate more effectively given Kutak Rock’s

specialized knowledge of bankruptcy law and procedures in Virginia. In particular, the Firm’s

lawyers have experience practicing before this Court and have the ability to respond quickly to

any contingency, emergency hearings or other matters before this Court. Kutak Rock intends to

work cooperatively with Kirkland to provide effective and cost-efficient representation of the

Debtors in these bankruptcy cases.

5. Kutak Rock is a full-service law firm with attorneys experienced in, among other

disciplines, litigation, corporate, real estate, tax, labor and environmental law. Kutak Rock has

provided services similar to those described herein to parties in chapter 11 bankruptcy proceedings,

including debtors, creditors, committees and trustees.

6. The Debtors have engaged Kutak Rock to represent them as co-counsel in these

cases and have sought Kutak Rock’s services with respect to, among other things, preparation for

the commencement and prosecution of the Debtors’ chapter 11 cases. As set forth above, Kutak

Rock has become familiar with the Debtors’ businesses and has the necessary experience to

Case 20-33332-KLP Doc 192 Filed 08/24/20 Entered 08/24/20 17:50:15 Desc Main Document Page 24 of 68

effectively deal with pending matters and with many of the potentially complex legal issues and

challenges that may arise in connection with this case. Kutak Rock is qualified to act as the

Debtors’ co-counsel during the pendency of these chapter 11 cases in a most efficient and timely

manner.

7. Accordingly, based upon the Firm’s experience and the expertise developed by

many of its attorneys, Kutak Rock’s attorneys are experienced in the representation of debtors-in-

possession, are well-versed in the Local Bankruptcy Rules and local practice expectations, and

otherwise have the requisite abilities to represent the Debtors properly in these cases.

Services to be Provided

8. The Debtors seek to retain Kutak Rock, subject to the oversight and orders of the

Court, to provide legal services to the Debtors as needed throughout the course of these chapter 11

cases, including by providing advice with respect to bankruptcy and other substantive legal areas.

Kutak Rock has discussed the division of responsibilities with Kirkland and will make every effort

to avoid duplication of efforts in connection with these chapter 11 cases. To specifically disclose

the division of labor and to avoid unnecessary duplication of services, Kutak Rock proposes to

primarily provide the following services for its engagement in these chapter 11 cases as co-counsel

to the Debtors:

b) Reviewing, revising, and/or preparing drafts of documents to be filed with the Court as co-counsel to the Debtors;

c) Appearing in Court and at any meeting with the U.S. Trustee and any meeting of creditors at any given time on behalf of the Debtors as their co-counsel;

Case 20-33332-KLP Doc 192 Filed 08/24/20 Entered 08/24/20 17:50:15 Desc Main Document Page 25 of 68

d) Performing various services in connection with the administration of these chapter 11 cases, including, without limitation, (i) preparing agendas, certificates of no objection, certifications of counsel, notices of fee applications, motions and hearings, and hearing binders of documents and pleadings, (ii) monitoring the docket for filings and coordinating with Kirkland on pending matters, (iii) preparing and maintaining critical dates memoranda to monitor pending applications, motions, hearing dates, and other matters and the deadlines associated therewith, and (iv) handling inquiries from creditors, contract counterparties and counsel to parties-in-interest regarding pending matters and the general status of these chapter 11 cases and coordinating with Kirkland on any necessary responses;

e) Interacting and communicating with the Court’s chambers and the Court’s Clerk’s Office;

g) Performing all other services assigned by the Debtors, in consultation with Kirkland, as applicable, to Kutak Rock as co-counsel to the Debtors, and to the extent Kutak Rock determines that such services fall outside of the scope of services historically or generally performed by the firm as co-counsel in a bankruptcy proceeding, Kutak Rock will file a supplemental declaration pursuant to Bankruptcy Rule 2014 and give parties in interest opportunity to object.

9. In addition to Kutak Rock and Kirkland, the Debtors plan to file applications to

employ other professionals. Kutak Rock intends to monitor carefully and coordinate with the other

professionals retained by the Debtors in these chapter 11 cases and will clearly delineate their

respective duties to prevent duplication of effort. Kutak Rock will report to the Debtors and

Kirkland with respect to the above-outlined services and responsibilities.

10. The retention of Kutak Rock as co-counsel to the Debtors will result in savings for

the Debtors’ estates because of Kutak Rock’s competitive fee structure. In addition, because Kutak

Rock maintains an office in Richmond, Virginia, the retention of Kutak Rock as co-counsel to the

Case 20-33332-KLP Doc 192 Filed 08/24/20 Entered 08/24/20 17:50:15 Desc Main Document Page 26 of 68

Debtors will result in additional costs savings for the estates since Kutak Rock attorneys will not

need to bill for travel time or expenses related to such travel.

Compensation Received by Kutak Rock from the Debtors

11. In the 90 days prior to the Petition Date, the Debtors made classic retainer payments

to the Firm totaling $105,000.00 in the aggregate. The foregoing retainers constitute “classic

retainer[s]” as defined in In re Production Associates, Ltd., 264 B.R. 180, 184–85 (Bankr. N.D.

Ill. 2001), and In re McDonald Bros. Construction, Inc., 114 B.R. 989, 997–99 (Bankr. N.D. Ill.

1990). Moreover, pursuant to the terms of the Firm’s engagement letter with the Debtors, the

classic retainers are property of Kutak Rock and are not held in a separate account. As such, Kutak

Rock earned the classic retainers upon receipt, and, consequently, Kutak Rock placed the amounts

into its general cash account. After applying the Classic Retainer to the outstanding pre-petition

fees and expenses, a balance is remaining of $37,519.66, which shall be, at the Debtors’ request,

applied to invoices for post-petition fees and expenses or returned to the Debtors.

12. The amounts Kutak Rock has invoiced and been paid by the Debtors prior to the

Petition Date for professional services and for the reimbursement of reasonable and necessary

expenses incurred in connection therewith totaled $67,480.34. As of the Petition Date, the Debtors

did not owe Kutak Rock any amounts for legal services rendered before the Petition Date.

Although certain expenses and fees may have been incurred but not yet applied to the classic

retainers, the amount of the classic retainers always exceeded any amounts listed or to be listed on

statements describing services rendered and expenses incurred prior to the Petition Date.

13. Additionally, before the Petition Date, Kutak Rock received a retainer in the

amount of $75,000.00 (the “Security Retainer”) from the Debtors as security for the payment of

all unpaid fees and expenses owed to Kutak Rock by the Debtors. Kutak Rock still holds the full

Case 20-33332-KLP Doc 192 Filed 08/24/20 Entered 08/24/20 17:50:15 Desc Main Document Page 27 of 68

amount of such Security Retainer. The Debtors and Kutak Rock have agreed that the Security

Retainer will continue to be held by Kutak Rock and applied, to the extent necessary, to pay any

allowed fees, costs, and expenses relating to services rendered by Kutak Rock to the Debtors in

the course of these chapter 11 cases.

14. Accordingly, Kutak Rock was not a creditor of the Debtors’ estates as of the

Petition Date.

Professional Compensation During the Chapter 11 Cases

15. Through the Application, the Debtors request an order authorizing the employment

and retention of Kutak Rock as their attorneys effective as of the Petition Date on rates, terms and

conditions consistent with what Kutak Rock normally charges non-chapter 11 debtors. Kutak

Rock’s standard terms and conditions of engagement require prompt payment of its hourly rates

as adjusted from time to time in accordance with the Firm’s established billing practices and

reimbursement of out-of-pocket disbursements at cost or based on formulas that approximate the

actual cost where the actual cost is not readily ascertainable.

