In the United States Bankruptcy Court for the District of Delaware

Case 17-12906-CSS Doc 397 Filed 02/02/18 Page 1 of 12

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

) In re: ) Chapter 11 ) CHARMING CHARLIE HOLDINGS INC., et al.,1 ) Case No. 17-12906 (CSS) ) ) Debtors. ) (Jointly Administered) )

DEBTORS’ APPLICATION FOR ENTRY OF AN ORDER AUTHORIZING THE RETENTION AND EMPLOYMENT OF THORNTON GROUT FINNIGAN LLP AS CANADIAN INSOLVENCY COUNSEL FOR THE DEBTORS AND DEBTORS IN POSSESSION EFFECTIVE NUNC PRO TUNC TO JANUARY 29, 2018

The above-captioned debtors and debtors in possession (collectively, the “Debtors”) file this application (this “Application”) for the entry of an order (the “Order”), substantially in the form attached hereto as Exhibit A authorizing the Debtors to retain and employ Thornton Grout

Finnigan LLP (“TGF”) as Canadian insolvency counsel to the Debtors, effective nunc pro tunc to January 29, 2018. In support of this Application, the Debtors submit the declaration of D.J.

Miller, a partner at TGF, attached hereto as Exhibit B (the “Miller Declaration”) and the declaration of Robert Adamek, the Senior Vice President and Chief Financial Officer of the

Debtors, which is attached hereto as Exhibit C (the “Adamek Declaration”). In further support of this Application, the Debtors respectfully state as follows:

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

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JURISDICTION AND VENUE

1. This United States Bankruptcy Court for the District of Delaware (the “Court”) has jurisdiction over this matter pursuant to 28 U.S.C. §§ 157 and 1334 and the Amended

Standing Order of Reference from the United States District Court for the District of Delaware, dated February 29, 2012. This matter is a core proceeding within the meaning of 28 U.S.C. §

157(b)(2). The Debtors confirm their consent, pursuant to Rule 9013-1(f) of the Local Rules of

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

Delaware (the “Local Rules”), to the entry of a final order by the Court in connection with this motion to the extent that it is later determined that the Court, absent consent of the parties, cannot enter final orders or judgments in connection herewith consistent with Article III of the

United States Constitution.

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

3. The statutory bases for the relief requested herein are sections 327(a), 328(a), and

330 of title 11 of the United States Code, 11 U.S.C. §§ 101-1532 (the “Bankruptcy Code”),

Rules 2014(a) and 2016 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), and Local Rules 2014-1 and 2016-1.

BACKGROUND

4. On December 11, 2017 (the “Petition Date”), each of the Debtors filed a voluntary petition for relief under chapter 11 of the Bankruptcy Code. The Debtors are continuing in the possession of their respective properties and the management of their businesses as debtors in possession pursuant to sections 1107 and 1108 of the Bankruptcy Code.

On December 13, 2017, the Court entered an order [Docket No. 90] authorizing the joint administration and procedural consolidation of the chapter 11 cases pursuant to Bankruptcy Rule

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1015(b). No entity has requested the appointment of a trustee or examiner in these chapter 11 cases. On December 19, 2017, the United States Trustee for the District of Delaware (the “U.S.

Trustee”) appointed an official committee of unsecured creditors pursuant to section 1102 of the

Bankruptcy Code [Docket No. 149] (the “Creditors’ Committee”).

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

11 cases, and the relief sought from the Court to allow for a smooth transition into chapter 11 are set forth in the Declaration of Robert Adamek, Chief Financial Officer of Charming Charlie

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

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

RELIEF REQUESTED

6. By this Application, the Debtors seek the entry of an Order authorizing the retention and employment of TGF as their Canadian insolvency counsel in accordance with the terms and conditions set forth in that certain engagement letter between the Debtors and TGF effective as of January 29, 2018 (the “Engagement Letter”), a copy of which is attached hereto as

Exhibit 1 to Exhibit A and incorporated herein by reference. Pursuant to section 328(a) of the

Bankruptcy Code, the Debtors further request that the Court approve the retention of TGF as their Canadian insolvency counsel under a general retainer in accordance with TGF’s normal hourly rates in effect at the time services are rendered, and normal reimbursement policies.

APPROPRIATENESS OF CANADIAN INSOLVENCY COUNSEL FOR THE DEBTORS

7. The Debtors require Canadian insolvency counsel to advise and assist them with respect to Canadian insolvency issues and seeking recognition in Canada of these chapter 11 cases (the “Canadian Recognition Proceedings”) under Part IV of the Companies’ Creditors

Arrangement Act (Canada).

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SERVICES TO BE PROVIDED

8. Subject to further order of the Court and consistent with the Engagement Letter, the Debtors seek to retain TGF to advise them nunc pro tunc to January 29, 2018.

9. TGF will advise and assist with respect to Canadian insolvency issues, including providing the following services:

(a) prepare, on behalf of the Debtors, as debtors in possession, all necessary applications, court materials, motions, orders, reports and papers in connection with the Canadian Recognition Proceedings;

(b) provide the Debtors with advice and represent the Debtors in the Canadian Recognition Proceedings;

(d) appear before the Canadian courts on behalf of the Debtors; and

(e) perform all other necessary or requested legal services in connection with the Canadian Recognition Proceedings.

TGF’S QUALIFICATIONS

10. The Debtors have selected TGF to serve as their Canadian insolvency counsel during the pendency of these chapter 11 cases because of the firm’s extensive experience and knowledge in the field of corporate restructuring under Canadian insolvency law, for which TGF is well-known. In selecting counsel to advise the Debtors with respect to the Canadian

Recognition Proceedings, the Debtors sought Canadian insolvency counsel well versed in bankruptcy and insolvency cases with both U.S. and Canadian components.

11. TGF has been actively involved in major chapter 11 cases and has represented debtors and other stakeholders in other cases, including, among others: In re SquareTwo

Financial Services Corporation et al., No. 17-10659 (JLG) (Bankr. S.D.N.Y., Mar. 19, 2017); In re Old BPSUSH Inc., et al., No. 16-12373 (KJC) (Bankr. D. Del., October 31, 2016), In re

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Pacific Exploration & Production Corporation et al., No. 16-11189 (JLG) (Bankr. S.D.N.Y.,

Apr. 29, 2016); In re Horsehead Holding Corp., No. 16-10287 (CSS) (Bankr. D. Del., Feb. 2,

2016); In re Fraser Papers Inc., No. 09-12123 (KJC) (Bankr. D. Del. Feb. 11, 2011); In re Sun-

Times Media Group Inc., No. 09-11092 (CSS) (Bankr. D. Del., Jun. 10, 2009); In re Abitibi-

Consolidated Inc., No. 09-11348 (KJC) (Bankr. D. Del. Apr. 17, 2009); In re Nortel Networks,

Inc., No. 09-10138 (KG) (Bankr. D. Del. Jan. 14, 2009); In re Muscletech Research and

Development Inc., No. 06-100992 (JMP) (Bankr. S.D.N.Y. Jan. 18, 2006).

12. In preparing for its representation of the Debtors in these chapter 11 cases, TGF has become familiar with the Debtors’ business and the potential legal issues that may arise in the context of the Canadian Recognition Proceedings. The Debtors submit that TGF is well- qualified to represent them as Canadian insolvency counsel in the Canadian Recognition

Proceedings in an efficient and timely manner.

NO DUPLICATION OF SERVICES

13. The Debtors have also retained Kirkland & Ellis LLP (“K&E”) as their general bankruptcy counsel and Klehr Harrison Harvey Branzburg LLP (“KHHB”) as their Delaware co- counsel. As noted above, TGF’s activities as Canadian insolvency counsel to the Debtors will be unique in these cases and accordingly will not duplicate the services to be performed by other professionals retained by the Debtors in these chapter 11 cases. At all stages of these chapter 11 cases, the Debtors will supervise their legal professionals to further ensure that no firm duplicates services provided by another firm.

PROFESSIONAL COMPENSATION

14. TGF intends to apply for interim, to the extent applicable, and final compensation for professional services rendered on an hourly basis and reimbursement of expenses incurred in

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connection with these chapter 11 cases, subject to the Court’s approval, after notice and a hearing, and in compliance with applicable provisions of the Bankruptcy Code, the Bankruptcy

Rules, the Local Rules, 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”), and any other applicable procedures and orders of the Court (collectively, the “Compensation Procedures”).

The hourly rates and corresponding rate structure that TGF will use in these chapter 11 cases are the same as the hourly rates (subject to annual increases) and corresponding rate structure that

TGF uses in other similar complex restructuring matters whether in court or otherwise, regardless of whether a fee application is required.

