Case 17-12906-CSS Doc 174 Filed 12/21/17 Page 1 of 15

IN THE UNITED STATES BANKRUPTCY COURT 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, PURSUANT TO SECTIONS 327(a) AND 328(a) OF THE BANKRUPTCY CODE, AUTHORIZING THE RETENTION AND EMPLOYMENT OF GUGGENHEIM SECURITIES, LLC AS INVESTMENT BANKER FOR THE DEBTORS AND DEBTORS IN POSSESSION, NUNC PRO TUNC TO THE PETITION DATE, AND MODIFYING CERTAIN TIME-KEEPING REQUIREMENTS OF LOCAL RULE 2016-2

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

these jointly-administered chapter 11 cases (these “Cases”) hereby submit this application (this

“Application”) for entry of an order, substantially in the form attached hereto as Exhibit A (the

“Proposed Order”), (i) authorizing the Debtors to retain and employ Guggenheim Securities,

LLC (“Guggenheim Securities”) as the Debtors’ investment banker pursuant to sections 327(a)

and 328(a) of chapter 11 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 rules 2014-1 and 2016-2 of the Local Rules of Bankruptcy Practice and

Procedure of the United States Bankruptcy Court for the District of Delaware (the “Local

Rules”), nunc pro tunc to the Petition Date (as defined below), (ii) waiving certain time-keeping

requirements of Local Rule 2016-2, and (iii) granting related relief. In support of this

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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Application, the Debtors submit the declaration of Stuart Erickson (the “Erickson Declaration”), which is attached hereto as Exhibit B. In further support of this Application, the Debtors respectfully represent as follows:

JURISDICTION

1. The United States Bankruptcy Court for the District of Delaware (the “Court”) has jurisdiction over these Cases, the Debtors, property of the Debtors’ estates and this matter under 28 U.S.C. § 1334, and the Amended Standing Order of Reference from the United States

District Court for the District of Delaware dated as of February 29, 2012. This is a core proceeding under 28 U.S.C. § 157(b).

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

3. Pursuant to Local Rule 9013-1(f), the Debtors consent to the entry of a final judgment or order with respect to this Application if it is determined that the Court, absent consent of the parties, cannot enter final orders or judgments consistent with Article III of the

United States Constitution.

4. The statutory and legal predicates for the relief requested herein are sections

327(a) and 328(a) of the Bankruptcy Code, Bankruptcy Rules 2014(a) and 2016, and Local

Rules 2014-1 and 2016-2.

BACKGROUND

5. On December 11, 2017 (the “Petition Date”), each of the Debtors filed with this

Court a voluntary petition for relief under the Bankruptcy Code. The Debtors continue to be in possession of their assets and to operate their businesses and manage their properties as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. As of the date

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hereof, no trustee, examiner, or official committee of unsecured creditors has been appointed in

these Cases. No date has been set for a meeting pursuant to section 341 of the Bankruptcy Code.

6. Additional factual background regarding the Debtors, including their business

operations, capital and debt structures, and the events leading to the filing of these Cases, is set

forth in detail in the Declaration of Robert Adamek in Support of First Day Pleadings [D.I. 4]

(the “Adamek Declaration”), which is fully incorporated in this Application by reference.

RELIEF REQUESTED

7. By this Application, the Debtors respectfully request entry of the Proposed Order

(i) authorizing the Debtors to retain and employ Guggenheim Securities as their investment

banker pursuant to sections 327(a) and 328(a) of the Bankruptcy Code, Bankruptcy Rules

2014(a) and 2016, and Local Rules 2014-1 and 2016-2, nunc pro tunc to the Petition Date,

pursuant to the terms of that certain engagement letter between Guggenheim Securities and the

Debtors, dated as of October 9, 2017, a copy of which is attached hereto as Exhibit C (the

“Engagement Letter”),2 (ii) waiving certain time-keeping requirements of Local Rule 2016-2,

and (iii) granting related relief. The Engagement Letter describes (a) the various services that the

Debtors seek Guggenheim Securities to perform on their behalf in connection with these Cases

and (b) the terms and conditions of the proposed engagement of Guggenheim Securities by the

Debtors.

GUGGENHEIM SECURITIES’ QUALIFICATIONS AND THE NEED FOR GUGGENHEIM’S SERVICES

8. The Debtors submit this Application because of their need to retain a qualified

investment banker to assist them in the critical tasks associated with guiding the Debtors through

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

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these Cases. The Debtors believe that their retention of an investment banker is necessary and appropriate to enable them to evaluate the financial and economic issues raised by these Cases, to successfully consummate a Transaction and to fulfill their statutory duties.

9. The Debtors selected Guggenheim Securities as their investment banker in these

Cases based upon Guggenheim Securities’ extensive experience in matters involving complex financial restructurings and Guggenheim Securities’ excellent reputation for the services that it has rendered in chapter 11 cases on behalf of debtors and creditor constituencies throughout the

United States.

10. As set forth in the Erickson Declaration, Guggenheim Securities and its senior professionals have extensive expertise providing investment banking services to financially distressed companies, creditors, committees, equity holders, asset purchasers, and other constituencies in reorganization proceedings and complex financial restructurings, both in and out of court. Guggenheim Securities and its professionals are providing or have provided investment banking, financial advisory and other services in connection with the following recent cases, among others: In re Appvion, Inc., Case No. 17-12082 (KJC) (Bankr. D. Del. Oct.

31, 2017); In re Payless Holdings LLC, Case No. 17-42267 (Bankr. E.D. Mo. May 9, 2017); In re Limited Stores Co., LLC, Case No. 17-10124 (KJC) (Bankr. D. Del. Feb. 16, 2017); In re

Essar Steel Minn. and ESML Holdings Inc., Case No. 16-11626 (BLS) (Bankr. D. Del. Aug. 6,

2016); In re Juniper GTL LLC, Case No. 16-31959 (Bankr. S.D. Tex. May 18, 2016); In re Pac.

Sunwear of Cal., Inc., Case No. 16-10882 (LSS) (Bankr. D. Del. May 3, 2016); In re Hutcheson

Med. Ctr., Inc., Case No. 14-42863 (Bankr. N.D. Ga. May 22, 2015); In re Cal Dive Int’l, Inc.,

Case No. 15-10458 (CSS) (Bankr. D. Del. May 26, 2015); In re SIGA Techs., Inc., Case No. 14-

12623 (Bankr. S.D.N.Y. Mar. 19, 2015); Energy Future Holdings Corp., Case No. 14-10979

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(CSS) (Bankr. D. Del. Jan. 13, 2015); In re KiOR, Inc., Case No. 14-12514 (CSS) (Bankr. D.

Del. Dec. 5, 2014).

11. Guggenheim Securities, moreover, has been engaged by the Debtors since

October 2017, during which time Guggenheim Securities professionals have worked closely with

the Debtors’ management and other professionals in preparing for these Cases and become

familiar with the Debtors’ business operations, capital structure, creditors and other matters.3

12. For the foregoing reasons, the Debtors believe that Guggenheim Securities is well

qualified to advise the Debtors in an expert and efficient manner.

SCOPE OF SERVICES

13. Subject to the Court’s approval, the Debtors anticipate that Guggenheim

Securities will perform investment banking services, among others, by assisting the Debtors with

respect to the following pursuant to the terms of the Engagement Letter:4

(a) Review and analysis of the business, financial condition and prospects of the Company;

(b) Evaluation of the liabilities of the Company, its debt capacity and its strategic and financial alternatives;

(c) Evaluation from a financial and capital markets point of view of alternative structures and strategies for implementing a Transaction;

(d) Preparation of offering, marketing or other transaction materials concerning the Company and the applicable Transaction for distribution and presentation to the Creditors, Acquirors and/or Investors (collectively, “Transaction Counterparties”);

(e) Development and implementation of a marketing plan with respect to such Transaction;

3 The Debtors also previously engaged Guggenheim Securities pursuant to an engagement letter dated January 3, 2017, in connection, among other things, with the negotiation of an amendment to their prepetition term loan facility. The Debtors successfully entered into such amendment on July 7, 2017. 4 To the extent there is any inconsistency between the summary of the services to be provided under the Engagement Letter and the terms of the Engagement Letter, the terms of the Engagement Letter shall control.

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(f) Identification and solicitation of, and the review of proposals received from, the Investors and other prospective Transaction Counterparties;

(g) Negotiation of the Transaction;

(h) Providing financial advice and assistance to the Company in developing and seeking approval of any such Transaction, including a Plan, which may be a plan under Chapter 11 of the Bankruptcy Code confirmed in connection with these Cases;

(i) Participation in hearings before the Court with respect to the matters upon which Guggenheim Securities has provided advice, including, as relevant, coordinating with the Company’s legal counsel with respect to testimony in connection therewith; and

(j) Such other matters as may be agreed upon by Guggenheim Securities and the Company in writing during the term of Guggenheim Securities’ engagement.

14. By separate applications, the Debtors are also seeking to employ various other

restructuring professionals. The Debtors do not believe that the services to be rendered by

Guggenheim Securities will be duplicative of the services performed by any other professional,

and Guggenheim Securities will work with the other professionals retained by the Debtors to

minimize any duplication of services on behalf of the Debtors.

PROFESSIONAL COMPENSATION

15. As set forth more fully in the Engagement Letter, Guggenheim Securities and the

Debtors have agreed on the following terms of compensation and expense reimbursement (the

“Fee and Expense Structure”):5

(a) Monthly Fees. A non-refundable Monthly Fee of $100,000 per month, due and payable on the first business day of each month during the term of the Engagement Letter, whether or not any Transaction is consummated.

5 To the extent there is any inconsistency between the summary of the Fee and Expense Structure set forth herein and the terms of the Engagement Letter, the terms of the Engagement Letter shall control except as set forth in Paragraph 8 of the Proposed Order. Specifically, Paragraph 8 of the Proposed Order, as well as the descriptions of the fees set forth herein, reflect modifications to the timing and/or amount of certain transaction fees (consisting primarily of a $250,000 reduction of any Restructuring Transaction Fee or Sale Transaction Fee).