16. Subject to these terms and conditions, Kutak Rock intends to apply for

compensation for professional services rendered on an hourly basis and reimbursement of

expenses incurred in connection with the 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 or orders of the Court.

17. The hourly rates and corresponding rate structure to be used by Kutak Rock in these

chapter 11 cases are comparable to the hourly rates and corresponding rate structure used by Kutak

Rock for restructuring, workout, bankruptcy, insolvency, and comparable matters, as well as

Case 20-33332-KLP Doc 192 Filed 08/24/20 Entered 08/24/20 17:50:15 Desc Main Document Page 28 of 68

similar complex corporate and litigation matters, whether in court or otherwise, regardless of

whether a fee application is required.

18. Other attorneys and paralegals at Kutak Rock may be called upon on occasion to

assist in the representation. The hourly rates for the attorneys and paralegal that are expected to

have primary responsibility for the representation of the Debtors in these cases are set forth below:

Attorneys Hourly Rates

Michael A. Condyles, Partner $590 Peter J. Barrett, Partner $540 Jeremy S. Williams, Partner $450 Brian H. Richardson, Associate $330 Laura L. Kistler, Associate $305

Paralegals

Lynda Wood $190 Amanda Nugent $150

19. The hourly rates charged by Kutak Rock’s professionals differ based on, among

other things, such professional’s experience. These rates may change from time to time in

accordance with Kutak Rock’s established billing practices and procedures.

20. Kutak Rock also will charge for all actual out-of-pocket expenses incurred by the

Firm on the Debtors’ behalf, such as filing fees, document reproduction, long distance telephone

and facsimile charges, mail charges, travel expenses, overnight courier expenses, computer

research, expenses for “working meals,” transcription costs, and other disbursements. Kutak Rock

will charge for these expenses in a manner and at rates consistent with charges made generally to

the Firm’s other clients. Kutak Rock will make every effort to minimize expenses in these chapter

11 cases.

Case 20-33332-KLP Doc 192 Filed 08/24/20 Entered 08/24/20 17:50:15 Desc Main Document Page 29 of 68

21. Kutak Rock will maintain detailed, contemporaneous records of time and any actual

and necessary expenses incurred in connection with the rendering of the legal services described

above by category and nature of the services rendered.

22. No promises have been received by Kutak Rock nor by any partner, counsel or

associate thereof as to compensation in connection with these chapter 11 cases other than in

accordance with the provisions of the Bankruptcy Code and as described herein. Kutak Rock has

no agreement with any other entity to share with such entity any compensation received by Kutak

Rock in connection with these chapter 11 cases.

23. Kutak Rock further states that pursuant to Bankruptcy Rule 2016(b), it has not

shared nor agreed to share (a) any compensation it has received or may receive in connection with

these chapter 11 cases with another party or person, other than with the partners, counsel,

associates and contract attorneys associated with Kutak Rock or (b) any compensation another

person or party has received or may receive in connection with these chapter 11 case.

Kutak Rock’ Disinterestedness

24. As specifically set forth herein, Kutak Rock and certain of its partners, counsel and

associates have worked with, may currently work with and likely in the future will work with

certain of the Debtors’ creditors and other parties in interest in ongoing matters unrelated to these

chapter 11 cases. To the best of my knowledge, none of these business relations constitute interests

materially adverse to the Debtors or their bankruptcy estates.

25. In order to confirm that Kutak Rock does not represent an adverse interest, Kutak

Rock has searched on its electronic database for connections with the persons and entities listed

on Schedule 13 hereto, which represent the Debtor’s principal creditors, equity holders and other

3 The Firm’s inclusion of parties in the following schedules is solely to illustrate its 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

Case 20-33332-KLP Doc 192 Filed 08/24/20 Entered 08/24/20 17:50:15 Desc Main Document Page 30 of 68

parties in interest in this Bankruptcy Case. In addition, the parties listed on Schedule 1 were

included in an email attachment sent to all Kutak Rock employees to check for potential conflicts.

The information listed on Schedule 1 may have changed without our knowledge and may change

during the pendency of these chapter 11 cases. Accordingly, Kutak Rock will update this

Declaration as necessary and when it becomes aware of additional material information.

26. Schedule 2 attached hereto identifies certain creditors, equity holders or other

parties in interest that Kutak Rock currently represents or has represented within the past five

years. Unless identified on Schedule 2 or otherwise described herein, to the best of my knowledge,

Kutak Rock does not currently represent and has not represented within the past five years the

parties listed on Schedule 1 as of the date of the filing of this Application.4

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

of my knowledge, neither I, nor any partner, counsel or associate of Kutak Rock, insofar as I have

been able to ascertain, currently represent or has represented, while with Kutak Rock, within the

past five years the parties listed on Schedule 1, except as disclosed on Schedule 2 or otherwise

described herein.

28. In addition, based on the responses to a prior e-mail inquiry made to the employees

of Kutak Rock, I believe that none of the employees of Kutak Rock are related to any United States

District Court Judges for the Eastern District of Virginia, United States Magistrate Judges for the

Eastern District of Virginia, United States Bankruptcy Judges for the Eastern District of Virginia,

or has a claim or legal relationship to the Debtors of the nature described in the schedules.

4 Certain individuals or entities identified by the Debtors fall into more than one of the categories provided on Schedule 1. For the purposes of this Declaration and the accompanying schedules, any such individual or entity is only identified once.

Case 20-33332-KLP Doc 192 Filed 08/24/20 Entered 08/24/20 17:50:15 Desc Main Document Page 31 of 68

the U.S. Trustee with supervision over the Eastern District of Virginia, or any attorneys employed

in the Richmond office of the U.S. Trustee for the Eastern District of Virginia.

29. Kutak Rock will periodically review its files during the pendency of this

Bankruptcy Case to ensure that no new connections arise that warrant disclosure. If any new

relevant facts or relationships are identified, Kutak Rock will promptly file a supplemental

declaration with this Court, as required by Bankruptcy Rule 2014(a).

Specific Disclosures

30. Kutak Rock and certain of its partners, counsel and associates currently represent,

have represented, while with Kutak Rock, in the past five years, and likely will continue to

represent creditors of the Debtors and other parties-in-interest in connection with matters unrelated

to the Debtors and their chapter 11 cases. As of the filing of the Application, the Firm is not aware

of any such representations except as disclosed on Schedule 2 or otherwise described herein.

Kutak Rock has not represented, is not representing, and will not represent any entities or any of

their respective affiliates in connection with any matters that are related to the Debtors or these

chapter 11 cases. In the event that any litigation or other actual adversity arises in these chapter

11 cases vis-à-vis any one of these entities, Kirkland or other counsel will represent the Debtors in

connection with such litigation or actual adversity. Moreover, pursuant to section 327(c) of the

Bankruptcy Code, Kutak Rock is not disqualified from acting as the Debtors’ bankruptcy counsel

merely because it represents certain of the Debtors’ creditors, equity security holders or other

parties in interest in matters unrelated to these chapter 11 cases.

31. For the year ending December 31, 2019, the fees received from the following entity

identified on Schedule 2 constituted more than 1% of Kutak Rock’s annual revenues: Wells Fargo

Bank, N.A. (3%) (the “Kutak Client”). All prior and current Firm representations of the Kutak

Client and its affiliates and/or subsidiaries have been in matters unrelated to these chapter 11 cases.