15. The Debtors understand that TGF intends to apply for compensation for professional services rendered in connection with these chapter 11 cases, subject to the Court’s approval and in compliance with applicable provisions of the Bankruptcy Code, the Bankruptcy

Rules, the Rules, and any applicable order of the Court, on an hourly basis, plus reimbursement of actual, necessary expenses and other charges that TGF incurs. TGF will charge the Debtors its standard hourly rates for the duration of the engagement, which are presently as follows:

Billing Category Range of Hourly Rates Partners CAD $625-$1,100 Associates CAD $350-$550 Counsel CAD $1,250 Law Clerks CAD $300

16. TGF’s hourly rates are set at a level designed to compensate TGF fairly for the work of its lawyers and paraprofessionals and to cover fixed and routine expenses. Hourly rates vary with the experience and seniority of the individuals assigned. These hourly rates are subject

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to periodic adjustments to reflect economic and other conditions. The current hourly rates for the

TGF attorneys with primary responsibility for this matter are:

Lawyer Hourly Rate D.J. Miller (Partner) CAD $900 Asim Iqbal (Mid-level Associate) CAD $550 Rachel Bengino (Junior Associate) CAD $500

17. The rates structure provided by TGF is appropriate and not significantly different from (a) the rates that TGF charges for similar types of representations or (b) the rates that other comparable counsel would charge to do work substantially similar to the work TGF will perform in these chapter 11 cases.

18. TGF will maintain detailed records of actual and necessary costs and expenses incurred in connection with the legal services it provides to the Debtors. Consistent with the

Engagement Letter, it is TGF’s policy to charge its clients in all areas of practice for identifiable, non-overhead expenses incurred in connection with the client’s case that would not have been incurred except for representation of that particular client. It is also TGF’s policy to charge its clients only the amount actually incurred by TGF in connection with such items. Examples of such expenses include postage, overnight mail, courier delivery, transportation, overtime expenses, computer-assisted legal research, photocopying, airfare, meals, and lodging.

19. To ensure compliance with all applicable deadlines in these chapter 11 cases, from time to time TGF utilizes the services of overtime secretaries. In addition, TGF professionals also may charge their overtime meals and overtime transportation.

20. TGF currently charges CAD $0.25 per page for standard duplication in its office in Canada. Notwithstanding the foregoing and consistent with the Local Rules, TGF will charge no more than USD $0.10 per page for standard duplication services in these chapter 11 cases.

TGF does not charge its clients for incoming facsimile transmissions. TGF has negotiated a - 7 -

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discounted rate for Westlaw computer-assisted legal research. Computer-assisted legal research is used whenever the researcher determines that using Westlaw is more cost-effective than using traditional (non-computer-assisted legal research) techniques.

COMPENSATION RECEIVED BY TGF FROM THE DEBTORS

21. Per the terms of the Engagement Letter, the Debtors were not required to pay

TGF a retainer amount. Pursuant to Bankruptcy Rule 2016(b), TGF has neither shared nor agreed to share (a) any compensation it has received or may receive with another party or person, other than with the partners, associates, and contract attorneys associated with TGF or (b) any compensation another person or party has received or may receive.

22. TGF had not received any payments from the Debtors prior to the Petition Date for legal services rendered. As of the Petition Date, the Debtors did not owe TGF any amount for legal services rendered before the Petition Date.

TGF’S DISINTERESTEDNESS

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

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

Bankruptcy Code, as required by section 327(a) of the Bankruptcy Code, and does not hold or represent an interest adverse to the Debtors’ estates and (b) TGF has no connection to the

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

Declaration.

24. TGF will review its files periodically during the pendency of these chapter 11 cases to ensure that no conflicts or other disqualifying circumstances exist or arise. If any new relevant facts or relationships are discovered or arise, TGF will use reasonable efforts to identify

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

Bankruptcy Rule 2014(a).

SUPPORTING AUTHORITY

25. The Debtors seek retention of TGF as Canadian insolvency counsel to the Debtors pursuant to sections 327(a) and 328(a) of the Bankruptcy Code. Section 327(a) provides that a debtor, subject to Court approval:

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

11 U.S.C. § 327(a).

26. Section 328(a) provides that a debtor, subject to Court approval, “may employ… a professional person… on any reasonable terms of employment.” Id. § 328(a). Bankruptcy

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

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

Fed. R. Bankr. P. 2014.

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

Declaration, the retention and employment of TGF as Canadian insolvency counsel to the

Debtors is warranted. Further, as stated in the Miller Declaration, TGF 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’

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estates and has no connection to the Debtors, their creditors, or other parties in interest, except as may be disclosed in the Miller Declaration.

STATEMENT REGARDING REVISED U.S. TRUSTEE GUIDELINES

28. In accordance with 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”), TGF shall apply for compensation for professional services rendered and reimbursement of expenses incurred in connection with the Debtors’ cases in compliance with sections 330 and 331 of the Bankruptcy

Code and applicable provisions and orders of the Court. TGF also intends to make every effort to comply with the U.S. Trustee’s requests for information and additional disclosures as set forth in the Revised UST Guidelines, both in connection with this Application and the interim and final fee applications to be filed by TGF in these chapter 11 cases.

29. As set forth in the Miller Declaration, the following is provided in response to the request for additional information contained in paragraph D.1 of the Revised UST Guidelines:

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

Answer: No.

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

Answer: No.

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

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Answer: Other than in connection with the chapter 11 cases, TGF did not represent the Debtors before the Petition Date. TGF’s current hourly rates for services rendered on behalf of the Debtors range as follows:

Partners CAD $625-$1,100 Associates CAD $350-$550 Counsel CAD $1,250 Law Clerks CAD $300

Question: Have the Debtors approved TGF’s forecasted fees and staffing plan, and, if so, for what period?

Answer: Yes, the Debtors have approved TGF’s forecasted fees, and a budget and staffing plan for the period of January 29, 2018 through February 6, 2018.

NOTICE

30. The Debtors have provided notice of this Application to the following parties: (a) the Office of the U.S. Trustee for the District of Delaware; (b) proposed counsel to the Creditors’

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

Agent; (d) the DIP Term Loan Agent; (e) counsel to the Ad Hoc Group of Term Loan Lenders;

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

Service; (h) the United States Securities and Exchange Commission; (i) the state attorneys general for all states in which the Debtors conduct business; (j) counsel to certain majority equity holders for Debtor Charming Charlie Holdings Inc.; and (k) any party that requests service pursuant to Bankruptcy Rule 2002. A copy of this Application is also available on the website of the Debtors’ notice and claims agent at http://www.omnimgt.com/charmingcharlie. In light of the nature of the relief requested, the Debtors submit that no other or further notice is required.

NO PRIOR REQUEST

31. No previous application for the relief sought herein has been made to this or any other court.

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CONCLUSION

WHEREFORE, for the reasons set forth herein, the Debtors respectfully request entry of the Proposed Order, authorizing the Debtors to retain and employ TGF as Canadian insolvency counsel to the Debtors in accordance with the terms and conditions of the Engagement Letter (as defined herein) effective nunc pro tunc to the Petition Date.

Respectfully Submitted,

Dated: February 2, 2018 Charming Charlie Holdings Inc. (for itself and on behalf of its affiliated debtors and debtors in possession)

/s/ Robert Adamek Name: Robert Adamek Title: Senior Vice President and Chief Financial Officer

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

) In re: ) Chapter 11 ) CHARMING CHARLIE HOLDINGS INC., et al.,1 ) Case No. 17-12906 (CSS) ) ) Debtors. ) (Jointly Administered) ) ) Obj. Deadline: 2/16/2018 at 4:00 p.m. ) Hearing Date: 4/3/2018 at 10:00 a.m.

NOTICE OF DEBTORS’ APPLICATION FOR ENTRY OF AN ORDER AUTHORIZING THE RETENTION AND EMPLOYMENT OF THORNTON GROUT FINNIGAN LLP AS CANADIAN INSOLVENCY COUNSEL FOR THE DEBTORS AND DEBTORS IN POSSESSION EFFECTIVE NUNC PRO TUNC TO JANUARY 29, 2018

PLEASE TAKE NOTICE that on February 2, 2018, the above-captioned debtors and debtors in possession (the “Debtors”) filed the Debtors’ Application for Entry of an Order

Authorizing the Retention and Employment of Thornton Grout Finnigan LLP as Canadian

Insolvency Counsel for the Debtors and Debtors in Possession Effective Nunc Pro Tunc to

January 29, 2018 (the “Application”) with the United States Bankruptcy Court for the District of

Delaware, 824 North Market Street, 3rd Floor, Wilmington, Delaware 19801 (the “Court”).