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Commencing with the seventh Monthly Fee payment made pursuant to the Engagement Letter, an amount equal to 50% of each Monthly Fee payment received will be credited (to the extent actually paid and only once) against any Restructuring Transaction Fee or Sale Transaction Fee payable under the Engagement Letter.

(b) Restructuring Transaction Fee(s). If (A) any Restructuring Transaction is consummated or (B) (I) an agreement in principle, definitive agreement or Plan to effect a Restructuring Transaction is entered into and (II) concurrently therewith or at any time thereafter, any Restructuring Transaction is consummated, the Company will pay Guggenheim Securities a Restructuring Transaction Fee in an amount equal to $1,750,000 upon the consummation of such Restructuring Transaction.

(c) Financing Fee(s). If the Company consummates any Financing Transaction or enters into (or becomes bound by) any agreement (including any Plan) pursuant to which a Financing Transaction is subsequently consummated, then, in each case, the Company will pay Guggenheim Securities one or more Financing Fees in an amount equal to the sum of:

(i) 150 basis points (1.50%) of the aggregate face amount of any new debt obligations to be issued or raised by the Company in any Debt Financing (including the face amount of any related commitments) that is (or is otherwise generally described and/or marketed to the applicable Transaction Counterparties as being) secured by first priority liens over any portion of the Company’s or any other person’s assets (including any Debt Financing constituting a “debtor-in-possession financing”); plus

(ii) 250 basis points (2.50%) of the aggregate face amount of any new debt obligations to be issued or raised by the Company in any Debt Financing (including the face amount of any related commitments) that is not covered by the foregoing subparagraph 15(c)(i); plus

(iii) 500 basis points (5.00%) of the aggregate amount or stated value of any new capital issued or raised by the Company in any Equity Financing; plus

(iv) With respect to any other securities or indebtedness issued that is not otherwise covered by subparagraphs 15(c)(i) through 15(c)(iii) above, such financing fees, underwriting discounts, placement fees or other compensation as customary under the circumstances and mutually agreed in advance by the Company and Guggenheim Securities.

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Notwithstanding the foregoing, if the Company consummates a Debt Financing in the form of debtor-in-possession financing (a “DIP Financing”) or enters into (or becomes bound by) any agreement pursuant to which a DIP Financing is subsequently consummated, then, in each case, the Company will pay Guggenheim Securities a Financing Fee on account of each such DIP Financing in an amount equal to the lesser of (x) such amount payable on account of such DIP Financing pursuant to subparagraphs 15(c)(i) and 15(c)(ii) above, or (y) $500,000.

Financing Fees for any Financing Transaction will be payable upon the consummation of the related Financing Transaction.

(d) Sale Transaction Fee(s). In the event the Company (A) consummates a Sale Transaction or (B) (I) enters into an agreement in principle, definitive agreement or Plan to effect a Sale Transaction and (II) concurrently therewith or at any time thereafter, any Sale Transaction is consummated, the Company will pay Guggenheim Securities a Sale Transaction Fee in an amount equal to $1,750,000 upon the consummation of such Sale Transaction.

As set forth in the Engagement Letter, separate Financing Fees may be payable to Guggenheim

Securities under the Engagement Letter in connection with each Financing Transaction. In addition, in no event shall the Company be required to pay Guggenheim Securities (i) a

Restructuring Transaction Fee if a Sale Transaction Fee shall have already been paid to

Guggenheim Securities under the Engagement Letter or (ii) a Sale Transaction Fee if a

Restructuring Transaction Fee shall have already been paid to Guggenheim Securities under the

Engagement Letter, notwithstanding the consummation of both a Restructuring Transaction and a Sale Transaction.

16. In addition to any fees that may be paid to Guggenheim Securities under the

Engagement Letter, the Engagement Letter provides that the Debtors shall reimburse

Guggenheim Securities for all reasonable and documented out-of-pocket expenses incurred in connection with or arising out of its engagement by the Debtors, including all reasonable and

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documented fees, disbursements and other charges of any legal counsel retained by Guggenheim

Securities.

17. During the pendency of these Cases, Guggenheim Securities shall apply to the

Court for the allowance of compensation for professional services rendered and reimbursement

of expenses in accordance with the applicable provisions of the Bankruptcy Code, the

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

and consistent with the Fee and Expense Structure.

18. The Debtors believe that the Fee and Expense Structure is reasonable. The Fee

and Expense Structure appropriately reflects the nature of the services to be provided by

Guggenheim Securities and the fee structures typically utilized by leading investment banking

firms of similar stature to Guggenheim Securities for comparable engagements, both in and out

of court. The Fee and Expense structure is consistent with Guggenheim Securities’ normal and

customary billing practices for cases of this size and complexity that require the level of scope

and services outlined herein. Moreover, the Fee and Expense Structure is reasonable in light of

(a) industry practice, (b) market rates charged for comparable services both in and out of the

chapter 11 context, (c) Guggenheim Securities’ substantial experience with respect to investment

banking services, and (d) the nature and scope of work to be performed by Guggenheim

Securities in these Cases. In particular, the Debtors believe that the Fee and Expense Structure

creates a proper balance between fixed monthly fees and contingency fees. Similar fixed and

contingency fee arrangements have been approved and implemented in other recent, large

chapter 11 cases in this District.6

6 See, e.g., In re Appvion, Inc., Case No. 17-12082 (KJC) (Bankr. D. Del. Oct. 31, 2017) (authorizing debtors to compensate Guggenheim Securities on a similar fixed-fee basis); In re Limited Stores Co., LLC, Case No. 17- 10124 (KJC) (Bankr. D. Del. Feb. 16, 2017) (same); In re Essar Steel Minn. and ESML Holdings Inc., Case No. 16- 11626 (BLS) (Bankr. D. Del. Aug. 6, 2016) (same).

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WAIVER OF COMPLIANCE WITH TIME-DETAIL REQUIREMENTS

19. Consistent with its ordinary practice and the practice of investment bankers in other chapter 11 cases whose fee arrangements are not hours-based, Guggenheim Securities does not maintain contemporaneous time records or provide or conform to a schedule of hourly rates for its professionals. Given the foregoing and that Guggenheim Securities’ compensation is based on fixed fees, the Debtors request that, notwithstanding anything to the contrary in the

Bankruptcy Code, the Bankruptcy Rules, the Local Rules, any order of this Court, or any other guideline regarding the submission and approval of fee applications, Guggenheim Securities’ professionals be excused from maintaining time records in connection with the services to be rendered pursuant to the Engagement Letter. Guggenheim Securities will nonetheless maintain reasonably detailed summary time records in half-hour increments, which records shall indicate the total hours incurred by each professional for each day and provide a brief description of the nature of the work performed. Courts in other large chapter 11 cases have excused flat-fee professionals from time-keeping requirements under similar circumstances.7

INDEMNIFICATION OF GUGGENHEIM SECURITIES

20. As part of the overall compensation payable to Guggenheim Securities under the terms of the Engagement Letter, the Engagement Letter provides for certain indemnification obligations to Guggenheim Securities and its affiliates, and each of their respective officers, directors, managers, stockholders, members, partners, employees, and agents, and any other controlling persons, to the fullest extent lawful, from and against any claims, liabilities, losses, damages, costs, and expenses, as incurred, related to or arising out of or in connection with

7 See, e.g., In re Appvion, Inc., Case No. 17-12082 (KJC) (Bankr. D. Del. Oct. 31, 2017) (requiring Guggenheim Securities only to keep reasonably detailed summary time records in half-hour increments while indicating the total hours incurred by each professional for each day and briefly describing the nature of the work performed); In re Limited Stores Co., LLC, Case No. 17-10124 (KJC) (Bankr. D. Del. Feb. 16, 2017) (same); In re Essar Steel Minn. and ESML Holdings Inc., Case No. 16-11626 (BLS) (Bankr. D. Del. Aug. 6, 2016) (same).

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Guggenheim Securities’ services under the Engagement Letter.8 Such terms of indemnification,

as modified by the Proposed Order, reflect the qualifications and limits on such terms that are

customary for investment bankers such as Guggenheim Securities in chapter 11 cases.9

GUGGENHEIM SECURITIES’ DISINTERESTEDNESS

21. Guggenheim Securities has informed the Debtors that as of the date hereof, except

as set forth in the Erickson Declaration, (a) Guggenheim Securities has no connection with the

Debtors, their creditors, equity security holders, or other parties in interest in these Cases;

(b) Guggenheim Securities does not have or represent any interest adverse to the Debtors’

estates; and (c) Guggenheim Securities (i) is not a creditor, equity security holder, or an insider

of any of the Debtors and (ii) is not and was not, within two years before the Petition Date, a

director, officer, or employee of any of the Debtors. In addition, none of the Guggenheim

Securities professionals expected to assist the Debtors in these Cases are related or connected to

any United States Bankruptcy Judge for the District of Delaware, the United States Trustee for

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

Trustee.

22. During the 90 days before the Petition Date, Guggenheim Securities was paid in

the ordinary course certain fees and expenses due under the Engagement Letter. Specifically,

Guggenheim Securities was paid the Monthly Fees due for October and November 2017 and

related expense reimbursements in the aggregate amount of $211,268.54 on November 20, 2017

(shortly after the Engagement Letter was signed in early November 2017). Guggenheim

8 To the extent there is any inconsistency between the summary of the indemnification provisions set forth in this Application and the indemnifications set forth in the Indemnification Provisions annexed to the Engagement Letter, the terms of such Indemnification Provisions and the Engagement Letter shall control. 9 See, e.g., In re Appvion, Inc., Case No. 17-12082 (KJC) (Bankr. D. Del. Oct. 31, 2017) (approving identical terms of identification); In re Limited Stores Co., LLC, Case No. 17-10124 (KJC) (Bankr. D. Del. Feb. 16, 2017) (same); In re Essar Steel Minn. and ESML Holdings Inc., Case No. 16-11626 (BLS) (Bankr. D. Del. Aug. 6, 2016) (same).

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Securities was also paid the Monthly Fee due for December 2017, related expense reimbursements, and a $1,000.00 advance against expenses in the aggregate amount of

$140,471.05 on December 8, 2017. Guggenheim Securities will apply the $1,000 in retainer amounts received from the Debtors before the Petition Date first to any prepetition expenses incurred but not reimbursed prepetition, and second to any post-petition expenses.