Case 20-33332-KLP Doc 192 Filed 08/24/20 Entered 08/24/20 17:50:15 Desc Main Document Page 32 of 68

I do not believe these representations create conflicts, but have disclosed the connection out of an

abundance of caution.

32. Finally, Peter J. Barrett, a Kutak Rock partner, is a member of the panel of Chapter

7 trustees appointed to serve in the Richmond Division of the Court and a member of the panel of

Subchapter V trustees.

33. Based on the foregoing, each of the partners, counsel or associates of Kutak Rock,

insofar as I have been able to ascertain, (a) do not have any connection, except as otherwise set

forth herein, with the Debtors, their creditors or any other parties in interest, the United States

Trustee for the Eastern District of Virginia or any person employed in the office of the same,

United States District Court Judges for the Eastern District of Virginia, United States Magistrate

Judges for the Eastern District of Virginia, or the United States Bankruptcy Judges for the Eastern

District of Virginia, (b) is a “disinterested person,” as that phrase is defined in section 101(14) of

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

or represent any interest adverse to the Debtors’ estates.

Statement Regarding U.S. Trustee Guidelines

34. Kutak Rock 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 (the “Appendix B Guidelines”), both in connection with the

Application and the interim and final fee applications filed by Kutak Rock in the course of its

engagement.

Case 20-33332-KLP Doc 192 Filed 08/24/20 Entered 08/24/20 17:50:15 Desc Main Document Page 33 of 68

Attorney Statement Pursuant to Appendix B Guidelines

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

forth in ¶ D.1. of the Appendix B Guidelines:

a. Kutak Rock did not agree to any variations from, or alternatives to, its standard or customary billing arrangements for this engagement.

b. None of the professionals from Kutak Rock included in this engagement have varied or will vary their rate based on the geographic location of the bankruptcy case.

c. The billing rates and material financial terms for Kutak Rock’s prepetition engagement by the Debtors are set forth herein. No adjustments were made to either the billing rates or the material financial terms of Kutak Rock’s employment by the Debtors as a result of the filing of these chapter 11 cases.

d. Kutak Rock will submit to the Debtors for approval a staffing plan and budget for Kutak Rock that covers the time period from the Petition Date through August 30, 2020 prior to the hearing on the Application.

36. The foregoing constitutes the statement of Kutak Rock pursuant to section 327(a)

of the Bankruptcy Code, Bankruptcy Rules 2014 and 2016, and Local Bankruptcy Rules 2014-1

and 2016-1.

[Remainder of Page Intentionally Left Blank]

Case 20-33332-KLP Doc 192 Filed 08/24/20 Entered 08/24/20 17:50:15 Desc Main Document Page 34 of 68

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

and correct.

Richmond, Virginia Dated: August 24, 2020 By: /s/ Michael A. Condyles Michael A. Condyles Partner Kutak Rock LLP

Error! Unknown document property name. Case 20-33332-KLP Doc 192 Filed 08/24/20 Entered 08/24/20 17:50:15 Desc Main Document Page 35 of 68

SCHEDULE 1

List of Schedules

Schedule Category 1(a) Debtors 1(b) Directors & Officers 1(c) 5% or More Equity Holders 1(d) Bankrupty Judges 1(e) Banks/Lenders/UCC Lien Parties/Administrative Agents 1(f) Confidential Parties 1(g) HR Benefits 1(h) Insurers & Surety Bonds 1(i) Landlords 1(j) Litigation 1(k) Professionals 1(l) Taxing Authorities 1(m) Top Creditors 1(n) U.S. Trustee Personnel 1(o) Utilities 1(p) Vendors

Error! Unknown document property name. Case 20-33332-KLP Doc 192 Filed 08/24/20 Entered 08/24/20 17:50:15 Desc Main Document Page 36 of 68

SCHEDULE 1(a)

DEBTORS

French Tote LLC Le Tote, Inc. Le Tote, LLC Lord & Taylor LLC LT Card Company LLC

Error! Unknown document property name. Case 20-33332-KLP Doc 192 Filed 08/24/20 Entered 08/24/20 17:50:15 Desc Main Document Page 37 of 68

SCHEDULE 1(b)

DIRECTORS & OFFICERS

Ard, Amy Baker, Richard Beiswenger, Jana Blecher, Andrew Corrie, Pamela Fairbairn, Nicholas Fedorowycz, Mark Foulkes, Helena Gold, Stephen Graf, Neera Grasso, Jennifer Grundmanis, Elliot Harlam, Bari Hartman, Ruth Heaney, Patricia Hoke, Brian Kahn, Matthew Khare, Vijay Lee, Suzanne Leigh, Janis Levy, Jeffrey Li, Theodore Mader, Kerry Metrick, Marc Miller, Lauren Moore, Bruce Nesbit, Kristen Novack, Mindy Pather, Sayen Perugini, Franco Putnam, Ian Record, Edward Roof, Becky Rosenthal, Lauren Schneider, Kurt Schwartz, David Sundar, Shyam Tagliani, James Zhang, Lu

Error! Unknown document property name. Case 20-33332-KLP Doc 192 Filed 08/24/20 Entered 08/24/20 17:50:15 Desc Main Document Page 38 of 68

SCHEDULE 1(c)

5% OR MORE EQUITY HOLDERS

Accelerate-IT Ventures Fund I, LP Azure Capital Partners III, L.P. HBC US Propco Holdings LLC Northart, Brett Tondon, Rakesh

Error! Unknown document property name. Case 20-33332-KLP Doc 192 Filed 08/24/20 Entered 08/24/20 17:50:15 Desc Main Document Page 39 of 68

SCHEDULE 1(d)

BANKRUPTY JUDGES

Huennekens, Kevin R. Kenney, Brian F. Kindred, Klienette H. Phillips, Keith L. Santoro, Frant J. St. John, Stephen C.

Error! Unknown document property name. Case 20-33332-KLP Doc 192 Filed 08/24/20 Entered 08/24/20 17:50:15 Desc Main Document Page 40 of 68

SCHEDULE 1(e)

BANKS/LENDERS/UCC LIEN PARTIES/ADMINISTRATIVE AGENTS

Adoni Group Inc., The Rugs America Corp. Arkansas Federal Credit Union Silicon Valley Bank B.H. Multi Color Corp. Sway Ventures Fashion II LP B.H. Multi Com Corp. TCG BDC II Inc. Bank of America NA TCG BDC Inc. Bass, Jason B. Temkin, Mildoris Beekman, Bernadette Tianhai Lace USA Inc. Cavallo, Steven Trinity Capital Fund III LP Central Valley Industrial Core Holdings Verderber, Maria LLC Wells Fargo Bank NA Cisco Systems Capital Corp. Wells Fargo NA Citizen Watch Co. of America Inc. Wildflower + Co. Inc. City National Bank Williams, Deshawn Corporation Service Co. WLXT LLC Criminal Court of the City of New York Xeros Inc. De Lage Landen Financial Services Inc. Diamonds Forever of USA Inc. Eloquence Corp. GE Capital Retail Bank GE Money Bank HBC US Propco Holdings LLC Hilco Merchant Resources LLC Hill, Bijon Horizon Credit II LLC Horizon Technology Finance Corp. IBM Credit LLC IKON Financial Services Klauber Brothers Inc. Lali Jewelry Inc. Le Vian Corp. Levin, Isadora Myrna Liquidity Capital II LP LJM Inc. Lord & Taylor Holdings, LLC Marco Moore Inc. Mulhearn, Susannah OFI Carlyle Private Credit Fund PersonalWeb Technologies LLC Philadelphia Indemnity Insurance Co. Radosti, Bina Richline Group Inc. Royal Jewelry Manufacturing Inc.