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

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

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

before 4:00 p.m., prevailing Eastern Time, on February 16, 2018.

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PLEASE TAKE FURTHER NOTICE that at the same time, you must also serve a copy of the response or objection upon: (a) the Debtors, 6001 Savoy Drive, Houston Texas

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

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

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

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

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

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

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

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

Lockbox 35, Wilmington, Delaware 19801, Attn: Richard Schepacarter (e) counsel to the official committee of unsecured creditors appointed in these chapter 11 cases; (f) counsel to the DIP

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

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

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

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

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

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

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

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

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

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

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

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PLEASE TAKE FURTHER NOTICE THAT IF YOU FAIL TO RESPOND IN

ACCORDANCE WITH THIS NOTICE, THE COURT MAY GRANT THE RELIEF

DEMANDED BY THE APPLICATION WITHOUT FURTHER NOTICE OR HEARING.

PLEASE TAKE FURTHER NOTICE THAT IF AN OBJECTION IS PROPERLY

FILED AND SERVED IN ACCORDANCE WITH THE ABOVE PROCEDURES, A

HEARING WILL BE HELD ON APRIL 3, 2018 AT 10:00 A.M. PREVAILING EASTERN

TIME BEFORE THE HONORABLE CHRISTOPHER S. SONTCHI, UNITED STATES

BANKRUPTCY JUDGE FOR THE DISTRICT OF DELAWARE, 824 MARKET STREET,

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

OBJECTIONS MADE IN WRITING AND TIMELY FILED WILL BE CONSIDERED BY

THE BANKRUPTCY COURT AT SUCH HEARING.

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PHIL1 6791822v.1 Case 17-12906-CSS Doc 397-1 Filed 02/02/18 Page 4 of 4

Dated: February 2, 2018 /s/ Michael W. Yurkewicz Wilmington, Delaware Domenic E. Pacitti (DE Bar No. 3989) Michael W. Yurkewicz (DE Bar No. 4165) KLEHR HARRISON HARVEY BRANZBURG LLP 919 North Market Street, Suite 1000 Wilmington, Delaware 19801

Telephone: (302) 426-1189 Facsimile: (302) 426-9193 -and - Morton Branzburg (admitted pro hac vice) KLEHR HARRISON HARVEY BRANZBURG LLP 1835 Market Street, Suite 1400 Philadelphia, Pennsylvania 19103 Telephone: (215) 569-2700 Facsimile: (215) 568-6603 -and- Joshua A. Sussberg, P.C. (admitted pro hac vice) Christopher T. Greco (admitted pro hac vice) Aparna Yenamandra (admitted pro hac vice) KIRKLAND & ELLIS LLP 601 Lexington Avenue New York, New York 10022 Telephone: (212) 446-4800 Facsimile: (212) 446-4900

-and-

James H.M. Sprayregen, P.C. KIRKLAND & ELLIS LLP 300 North LaSalle Chicago, Illinois 60654 Telephone: (312) 862-2000 Facsimile: (312) 862-2200

Co-Counsel for the Debtors and Debtors in Possession

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EXHIBIT A

Proposed Order

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

) In re: ) Chapter 11 ) CHARMING CHARLIE HOLDINGS INC., et al.,1 ) Case No. 17-12906 (CSS) ) ) Debtors. ) (Jointly Administered) ) ) Related to Docket No. ____

ORDER AUTHORIZING THE RETENTION AND EMPLOYMENT OF THORNTON GROUT FINNIGAN LLP AS CANADIAN INSOLVENCY COUNSEL TO THE DEBTORS AND DEBTORS IN POSSESSION EFFECTIVE NUNC PRO TUNC TO JANUARY 29, 2018

Upon the application (the “Application”)2 of the above-captioned debtors and debtors in possession (collectively, the “Debtors”) for an order pursuant to sections 327(a), 328(a) and

1107(b) of title 11 of the United States Code (the “Bankruptcy Code”), Rule 2014 of the Federal

Rules of Bankruptcy Procedure (the “Bankruptcy Rules”) and Rule 9013-1(f) of the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of

Delaware (the “Local Rules”), annexed to the Application as Exhibit A, authorizing the Debtors to retain the firm of Thornton Grout Finnigan LLP (“TGF”) under a general retainer as Canadian insolvency counsel in their cases as of January 29, 2018; and upon the Declaration of D.J. Miller in Support of the Debtors’ Application for Entry of an Order Authorizing the Retention and

Employment of Thornton Grout Finnigan LLP as Canadian Insolvency Counsel to Debtors and

2 Unless otherwise defined, capitalized terms used herein shall have the meanings ascribed to them in the Application or Miller Declaration, as applicable.

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Debtors in Possession, annexed to the Application as Exhibit B; and upon the Declaration of

Robert Adamek, annexed to the Application as Exhibit C; and due and adequate notice of the

Application having been given; and it appearing that no other or further notice need be provided; and the Court being satisfied that TGF is a “disinterested person” as such term is defined under section 101(14), as qualified by section 1107(b), of the Bankruptcy Code; and it appearing that the relief requested by the Application is in the best interests of the Debtors’ estates, their creditors and other parties in interest; and after due deliberation and sufficient cause appearing therefor, it is hereby

ORDERED that:

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

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

Engagement Letter attached hereto as Exhibit 1.

2. Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Application.

3. In accordance with section 327(a) of the Bankruptcy Code and, with respect to

TGF’s hourly rates, section 328(a) of the Bankruptcy Code, Bankruptcy Rule 2014 and Local

Rule 2014-1, the Debtors are hereby authorized to employ and retain TGF as their Canadian insolvency counsel, under a general retainer, in accordance with the professional services as described in the Application and the Engagement Letter.

4. Compensation and reimbursement of expenses of TGF shall be sought upon, and paid only upon an order granting, a proper application pursuant to sections 330 and 331 of the

Bankruptcy Code, as the case may be, and the applicable Bankruptcy Rules, Local Rules and fee and expense guidelines of this Court. TGF also intends to make a reasonable effort to comply - 2 -

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with the U.S. Trustee’s requests for information and additional disclosures as set forth in the

Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed under 11 U.S.C. § 330 by Attorneys in Larger Chapter 11 Cases Effective as of November 1,

2013 (the “Revised UST Guidelines”), both in connection with the Application and the interim and final fee applications to be filed by TGF in these chapter 11 cases.

5. TGF shall provide ten business days’ notice to the Debtors, the U.S. Trustee, and any official committee before any increases in the rates set forth in the Application or the

Engagement Letter are implemented and shall file such notice with the Court. The Debtors, the

U.S. Trustee, any official committee and all parties in interest retain all rights to object to any rate increase on all grounds, including the reasonableness standard set forth in section 330 of the

Bankruptcy Code, and the Court retains the right to review any rate increase pursuant to section

330 of the Bankruptcy Code.

6. TGF is authorized to provide the following professional services to the Debtors:

(a) prepare, on behalf of the Debtors, as debtors in possession, all necessary applications, motions, court materials, orders, reports and papers in connection with the Canadian Recognition Proceedings;

(b) provide the Debtors with advice and represent the Debtors in the Canadian Recognition Proceedings;

(d) appear before the Canadian courts on behalf of the Debtors; and

(e) perform all other necessary or requested legal services in connection with the Canadian Recognition Proceedings.

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

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

TGF shall not seek reimbursement of expenses for office supplies. - 3 -

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8. Notwithstanding anything to the contrary in the Application, the Engagement

Letter, or the Declarations attached to the Application, the reimbursement provisions allowing the reimbursement of fees and expenses incurred in connection with participating in, preparing for, or responding to any action, claim, suit, or proceeding brought by or against any party that relates to the legal services provided under the Engagement Letter and fees for defending any objection to TGF’s fee applications under the Bankruptcy Code are not approved pending further order of the Court.

9. TGF shall not charge a markup to the Debtors with respect to fees billed by contract attorneys who are employed by outside agencies that contract with TGF to provide services to the Debtors without prior agreement of the U.S. Trustee or further order of this Court.

TGF shall ensure that any such contract attorneys are subject to conflict checks and disclosures in accordance with the requirements of the Bankruptcy Code and Bankruptcy Rules. For the avoidance of doubt, TGF shall not share fees with existing or future contract attorneys who are employed by outside agencies that contract with TGF and that advise on the Debtors’ chapter 11 cases or enter into fee sharing arrangements with such contract attorneys without prior agreement of the U.S. Trustee or further order of this Court.

10. TGF shall use its reasonable best efforts to avoid duplication of services provided to the Debtors in these chapter 11 cases.