23. The Debtors have been advised that Guggenheim Securities has not agreed to share with any other person or firm the compensation to be paid for professional services rendered in connection with these Cases in accordance with section 504(a) of the Bankruptcy

Code.

24. Based on the foregoing, the Debtors believe that Guggenheim Securities is a

“disinterested person” as that term is defined in section 101(14) of the Bankruptcy Code and utilized in sections 327(a) and 328(c) of the Bankruptcy Code.

BASIS FOR RELIEF REQUESTED

25. Section 327(a) of the Bankruptcy Code 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. Additionally, under section 328(a) of the Bankruptcy Code, the Debtors, “with the court’s approval, may employ or authorize the employment of a professional person under section 327 . . . on any reasonable terms and conditions of employment, including on a retainer, on an hourly basis, on a fixed or percentage fee basis, or on a contingent fee basis.” 11 U.S.C.

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§ 328(a). Furthermore, Bankruptcy Rule 2014(a) requires that an application for retention include:

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

Fed. R. Bankr. P. 2014.

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

Declaration, the Debtors’ retention and employment of Guggenheim Securities as their investment banker is warranted. The terms of the Engagement Letter were negotiated in good faith and at arm’s length between the Debtors and Guggenheim Securities and reflect the

Debtors’ evaluation of the extensive work and substantial commitment to be undertaken by

Guggenheim Securities during these Cases, in addition to the work already undertaken by

Guggenheim Securities before the Petition Date. The Debtors submit that the terms and conditions of the Engagement Letter are fair, reasonable and market-based under the standards set forth in section 328(a) of the Bankruptcy Code considering (a) the numerous issues that

Guggenheim Securities may be required to address in performing its services for the Debtors pursuant to the Engagement Letter, (b) Guggenheim Securities’ commitment to the variable time requirements and effort necessary to address all such issues as they arise and (c) the market prices for Guggenheim Securities’ services for engagements of this nature. The Debtors also believe that the Fee and Expense Structure appropriately reflects (i) the nature and scope of

Guggenheim Securities’ services, (ii) Guggenheim Securities’ substantial experience with respect to investment banking services and (iii) the fee structures typically utilized by

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Guggenheim Securities and other investment banks, which do not bill their clients on an hourly

basis, in bankruptcy or otherwise.

28. Based on the foregoing, the Debtors submit that the relief requested herein is

appropriate.

NOTICE

29. The Debtors will provide notice of this Application to:10 (a) the Office of the U.S.

Trustee for the District of Delaware; (b) the holders of the 50 largest unsecured claims against

the Debtors (on a consolidated basis); (c) counsel to the DIP ABL Agent and the Prepetition

ABL Agent; (d) counsel to 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; (f) the

Internal Revenue Service; (g) the United States Securities and Exchange Commission; (h) the

state attorneys general for all states in which the Debtors conduct business; (i) certain majority

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

pursuant to Bankruptcy Rule 2002 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]

10 Capitalized terms used in this Paragraph but not defined shall have the meanings ascribed to such terms in the Adamek Declaration.

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WHEREFORE, the Debtors respectfully request that the Court enter the Proposed Order, substantially in the form attached hereto as Exhibit A, granting the relief requested herein and such other and further relief as is just and proper.

/s/ Robert Adamek Dated: December 21, 2017 Robert Adamek Wilmington, Delaware Senior Vice President and Chief Financial Officer Charming Charlie Holdings Inc.

PHIL1 6695750v.3 Case 17-12906-CSS Doc 174-1 Filed 12/21/17 Page 1 of 4

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) )

NOTICE OF DEBTORS’ APPLICATION FOR ENTRY OF AN ORDER, PURSUANT TO SECTIONS 327(a) AND 328(a) OF THE BANKRUPTCY CODE, AUTHORIZING THE RETENTION AND EMPLOYMENT OF GUGGENHEIM SECURITIES, LLC AS INVESTMENT BANKER FOR THE DEBTORS AND DEBTORS IN POSSESSION, NUNC PRO TUNC TO THE PETITION DATE, AND MODIFYING CERTAIN TIME-KEEPING REQUIREMENTS OF LOCAL RULE 2016-2

PLEASE TAKE NOTICE that on December 21, 2017 the above-captioned debtors and debtors in possession (the “Debtors”) filed the Debtors’ Application for Entry of an Order,

Pursuant to Sections 327(a) and 328(a) of the Bankruptcy Code, Authorizing the Retention and

Employment of Guggenheim Securities, LLC as Investment Banker for the Debtors and Debtors in Possession, Nunc Pro Tunc to the Petition Date, and Modifying Certain Time-Keeping

Requirements of Local Rule 2016-2 (the “Application”) with the United States Bankruptcy Court for the District of Delaware, 824 North Market Street, 3rd Floor, Wilmington, Delaware 19801

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

PLEASE TAKE FURTHER NOTICE that any responses to the Application must be in writing and filed with the Clerk of the Bankruptcy Court, 824 Market Street, Third Floor,

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.

PHIL1 6700935v.1 Case 17-12906-CSS Doc 174-1 Filed 12/21/17 Page 2 of 4

Wilmington, Delaware 19801, and served upon the undersigned, so as to be received on or before 4:00 p.m., prevailing Eastern Time, on January 4, 2018.

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

2

PHIL1 6700935v.1 Case 17-12906-CSS Doc 174-1 Filed 12/21/17 Page 3 of 4

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

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

PLEASE TAKE FURTHER NOTICE THAT IF YOU FAIL TO RESPOND IN

ACCORDANCE WITH THIS NOTICE, THE COURT MAY GRANT THE RELIEF

DEMANDED BY THE APPLICATION WITHOUT FURTHER NOTICE OR HEARING.

PLEASE TAKE FURTHER NOTICE THAT IF AN OBJECTION IS PROPERLY

FILED AND SERVED IN ACCORDANCE WITH THE ABOVE PROCEDURES, A

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

EASTERN TIME BEFORE THE HONORABLE CHRISTOPHER S. SONTCHI, UNITED

STATES BANKRUPTCY JUDGE FOR THE DISTRICT OF DELAWARE, 824 MARKET

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

OBJECTIONS MADE IN WRITING AND TIMELY FILED WILL BE CONSIDERED BY

THE BANKRUPTCY COURT AT SUCH HEARING.

[Remainder of page intentionally left blank]

3

PHIL1 6700935v.1 Case 17-12906-CSS Doc 174-1 Filed 12/21/17 Page 4 of 4

Dated: December 21, 2017 /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

Proposed Co-Counsel for the Debtors and Debtors in Possession

4

PHIL1 6700935v.1 Case 17-12906-CSS Doc 174-2 Filed 12/21/17 Page 1 of 8

Exhibit A

Proposed Order

PHIL1 6695750v.3 Case 17-12906-CSS Doc 174-2 Filed 12/21/17 Page 2 of 8

IN THE UNITED STATES BANKRUPTCY COURT DISTRICT OF DELAWARE

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

ORDER, PURSUANT TO SECTIONS 327(a) AND 328(a) OF THE BANKRUPTCY CODE, AUTHORIZING THE RETENTION AND EMPLOYMENT OF GUGGENHEIM SECURITIES, LLC AS INVESTMENT BANKER FOR THE DEBTORS AND DEBTORS IN POSSESSION, NUNC PRO TUNC TO THE PETITION DATE, AND MODIFYING CERTAIN TIME-KEEPING REQUIREMENTS OF LOCAL RULE 2016-2

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

and debtors in possession (collectively, the “Debtors”) for entry of an order (i) authorizing the

Debtors to retain and employ Guggenheim Securities as their investment banker pursuant to

sections 327(a) and 328(a) of the Bankruptcy Code, Bankruptcy Rules 2014(a) and 2016, and

Local Rules 2014-1 and 2016-2, nunc pro tunc to the Petition Date, pursuant to the terms of the

Engagement Letter, (ii) waiving certain of the time-keeping requirements set forth in Local Rule

2016-2, and (iii) granting related relief, all as more fully described in the Application; and it

appearing that this Court has jurisdiction over the Application and these Cases pursuant to 28

U.S.C. § 1334 and the Amended Standing Order of Reference from the United States District

Court for the District of Delaware, dated as of February 29, 2012; and it appearing the

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. 2 Each capitalized term used but not otherwise defined herein shall have the meaning ascribed to such term in the Application.

PHIL1 6695750v.3 Case 17-12906-CSS Doc 174-2 Filed 12/21/17 Page 3 of 8

Application is a core proceeding pursuant to 28 U.S.C. § 157(b)(2); and it appearing that notice of the Application and opportunity for a hearing on the Application were appropriate under the circumstances and that no other or further notice need be provided; and this Court having determined that the employment of Guggenheim Securities is necessary and in the best interest of the estates and their creditors; and this Court being satisfied, based on the representations in made in the Erickson Declaration, that Guggenheim Securities does not hold or represent any interest adverse to the Debtors’ estates and is a “disinterested person” as that term is defined in section 101(14) of the Bankruptcy Code; and upon all of the proceedings had before this Court, and after due deliberation and good and sufficient cause appearing therefor, it is hereby

ORDERED, ADJUDGED, AND DECREED THAT:

1. The Application is GRANTED as set forth herein.

2. Pursuant to section 327(a) of the Bankruptcy Code, the Debtors are authorized to retain and employ Guggenheim Securities as their investment banker in these Cases, pursuant to the terms and subject to the conditions set forth in the Engagement Letter, nunc pro tunc to the

Petition Date.

3. Except to the extent set forth herein, the Engagement Letter, including, without limitation, the Fee and Expense Structure, is approved pursuant to section 328(a) of the

Bankruptcy Code, and the Debtors are authorized to pay, reimburse, and indemnify Guggenheim

Securities in accordance with the terms and conditions of, and at the times specified in, the

Engagement Letter.