Error! Unknown document property name. Case 20-33332-KLP Doc 192 Filed 08/24/20 Entered 08/24/20 17:50:15 Desc Main Document Page 41 of 68

SCHEDULE 1(f)

CONFIDENTIAL PARTIES

[Confidential]

Error! Unknown document property name. Case 20-33332-KLP Doc 192 Filed 08/24/20 Entered 08/24/20 17:50:15 Desc Main Document Page 42 of 68

SCHEDULE 1(g)

HR BENEFITS

Benefit Express Services LLC Ceridian HCM Inc. Cigna Corp. CVS Health Corp. USI Insurance Services LLC Voya Financial Inc.

Error! Unknown document property name. Case 20-33332-KLP Doc 192 Filed 08/24/20 Entered 08/24/20 17:50:15 Desc Main Document Page 43 of 68

SCHEDULE 1(h)

INSURERS & SURETY BONDS

Allianz SE AXA SA Beazley plc Chubb Ltd. Great American Insurance Co. Inc. Hanover Insurance Group Inc., The Liberty Mutual Insurance Co. National Flood Insurance Program Philadelphia Indemnity Insurance Co. Starr Indemnity & Liability Co. Inc. Tokio Marine Holdings Inc. Underwriters at Lloyd’s USI Insurance Services LLC Western World Insurance Co.

Error! Unknown document property name. Case 20-33332-KLP Doc 192 Filed 08/24/20 Entered 08/24/20 17:50:15 Desc Main Document Page 44 of 68

SCHEDULE 1(i)

LANDLORDS

Bala Cynwyd Shopping Center Bridgewater Commons Burlington Mall Carousel Center Crossgates Mall Danbury Fair Mall Eastview Mall Fair Oaks Mall Freehold Raceway Mall Garden State Plaza King of Prussia Plaza Livingston Mall Mall at Rockingham Park, The Mall in Columbia, The Mizner Park Natick Mall Northbrook Court Prudential Center Quaker Bridge Mall Ridge Hill Mall Rockaway Town Square Mall South Shore South Shore Plaza Twelve Oaks Mall Walden Galleria Walt Whitman Shops Westfarms Mall Westfield Trumbull White Flint Mall Willowbrook Mall (Wayne) Woodfield Mall

Error! Unknown document property name. Case 20-33332-KLP Doc 192 Filed 08/24/20 Entered 08/24/20 17:50:15 Desc Main Document Page 45 of 68

SCHEDULE 1(j)

LITIGATION

500 Broadway LLC Chanel Inc. Abdalghani, Ghadir Christain, Gladys Adekoyejo, Adeyinka Cloutier, Phil Age Group Ltd. Colosi, Candice Akinmurele, Grace Compass Group USA Ali, Kifah Cook, Khadijah Z. Allen, Krystal Cooper, Marilyn Amazon.com Inc. Corrales, Ingrid Amoroso, Dana Cottman, Jannyse Arkansas Federal Credit Union Coulson, Tamara Asefi Moghaddam, Ladan Crafton, Diane Ashton Martel, D’Nelle Crossdale, Karlene Assadi, Sara Crump, Carl Baeder, Patricia Cruz, Evelyn Baker, Jennifer Culter, Carol A. Barba, Rosemary Cunningham, Celia BareWeb Inc. Davenjay, James Barrett, Marva David’s Bridal Batcelor, Karen Desrosiers, Cherlande Bathie, Sandra T. Devine, Maureen Beekman, Bernadette Dibiccari, Jamie Belk Inc. Digrande, Josephine Bennett, Carol Dillard’s Inc. Bernard Chaus Inc. Doneson, Elda Bethelmy, John Dookhan, Satyawattee BHLDN.com LLC Drewes, Rosemary Bledsoe, Kendra DSW Shoe Warehouse Inc. Bloomingdale’s Inc. Dubray-Wohner, Brandy Blum, Jeanette Dvorett, Robert Boakye Danquah, Kwabena Ebron, Ronica BOP LLC Edwards, Brenda Bosco, Patricia M. Eltelbany, Heba Bounce Exchange Inc. Eminent Inc. Bowen, David Escobar, German Buckbinder, Christine Essential Brands Inc. Buna, Lidia Evans, Willis Capellan De Abreu, Binvenida A. Evans-Greene, Debra Capitani, Aurora Facebook Inc. Casillas, Jose Finguerra, Marie Castillo, Ronald Flores, Michael Castro, Delsa Forem Packing Inc. Century 21 Department Stores LLC Franusiak, Anna

Error! Unknown document property name. Case 20-33332-KLP Doc 192 Filed 08/24/20 Entered 08/24/20 17:50:15 Desc Main Document Page 46 of 68

Gallego, Alexander Kennedy, Thomas Ganguli, Shukla Kinouna, May Sarah Garg, Sangeeta Klauber Brothers Inc. Garson, Hannah Kline, Ina Gary, Pat Kline, Lew Geramifar, Soheila Kline, Veronia Gerber, Mildred Kramer, Barbara Giangreco, Lorraine Kruse, Celine Glover, Linda M. Kurti, Gentjana Gold Value International Textile Inc. Lacen, Averie Goldberg, Renee Langdo, Andrew Goldman, Samantha Lasselle, Bert Grandas, Dolly Lee-Benedetto, Erica Granoff, Susan Leganda, Gianfranco Gray, Ambrose Leo, Srieda Green, Jasmine Levitt, Wendy Greene, Debra Levy Group Inc., The Gregorida, Joseph Lewin, Elizabeth Guertin, Jane LGB Inc. Gutierrez, Marie Lokaj, Fatmire Hajmafah, Judy Loperto, Laura Hall, Diane D. Luciano, Victoria Harding, Allison Lugo, Marlene Hawkins, Monique Macy’s Inc. Hawkins, Stephen Maduwa, Rumbi HBC Magee, Nathanael Hill, Bijon Mahmoud, Pary Horan, Ana Marlic, Sandra Hoxha, Luliana Mason, Christine Hudson’s Bay Co. Matte-Piraino, Elizabeth Hussain, Bushra Mattera, Vivian M. Iliou, James Maurer, Karin Inocencio, Lorenzo Mayer, Linda Irrera, Anna M. Mccarthy, Teresa J.C. Penney Corp. Inc. Mccreight, Suzanne Jablonska, Krystyna Mcneill, Janet Jackson, Genifer L. Mechmann, Luke Jefferson, Crystal Meiner, Phyllis Johnson, Janet Melon Technologies LLC Jones, Carolyn Mikulka, Brian Joyner, Kingston Milik, Afaf Kalik, Valerie Minardi, Joann Kalousie, Emel Minch, Anita Kanakis, Chrystella Moghaddam, Ladan A. Kellwood Co. Mohammed, Fouzia Kelly, Eileen Moon, Soojin

Error! Unknown document property name. Case 20-33332-KLP Doc 192 Filed 08/24/20 Entered 08/24/20 17:50:15 Desc Main Document Page 47 of 68