11. The Debtors and TGF are authorized to take all actions necessary to effectuate the relief granted pursuant to this Order in accordance with the Application.

12. Notice of the Application as provided therein is deemed to be good and sufficient notice of such Application, and the requirements of the Local Rules are satisfied by the contents of the Application.

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13. To the extent the Application, the Miller Declaration, the Adamek Declaration, or the Engagement Letter are inconsistent with this Order, the terms of this Order shall govern.

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

15. The Debtors and TGF are authorized to take all actions necessary to effectuate the relief granted in this Order in accordance with the Application.

16. This Court retains exclusive jurisdiction with respect to all matters arising from or related to the implementation, interpretation, and enforcement of this Order.

Dated: February ___, 2018 HONORABLE CHRISTOPHER C. SONTCHI UNITED STATES BANKRUPTCY JUDGE

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EXHIBIT 1

Engagement Letter

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EXHIBIT B

Miller Declaration

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

) In re: ) Chapter 11 ) CHARMING CHARLIE HOLDINGS INC., et al.,1 ) Case No. 17-12906 (CSS) ) ) Debtors. ) (Jointly Administered) )

DECLARATION OF D.J. MILLER IN SUPPORT OF THE DEBTORS’ APPLICATION FOR ENTRY OF AN ORDER AUTHORIZING THE RETENTION AND EMPLOYMENT OF THORNTON GROUT FINNIGAN LLP AS CANADIAN INSOLVENCY COUNSEL FOR THE DEBTORS AND DEBTORS IN POSSESSION EFFECTIVE NUNC PRO TUNC TO JANUARY 29, 2018

I, D.J. Miller, being duly sworn, state the following under penalty of perjury:

17. I am a partner in the law firm of Thornton Grout Finnigan LLP (“TGF”) and a member of the firm’s restructuring practice group. TGF maintains its principal place of business at 100 Wellington Street West Suite, 3200, Toronto-Dominion Centre, Toronto, ON

M5K 1K7 Canada. I am licensed to practice law in the Province of Ontario and the laws of

Canada applicable therein.

18. I submit this declaration (the “Miller Declaration”) in support of the Debtors’ Application for Entry of an Order Authorizing the Retention and Employment of Thornton Grout Finnigan

LLP as Canadian Insolvency Counsel to the Debtors and Debtors in Possession Effective Nunc

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PHIL1 6781873v.2 Case 17-12906-CSS Doc 397-3 Filed 02/02/18 Page 3 of 24

Pro Tunc to January 29, 2018 (the “Application”)2. Except as otherwise noted, I have personal knowledge of the matters set forth herein.

TGF’S QUALIFICATIONS

19. TGF has extensive experience and knowledge in the field of corporate restructuring under Canadian law. TGF is widely recognized for its leading national and international restructuring practice.

SERVICES TO BE PROVIDED

20. The Debtors have requested that TGF render legal services to the Debtors in connection with the Canadian Recognition Proceedings. TGF will advise and assist on matters of Canadian law in respect of the recognition of these chapter 11 cases under Part IV of the

Companies’ Creditors Arrangement Act (Canada) and related issues.

PROFESSIONAL COMPENSATION

21. TGF intends to apply for interim, to the extent applicable, and final compensation for professional services rendered on an hourly basis and reimbursement of expenses incurred in connection with these chapter 11 cases, subject to the Court’s approval, after notice and a hearing, and in compliance with applicable provisions of the Bankruptcy Code, the Bankruptcy

Rules, the Local Rules, 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”), and any other applicable procedures and orders of the Court (collectively, the “Compensation Procedures”).

The hourly rates and corresponding rate structure that TGF will use in these chapter 11 cases are

2 Capitalized terms used but not defined herein have the meanings given to them in the Application.

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the same as the hourly rates (subject to annual increases) and corresponding rate structure that

TGF uses in other similar complex restructuring matters whether in court or otherwise, regardless of whether a fee application is required.

22. TGF intends to apply for compensation for professional services rendered in connection with these chapter 11 cases, subject to the Court’s approval and in compliance with applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, and any applicable order of the Court, on an hourly basis, plus reimbursement of actual, necessary expenses and other charges that TGF incurs. TGF will charge the Debtors its standard hourly rates for the duration of the engagement, which are presently as follows:

Billing Category Range of Hourly Rates Partners CAD $625-$1,100 Associates CAD $350-$550 Counsel CAD $1,250 Law Clerks CAD $300

COMPENSATION RECEIVED BY TGF FROM THE DEBTORS

23. Per the terms of the Engagement Letter, no retainer was paid to TGF.

24. In the ninety days prior to the Petition Date, TGF did not receive any payment for legal services rendered from the Debtors and their affiliates. The Debtors do not owe TGF any amount for legal services rendered before the Petition Date.

25. Pursuant to Bankruptcy Rule 2016(b), TGF has not shared nor agreed to share (a) any compensation it has received or may receive with another party or person, other than with the partners, associates, and contract attorneys associated with TGF or (b) any compensation another person or party has received or may receive.

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STATEMENT REGARDING U.S. TRUSTEE GUIDELINES

26. In accordance with the Revised UST Guidelines, TGF shall apply for compensation for professional services rendered and reimbursement of expenses incurred in connection with the Debtors’ cases in compliance with sections 330 and 331 of the Bankruptcy

27. TGF 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 328, 330, and 331 of the Bankruptcy Code (as applicable) and applicable provisions of the Bankruptcy Rules, Local Rules, and any other applicable procedures and orders of the Court. TGF 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 Revised UST

Guidelines, both in connection with the Application and the interim and final fee applications to be filed by TGF in these chapter 11 cases.

ATTORNEY STATEMENT PURSUANT TO REVISED UST GUIDELINES

28. The following is provided in response to the request for additional information set forth in Paragraph D.1. of the Revised UST Guidelines:

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

Answer: No.

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

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Answer: No.

Answer: Other than in connection with the Chapter 11 Cases, TGF did not represent the Debtors before the Petition Date. TGF’s current hourly rates for services rendered on behalf of the Debtors range as follows:

Billing Category Range of Hourly Rates Partners CAD $625-$1,100 Associates CAD $350-$550 Counsel CAD $1,250 Law Clerks CAD $300

Question: Have the Debtors approved TGF’s forecasted fees and staffing plan, and, if so, for what period?

Answer: Yes, the Debtors have approved TGF’s forecasted fees, and a budget and staffing plan for the period of January 29, 2018 through February 6, 2018.

TGF’S DISINTERESTEDNESS

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

TGF undertook to determine whether it had any conflicts or other relationships that might cause it not to be disinterested or to hold or represent an interest adverse to the Debtors. Specifically,

TGF obtained from the Debtors and their representatives the names of individuals and entities that may be parties in interest in these chapter 11 cases (the “Potential Parties in Interest”) and such parties are listed on Schedule 1 hereto. TGF has searched its electronic database for its connections to the entities listed on Schedule 1 hereto. To the extent that I have been able to ascertain that TGF has been retained within the last three years to represent any of the Potential

Parties in Interest (or their affiliates, as the case may be) in matters unrelated to these cases, such - 5 -

PHIL1 6781873v.2 Case 17-12906-CSS Doc 397-3 Filed 02/02/18 Page 7 of 24

facts are disclosed on Schedule 2 attached hereto. In addition, an email was sent to each partner and lawyer at TGF that was responsible for the matters in which TGF was retained within the last three years to represent any of the Potential Parties in Interest (or their affiliates, as the case may be), who confirmed that such matters were matters unrelated to these cases.

30. TGF and certain of its partners and associates may have in the past represented, may currently represent, and likely in the future will represent, parties in interest in these chapter

11 cases in connection with matters unrelated (except as otherwise disclosed herein) to the

Debtors and these chapter 11 cases. TGF has searched its electronic database for its connection to the entities listed on Schedule 1 attached hereto. The information listed on Schedule 1 may have changed without our knowledge and may change during the pendency of these chapter 11 cases. Accordingly, TGF will update this Declaration as necessary and when TGF becomes aware of additional material information.

31. To the best of my knowledge, (a) TGF is a “disinterested person” within the meaning of section 101(14) of the Bankruptcy Code, as required by section 327(a) of the

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

(b) TGF has no connection to the Debtors, their creditors, or other parties in interest, except as may be disclosed in this Declaration.