4. Guggenheim Securities shall file interim and final fee applications for the allowance of compensation and reimbursement of expenses pursuant to the procedures set forth in sections 330 and 331 of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, and any

2 PHIL1 6695750v.3 Case 17-12906-CSS Doc 174-2 Filed 12/21/17 Page 4 of 8

other applicable procedures and orders of the Court; provided, however, that Guggenheim

Securities shall be compensated and reimbursed pursuant to section 328(a) of the Bankruptcy

Code and that Guggenheim Securities’ fees and expenses shall not be evaluated under the standard set forth in section 330 of the Bankruptcy Code. Notwithstanding any provisions to the contrary in this Order, the U.S. Trustee shall have the right to object to Guggenheim Securities’ request(s) for interim and final compensation and reimbursement based on the reasonableness standard provided in section 330 of the Bankruptcy Code, not section 328(a) of the Bankruptcy

Code. This Order and the record relating to the Court’s consideration of the Application shall not prejudice or otherwise affect the rights of the U.S. Trustee to challenge the reasonableness of

Guggenheim Securities’ fees under the standard set forth in the preceding sentence. Accordingly, nothing in this Order or the record shall constitute a finding of fact or conclusion of law binding the U.S. Trustee, on appeal or otherwise, with respect to the reasonableness of Guggenheim

Securities’ fees.

5. In the event that, during the pendency of these Cases, Guggenheim Securities requests reimbursement for any attorneys’ fees and/or expenses, the invoices and supporting time records from such attorneys shall be included in Guggenheim Securities’ fee applications, and such invoices and time records shall be in compliance with the Local Rules, the U.S. Trustee

Guidelines and approval of the Court under the standards of section 330 and 331 of the

Bankruptcy Code, without regard to whether such attorney has been retained under section 327 of the Bankruptcy Code and without regard to whether such attorney’s services satisfy section

330(a)(3)(C) of the Bankruptcy Code. Notwithstanding the foregoing, Guggenheim Securities shall only be reimbursed for any legal fees incurred in connection with these Cases to the extent permitted under applicable law and the decisions of this Court.

3 PHIL1 6695750v.3 Case 17-12906-CSS Doc 174-2 Filed 12/21/17 Page 5 of 8

6. Notwithstanding anything to the contrary in the Bankruptcy Code, the Bankruptcy

Rules, the Local Rules, orders of this Court, or any guidelines regarding submission and approval of fee applications, in light of services to be provided by Guggenheim Securities and the structure of Guggenheim Securities’ compensation pursuant to the Engagement Letter,

Guggenheim Securities and its professionals shall be granted a limited waiver of the information- keeping requirements of Bankruptcy Rule 2016(a), Local Rule 2016-2(d), the U.S. Trustee

Guidelines, and any otherwise applicable orders or procedures of the Court in connection with the services to be rendered pursuant to the Engagement Letter, and shall instead be required only to maintain time records of its services rendered for the Debtors in one-half hour (0.5) increments.

7. The indemnification, contribution and reimbursement provisions included in the

Indemnification Provisions annexed to the Engagement Letter are approved, subject during the pendency of these Cases to the following modifications:

a. subject to the provisions of subparagraphs (b) and (c) below, the Debtors are authorized to indemnify the indemnified persons in accordance with the Engagement Letter for any claim arising from, related to, or in connection with their performance of the services described in the Engagement Letter; provided, however, that the indemnified persons shall not be indemnified for any claim arising from services other than the services provided under the Engagement Letter, unless such services and the indemnification, contribution, or reimbursement therefor are approved by this Court;

b. notwithstanding anything to the contrary in the Engagement Letter, the Debtors shall have no obligation to indemnify any person or provide contribution or reimbursement to any person for any claim or expense that is either (i) judicially determined (the determination having become final) to have arisen primarily from that person’s gross negligence or willful misconduct, or (ii) for a contractual dispute in which the Debtors allege breach of Guggenheim Securities’ obligations under the Engagement Letter unless this Court determines that indemnification, contribution or reimbursement would be permissible pursuant to In re United Artists Theatre Co., 315 F.3d 217 (3d Cir. 2003) or (iii) settled prior to a judicial

4 PHIL1 6695750v.3 Case 17-12906-CSS Doc 174-2 Filed 12/21/17 Page 6 of 8

determination as to sub-clauses (i) or (ii) above, but determined by this Court, after notice and a hearing, to be a claim or expense for which that person should not receive indemnity, contribution, or reimbursement under the terms of the Engagement Letter as modified by this Order; and

c. if, during the pendency of these Cases, the Indemnification Provisions annexed to the Engagement Letter are held unenforceable by reason of the exclusions set forth in subparagraph (b) above (i.e. gross negligence, willful misconduct, or for a contractual dispute in which the Debtors allege the breach of Guggenheim Securities’ obligations under the Engagement Letter, unless the Court determines that indemnification, contribution or reimbursement would be permissible pursuant to United Artists), and Guggenheim Securities or another indemnified person makes a claim for the payment of any amounts by the Debtors on account of the Debtors’ contribution obligations, then the limitations on Guggenheim Securities’ contribution obligations set forth in the third sentence of the fourth paragraph of the Indemnification Provisions annexed to the Engagement Letter shall not apply; and

d. if, before the earlier of (i) the entry of an order confirming a chapter 11 plan in these Cases (that order having become a final order no longer subject to appeal) and (ii) the entry of an order closing these Cases, Guggenheim Securities believes that it is entitled to the payment of any amounts by the Debtors on account of the Debtors’ indemnification, contribution or reimbursement obligations under the Engagement Letter (as modified by this Order), including, without limitation, the advancement of defense costs, Guggenheim Securities must file an application before this Court and the Debtors may not pay any such amounts before the entry of an order by this Court approving the payment; provided, however, that for the avoidance of doubt, this subparagraph (d) is intended only to specify the period of time under which this Court shall have jurisdiction over any request for fees and expenses for indemnification, contribution, or reimbursement and not a provision limiting the duration of the Debtors’ obligation to indemnify Guggenheim Securities. The U.S. Trustee shall retain the right to object to any request for indemnification by Guggenheim Securities.

8. Subject to the requirements of Paragraph 4 above regarding the filing of interim and final fee applications, and notwithstanding anything to the contrary in the Application, the

Engagement Letter or the Erickson Declaration: (a) any Restructuring Transaction Fee payable pursuant to the Engagement Letter shall be in an amount equal to $1,750,000 and shall be payable upon the consummation of the applicable Restructuring Transaction; (b) any Sale

5 PHIL1 6695750v.3 Case 17-12906-CSS Doc 174-2 Filed 12/21/17 Page 7 of 8

Transaction Fee payable pursuant to the Engagement Letter shall be in an amount equal to

$1,750,000 and shall be payable upon the consummation of the applicable Sale Transaction; and

(c) any Financing Transaction Fee payable pursuant to the Engagement Letter shall be payable upon the consummation of the applicable Financing Transaction.

9. Notwithstanding anything in the Application or the Engagement Letter to the contrary, to the extent that Guggenheim Securities uses the services of independent contractors, subcontractors or employees of foreign affiliates or subsidiaries (collectively, the “Contractors”) in these Cases and Guggenheim Securities seeks to pass through, and requests to be reimbursed for, the fees and/or costs of the Contractors to the Debtors, Guggenheim Securities shall (i) pass through the fees of such Contractors to the Debtors at the same rate that Guggenheim Securities pays the Contractors; (ii) seek reimbursement for actual costs of the Contractors only; and (iii) ensure that the Contractors perform the conflicts check required by Bankruptcy Rule 2014 and file with the Court such disclosures as required by Bankruptcy Rule 2014.

10. Guggenheim shall apply the $1,000 in retainer amounts received from the Debtors before the Petition Date first to any prepetition expenses incurred but not reimbursed prepetition, and second to post-petition expenses.

11. Notwithstanding anything in the Application or the Engagement Letter to the contrary, Guggenheim Securities will not seek reimbursement of expenses for office supplies.

12. None of the fees payable to Guggenheim Securities under the Engagement Letter shall constitute a “bonus” or fee enhancement under applicable law.

13. To the extent that there may be any inconsistency between the terms of the

Application, the Erickson Declaration, the Engagement Letter, and this Order, the terms of this

Order shall govern.

6 PHIL1 6695750v.3 Case 17-12906-CSS Doc 174-2 Filed 12/21/17 Page 8 of 8

14. The Debtors and Guggenheim Securities are authorized to take all actions necessary to effectuate the relief granted pursuant to this Order.

15. 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.

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

17. The Court retains jurisdiction and power with respect to all matters arising from or related to interpretation, implementation or enforcement of this Order.

Dated: ______, 2018 Wilmington, Delaware THE HONORABLE CHRISTOPHER S. SONTCHI UNITED STATES BANKRUPTCY JUDGE

7 PHIL1 6695750v.3 Case 17-12906-CSS Doc 174-3 Filed 12/21/17 Page 1 of 28

Exhibit B

Erickson Declaration

PHIL1 6695750v.3 Case 17-12906-CSS Doc 174-3 Filed 12/21/17 Page 2 of 28

IN THE UNITED STATES BANKRUPTCY COURT DISTRICT OF DELAWARE

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

DECLARATION OF STUART ERICKSON IN SUPPORT OF DEBTORS’ APPLICATION FOR ENTRY OF AN ORDER, PURSUANT TO SECTIONS 327(a) AND 328(a) OF THE BANKRUPTCY CODE, AUTHORIZING THE RETENTION AND EMPLOYMENT OF GUGGENHEIM SECURITIES, LLC AS INVESTMENT BANKER FOR THE DEBTORS AND DEBTORS IN POSSESSION, NUNC PRO TUNC TO THE PETITION DATE, AND MODIFYING CERTAIN TIME-KEEPING REQUIREMENTS OF LOCAL RULE 2016-2

I, STUART ERICKSON, hereby state and declare as follows:

1. I am a Senior Managing Director at Guggenheim Securities, LLC (“Guggenheim

Securities”), an investment banking and financial advisory firm with principal offices located at

330 Madison Avenue, New York, New York 10017, as well as at other locations worldwide.

This Declaration is submitted in support of the application (the “Application”)2 of the Debtors

for entry of an order approving the Debtors’ retention and employment of Guggenheim

Securities as their investment banker, nunc pro tunc to the Petition Date, pursuant to sections

327(a) and 328(a) of the Bankruptcy Code.