Moore-Fisher, Bonnie Saren, Ibrahim Mora, Kimberly Schrubbe, Barbara Morales, Xiomara Scott, Janine Mulanov, Rimma Seirafi, Aida Murray, Elizabeth Selofsky, Toni A. Myers, Pat Sgambati, Ashley Nalbone, Mary Sheedy, Mary Nappi, Anthony Sivilich, Eric Neil, Marvin Skas, Arlene Nicolao, Lee Slade, Evangeline Nihailovch, Natasha Smallwood, Verna Nordstrom Inc. Smith, Joanne Olivieri, Dawn Snyder, Janet Oswicky-Delgado, Francine Sonexay, Sanaphol Pacific Eurotex Corp. SP 35 LP Parker, Claire Spearman-Woods, Marsha Pesta, Melissa Spensieri, Maria Petrantonakis, Christina Springer, Valerie Pettengill, Rosemary Steven Madden Ltd. Pieros Construction Co. Inc. Taerim Co. Ltd. Politi, Dania Tarpey, Katherine Putz, Julia Tejada, Miriam Quirke-Garay, Meybolle Temmallo, Carol Rad, Soraya B. Thayer, Grace Radosti, Bina Thorton, Diann Ramano, Vivian Tianhai Lace Co. Ltd. Reaction Retail LLC Tomitz, Andrew Reese-Lefttridge, Racquel Toon, Troy Reid, Morine Tothill, Stephanie Reyes, Karla Tracey, Elaine Rickhouse Media Inc. Umans, Joanne Riemer, Veronica Urban Outfitters Inc. Rios, Christopher Vazquez Calaudio, Sheila Rivera, Miguel Vectovic, Surka Robertson, Josefina Venegas-Deik, Anna Roman, Jessica Ventura, Stephnie L. Rorbach, Susan Vesseli, Remzije Ross, Matthew Walsh, Lisa Rudolph, Alexandria Ware, Wendy Sabatino, Frank White, Elda Sabino, Joan Widger, Gabrielle Saks & Co. LLC Wildflower + Co. Inc. Saks Inc. Winhusen, Louise A. Salazar, Carlos Wood, Judith Sanchez, Susana Woods, Delores Sanchez-Teixeira, Amalia Xcel-CT MFG LLC

Error! Unknown document property name. Case 20-33332-KLP Doc 192 Filed 08/24/20 Entered 08/24/20 17:50:15 Desc Main Document Page 48 of 68

Yaldo, Mamahil Ye, Suhua Zhao, Jing ZZ Fashion Corp.

Error! Unknown document property name. Case 20-33332-KLP Doc 192 Filed 08/24/20 Entered 08/24/20 17:50:15 Desc Main Document Page 49 of 68

SCHEDULE 1(k)

PROFESSIONALS

Berkeley Research Group LLC Choate Hall & Stewart LLP Great American Group LLC Hilco Trading LLC Katten Muchin Rosenman LLP KPMG LLP Nfluence Partners Otterbourg P.C. Stretto USI Consulting Group Inc. Willkie Farr & Gallagher LLP

Error! Unknown document property name. Case 20-33332-KLP Doc 192 Filed 08/24/20 Entered 08/24/20 17:50:15 Desc Main Document Page 50 of 68

SCHEDULE 1(l)

TAXING AUTHORITIES

Alabama, State of, Department of Revenue Leave Amherst, City of (OH) Massachusetts, Commonwealth of, Arizona, State of, Department of Revenue Department of Revenue Arkansas, State of, Revenue Division Michigan, State of Avon Lake, City of (OH) Michigan, State of, Department of Treasury Avon, City of (OH) Minnesota, State of Berea, City of (OH) Minnesota, State of, Department of Revenue California, State of Mississippi, State of California, State of, Department of Tax & Mississippi, State of, Department of Fee Administration Revenue California, State of, Franchise Tax Board Missouri, State of Cleveland, City of (OH) Montgomery, County of (MD) Cloverleaf Local School District (OH) Nevada, State of, Department of Taxation Colorado, State of New Hampshire, State of Colorado, State of, Department of Revenue New Jersey, State of Connecticut, State of New Jersey, State of, Division of Taxation, Connecticut, State of, Department of Litter Control Fee Revenue Services, Commissioner New York, State of Delaware, State of New York, State of, Department of Taxation Elyria, City of (OH) and Finance Florida, State of New York, State of, Department of Taxation Florida, State of, Department of Revenue and Finance, PrompTax Program Georgia, State of North Carolina, State of Georgia, State of, Department of Revenue North Carolina, State of, Department of Hawaii, State of, Department of Taxation Revenue Illinois, State of North Olmsted, City of (OH) Illinois, State of, Department of Revenue North Ridgeville, City of (OH) Indiana, State of, Department of Revenue Ohio, State of Kentucky, Commonwealth of, Department Ohio, State of, Department of Taxation of Revenue Oklahoma, State of Lorain, City of (OH) Oklahoma, State of, Tax Commission Louisiana, State of, Department of Revenue Oregon, State of Maine, State of, Department of Oregon, State of, Department of Administrative and Financial Services, Transportation, Rail and Public Transit Revenue Services Division Maryland, State of Parma, City of (OH) Maryland, State of, Comptroller of the Pennsylvania, Commonwealth of Treasury Pennsylvania, Commonwealth of, Mason, City of (OH) Department of Revenue Massachusetts, Commonwealth of Reynoldsberg, City of (OH) Massachusetts, Commonwealth of, Rhode Island, State of Department of Family and Medical San Francisco, City & County of (CA)

Error! Unknown document property name. Case 20-33332-KLP Doc 192 Filed 08/24/20 Entered 08/24/20 17:50:15 Desc Main Document Page 51 of 68

Sheffield Lake, City of (OH) South Carolina, State of, Department of Revenue South Dakota, State of, Department of Revenue St. Louis, City of (MO) Stockton, City of (CA) Strongsville, City of (OH) Tennessee, State of Tennessee, State of, Department of Revenue Texas, State of Utah, State of Utah, State of, Tax Commission Vermont, State of, Department of Taxes Virginia, Commonwealth of Virginia, Commonwealth of, Department of Taxation Washington D.C., Department of Employment Services, Office of Paid Family Leave Washington D.C., Office of Finance & Treasury Washington, D.C. Washington, D.C., Office of Tax & Revenue Washington, State of Washington, State of, Department of Revenue West Virginia, State of West Virginia, State of, Department of Tax & Revenue Westlake, City of (OH) Wisconsin, State of Wyoming, State of Wyoming, State of, Department of Revenue Yonkers, City of (NY)

Error! Unknown document property name. Case 20-33332-KLP Doc 192 Filed 08/24/20 Entered 08/24/20 17:50:15 Desc Main Document Page 52 of 68

SCHEDULE 1(m)

TOP CREDITORS

360I LLC Quad/Graphics Inc. Alex Apparel Group Inc. Ralph Lauren Childrenwear Alvarez & Marsal Private Equity Sanctuary Clothing Inc. Performance Improvement Group LLC Steven Madden Ltd. Berkeley Research Group LLC Supreme International Corp. Betsy & Adam Sales Tommy Bahama Caleres Inc. Urban Outfitters Wholesale Inc. Ceridian HCM Inc. V. Fraas Chanel Inc. Wacoal America Inc. Christian Dior Perfumes LLC Wells Fargo NA Chubb Ltd. Xcel-CT MFG LLC Criteo Corp. Xscape Evenings Ltd. David Peyser Sportswear Inc. ERP Logic LLC Facebook Inc. FLIK International Corp. Fownes Brothers and Co. French Connection G-III Leather Fashions Inc. HBC US Propco Holdings LLC HFC Prestige Products Inc. Highline United LLC Jones NY Kasper Group LLC Kate Spade & Co. Kiehl’s Since 1851 LLC Komar Intimates LLC Kurt Geiger Ltd. Levy Group/Laundry, The Liquidity Capital II LP L’Oreal Lancome L’Oreal USA Inc., Designer Fragrances Division Lucky Brand Bathing Suits Manhattan Beachwear Inc. Me Too LLC Michael Kors Wholesale Lockbox Nic + Zoe Co. Nina Footwear Corp. OFI Carlyle Private Credit Fund Pacific Alliance USA Inc. Polo/Ralph Lauren Corp.