32. Listed on Schedule 2 to this Declaration are the results of TGF’s conflicts searches of the entities listed on Schedule 1. For the avoidance of doubt, TGF will not commence a cause of action in these chapter 11 cases against the parties listed on Schedule 2 that are current or ongoing clients of TGF (including parties listed below under the “Specific

Disclosures” section of this Declaration) unless TGF has an applicable waiver on file or first receives a waiver from such party allowing TGF to commence such an action. To the extent that

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a waiver does not exist or is not obtained from such client and it is necessary for the Debtors to commence an action against that client, the Debtors will be represented in such particular matter by conflicts counsel.

33. Of the current clients listed on Schedule 2, Ernst & Young LLP and FTI

Consulting each represented more than one percent of TGF’s fee receipts for the twelve-month period ending on December 31, 2017. All prior and current representations of Ernst & Young

LLP and FTI Consulting have been matters unrelated to these chapter 11 cases. I do not believe these representations create conflicts, but have disclosed the connections out of an abundance of caution.

34. TGF’s conflicts search of the parties in interest listed on Schedule 1 (that TGF was able to locate using its reasonable efforts) reveals, to the best of TGF’s knowledge, that those TGF attorneys and paraprofessionals who previously worked at other law firms that represented certain potential parties in interest in these chapter 11 cases have not worked on matters relating to the Debtors’ restructuring efforts while at TGF.

35. Based on the conflicts search conducted to date and described herein, to the best of my knowledge, neither I, nor TGF, or any partner or associate thereof, insofar as I have been able to ascertain, have any connection with the Debtors, their creditors, or any other parties in interest, their respective attorneys and accountants, the Office of the United States Trustees (the

“U.S. Trustee”), any person employed in the Office of the U.S. Trustee, or any Bankruptcy Judge currently serving on the United States Bankruptcy Court District of Delaware, except as disclosed or otherwise described herein.

36. TGF will review its files periodically during the pendency of these chapter 11 cases to ensure that no conflicts or other disqualifying circumstances exist or arise. If any new

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relevant facts or relationships are discovered or arise, TGF will use reasonable efforts to identify such further developments and will promptly file a supplemental declaration, as required by

Bankruptcy Rule 2014(a).

37. Generally, the Schedules in this Declaration disclose clients in the capacity that they first appear in a conflicts search. For example, if a client already has been disclosed in this

Declaration in one capacity (e.g., a customer), and the client appears in a subsequent conflicts search in a different capacity (e.g., a vendor), TGF does not disclose the same client again in supplemental declarations, unless the circumstances are such in the latter capacity that additional disclosure is required.

DISCLOSURES

38. As specifically set forth in the attached Schedule 2, TGF represents certain of the

Debtors’ creditors, equity security holders, or other parties in interest in ongoing matters unrelated to the Debtors and these chapter 11 cases. None of the representations described herein are materially adverse to the interests of the Debtors’ estates.

AFFIRMATIVE STATEMENT OF DISINTERESTEDNESS

39. Based on the conflicts search conducted to date and described herein, to the best of my knowledge and insofar as I have been able to ascertain, (a) TGF is a “disinterested person” within the meaning of section 101(14) of the Bankruptcy Code, as required by section 327(a) of the Bankruptcy Code, and does not hold or represent an interest adverse to the Debtors’ estates and (b) TGF has no connection to the Debtors, their creditors, or other parties in interest, except as may be disclosed herein.

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Pursuant to 28 U.S.C. § 1746, I declare under penalty of perjury that the foregoing is true and correct to the best of my knowledge and belief.

Dated: February 2, 2018 /s/ D. J. Miller Toronto, Ontario D.J. Miller as Partner of Thornton Grout Finnigan LLP

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PHIL1 6781873v.2 Case 17-12906-CSS Doc 397-3 Filed 02/02/18 Page 11 of 24

Schedule 1

The following lists contain the names of reviewed entities as described more fully in the Declaration of D.J. Miller in Support of the Debtors’ Application for Entry of an Order Authorizing the Employment and Retention of Thornton Grout Finnigan LLP as Canadian Insolvency Counsel to the Debtors and Debtors in Possession Pursuant to Sections 327(a), 328(a), and 1107(b) of the Bankruptcy Code and Bankruptcy Rule 2014 (the “Miller Declaration”).1 Where the names of the entities reviewed are incomplete or ambiguous, the scope of the search was intentionally broad and inclusive, and Thornton Grout Finnigan LLP reviewed each entity in its records, as more fully described in the Miller Declaration, matching the incomplete or ambiguous name.

Charming Charlie Holdings, Inc. et al. Schedule of Parties-in-Interest

Interested Parties Outside Professional / Schedule Category

Bankruptcy Judges

Carey, Kevin J. Gross, Kevin Shannon, Brendan L. Silverstein, Laurie Selber Sontchi, Christopher S. Walrath, Mary F.

Common & Preferred Stockholders

Agro Industrial Investment Allen, Kimberly Arnold, Susana Nelson Bassett, Rob Batts, Ron Boger, Andrea Brazelton, Fred Chanaratsopon, Charles J. Charles J. Chanaratsopon Trust Chopra, Ekta Cline, Keith A., Jr. Contreas, Roberto Costello, Dan Cugini, Eve Daswani, Nash Daswani, Renu Esserman, Charles Fadhouli, Patty Fain, Jason Fairbanks, Jonathan Barcroft Fitzgerald, Tom Gadus, Tim Garf, John Geston, Laurie Hancock Park Hancock Park Capital III LP

1 Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Miller Declaration. Though certain individuals or entities may belong to more than one category, they are only mentioned once in this document.

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Hart, Karen Hennings, Niel Henritze, Tyler Kahya, Melis Kirkpatrick, John Kleman, Charles Krumrei, Brian Layman, Michael LeComte, Pierre Leibowitz, Rob Lovell, Steve Macha, Alicia Majmudar, Suchit Miles, Diane Moser, Jennifer Mullin, Hadley NDM CC Investments LLC O'Hara, James Osborne, Johnathan Panos, Alex Paredes, Silvia Perez, Rebecca Polze, Ervin Red Sands LLC Robert Mark Leibowitz & Ilene Dawn Romo, Kasia Leibowitz Family Trust Rose, James Rutledge, Robyn Lawrie Sanchez, Tony Seis Holdings LLC Short, Lindsay Siegal, Gabe Siegel, Elizabeth Sonderfan, Jamie Taylor Chanaratsopon Trust Tran, Tom TSG6 LP Van Hamme, Barbara Wedemeier, Catherine Weng, Ally Wertsch, Wally Williams, Archie Kent Wong, Ed Woods, Scott Zylman, Adam C. Contract Counterparties

Accruent LLC AccuData AccuData Systems ADP All Tag Alpheus American Express Applied Predictive Technologies Inc. Aptos Canada Inc. Aptos Inc. Arthur J. Gallagher & Co. Asset Bank Automic Bass Security Services Inc. Bay Area Compliance Laboratories Corp. Benefitfocus.com Inc. Bitbucket Blackhawk Network Inc. BloomReach Inc. Blue Dot Safes Bluecore Inc. BlueJeans Network Boston Consulting Group Braintree Briggs Equipment Bureau Veritas Consumer Products Services Inc. C2 Imaging CallFire Canon Solutions America Cardlytics Inc. CashStar Inc. Celebros Inc. Chase Paymentech Chroma Ventures

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CIC Plus Inc. Cintas Corp. Cisco Spark CJ Affiliate by Conversant Clipper Magazine Cloud Cover Media Inc. NDA Cloud4Wi Cognizant Comdata Concur Technologies Inc. Confluence Connexity Inc. Consumer Products Safety Testing & Consumer Testing Technology Co. Ltd. Inspection Co. Ltd. ConvergeDirect Conversant LLC Cornerstone OnDemand Inc. Criteo Curalate Inc. CyberSource Dell DialPad NDA Diversified Distribution Systems LLC DMA Donnelly Communications Inc. DropBox EarthLink Business Ebates Performance Marketing Inc. Ecova Inc. Enterprise Fleet Management Inc. Equifax Experian Marketing Solutions Inc. Experis US Inc. FedEx GPShopper LLC Groupon Inc. Guidance Solutions Inc. Harland Clarke Co. Heartland IT Consulting LLC HipChat HireClix Agreement HireRight Hong Kong Export Credit Insurance Corp. Hove, Aaron HYG Financial i3 International Illinois Wholesale Infernotions Technologies Ltd. Innotas Interactive Communications International Inc. Iron Mountain Information Management JDA JDA Software Inc. JIRA Just Enough Software Kelly Mitchell Group Inc. Keywise Capital Management HK Ltd. Kronos Labtest International Inc. Legacy Paper & Packaging LF Logistics USA LLC LiveIntent Inc. LivingSocial Inc. Lockton Enterprises Inc. LogMeIn Mailgun MainFreight Manthan Software Services Pvt. Ltd. Metro Tech Service Corp. Microsoft Modern Testing Services Co. Ltd. Mood Media MT Quality Care Corp. Neoglory Holdings Group News America Marketing FSI OLR America Inc. Onestop Internet Inc. Opterus Inc. Optimizely Oracle America Inc. Paradysz Inc. PayPal Penske Pepperjam LLC Phrasee Pomeroy IT Solutions - 3 -