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

PHIL1 6695750v.3 Case 17-12906-CSS Doc 174-3 Filed 12/21/17 Page 3 of 28

2. Except as otherwise stated in this Declaration, I have personal knowledge of or

have relied upon the knowledge of others employed by Guggenheim Securities with respect to

the matters set forth herein.3 If called to testify, I could and would testify competently to the

facts set forth herein.

3. Guggenheim Securities has agreed to provide financial advisory and investment

banking services to the Debtors pursuant to the terms and conditions set forth in that certain

engagement letter between Guggenheim Securities and the Debtors, dated as of October 9, 2017,

a copy of which is attached to the Application as Exhibit C (the “Engagement Letter”).

4. I believe that Guggenheim Securities and the professionals that it employs are

uniquely qualified to advise the Debtors in the matters for which Guggenheim Securities is

proposed to be employed. Guggenheim Securities is a subsidiary of Guggenheim Partners, LLC

(“Guggenheim Partners”), a global financial services firm. Guggenheim Securities provides a

broad range of advisory services to its clients, including investment banking, securities

brokerage, and other financial advisory services. The investment banking and financial advisory

professionals employed by Guggenheim Securities have been advising clients around the world

for more than twenty (20) years.

5. The Debtors, moreover, have employed Guggenheim Securities since October

2017, during which time Guggenheim Securities professionals have worked closely with the

Debtors’ management and other professionals in preparing for these Cases and become familiar

with the Debtors’ business operations, capital structure, creditors and other matters.4

3 Certain information set forth herein relates to matters (i) contained in Guggenheim Securities’ books and records and (ii) within the knowledge of other Guggenheim Securities’ employees, and is based on information provided by such employees. 4 The Debtors also previously engaged Guggenheim Securities pursuant to an engagement letter dated January 3, 2017, in connection, among other things, with the negotiation of an amendment to their prepetition term loan facility. The Debtors successfully entered into such amendment on July 7, 2017.

2 PHIL1 6695750v.3 Case 17-12906-CSS Doc 174-3 Filed 12/21/17 Page 4 of 28

6. Guggenheim Securities does not believe that the services that it will render on behalf of the Debtors in these Cases will be duplicative of the services performed by any other professional, and Guggenheim Securities will work together with the other professionals retained by the Debtors to minimize and avoid duplication of services.

7. In connection with its retention by the Debtors, Guggenheim Securities researched certain of its internal databases to determine whether Guggenheim Securities had any connections with the entities identified by the Debtors as potential parties-in-interest (the

“Potential Parties in Interest”), including entering the names of the Potential Parties in Interest into a database containing the names of Guggenheim Securities’ current and former investment banking clients. A list of the Potential Parties in Interest is attached hereto as Schedule 1. To the extent that this inquiry has revealed that certain Potential Parties in Interest were current or former investment banking clients of Guggenheim Securities within the past three years, these parties have been identified on a list (the “Match List”) attached hereto as Schedule 2. To the extent that this inquiry has revealed certain other connections with Potential Parties in Interest, such connections may also be identified on the Match List or otherwise described or referenced

(whether generally or specifically by name) elsewhere in this Declaration, in the body of this document and/or in the footnotes. Through the information generated from the aforementioned inquiry and through follow-up inquiries to Guggenheim Securities professionals responsible for certain clients listed on the Match List, Guggenheim Securities has determined that its representation of the clients on the Match List, if any, concerned matters unrelated to the

Debtors.

8. To the best of my knowledge, information and belief, neither Guggenheim

Securities nor any of the Guggenheim Securities professionals expected to assist the Debtors in

3 PHIL1 6695750v.3 Case 17-12906-CSS Doc 174-3 Filed 12/21/17 Page 5 of 28

these Cases is, or was within two years before the commencement of these Cases, a director, an officer, or an employee of the Debtors. Also, to the best of my knowledge, information, and belief, neither the undersigned nor the Guggenheim Securities professionals expected to assist the Debtors are connected to the United States Bankruptcy Judge presiding over these Cases or any person employed by the office of the U.S. Trustee for the District of Delaware.

9. Given the breadth of Guggenheim Securities’ client and customer base, it is possible that Guggenheim Securities may have business relationships with certain of the professionals involved in these Cases. Guggenheim Securities is involved in numerous cases, matters, and transactions involving many different professionals, accountants, and financial consultants, some of whom may represent claimants and parties in interest in these Cases.

Further, Guggenheim Securities may have been in the past, and may be in the future, represented or advised by several attorneys and law firms, some of whom may be involved in these Cases.

Finally, Guggenheim Securities has in the past, and may in the future, work with or against other professionals involved in these Cases in matters wholly unrelated to these Cases. Based upon our current knowledge of the professionals involved in these Cases, and to the best of my knowledge, none of these business relationships constitute interests adverse to the estates.

10. As noted above, Guggenheim Securities is part of a global financial services firm which provides a broad range of services to its clients. Guggenheim Securities’ financial advisory and investment banking services are provided primarily through its investment banking department (the “Investment Banking Department”). Information barriers exist between

Guggenheim Securities’ Investment Banking Department and the remainder of Guggenheim

Securities (including the fixed income and equity sales and trading departments of Guggenheim

Securities (collectively, the “Sales and Trading Department”)), Guggenheim Partners and its

4 PHIL1 6695750v.3 Case 17-12906-CSS Doc 174-3 Filed 12/21/17 Page 6 of 28

affiliates. These information barriers include physical and technological barriers, compliance

and surveillance mechanisms and policies and procedures designed to prevent confidential

information from being shared improperly.5

11. As of the date hereof, Guggenheim Securities and its affiliated and related entities

have approximately 2,500 employees worldwide. It is possible that certain of Guggenheim

Securities’ and its affiliated and related entities’ respective directors, officers, and employees

may have had in the past, may currently have, or may in the future have connections to (i) the

Debtors, (ii) Potential Parties in Interest, or (iii) funds or other investment vehicles that may own

debt or securities of the Debtors or other Potential Parties in Interest. To the best of my

knowledge, and except as otherwise disclosed herein, the Guggenheim Securities professionals

expected to assist the Debtors in these Cases do not have any material business associations with,

or hold any material interests in or adverse to, the Debtors or Potential Parties in Interest. Such

professionals, however, may personally own and/or continue to own securities or other interests

or investments in various of the Potential Parties in Interest (all unrelated to the Debtors and

these Cases).

12. Furthermore, in addition to the parties listed on Schedule 2, Guggenheim

Securities may also represent, or may have represented, affiliates, equity holders and/or sponsors

of the Potential Parties in Interest. Certain of the Potential Parties in Interest may also be

vendors or insurers of Guggenheim Securities and/or have other non-investment banking

relationships with Guggenheim Securities. Guggenheim Securities may also represent, or may

have represented in the past, committees or groups of lenders or creditors in connection with

5 Certain of the Potential Parties in Interest are customers of Guggenheim Securities’ Sales and Trading Department which, as noted above, is separated from Guggenheim Securities’ Investment Banking Department by certain information barriers as described above. Upon request, Guggenheim Securities can provide a list of such customers.

5 PHIL1 6695750v.3 Case 17-12906-CSS Doc 174-3 Filed 12/21/17 Page 7 of 28

certain restructuring or refinancing engagements, which committees or groups include, or included, entities that appear on the Potential Parties in Interest list. Guggenheim Securities believes that none of these business relationships constitute interests adverse to the interests of the Debtors’ estates, and none are in connection with these Cases.

13. As part of their regular business operations, Guggenheim Securities and its affiliated and related entities may trade securities and other instruments of the Debtors and/or the

Potential Parties in Interest on behalf of third parties (some of whom may be parties in interest in these Cases) or on their own behalf, including, without limitation, through Guggenheim

Securities’ Sales and Trading Department. The Sales and Trading Department has hundreds of customers and certain of its customers may include, or be related to, Potential Parties in Interest.

The Debtors, however, are not customers of Guggenheim Securities’ Sales and Trading

Department. Specifically, Guggenheim Securities’ Sales and Trading Department provides certain securities brokerage services and regularly enters into transactions in securities, loans and other financial instruments with or involving other parties as a part of such department’s daily activities. These transactions are generally for the accounts of customers of the Sales and

Trading Department, but may include principal transactions to acquire or sell securities for inventory purposes to facilitate Guggenheim Securities’ market-making business. As a market- maker in equity securities, Guggenheim Securities also enters into securities transactions with other registered broker-dealers as part of its daily activities. Some of these parties and counterparties may hold a claim against the Debtors or otherwise be a party in interest. Any and all such trading operations and market making activities of Guggenheim Securities’ Sales and

Trading Department are separated from Guggenheim Securities’ Investment Banking

Department (including the investment banking professionals working on these Cases) by

6 PHIL1 6695750v.3 Case 17-12906-CSS Doc 174-3 Filed 12/21/17 Page 8 of 28

reasonable and appropriate information barriers, and none of the investment banking professionals working on these Cases will be involved with such trading operations and market making activities in any capacity. Guggenheim Securities believes that none of these business relationships constitute interests adverse to the Debtors and none are in connection with these

Cases.

14. Customers may, through the Sales and Trading Department of Guggenheim

Securities, buy, sell or otherwise effect transactions in securities and other instruments of the

Debtors or other Potential Parties in Interest with Guggenheim Securities acting for the account of such clients. During the pendency of these Cases, any such transactions in securities and other instruments of the Debtors will be effected by Guggenheim Securities’ Sales and Trading

Department on an agency basis only and will not include any principal transactions to acquire or sell such securities or other instruments. Guggenheim Securities will not hold any securities or other instruments of the Debtors on behalf of itself or its affiliated and related entities during the pendency of these Cases.