Error! Unknown document property name. Case 20-33332-KLP Doc 192 Filed 08/24/20 Entered 08/24/20 17:50:15 Desc Main Document Page 53 of 68

SCHEDULE 1(n)

U.S. TRUSTEE PERSONNEL

Fitzgerald, John P., III Flinchum, Peggy T. Garber, Margaret K. Guzinski, Joseph A. McPherson, Theresa E. Pecoraro, Shannon F. Turner, June E. Whitehurst, Kenneth, III

Error! Unknown document property name. Case 20-33332-KLP Doc 192 Filed 08/24/20 Entered 08/24/20 17:50:15 Desc Main Document Page 54 of 68

SCHEDULE 1(o)

UTILITIES

Albany Water & Water Supply Eversource Energy - Natick Approved Oil Co. of Brooklyn Inc. Fair Oaks Mall Aqua Pennsylvania Inc. Fairfax, County of (VA), Water Authority Aquarion Water Co. Inc. FGL Labs Aquarion Water Co. of Connecticut Inc. FirstEnergy Corp. Bala Electric Corp. Florida Power & Light Co. Baltimore Gas & Electric Co. Florida Public Utilities Co. Inc. Boca Raton, City of (FL) Freehold Raceway Mall Boston Water & Sewer Commission Freehold, Township of (NJ) Braintree Electric Light Department Garden City, Incorporated Village of (NY) Braintree, Town of (MA) Garden State Plaza Braintree, Town of (MA), Water & Sewer Green Mountain Energy Co. Department Hinsdale Sanitary Dist Bridgewater, Township of (NJ) Hudson Energy Services LLC Burlington, Town of (MA) Infinite Energy Inc. Carousel Center Intelligent Energy Corp. Champion Energy Services LLC Jersey Central Power & Light Co. Coast Fire Equipment Jersey Gardens Mall Comcast Corp. KeySpan Corp. Commonwealth Edison Co. Kinetix Technology Services LLC ConEdison Solutions Inc. King of Prussia Plaza Connecticut Light & Power Co. Lawrence, Township of (NJ), Tax Office Connecticut Natural Gas Corp. Liberty Power Holdings LLC Consolidated Edison Co. of New York Inc. Livingston, Township of (NJ) Consolidated Edison Inc. Long Island Power Authority Consolidated Edison Solutions Inc. Loudon, County of (VA) Constellation NewEnergy Inc. Madison Commercial Fuels Danbury Fair Mall Manhasset-Lakeville Water District Danbury, City of (CT) MidAmerican Energy Co. Danbury, City of (CT), Tax Collector Middlesex Water Co. Detroit Edison Moorestown, Township of (NJ) District of Columbia Water & Sewer Natick, Town of (MA) Authority National Grid plc DTE Energy Inc. National Realty & Development Corp. Dynegy Energy Services LLC New Jersey American Water Co. Inc. Dynegy Inc. New Jersey Natural Gas Co. Eatontown Sewerage Authority (NJ), The New York, City of (NY), Water Board EDF Energy Services LLC Niagara Mohawk Power Corp. Elizabethtown Gas Co. Northbrook Court Elizabethtown Water Services LLC Northbrook, Village of (IL) ENGIE Insight Services Inc. Northern Illinois Gas Co. Eversource Energy Novi, City of (MI)

Error! Unknown document property name. Case 20-33332-KLP Doc 192 Filed 08/24/20 Entered 08/24/20 17:50:15 Desc Main Document Page 55 of 68

Novi, City of (MI), Water and Sewer UGI Penn Natural Gas Inc. Division UGI Utilities Inc. NSTAR United Illuminating Co. NSTAR Electric & Gas Corp. Unitil Corp. Nyack, Village of (NY), Department of Unitil NH Gas Operations Water Utility Telecom Oakbrook, Village of (IL) Virginia Electric and Power Co. Paramus, Borough of (NJ) Washington Gas Pardee Solar I LLC Washington Suburban Sanitary Commission PECO Energy Co. Waste Management Inc. Pennsylvania-American Water Co. Inc., The Wayne, Township of (NJ) PG&E Corp. Westfield, Town of (NJ) Philadelphia, City of (PA), Water Revenue Wilkes-Barre, City of (PA) Bureau Wilkes-Barre, City of (PA), Sewer Potomac Electric Power Co. Maintenance Fee PPL Electric Utilities Corp. Wilkes-Barre, Township of (PA), Sewer Public Service Co. of North Carolina Maintenance Public Service Electric & Gas Co. Woodbridge, Township of (NJ), Sewer Public Service Enterprise Group Inc. Utility Quaker Bridge Mall Wyoming Valley Sewer Rochester Gas and Electric Corp. Rockaway, Township of (NJ) Rockland, City of (ME) Salem, Town of (NH) Schaumburg, Village of (IL) South Huntington Water District Southern Connecticut Gas Co., The Stamford, City of (CT), Water Pollution Control Authority Sterling Heights, City of (MI), Department 181601 Stockton, City of (CA) Suez North America Inc. Suez Water New Jersey Inc. Suez Water Westchester District 1 Suffolk County Water Authority Inc. Sune KHL PSNJ LLC SunEdison Inc. Syracuse, City of (NY) Syracuse, City of (NY), Department of Water Taubman Auburn Hills Associates LP Trumbull, Town of (CT), Sewer Trumbull, Town of (CT), Water Pollution Control Authority UGI Energy Services LLC

Error! Unknown document property name. Case 20-33332-KLP Doc 192 Filed 08/24/20 Entered 08/24/20 17:50:15 Desc Main Document Page 56 of 68

SCHEDULE 1(p)

VENDORS

360I LLC Johnston & Murphy Co. Adidas America Inc. Jones NY Adrianna Papell Evening Karen Kane Inc. AFCO Kasper Group LLC Alex Apparel Group Inc. Kate Spade & Co. Alvarez & Marsal Private Equity Kayser-Roth Corp. Performance Improvement Group LLC Kiehl’s Since 1851 LLC Amerex of California Komar Intimates LLC BAK Girls Inc. Kurt Geiger Ltd. BCI Brands L2T Inc. Berkeley Research Group LLC Lali Jewelry Inc. Betsy & Adam Sales Leon Max Inc. Bounce Exchange Inc. Levi Strauss & Co. Caleres Inc. Levy Group/Laundry, The Calvin Klein Inc. L’Oreal Lancome Carole Hochman Design Group Inc. L’Oreal USA Inc., Designer Fragrances Ceridian HCM Inc. Division Chanel Inc. Lucky Brand Bathing Suits Christian Dior Perfumes LLC Lucky Brand Dungarees LLC Chubb Ltd. LXR Luxe Inc. Creative Imports LLC Mamiye Brothers Inc. Criteo Corp. Manhattan Beachwear Inc. David Peyser Sportswear Inc. Marc Jacobs International LLC Deloitte & Touche LLP Me Too LLC Designer Group Michael Kors Wholesale Lockbox Dolce Vita Footwear Inc. Miraclesuit by Swimshaper Echo Design Group Inc., The Mystic Inc. ERP Logic LLC Nic + Zoe Co. Euroitaly Inc. Nina Footwear Corp. Facebook Inc. Oxford Apparel FLIK International Corp. Pacific Alliance USA Inc. Fownes Brothers and Co. Paige Premium Denim LLC French Connection Polo/Ralph Lauren Corp. GBG USA Inc. PricewaterhouseCoopers LLP G-III Leather Fashions Inc. Quad/Graphics Inc. HFC Prestige Products Inc. Ralph Lauren Childrenwear Highline United LLC Ralph Lauren Footwear Inc. Hudson Clothing Inc. S. Rothschild and Co. Hugo Boss Fashions Inc. Salant Corp. Inter Parfums Luxury Brands Inc. Sanctuary Clothing Inc. Jewelry Group Inc., The SDI Industries Inc. Jockey International Inc. Steven Madden Ltd.