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Powerfront PRC Corp. Priority Fulfillment Services Inc. Prodege ProLease Protection1 PTC Purolator Inc. Quench ReachDynamics LLC Reflektion Republic Records RGIS LLC RioSoft Holdings RMG Media Robofirm SAF Group Management Inc. Schawk Inc. Segerdahl Corp., The ServiceChannel.com Inc. SGS North America Inc. Shenzhen Testing Services Shipping & Transit LLC Shopkick Inc. ShopperTrak RCT Corp. Shred-It USA LLC Sidecar Interactive Inc. Simplify. Inc. Slade Industries Inc. SMART Agents LLC SMS Assist Social Annex Software Paradigms International LLC SolarWinds Speciality Lighting Group Standard & Poor's Ratings Services Staples Stemmons Business Services Pvt. Ltd. Stony Apparel Corp . Stored Value Solutions Stylitics Inc. Swagger Films LLC Taboola Inc. TALX Thomson Reuters Thomson Reuters Tax & Accounting Tracker Corp. Trintech Inc. True Story Inc. TurnTo Networks Inc. TÜV Rheinland of North America Inc. TW Telecom Twentieth Century Fox Licensing & U-Change Lock Industries Merchandising UL Verification Services Inc. UMG Recordings Inc. VanDyke Software Ve Interactive VM Ware Vtec Innovation Corp. West Publishing Xanadu Enterprise Shanghai Ltd. XONEX Relocation LLC Yottaa Inc. Zhejiang RTS Test Co. Ltd. Zoho Insurance – PFA

Affiliated FM Insurance Co. AIG American Bankers Insurance Co. of Florida Argo Barbican Chubb Fireman’s Fund Insurance Great American Insurance Ironshore Lloyd's of London Mt. Hawley Insurance Co. Nationwide Navigators Tarian Zurich American Insurance Zurich North America

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Investment Bankers

Bank of America Merrill Lynch Guggenheim Partners Morgan Stanley Landlords

445 Fifth Avenue Associates LLC 735 Collins Avenue Realty LLC Alamo Stonecrest Holdings LLC Alamo Vista Holdings LLC Allied Development of Alabama AmCap American Realty Capital ARCP ArrowRock Champions Stonebridge LLC ArrowRock Westover Village LP Aundrea LLC Azarian Group Bayer Properties LLC BEI-Beach LLC Boyer Co., The Brandolini Cos. Brixmor Broadstone Land LLC BV Waco Central Texas Marketplace Cafaro CAPREF Tannehill LLC Carlyle/Cypress Leesburg I LLC Castle & Cooke Corona Crossing I Inc. CASTO CBL Centennial Real Estate Co. CenterCal Centergy Retail CH Realty VII/R Shreveport Bellemead LLC Chesterfield Mall LLC Chino Dunhill LLC CIRE City Place Retail LLC Clifton Lifestyle Center LLC Colliers International Colony Place Development LLC Core Property Cornerstone Holding LP CPP Streets of Chester LLC CPT Arlington Highlands 1 LP Cushman & Wakefield DDR DE Park Avenue 10940 LLC Destin Commons Phase III Ltd. Donahue Schriber Easton Gateway LLC Edwards Realty Co. Eric LLC Fairbourne Properties FBG Harriman Upper Retail LLC Federal Realty Fidelis Realty Forest City Forest City Management G&I VII Redmond Retail Holdings LP GG&A Central Mall Partners LP - Texarkana GGP GLL US Retail LP Grace Business Holdings LLC Greenridge Shops Inc. Guildford Town Center Hartman Simons & Wood LLP Heritage Square Ventures LLC Hill Management Services Hill Partners Hines HOA Hospitality LLC IMI MTLR LLC Inland Real Estate Group of Cos. Inc., The IRC Irvine Co. Jamestown Urban Management JBG/Woodbridge REIT LLC JCC California Properties Jeffrey R. Anderson JLL

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Kimco Kite Realty KRE Colonie Owner LLC Ladder Capital Finance LLC Las Vegas Sands Corp. Lauricella Land Co. LCFRE Sugar Land Town Square LLC Leeds Retail Center LLC Levin Management Corp. LPF LTC Retail LLC M&J Big Waterfront Holdings Macerich Co. Madison Marquette Madison Marquette Retail Services LLC Manchester Mall Associates LLC Medvest Inc. Midland Empire Retail LLC Midway CC Venture I LP Morguard MP Shops at Highland Village LLC New Quest Northwood PL Holdings LLC NPP Development LLC NT Dunhill I LLC NWSL Town Center LLC Olshan Properties Pacific Castle Pagosa Partners Ltd. Park West Retail I LLC Peterson Cos., The Pine Tree LLC POAG PR Plymouth Meeting LP Price Edwards Prudential RE Investors QIC Properties Ramco-Gershenson Properties Trust Randhurst Improvements LLC Ravid Lake St. Louis II LLC Red Development LLC REDICO Regency Centers Renaissance at Colony Park Retail Opportunity Investments Partnership Retail Properties Group Roseville Fountains LP, The Rouse Properties Inc. RPAI RREEF America REIT II Corp. HH Samuels & Associates Hingham LLC SBC Hopper LLC SC Plaza LLC ShopCore Properties Sierra Assets Group LLC Simon Property Group Inc. Singerman Real Estate Singerman Real Estate LLC Southglenn Property Holdings LLC Stark Enterprises Starwood Stirling Properties LLC Stone Creek Village Shopping Center LLC Streets of Tanasbourne, The SVF Holding RE Investment Trust Tabani Tanger Taubman Co. LLC, The Thalhimer TIAA Tivoli Village TL Street Marketplace Pads NE LLC Town Square West LLC Trademark Property Co. TSW 2015 LLC US Properties Group USAA Real Estate Co. Vaughan Mills VEREIT Vestar Village at Gulfstream Park LLC W/A SVT Holdings VI LLC Wayside Commons Investors LLC Weingarten Western B South TN LLC Westfield Westland Mall Realty Williamsburg Developers LLC - 6 -

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Wilmorite Woodbury Corp. Woodmont Co., The WPG WS Development YTC Butterfield Owner LLC Zenith Investment Grantor Trust Litigation

Allen, Richard California, State of, Labor Commission Carrozza, Peter Christian Smith & Jewell LLP Davis, Christine Giannoulias, Stravos S. Greenbaum, Daniel Greene, Sean Hilferty, Michael P. Keshishian, Milord A. McAdory, Bradley Milord & Associates PC Mitchell, Alex New York, State of, Division of Human Rights Nichols, Timothy D. Redish, Gary Richardson, Mathew Smith, Joseph Paul Trial Lawyers Advocacy Group United States, Government of the, National Labor Relations Board Vegeler, Robert Owen Yeroushlami, Reuben Officers & Directors

Adamek, Rob Bellon, Al Carroll, Traci Chanaratsopon, Charles J. Fitzgerald, Thomas Fourticq, Michael J., Sr. Krauter, Lana Lovell, Stephen F. Meyer, Larry Tejeida, Martha Tilton, Mike Watler, Kenneth G., Jr. Woods, Scott A. Professionals

A&G Realty Partners AlixPartners FTI Guggenheim Partners Joele Frank Klein, Jeffrey A., Esq. Morgan Lewis Paul Weiss Retail Lease Authority Secured Lenders

Apollo Global Management LLC CION Investment Management LLC Congruent Investment Partners LLC EN Investment Co. Halcyon Loan Management LLC LCM Asset Management LLC Marathon Asset Management Medley Capital LLC PennantPark Investment Advisors PineBridge Investments Stone Tower Capital THL Credit Senior Loan Strategies LLC Subsidiaries

Charming Charlie Canada LLC Charming Charlie Global (Shanghai) Trading - 7 -

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(Chinese WFOE) Charming Charlie Global Beneficiary One Charming Charlie Global Beneficiary Two Cayman Islands Cayman Islands Charming Charlie Global Cayman Islands Charming Charlie Global FZE (Dubai) Charming Charlie Global UK Limited Charming Charlie Holdings Inc Charming Charlie International LLC Charming Charlie LLC Charming Charlie Logistics China Business Charming Charlie Manhattan LLC Trust CC Global FZE, Trustee Chinese CFC Charming Charlie USA Inc Poseidon Partners CMS Inc Taxing Authorities