15. Additionally, certain affiliated and related entities of Guggenheim Securities (the

“Investment Advisor Affiliates”) serve as managers for a number of funds and other investment vehicles (the “Managed Funds”). The Managed Funds are intended principally for investments by third parties unrelated to Guggenheim Securities. However, such investors may also include financial institutions (some of which may be parties in interest in these Cases), or affiliated and related entities of Guggenheim Securities and various of its directors, officers and employees

(some of which may include Guggenheim Securities’ employees providing services in connection with these Cases). Guggenheim Securities’ employees providing services in connection with these Cases have no control over investment decisions or business decisions

7 PHIL1 6695750v.3 Case 17-12906-CSS Doc 174-3 Filed 12/21/17 Page 9 of 28

made for the Managed Funds. With respect to these Managed Funds, Guggenheim Securities makes the following additional disclosures:

(a) Among other things, the Managed Funds are (i) active investors in a number of portfolio companies (the “Equity Investments”), (ii) investors in a variety of debt instruments and mezzanine loans or similar securities (the “Debt Investments” and together with the Equity Investments, the “Fund Investments”); and

(b) The Guggenheim Partners portfolio managers with fund management responsibilities for the Managed Funds maintain investment discretion and control over investment decisions with respect to the Fund Investments unless such investment discretion is outsourced to a third-party fund manager unrelated to Guggenheim Partners. Many financial institutions and parties in interest who may be involved in these Cases may also be investors in the Managed Funds. Moreover the Managed Funds may invest from time to time in Fund Investments of or relating to the Debtors or parties in interest in these Cases. In order to comply with securities laws, and to avoid any appearance of impropriety, the employees of the Managed Funds are strictly separated from the employees of Guggenheim Securities, including Guggenheim Securities’ professionals expected to provide services to the Debtors, by an information barrier, as described in Paragraph 10 above. Consequently, as no confidential information is permitted to be communicated to or received from any Investment Advisor Affiliate by the Guggenheim Securities Investment Banking Department, Guggenheim Securities does not believe that the relationships outlined above constitute adverse interests or render Guggenheim Securities not disinterested in these Cases.

16. Guggenheim Securities also has an affiliate that provides funding solutions for financial institutions as the manager of a series of debt programs (the “Institutional Finance

Group”). Many financial institutions and parties in interest who may be involved in these Cases may also be clients of the Institutional Finance Group and/or investors in one or more of the

Institutional Finance Group’s debt programs. Additionally, certain affiliated and related entities of Guggenheim Securities are insurance companies that may invest in securities or other financial instruments for their own account (the “Insurance Company Affiliates”). The

Insurance Company Affiliates may also retain the services of investment advisors to manage

8 PHIL1 6695750v.3 Case 17-12906-CSS Doc 174-3 Filed 12/21/17 Page 10 of 28

their investment portfolios, which may then invest on behalf of the relevant Insurance Company

Affiliate for its account. Such investments may from time to time include securities or other

financial instruments of or relating to the Debtors or Potential Parties in Interest. In order to

comply with securities laws, and to avoid any appearance of impropriety, the employees of the

Institutional Finance Group and the Insurance Company Affiliates are strictly separated from the

employees of Guggenheim Securities, including Guggenheim Securities’ professionals expected

to provide services to the Debtors, by an information barrier, as described in Paragraph 10 above.

Guggenheim Securities does not believe that the relationships outlined above constitute interests

adverse to the Debtors, and none are in connection with these Cases.

17. Guggenheim Securities also has a research department that publishes equity

research (the “Equity Research Department”). Consistent with applicable legal and regulatory

requirements, Guggenheim Securities has adopted policies, procedures, and information barriers

to maintain the independence of the Equity Research Department’s personnel. During the course

of these Cases, Guggenheim Securities’ research analysts may hold views, make statements or

investment recommendations, or publish research reports with respect to the Debtors or other

Potential Parties in Interest. Such views may or may not differ from the views of Guggenheim

Securities’ Investment Banking Department personnel.6

18. The Debtors have numerous creditors and relationships with various individuals

and entities that may be parties in interest in these Cases. Consequently, although every

reasonable effort has been made to identify such connections, in the manner outlined above,

Guggenheim Securities is unable to state with certainty whether any of its clients or an affiliated

entity of a client holds a claim or otherwise is a party in interest in these Cases. Additionally,

6 The Equity Research Department has made statements or investment recommendations or published research reports with respect to certain of the Potential Parties in Interest. Upon request, Guggenheim Securities can provide a list of such Potential Parties in Interest.

9 PHIL1 6695750v.3 Case 17-12906-CSS Doc 174-3 Filed 12/21/17 Page 11 of 28

Guggenheim Securities may be involved in litigation from time to time that may, or may in the future, involve entities that may be parties in interest in these Cases. If Guggenheim Securities discovers any information that is contrary to or pertinent to the statements made herein,

Guggenheim Securities will promptly disclose such information to the Court. Also, as noted above, Guggenheim Securities is part of a global financial services firm and thus has several legally separate and distinct foreign and domestic affiliated and related entities. Although employees of certain affiliated and related entities may sometimes assist Guggenheim Securities in connection with a restructuring engagement, as Guggenheim Securities is the only entity being retained in these Cases, the Match List described in Paragraph 7 above reflects solely such

Potential Parties in Interest that are or were current or former investment banking clients of

Guggenheim Securities, and not of all of its affiliated and related entities.

19. During the 90 days before the Petition Date, Guggenheim Securities was paid in the ordinary course certain fees and expenses due under the Engagement Letter. Specifically,

Guggenheim Securities was paid the Monthly Fees due for October and November 2017 and related expense reimbursements in the aggregate amount of $211,268.54 on November 20, 2017

(shortly after the Engagement Letter was signed in early November 2017). Guggenheim

Securities was also paid the Monthly Fee due for December 2017, related expense reimbursements, and a $1,000.00 advance against expenses in the aggregate amount of

$140,471.05 on December 8, 2017. Guggenheim Securities will apply the $1,000 in retainer amounts received from the Debtors before the Petition Date first to any prepetition expenses incurred but not reimbursed prepetition, and second to any post-petition expenses.

10 PHIL1 6695750v.3 Case 17-12906-CSS Doc 174-3 Filed 12/21/17 Page 12 of 28

20. For the reasons set forth in this Declaration, Guggenheim Securities believes that it is (a) disinterested as defined in the Bankruptcy Code and (b) does not hold or represent any interest adverse to the Debtors’ estates.

21. The Fee and Expense Structure set forth in the Application is consistent with

Guggenheim Securities’ typical fee for work of this nature. The fees are set at a level designed to compensate Guggenheim Securities fairly for the work of its professionals and assistants and to cover fixed and routine overhead expenses. It is Guggenheim Securities’ policy to charge its clients for all disbursements and expenses incurred in connection with its services.

22. It is not the general practice of investment banking firms to keep detailed time records similar to those customarily kept by attorneys. Guggenheim Securities’ restructuring professionals, when formally retained in chapter 11 cases, and when required by local rules, do, and in these Cases will, keep time records in half-hour increments describing their daily activities and the identity of persons who performed such tasks.

23. The Fee and Expense Structure is comparable to those generally charged by investment banking firms of similar stature to Guggenheim Securities and for comparable engagements, both in and out of court, and reflects a balance between a fixed, monthly fee, and contingent amounts which are tied to the consummation and closing of a transaction as contemplated in the Engagement Letter.

24. The Engagement Letter was negotiated at arm’s length and in good faith, and I believe that the provisions contained therein are reasonable terms and conditions of Guggenheim

Securities’ employment by the Debtors. With respect to the Engagement Letter’s indemnification provisions, unlike the market for other professionals that a debtor or committee may retain, indemnification is a standard term of the market for investment bankers. The

11 PHIL1 6695750v.3 Case 17-12906-CSS Doc 174-3 Filed 12/21/17 Page 13 of 28

indemnity, moreover, is comparable to those generally obtained by investment banking firms of similar stature to Guggenheim Securities and for comparable engagements, both in and out of court.

25. Other than as set forth above, there is no proposed arrangement between the

Debtors and Guggenheim Securities for compensation to be paid in these Cases. Guggenheim

Securities has no agreement with any other entity to share any compensation received, nor will any be made, except as permitted under section 504(b)(1) of the Bankruptcy Code.

26. The foregoing constitutes the statement of Guggenheim Securities pursuant to section 504 of the Bankruptcy Code, and Bankruptcy Rules 2014(a) and 5002.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

12 PHIL1 6695750v.3 Case 17-12906-CSS Doc 174-3 Filed 12/21/17 Page 14 of 28

I declare under penalty of perjury that the foregoing statements are true and correct to the best of my knowledge, information and belief.

Dated: December 21, 2017 GUGGENHEIM SECURITIES, LLC

/s/ Stuart Erickson Stuart Erickson Senior Managing Director

PHIL1 6695750v.3 Case 17-12906-CSS Doc 174-3 Filed 12/21/17 Page 15 of 28

Schedule 1

Potential Parties in Interest

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Bankruptcy Judges LeComte, Pierre Leibowitz, Rob Carey, Kevin J. Lovell, Steve Gross, Kevin Macha, Alicia Shannon, Brendan L. Majmudar, Suchit Miles, Diane Silverstein, Laurie Selber Moser, Jennifer Sontchi, Christopher S. Mullin, Hadley Walrath, Mary F. NDM CC Investments LLC O'Hara, James Common & Preferred Stockholders Osborne, Johnathan Panos, Alex Agro Industrial Investment Paredes, Silvia Allen, Kimberly Perez, Rebecca Arnold, Susana Nelson Polze, Ervin Bassett, Rob Red Sands LLC Batts, Ron Robert Mark Leibowitz & Ilene Dawn Boger, Andrea Leibowitz Family Trust Brazelton, Fred Romo, Kasia Chanaratsopon, Charles J. Rose, James Charles J. Chanaratsopon Trust Rutledge, Robyn Lawrie Chopra, Ekta Sanchez, Tony Cline, Keith A., Jr. Seis Holdings LLC Contreas, Roberto Short, Lindsay Costello, Dan Siegal, Gabe Cugini, Eve Siegel, Elizabeth Daswani, Nash Sonderfan, Jamie Daswani, Renu Taylor Chanaratsopon Trust Esserman, Charles Tran, Tom Fadhouli, Patty TSG6 LP Fain, Jason Van Hamme, Barbara Fairbanks, Jonathan Barcroft Wedemeier, Catherine Fitzgerald, Tom Weng, Ally Gadus, Tim Wertsch, Wally Garf, John Williams, Archie Kent Geston, Laurie Wong, Ed Hancock Park Woods, Scott Hancock Park Capital III LP Zylman, Adam C. Hart, Karen Hennings, Niel Contract Counterparties Henritze, Tyler Kahya, Melis 1721 Group, The Kirkpatrick, John A&H Worldwide Kleman, Charles Accruent LLC Krumrei, Brian AccuData Layman, Michael AccuData Systems