Error! Unknown document property name. Case 20-33332-KLP Doc 192 Filed 08/24/20 Entered 08/24/20 17:50:15 Desc Main Document Page 57 of 68

Supreme International Corp. Synclaire Brands Inc. Thompson Lock & Supply Corp. Tommy Bahama Toms Shoes Inc. Under Armour UPS Urban Outfitters Wholesale Inc. V. Fraas Vincent Camuto LLC Wacoal America Inc. Xcel-CT MFG LLC Xscape Evenings Ltd.

Error! Unknown document property name. Case 20-33332-KLP Doc 192 Filed 08/24/20 Entered 08/24/20 17:50:15 Desc Main Document Page 58 of 68

SCHEDULE 2 Kutak Rock Disclosures

Conflict Search Results

Name of Entity Searched Name of Entity and/or Status Nature of Representation Affiliate of Entity that is a Kutak Rock LLP Client AFCO AFCO Credit Corp. Former Representation in matter unrelated to Debtors Beazley Beazley Group Former Representation in matter unrelated to Debtors

Beazley Syndicate at Former Representation in matter unrelated to Lloyd’s Debtors

Beazley USA Services, Inc. Current Representation in matter unrelated to Debtors California California Enterprise Current Representation in matter unrelated to Development Authority Debtors California Department of Tax California Municipal Current Representation in matter unrelated to Finance Authority Debtors

California Pollution Current Financing Authority

California Public Finance Current Authority

California School Finance Current Authority Chubb Chubb Custom Insurance Current Representation in matter unrelated to Co. Debtors

Chubb-EIS Panel Counsel Current Representation in matter unrelated to Debtors

Chubb Group Current Representation in matter unrelated to Debtors

Chubb INA Holding, Inc. Current Representation in matter unrelated to Debtors

Chubb Panel Counsel Current Representation in matter unrelated to Debtors CIT Group CIT Group Inc. Current Representation in matter unrelated to Debtors

Case 20-33332-KLP Doc 192 Filed 08/24/20 Entered 08/24/20 17:50:15 Desc Main Document Page 59 of 68

Name of Entity Searched Name of Entity and/or Status Nature of Representation Affiliate of Entity that is a Kutak Rock LLP Client Colorado State of Colorado and Current Representation in matter unrelated to various departments and Debtors Colorado Department of agencies Revenue Colorado Ag Dev Authority Current Representation in matter unrelated to Debtors

Colorado Educational and Current Representation in matter unrelated to Cultural Facilities Authority Debtors

Colorado Health Facilities Current Representation in matter unrelated to Authority Debtors

Colorado Housing and Current Representation in matter unrelated to Finance Authority Debtors Connecticut Connecticut Housing Current Representation in matter unrelated to Finance Authority Debtors Connecticut Department of Revenue Florida Florida Development Former Representation in matter unrelated to Finance Corporation Debtors Florida Department of Revenue Florida Housing Finance Current Representation in matter unrelated to Corporation Debtors Georgia State of Georgia Current Representation in matter unrelated to Debtors Hanover Hanover Insurance Group Current Representation in matter unrelated to Debtors Illinois Illinois Finance Authority Former Representation in matter unrelated to Debtors Illinois Department of Revenue Illinois Housing Current Representation in matter unrelated to Development Authority Debtors

Illinois State Highway Toll Former Representation in matter unrelated to Authority Debtors Liberty Mutual Liberty Mutual Insurance Current Representation in matter unrelated to Co. Debtors

Liberty Mutual Surety Former Representation in matter unrelated to Debtors Maryland Maryland (State of) Current Representation in matter unrelated to Debtors Massachusetts Massachusetts Public Former Representation in matter unrelated to Employee Retirement Debtors Massachusetts Department of Revenue

Error! Unknown document property name. Case 20-33332-KLP Doc 192 Filed 08/24/20 Entered 08/24/20 17:50:15 Desc Main Document Page 60 of 68

Name of Entity Searched Name of Entity and/or Status Nature of Representation Affiliate of Entity that is a Kutak Rock LLP Client Minnesota State of Minnesota Current Representation in matter unrelated to Debtors Minnesota Department of Revenue Minnesota Higher Current Representation in matter unrelated to Education Facilities Debtors Authority

Minnesota Municipal Current Representation in matter unrelated to Power Agency Debtors

Minnesota Office of Higher Current Representation in matter unrelated to Education Debtors

Minnesota Rural Water Current Representation in matter unrelated to Finance Authority Debtors Montgomery County Montgomery County HOC Current Representation in matter unrelated to Debtors New York New York Housing Current Representation in matter unrelated to Authority Debtors Ohio State of Ohio Former Representation in matter unrelated to Debtors Oklahoma Oklahoma City and County Current Representation in matter unrelated to Debtors Oklahoma Tax Commission Oklahoma Development Current Representation in matter unrelated to Finance Authority Debtors

Oklahoma Housing Finance Current Representation in matter unrelated to Agency Debtors

Oklahoma Municipal Power Former Representation in matter unrelated to Authority Debtors

Oklahoma Student Loan Current Representation in matter unrelated to Authority Debtors

Oklahoma Turnpike Current Representation in matter unrelated to Authority Debtors Pennsylvania Commonwealth of Former Representation in matter unrelated to Pennsylvania Debtors Pennsylvania Department of Revenue Pennsylvania Housing Current Representation in matter unrelated to Finance Agency Debtors Facebook Inc. Facebook Inc. Current Representation in matter unrelated to Debtors PricewaterhouseCoopers PricewaterhouseCoopers Former Representation in matter unrelated to LLP LLP Debtors San Francisco, California City and County of San Current Representation in matter unrelated to Francisco, CA Debtors Silicon Valley Bank Silicon Valley Bank Active Representation in matter unrelated to Debtors

Error! Unknown document property name. Case 20-33332-KLP Doc 192 Filed 08/24/20 Entered 08/24/20 17:50:15 Desc Main Document Page 61 of 68

Name of Entity Searched Name of Entity and/or Status Nature of Representation Affiliate of Entity that is a Kutak Rock LLP Client STARR STARR Adjustment Current Representation in matter unrelated to Services Debtors Tennessee Tennessee Housing Current Representation in matter unrelated to Development Authority Debtors Tennessee Department of Revenue Texas Texas Municipal Current Representation in matter unrelated to Retirement System Debtors Tokio Marine Tokio Marine HCC Current Representation in matter unrelated to Debtors