Adams, County of (CO), Treasurer Alabama, State of, Department of Revenue Arizona, State of, Department of Revenue Arkansas, State of, Department of Finance British Columbia, Province of (Canada), Caddo, Parish of (LA), Sheriff's Office Ministry of Finance Calcasieu, Parish of (LA), Tax Collector California, State of, Board of Equalization Canada, Government of, Revenue Agency Colorado, State of, Department of Revenue Connecticut, State of, Department of Revenue East Baton Rouge, Parish of (LA) Florida, State of, Department of Revenue Fort Bend, County of (TX), Tax Assessor- Collector Georgia, State of, Department of Revenue Harris, County of (TX), Tax Assessor-Collecto Idaho, State of, Tax Commission Illinois, State of, Department of Revenue Indiana, State of, Department of Revenue Iowa, State of, Department of Revenue Jefferson, Parish of (LA) Kansas, State of, Department of Revenue Kentucky, Commonwealth of, Department of Louisiana, State of, Department of Revenue Revenue Maricopa, County of (AZ), Treasurer Maryland, State of, Comptroller Massachusetts, Commonwealth of, Department Michigan, State of, Department of Treasury of Revenue Minnesota, State of, Department of Revenue Mississippi, State of, Department of Revenue Missouri, State of, Department of Revenue Nebraska, State of, Department of Revenue Nevada, State of, Department of Taxation New Jersey, State of, Division of Taxation New Mexico, State of, Department of Taxation New York, State of, Department of Tax North Carolina, State of, Department of Nueces, County of (TX), Tax Assessor- Revenu Collector Ohio, State of, Department of Taxation Oklahoma, State of, Tax Commission Pennsylvania, Commonwealth of, Department Saint Tammany, Parish of (LA), Collector of Revenue San Francisco, County of (CA), Tax Collector Smithfield, Town of (RI), Tax Collector South Carolina, State of, Department of South Windsor, Town of (CT), Tax Collector Revenue Tennessee, State of, Department of Revenue Texas, State of, Comptroller Utah, State of, Tax Commission Virginia, Commonwealth of, Department of Taxation Washington, State of, Department of Revenue West Hartford, Town of (CT), Tax Collector - 8 -

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Wisconsin, State of, Department of Revenue Utilities

AEP Alabama Power All States Mall Services II All States Services Ameren Illinois Ameren Missouri Appalachian Power Arizona Public Service Electric Co. AT&T - EFT AT&T Mobility Birch Communications BrightRidge Buford, City of (GA) Carroll Electric Cooperative Corp. Champion Energy Services LLC Cleco Power LLC College Station, City of (TX), Utilities Comcast ComEd Con Edison Constellation NewEnergy Constellation NewEnergy - Texas Consumers Energy Corporate Services Consultants LLC CPS Energy DeltaCom Direct Energy Dominion VA/NC Power Duke Energy Duke Energy Progress Dynegy Energy Services EnergyWorks Lancaster LLC ENGIE Resources Entergy Arkansas Inc. Entergy Louisiana Inc. Entergy Mississippi Inc. Entergy Texas Inc. Eversource Energy Florida Power & Light Co. Fort Collins, City of (CO), Utilities Gainesville Regional Utilities (FL) Georgia Power GGP-Grandville LLC Gulf Power Hingham Municipal Lighting Plant (MA) Illuminating Co., The International Environmental Management Jersey Central Power & Light Kansas City Board of Public Utilities (KS) Kansas City Power & Light Co. Keter Environmental Services Inc. Level 3 Communications LLC Los Angeles Department of Water & Power Memphis Light Gas & Water Division (CA) MidAmerican Energy Co. Modesto Irrigation District (CA) Murfreesboro Electric Department (TN) Nashville Electric Service National Grid - Massachusetts Newnan Utilities - Georgia Northern States Power Co. Northern Virginia Electric Cooperative NV Energy Ohio Edison Oklahoma Gas & Electric Service Olympic III Mall Services Olympic IV Mall Services Omaha Public Power District (NE) Pacific Gas & Electric Pacific Power PECO Polaris Energy Services Portland General Electric Potomac Electric Power Co. PSEGLI Public Service Co. of Colorado Public Service Electric & Gas Co. Puget Sound Energy Rancho Cucamonga, City of (CA) Riviera Utilities

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PHIL1 6781873v.2 Case 17-12906-CSS Doc 397-3 Filed 02/02/18 Page 20 of 24

Rocky Mountain Power Roseville, City of (CA) Sacramento Municipal Utility District (CA) Salt River Project San Diego Gas & Electric Sawnee EMC South Louisiana Electric Cooperative (LA) Southern California Edison Southwestern Electric Power Sustainable Solutions Group Tampa Electric Co. TOG Inc. Verizon Wireless Waste Management We Energies Wisconsin Electric/Gas Withlacoochee River Electric Cooperative Xcel Energy Vendors

1721 Group LLC, The 445 Fifth Avenue Associates LLC 735 Collins Avenue Realty LLC Aetna Life Insurance Co. Alabama, State of, Department of Revenue American Assets Trust LP American Exchange American Express American Realty Capital Retail Operating AN Enterprises Partnership LP Annapolis Mall LP Aosheng Leather Co. Ltd. Applied Predictive Technologies Inc. Aptos Canada Inc. Arizona, State of, Department of Revenue Arthur J. Gallagher & Co. Insurance Brokers of California Inc. Asean Corp. Ltd., The Audio Technology of New York Inc. Avenues Mall Battlefield Mall LLC Baybrook LPC LLC Bayer Retail Co. VI LLC BBase IDG Ltd. BCNY International Berkshire Fashions Inc. Berry Jewelry BH Cosmetics Black Diamond Accessories BRE Industries Inc. C2 Imaging LLC California, State of, Board of Equalization CenterCal LLC Changsheng Jewelry Ltd. Changshu Huaxing Cloth Manufacturing CJS Group LP Clear Thinking Group LLC Clifton Lifestyle Center LLC Coconut Point Town Center LLC Collection 18 Colorado, State of, Department of Revenue Concord-Mei International Ltd. Connecticut, State of Cornerstone OnDemand Inc. Criteo Corp. DCK Concessions Canada Inc. DDR Corp. DE Park Avenue 10940 LLC Del Cesca FOB Dezine News Inc. Dimitriou Central III LLC Diversified Distribution Systems LLC Domain II LLC, The Donahue Schriber Realty Group

Donnelly Communications Inc. DuCharme McMillen & Associates Inc. Ecova Inc. ELF Cosmetics Inc. Emanuel Geraldo Accessories Inc. Equity One Northeast Portfolio Inc.

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PHIL1 6781873v.2 Case 17-12906-CSS Doc 397-3 Filed 02/02/18 Page 21 of 24

Eric LLC Ernst & Young LLP Experian Falls Shopping Center Associates LLC, The Fantas-Eyes Fantas-Eyes Inc. Fashion Show Mall LLC FC Yonkers Associates LLC

FedEx Finnegan Henderson Farabow Garret & Dunne LLP Florida Mall Associates Ltd. Florida, State of, Department of Revenue Formation Brands LLC Fragments Holding LLC Freemall Associates LLC Galleria at Wolfchase LLC Georgia, State of, Department of Revenue GG International GGP LP GGP Staten Island Mall LLC GGP Tucson Mall LLC GGP/Homart II LLC GGPLP LLC GGPLP Real Estate Inc. Golden Fashion Accessory HK Co. Ltd. Google Inc. Grace Business Holdings LLC Grace Speed Ltd. GreatWisely Development Co. Ltd. Green Hills Mall TRG LLC GSCM LLC Guggenheim Securities LLC

HB Brands Inc. HongKong K&J Fashion Co. Ltd. Hot Sox Hung Mei Hong Kong Ltd. Icon Eyewear Illinois, State of, Department of Revenue Indiana, State of, Department of Revenue Inland Southwest Management Institutional Mall Investors LLC IPFS Corp. IR Accessories Pvt. Ltd. Ivanhoe Cambridge II Inc. Ji Yuan International Corp. Just Julez Inc. Kansas, State of, Department of Revenue Kasinda Ltd. Kenth Productions LLC Knock Knock LLC Krazy Kat Sportswear LLC Krishna Beads Industries Kronos LaChic Designs LDC Inc. Legacy Paper & Packaging Leukon Inc. LF Centennial Pte. Ltd. LF Logistics USA LLC Links Holdings LLC Livingston International Inc. Loughlin Management Partners & Co. Inc. Louisiana, State of, Department of Revenue & Macerich Deptford LLC Taxation Mainfreight Inc. Mall of Georgia LLC Manchu Times Fashion Ltd. Manthan Software Services Pvt. Ltd. Marcus Adler Glove Co. Market Street Retail South LLC Maryland, State of, Comptroller Massachusetts, Commonwealth of, Department of Revenue Medvest Inc. Michigan, State of Minnesota, State of, Department of Revenue Missouri, State of, Department of Revenue Moa Moa Morguard Investment Ltd.