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ADP Consumer Testing Technology Co. Ltd. All Tag ConvergeDirect Alpheus Conversant LLC American Express Cornerstone OnDemand Inc. Applied Predictive Technologies Inc. Criteo Aptos Canada Inc. Curalate Inc. Aptos Inc. CyberSource Arthur J. Gallagher & Co. Dell Asset Bank DialPad NDA Automic Diversified Distribution Systems LLC Bass Security Services Inc. DMA Bay Area Compliance Laboratories Corp. Donnelly Communications Inc. Benefitfocus.com Inc. DropBox Bitbucket EarthLink Business Blackhawk Network Inc. Ebates Performance Marketing Inc. BloomReach Inc. Ecova Inc. Blue Dot Safes Enterprise Fleet Management Inc. Bluecore Inc. Equifax BlueJeans Network Experian Marketing Solutions Inc. Boston Consulting Group Experis US Inc. Braintree FedEx Briggs Equipment GPShopper LLC Bureau Veritas Consumer Products Services Groupon Inc. Inc. Guidance Solutions Inc. C2 Imaging Harland Clarke Co. CallFire Heartland IT Consulting LLC Canon Solutions America HipChat Cardlytics Inc. HireClix Agreement CashStar Inc. HireRight Celebros Inc. Hong Kong Export Credit Insurance Corp. Chase Paymentech Hove, Aaron Chroma Ventures HYG Financial CIC Plus Inc. i3 International Cintas Corp. Illinois Wholesale Cisco Spark Infernotions Technologies Ltd. CJ Affiliate by Conversant Innotas Clipper Magazine Interactive Communications International Cloud Cover Media Inc. NDA Inc. Cloud4Wi Iron Mountain Information Management Cognizant JDA Comdata JDA Software Inc. Concur Technologies Inc. JIRA Confluence Just Enough Software Connexity Inc. Kelly Mitchell Group Inc. Consumer Products Safety Testing & Keywise Capital Management HK Ltd. Inspection Co. Ltd. Kronos

2 PHIL1 6695750v.3 Case 17-12906-CSS Doc 174-3 Filed 12/21/17 Page 18 of 28

Labtest International Inc. Segerdahl Corp., The Legacy Paper & Packaging ServiceChannel.com Inc. LF Logistics USA LLC SGS North America Inc. LiveIntent Inc. Shenzhen Testing Services LivingSocial Inc. Shipping & Transit LLC Lockton Enterprises Inc. Shopkick Inc. LogMeIn ShopperTrak RCT Corp. Mailgun Shred-It USA LLC MainFreight Sidecar Interactive Inc. Manthan Software Services Pvt. Ltd. Simplify. Inc. Metro Tech Service Corp. Slade Industries Inc. Microsoft SMART Agents LLC Modern Testing Services Co. Ltd. SMS Assist Mood Media Social Annex MT Quality Care Corp. Software Paradigms International LLC Neoglory Holdings Group SolarWinds News America Marketing FSI Speciality Lighting Group OLR America Inc. Standard & Poor's Ratings Services Onestop Internet Inc. Staples Opterus Inc. Stemmons Business Services Pvt. Ltd. Optimizely Stony Apparel Corp . Oracle America Inc. Stored Value Solutions Paradysz Inc. Stylitics Inc. PayPal Swagger Films LLC Penske Taboola Inc. Pepperjam LLC TALX Phrasee Thomson Reuters Pomeroy IT Solutions Thomson Reuters Tax & Accounting Powerfront Tracker Corp. PRC Corp. Trintech Inc. Priority Fulfillment Services Inc. True Story Inc. Prodege TurnTo Networks Inc. ProLease TÜV Rheinland of North America Inc. Protection1 TW Telecom PTC Twentieth Century Fox Licensing & Purolator Inc. Merchandising Quench U-Change Lock Industries ReachDynamics LLC UL Verification Services Inc. Reflektion UMG Recordings Inc. Republic Records VanDyke Software RGIS LLC Ve Interactive RioSoft Holdings VM Ware RMG Media Vtec Innovation Corp. Robofirm West Publishing SAF Group Management Inc. Xanadu Enterprise Shanghai Ltd. Schawk Inc. XONEX Relocation LLC

3 PHIL1 6695750v.3 Case 17-12906-CSS Doc 174-3 Filed 12/21/17 Page 19 of 28

Yottaa Inc. Azarian Group Zhejiang RTS Test Co. Ltd. Bayer Properties LLC Zoho BEI-Beach LLC Insurance – PFA Boyer Co., The Brandolini Cos. Affiliated FM Insurance Co. Brixmor AIG Broadstone Land LLC American Bankers Insurance Co. of Florida BV Waco Central Texas Marketplace Argo Cafaro Barbican CAPREF Tannehill LLC Chubb Carlyle/Cypress Leesburg I LLC Fireman’s Fund Insurance Castle & Cooke Corona Crossing I Inc. Great American Insurance CASTO Ironshore CBL Lloyd's of London Centennial Real Estate Co. Mt. Hawley Insurance Co. CenterCal Nationwide Centergy Retail Navigators CH Realty VII/R Shreveport Bellemead LLC Tarian Chesterfield Mall LLC Zurich American Insurance Chino Dunhill LLC Zurich North America CIRE Investment Bankers City Place Retail LLC Clifton Lifestyle Center LLC Bank of America Merrill Lynch Colliers International Guggenheim Partners Colony Place Development LLC Morgan Stanley Core Property Cornerstone Holding LP Landlords CPP Streets of Chester LLC CPT Arlington Highlands 1 LP 445 Fifth Avenue Associates LLC Cushman & Wakefield 735 Collins Avenue Realty LLC DDR Alamo Stonecrest Holdings LLC DE Park Avenue 10940 LLC Alamo Vista Holdings LLC Destin Commons Phase III Ltd. Allied Development of Alabama Donahue Schriber AmCap Easton Gateway LLC American Realty Capital Edwards Realty Co. ARCP Eric LLC ArrowRock Champions Stonebridge LLC Fairbourne Properties ArrowRock Westover Village LP FBG Harriman Upper Retail LLC Aundrea LLC Federal Realty

4 PHIL1 6695750v.3 Case 17-12906-CSS Doc 174-3 Filed 12/21/17 Page 20 of 28

Fidelis Realty Manchester Mall Associates LLC Forest City Medvest Inc. Forest City Management Midland Empire Retail LLC G&I VII Redmond Retail Holdings LP Midway CC Venture I LP GG&A Central Mall Partners LP - Morguard Texarkana MP Shops at Highland Village LLC GGP New Quest GLL US Retail LP Northwood PL Holdings LLC Grace Business Holdings LLC NPP Development LLC Greenridge Shops Inc. NT Dunhill I LLC Guildford Town Center NWSL Town Center LLC Hartman Simons & Wood LLP Olshan Properties Heritage Square Ventures LLC Pacific Castle Hill Management Services Pagosa Partners Ltd. Hill Partners Park West Retail I LLC Hines Peterson Cos., The HOA Hospitality LLC Pine Tree LLC IMI MTLR LLC POAG Inland Real Estate Group of Cos. Inc., The PR Plymouth Meeting LP IRC Price Edwards Irvine Co. Prudential RE Investors Jamestown Urban Management QIC Properties JBG/Woodbridge REIT LLC Ramco-Gershenson Properties Trust JCC California Properties Randhurst Improvements LLC Jeffrey R. Anderson Ravid Lake St. Louis II LLC JLL Red Development LLC Kimco REDICO Kite Realty Regency Centers KRE Colonie Owner LLC Renaissance at Colony Park Ladder Capital Finance LLC Retail Opportunity Investments Partnership Las Vegas Sands Corp. Retail Properties Group Lauricella Land Co. Roseville Fountains LP, The LCFRE Sugar Land Town Square LLC Rouse Properties Inc. Leeds Retail Center LLC RPAI Levin Management Corp. RREEF America REIT II Corp. HH LPF Samuels & Associates Hingham LLC LTC Retail LLC SBC Hopper LLC M&J Big Waterfront Holdings SC Plaza LLC Macerich Co. ShopCore Properties Madison Marquette Sierra Assets Group LLC Madison Marquette Retail Services LLC Simon Property Group Inc.

5 PHIL1 6695750v.3 Case 17-12906-CSS Doc 174-3 Filed 12/21/17 Page 21 of 28

Singerman Real Estate Litigation Singerman Real Estate LLC Southglenn Property Holdings LLC Allen, Richard Stark Enterprises California, State of, Labor Commission Starwood Carrozza, Peter Stirling Properties LLC Christian Smith & Jewell LLP Stone Creek Village Shopping Center LLC Davis, Christine Streets of Tanasbourne, The Giannoulias, Stravos S. SVF Holding RE Investment Trust Greenbaum, Daniel Tabani Greene, Sean Tanger Hilferty, Michael P. Taubman Co. LLC, The Keshishian, Milord A. Thalhimer McAdory, Bradley TIAA Milord & Associates PC Tivoli Village Mitchell, Alex TL Street Marketplace Pads NE LLC New York, State of, Division of Human Rights Town Square West LLC Nichols, Timothy D. Trademark Property Co. Redish, Gary TSW 2015 LLC Richardson, Mathew US Properties Group Smith, Joseph Paul USAA Real Estate Co. Trial Lawyers Advocacy Group Vaughan Mills VEREIT United States, Government of the, National Labor Relations Board Vestar Vegeler, Robert Owen Village at Gulfstream Park LLC Yeroushlami, Reuben W/A SVT Holdings VI LLC Wayside Commons Investors LLC Officers & Directors Weingarten Western B South TN LLC Adamek, Rob Westfield Bellon, Al Westland Mall Realty Carroll, Traci Williamsburg Developers LLC Chanaratsopon, Charles J. Wilmorite Fitzgerald, Thomas Woodbury Corp. Fourticq, Michael J., Sr. Woodmont Co., The Krauter, Lana WPG Lovell, Stephen F. WS Development Meyer, Larry YTC Butterfield Owner LLC Tejeida, Martha Zenith Investment Grantor Trust Tilton, Mike Watler, Kenneth G., Jr. Woods, Scott A.