Tokio Marine Management, Current Representation in matter unrelated to Inc. Debtors Under Armour Under Armour Gear, LLC Current Representation in matter unrelated to Debtors Underwriters at Lloyd’s Certain Underwriters at Current Representation in matter unrelated to Lloyd's through Ark Debtors Syndicate Management Limited 4020/3092 - 10/5/2017 Urban Outfitters WHSL Urban Outfitters, Inc. Former Representation in matter unrelated to Inc. Debtors Virginia Commonwealth of Virginia Current Representation in matter unrelated to and various departments Debtors Virginia Department of and agencies Taxation Virginia College Building Current Representation in matter unrelated to Authority Debtors

Virginia Port Authority Current Representation in matter unrelated to Debtors

Virginia Small Business Former Representation in matter unrelated to Financing Authority Debtors Washington State of Washington Former Representation in matter unrelated to Debtors Washington State Department of Revenue Washington Dept. of Current Representation in matter unrelated to Commerce Debtors

Washington Economic Current Representation in matter unrelated to Development Finance Debtors

Washington, D.C. DC Housing Finance Current Representation in matter unrelated to Agency Debtors DC Treasurer

District of Columbia

DC Family Leave

DCPFR

Error! Unknown document property name. Case 20-33332-KLP Doc 192 Filed 08/24/20 Entered 08/24/20 17:50:15 Desc Main Document Page 62 of 68

Wells Fargo Wells Fargo & Company Current Representation in matter unrelated to Debtors

Wells Fargo Financial Current Representation in matter unrelated to Leasing, Inc. Debtors

Wells Fargo Bank Current Representation in matter unrelated to Minnesota, N.A. Debtors

Wells Fargo Community Former Representation in matter unrelated to Investment Holding Debtors

Wells Fargo Public Finance Current Representation in matter unrelated to Debtors

Wells Fargo Home Current Representation in matter unrelated to Mortgage Debtors

Wells Fargo Insurance Current Representation in matter unrelated to Services Debtors

Wells Fargo Wealth Current Representation in matter unrelated to Management Debtors

Wells Fargo Corporate Current Representation in matter unrelated to Trust Debtors

Wells Fargo Bank, NA Current Representation in matter unrelated to Debtors

Wells Fargo Healthcare Former Representation in matter unrelated to Financial Service Debtors

Wells Fargo Capital Current Representation in matter unrelated to Finance Debtors

Wells Fargo Advisors, LLC Current Representation in matter unrelated to Debtors

Wells Fargo Equipment Current Representation in matter unrelated to Finance, Inc. Debtors

Wells Fargo Franchise Current Representation in matter unrelated to Finance Debtors

Wells Fargo Community Current Representation in matter unrelated to Development Debtors

Wells Fargo Securities Current Representation in matter unrelated to Debtors

Wells Fargo Institutional Former Representation in matter unrelated to Securities LLC Debtors

Wells Fargo Financial Former Representation in matter unrelated to Leasing Inc. Debtors

Error! Unknown document property name. Case 20-33332-KLP Doc 192 Filed 08/24/20 Entered 08/24/20 17:50:15 Desc Main Document Page 63 of 68

Name of Entity Searched Name of Entity and/or Status Nature of Representation Affiliate of Entity that is a Kutak Rock LLP Client Wisconsin Wisconsin Housing and Current Representation in matter unrelated to Economic Development Debtors Authority

Wisconsin Public Finance Current Representation in matter unrelated to Authority Debtors Wyoming Wyoming Community Current Representation in matter unrelated to Development Authority Debtors Wyoming Department of Revenue USI Insurance Companies, USI Insurance Services, Former Representation in matter unrelated to LLC LLC Debtors

Error! Unknown document property name. Case 20-33332-KLP Doc 192 Filed 08/24/20 Entered 08/24/20 17:50:15 Desc Main Document Page 64 of 68

EXHIBIT C

van den Berg Declaration

Case 20-33332-KLP Doc 192 Filed 08/24/20 Entered 08/24/20 17:50:15 Desc Main Document Page 65 of 68

Proposed Co-Counsel to the Debtors and Debtors in Possession

IN THE UNITED STATES BANKRUPTCY COURT FOR THE EASTERN DISTRICT OF VIRGINIA RICHMOND DIVISION

) In re: ) Chapter 11 ) LE TOTE, INC., et al.,1 ) Case No. 20-33332 (KLP) ) Debtors. ) (Jointly Administered) )

DECLARATION OF MICHAEL O. VAN DEN BERG, ESQ. IN SUPPORT OF THE DEBTORS’ APPLICATION FOR ENTRY OF AN ORDER AUTHORIZING THE DEBTORS TO EMPLOY AND RETAIN KUTAK ROCK LLP AS CO-COUNSEL EFFECTIVE AS OF AUGUST 2, 2020

I, Michael O. van den Berg, Esq., General Counsel of the Debtors, being duly sworn, state

the following under penalty of perjury:

1. I am the General Counsel of the Debtors, which are located at 250 Vesey Street, 22nd

Floor, New York, New York 10281.

1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number, are set forth in the Debtors’ Motion for Entry of an Order (I) Directing Joint Administration of Chapter 11 Cases and (II) Granting Related Relief filed on the Petition Date. The location of the Debtors’ service address is 250 Vesey Street, 22nd Floor, New York, New York 10281.

Case 20-33332-KLP Doc 192 Filed 08/24/20 Entered 08/24/20 17:50:15 Desc Main Document Page 66 of 68

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

for Entry of an Order Authorizing the Debtors to Employ and Retain Kutak Rock LLP as Co-

Counsel Effective as of August 2, 2020 (the “Application”).2 Except as otherwise noted, I have

personal knowledge of the matters set forth herein.

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. To that end, the review process utilized by the Debtors assessed potential counsel

based on their expertise in the relevant legal issues and in similar proceedings.

5. Relying on the advice of Kirkland & Ellis LLP (“Kirkland”), the Debtors engaged

Kutak Rock as their Virginia bankruptcy co-counsel. Ultimately, the Debtors agreed with

Kirkland’s recommendation to retain Kutak Rock because of the Firm’s experience in corporate

reorganizations, both out-of-court and under chapter 11 of the Bankruptcy Code. In addition, the

Kutak Rock’s lawyers have experience practicing before this Court and have the ability to respond

quickly to any contingency, emergency hearings or other matters before this Court.

Rate Structure

6. In my capacity as General Counsel of the Debtors, I am responsible for supervising

outside counsel retained by the Debtors in the ordinary course of business. Kutak Rock has

informed the Debtors that its rates for bankruptcy representations are comparable to the rates Kutak

Rock charges for non-bankruptcy representations. As discussed below, I am also responsible for

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

2 Case 20-33332-KLP Doc 192 Filed 08/24/20 Entered 08/24/20 17:50:15 Desc Main Document Page 67 of 68

reviewing the statements regularly submitted by Kutak Rock, and can confirm that the rates,

subject to annual adjustments, Kutak Rock charged the Debtors in the prepetition period are the

same as the rates Kutak Rock will charge the Debtors in the postpetition period.

Cost Supervision

7. The Debtors will approve a budget and staffing plan for the period from the Petition

Date through October 31, 2020, recognizing that in the course of a large chapter 11 case like these

chapter 11 cases, it is possible that there may be a number of unforeseen fees and expenses that

will need to be addressed by the Debtors and Kutak Rock. 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 Kutak Rock regularly

submits, and, together with Kutak Rock, 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.

3 Case 20-33332-KLP Doc 192 Filed 08/24/20 Entered 08/24/20 17:50:15 Desc Main Document Page 68 of 68

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.

Richmond, Virginia /s/ Michael O. van den Berg August 24, 2020 Michael O. van den Berg, Esq. General Counsel