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PHIL1 6781873v.2 Case 17-12906-CSS Doc 397-3 Filed 02/02/18 Page 22 of 24

Nebraska, State of, Department of Revenue Nevada, State of, Department of Taxation New Jersey, State of, Division of Taxation New York, State of, Department of Taxation & Finance NH-K Retail LLC Norterra West LLC North Carolina, State of, Department of NPP Development LLC Revenue NY Style Inc. Nylon Inc. Ohio, State of, Department of Taxation OK Originals OLR America Inc. Onestop Internet Inc. Oracle America Inc. Orland Park Crossing II LLC Paul Weiss Rifkind Wharton & Garrison LLP Pearl Global Industries Ltd. Pennsylvania, Commonwealth of, Department Pheasant Lane Mall of Revenue Pink Rose Pomeroy IT Solutions Sales Co. Inc. Premiere Jewellery Inc. PrimeTime NYC Priority Fulfillment Services Inc. PRISA LHC LLC Providence Town Center LP Punch Fashions Radial South LP Ramco-Gershenson Properties LP RAND Accessories Inc. Resource Solution One Inc. Rolla Coster Inc. Rome International Handbag Co. Ltd. Roseville Fountains Delaware LLC RZX International Fashion Co. Ltd. Sarina Scottsdale Fashion Square LLC Segerdahl Corp., The ServiceChannel.com Inc. Shennel Trading Group Shops at Nanuet, The Sierra Assets Group LLC Simon Property Group LP Simon Property Group Texas LP SNDZ Overseas Co. Ltd. Snowden Brothers LLC South Carolina, State of, Department of Revenue Southlake Indiana LLC SPL Industries Ltd. St. Jude Children's Hospital Stony Apparel Corp. LLC Stored Value Solutions Inc. TA Trading Co. Ltd. Tanya Creations LLC Tennessee, State of, Department of Revenue Texas, State of, Comptroller of Public Thomson Industrial Development Ltd. Accounts TM MacArthur Center LP TM Partridge Creek Mall LP TMD Holdings LLC TPF Equity REIT Operating Partnership LP Tri Coastal Design Tycoon International US Postal Service Utah, State of, Tax Commission VCMG LLC Victoria Gardens Mall LLC Virginia, Commonwealth of, Department of Washington, State of, Department of Revenue Taxation Watters Creek Investors LLC Wells Fargo Westcor San Tan Village LLC Western B South LLC Xanadu Enterprise Shanghai Ltd.

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PHIL1 6781873v.2 Case 17-12906-CSS Doc 397-3 Filed 02/02/18 Page 23 of 24

US Trustee Contacts

T. Patrick Tinker Lauren Attix David Buchbinder Linda Casey Holly Dice Shakima L Dortch Timothy J. Fox Jr Diane Giordano Christine Green Benjamin Hackman Jeffrey Heck Brya Keilson Mark Kenney Jane Leamy Hannah M. McCollum James R.O’Malley Michael Panacio Juliet Sarkessian Richard Schepacarter Edith A. Serrano Karen Starr Ramona Vinson Jaclyn Weissgerber Michael West Dion Wynn

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PHIL1 6781873v.2 Case 17-12906-CSS Doc 397-3 Filed 02/02/18 Page 24 of 24

Schedule 2

CURRENT CLIENTS

Professionals

· FTI Consulting

Vendors

· Ernst & Young LLP

CLOSED FILES:

Contract Counterparties

· American Express · Thomson Reuters · Harland Clarke Co. · Twentieth Century Fox Licensing & Merchandising · Kronos · Microsoft Professionals

· Paul Weiss Rifkind Wharton & Garrison LLP Vendors

· Wells Fargo · Google Inc. · Ivanhoe Cambridge II Inc. Insurance PFA

· Lloyd's of London · Argo · Zurich American Insurance · Chubb Taxing Authorities

· Canada, Government of, Revenue Agency Utilities

· Waste Management · PECO Investment Bankers

· Bank of America Merrill Lynch Secured Lenders

· Apollo Global Management LLC - 1 -

PHIL1 6781873v.2 Case 17-12906-CSS Doc 397-4 Filed 02/02/18 Page 1 of 5

EXHIBIT C

Adamek Declaration

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PHIL1 6781873v.2 Case 17-12906-CSS Doc 397-4 Filed 02/02/18 Page 2 of 5

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

) In re: ) Chapter 11 ) CHARMING CHARLIE HOLDINGS INC., et al.,1 ) Case No. 17-12906 (CSS) ) ) Debtors. ) (Jointly Administered) )

DECLARATION OF ROBERT ADAMEK IN SUPPORT OF THE DEBTORS’ APPLICATION FOR ENTRY OF AN ORDER AUTHORIZING THE RETENTION AND EMPLOYMENT OF THORNTON GROUT FINNIGAN LLP AS CANADIAN INSOLVENCY COUNSEL FOR THE DEBTORS AND DEBTORS IN POSSESSION EFFECTIVE NUNC PRO TUNC TO JANUARY 29, 2018

I, Robert Adamek, declare, pursuant to 28 U.S.C. § 1746, under penalty of perjury that:

1. I am the Senior Vice President and Chief Financial Officer of Charming Charlie

Holdings Inc. and its affiliated debtors and debtors in possession in the above-captioned cases

(collectively, the “Debtors”). In such capacity, I am responsible for supervising the day-to-day operations of the Debtors and the administration of these cases, including the services provided by outside counsel and monitoring and controlling of legal costs.

2. I make this declaration (the “Declaration”) in support of the Debtors’ Application for Entry of an Order Authorizing the Retention and Employment of Thornton Grout Finnigan

LLP as Canadian Insolvency Counsel to the Debtors and Debtors in Possession Effective Nunc

Pro Tunc to January 29, 2018 (the “Application”) filed concurrently herewith. Except as otherwise noted, I have personal knowledge of the matters set forth herein.

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PHIL1 6781873v.2 Case 17-12906-CSS Doc 397-4 Filed 02/02/18 Page 3 of 5

Steps Taken to Ensure Comparable Terms of Engagement

3. I have confirmed with TGF that, while TGF’s billing rates vary from attorney to attorney based on such factors as the individual attorney’s rank (e.g., partners, associates, counsel) and years of experience, TGF does not vary their standard billing rates as a function of whether the services performed relate to a bankruptcy engagement or non-bankruptcy engagement.

4. Additionally, I have been informed that TGF does adjust its billing rates annually, typically on January 1 of each year.

Retention of TGF

5. In connection with the retention of K&E and KHHB as restructuring counsel, the

Debtors determined that it was also advisable to retain a firm with Canadian insolvency expertise in order to represent the Debtors in connection with the Canadian insolvency proceedings. The

Board ultimately decided to retain TGF as its Canadian insolvency counsel on the basis of its significant experience in complex chapter 11 cases.

Rate Structure

6. In my capacity as Senior Vice President, I, together with my team, am responsible for supervising outside counsel retained by the Debtors in the ordinary course of business. TGF has informed the Debtors that its rates for bankruptcy representations are comparable to the rates

TGF charges for non-bankruptcy representations. As discussed below, I can confirm that the rates TGF would have charged the Debtors in the prepetition period are the same as the rates

TGF will charge the Debtors in the postpetition period.

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PHIL1 6781873v.2 Case 17-12906-CSS Doc 397-4 Filed 02/02/18 Page 4 of 5

Cost Supervision

7. The Debtors are working with TGF to prepare a prospective budget and staffing plan, recognizing that in the course of these chapter 11 cases in particular, there may be a number of unforeseen fees and expenses that will need to be addressed by the Debtors and TGF.

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 TGF regularly submits, and, together with TGF, 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.

[The remainder of this page is intentionally left blank.]

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PHIL1 6781873v.2 Case 17-12906-CSS Doc 397-4 Filed 02/02/18 Page 5 of 5

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

Dated: February 2, 2018 Charming Charlie Holdings Inc. (for itself and on behalf of its affiliated debtors and debtors in possession)

/s/ Robert Adamek Name: Robert Adamek Title: Senior Vice President and Chief Financial Officer

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