6 PHIL1 6695750v.3 Case 17-12906-CSS Doc 174-3 Filed 12/21/17 Page 22 of 28

Professionals Charming Charlie Logistics China Business Trust CC Global FZE, Trustee Chinese CFC A&G Realty Partners Charming Charlie Manhattan LLC AlixPartners Charming Charlie USA Inc FTI Poseidon Partners CMS Inc Guggenheim Partners Joele Frank Taxing Authorities Klein, Jeffrey A., Esq. Morgan Lewis Adams, County of (CO), Treasurer Paul Weiss Alabama, State of, Department of Revenue Retail Lease Authority Arizona, State of, Department of Revenue Arkansas, State of, Department of Finance Secured Lenders British Columbia, Province of (Canada), Ministry of Finance Apollo Global Management LLC Caddo, Parish of (LA), Sheriff's Office CION Investment Management LLC Calcasieu, Parish of (LA), Tax Collector Congruent Investment Partners LLC California, State of, Board of Equalization EN Investment Co. Canada, Government of, Revenue Agency Halcyon Loan Management LLC Colorado, State of, Department of Revenue LCM Asset Management LLC Connecticut, State of, Department of Marathon Asset Management Revenue Medley Capital LLC East Baton Rouge, Parish of (LA) PennantPark Investment Advisors Florida, State of, Department of Revenue PineBridge Investments Fort Bend, County of (TX), Tax Assessor- Stone Tower Capital Collector THL Credit Senior Loan Strategies LLC Georgia, State of, Department of Revenue Harris, County of (TX), Tax Assessor- Subsidiaries Collector Idaho, State of, Tax Commission Charming Charlie Canada LLC Illinois, State of, Department of Revenue Charming Charlie Global (Shanghai) Indiana, State of, Department of Revenue Trading (Chinese WFOE) Iowa, State of, Department of Revenue Charming Charlie Global Beneficiary One Jefferson, Parish of (LA) Cayman Islands Kansas, State of, Department of Revenue Charming Charlie Global Beneficiary Two Kentucky, Commonwealth of, Department Cayman Islands of Revenue Charming Charlie Global Cayman Islands Louisiana, State of, Department of Revenue Charming Charlie Global FZE (Dubai) Maricopa, County of (AZ), Treasurer Charming Charlie Global UK Limited Maryland, State of, Comptroller Charming Charlie Holdings Inc Massachusetts, Commonwealth of, Charming Charlie International LLC Department of Revenue Charming Charlie LLC

7 PHIL1 6695750v.3 Case 17-12906-CSS Doc 174-3 Filed 12/21/17 Page 23 of 28

Michigan, State of, Department of Treasury All States Services Minnesota, State of, Department of Revenue Ameren Illinois Mississippi, State of, Department of Ameren Missouri Revenue Appalachian Power Missouri, State of, Department of Revenue Arizona Public Service Electric Co. Nebraska, State of, Department of Revenue AT&T - EFT Nevada, State of, Department of Taxation AT&T Mobility New Jersey, State of, Division of Taxation Birch Communications New Mexico, State of, Department of BrightRidge Taxation Buford, City of (GA) New York, State of, Department of Tax Carroll Electric Cooperative Corp. North Carolina, State of, Department of Champion Energy Services LLC Revenue Cleco Power LLC Nueces, County of (TX), Tax Assessor- College Station, City of (TX), Utilities Collector Comcast Ohio, State of, Department of Taxation ComEd Oklahoma, State of, Tax Commission Con Edison Pennsylvania, Commonwealth of, Constellation NewEnergy Department of Revenue Constellation NewEnergy - Texas Saint Tammany, Parish of (LA), Collector San Francisco, County of (CA), Tax Consumers Energy Collector Corporate Services Consultants LLC Smithfield, Town of (RI), Tax Collector CPS Energy South Carolina, State of, Department of DeltaCom Revenue Direct Energy South Windsor, Town of (CT), Tax Dominion VA/NC Power Collector Duke Energy Tennessee, State of, Department of Revenue Duke Energy Progress Texas, State of, Comptroller Dynegy Energy Services Utah, State of, Tax Commission EnergyWorks Lancaster LLC Virginia, Commonwealth of, Department of ENGIE Resources Taxation Entergy Arkansas Inc. Washington, State of, Department of Entergy Louisiana Inc. Revenue Entergy Mississippi Inc. West Hartford, Town of (CT), Tax Collector Entergy Texas Inc. Wisconsin, State of, Department of Revenue Eversource Energy Utilities Florida Power & Light Co. Fort Collins, City of (CO), Utilities Gainesville Regional Utilities (FL) AEP Georgia Power Alabama Power GGP-Grandville LLC All States Mall Services II Gulf Power

8 PHIL1 6695750v.3 Case 17-12906-CSS Doc 174-3 Filed 12/21/17 Page 24 of 28

Hingham Municipal Lighting Plant (MA) San Diego Gas & Electric Illuminating Co., The Sawnee EMC International Environmental Management South Louisiana Electric Cooperative (LA) Jersey Central Power & Light Southern California Edison Kansas City Board of Public Utilities (KS) Southwestern Electric Power Kansas City Power & Light Co. Sustainable Solutions Group Keter Environmental Services Inc. Tampa Electric Co. Level 3 Communications LLC TOG Inc. Los Angeles Department of Water & Power Verizon Wireless (CA) Waste Management Memphis Light Gas & Water Division We Energies MidAmerican Energy Co. Wisconsin Electric/Gas Modesto Irrigation District (CA) Withlacoochee River Electric Cooperative Murfreesboro Electric Department (TN) Xcel Energy Nashville Electric Service Vendors National Grid - Massachusetts Newnan Utilities - Georgia Northern States Power Co. 1721 Group LLC, The Northern Virginia Electric Cooperative 445 Fifth Avenue Associates LLC NV Energy 735 Collins Avenue Realty LLC Ohio Edison Aetna Life Insurance Co. Oklahoma Gas & Electric Service Alabama, State of, Department of Revenue Olympic III Mall Services American Assets Trust LP Olympic IV Mall Services American Exchange Omaha Public Power District (NE) American Express Pacific Gas & Electric American Realty Capital Retail Operating Pacific Power Partnership LP PECO AN Enterprises Polaris Energy Services Annapolis Mall LP Portland General Electric Aosheng Leather Co. Ltd. Potomac Electric Power Co. Applied Predictive Technologies Inc. PSEGLI Aptos Canada Inc. Public Service Co. of Colorado Arizona, State of, Department of Revenue Public Service Electric & Gas Co. Arthur J. Gallagher & Co. Insurance Puget Sound Energy Brokers of California Inc. Rancho Cucamonga, City of (CA) Asean Corp. Ltd., The Riviera Utilities Audio Technology of New York Inc. Rocky Mountain Power Avenues Mall Roseville, City of (CA) Battlefield Mall LLC Sacramento Municipal Utility District (CA) Baybrook LPC LLC Salt River Project Bayer Retail Co. VI LLC

9 PHIL1 6695750v.3 Case 17-12906-CSS Doc 174-3 Filed 12/21/17 Page 25 of 28

BBase IDG Ltd. Fantas-Eyes BCNY International Fantas-Eyes Inc. Berkshire Fashions Inc. Fashion Show Mall LLC Berry Jewelry FC Yonkers Associates LLC BH Cosmetics FedEx Black Diamond Accessories Finnegan Henderson Farabow Garret & BRE Industries Inc. Dunne LLP C2 Imaging LLC Florida Mall Associates Ltd. California, State of, Board of Equalization Florida, State of, Department of Revenue CenterCal LLC Formation Brands LLC Changsheng Jewelry Ltd. Fragments Holding LLC Changshu Huaxing Cloth Manufacturing Freemall Associates LLC CJS Group LP Galleria at Wolfchase LLC Clear Thinking Group LLC Georgia, State of, Department of Revenue Clifton Lifestyle Center LLC GG International Coconut Point Town Center LLC GGP LP Collection 18 GGP Staten Island Mall LLC Colorado, State of, Department of Revenue GGP Tucson Mall LLC Concord-Mei International Ltd. GGP/Homart II LLC Connecticut, State of GGPLP LLC Cornerstone OnDemand Inc. GGPLP Real Estate Inc. Criteo Corp. Golden Fashion Accessory HK Co. Ltd. DCK Concessions Canada Inc. Google Inc. DDR Corp. Grace Business Holdings LLC DE Park Avenue 10940 LLC Grace Speed Ltd. Del Cesca FOB GreatWisely Development Co. Ltd. Dezine News Inc. Green Hills Mall TRG LLC Dimitriou Central III LLC GSCM LLC Diversified Distribution Systems LLC Guggenheim Securities LLC Domain II LLC, The HB Brands Inc. Donahue Schriber Realty Group HongKong K&J Fashion Co. Ltd. Donnelly Communications Inc. Hot Sox DuCharme McMillen & Associates Inc. Hung Mei Hong Kong Ltd. Ecova Inc. Icon Eyewear ELF Cosmetics Inc. Illinois, State of, Department of Revenue Emanuel Geraldo Accessories Inc. Indiana, State of, Department of Revenue Equity One Northeast Portfolio Inc. Inland Southwest Management Eric LLC Institutional Mall Investors LLC Ernst & Young LLP IPFS Corp. Experian IR Accessories Pvt. Ltd. Falls Shopping Center Associates LLC, The Ivanhoe Cambridge II Inc.

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Ji Yuan International Corp. New York, State of, Department of Taxation Just Julez Inc. & Finance Kansas, State of, Department of Revenue NH-K Retail LLC Kasinda Ltd. Norterra West LLC Kenth Productions LLC North Carolina, State of, Department of Knock Knock LLC Revenue Krazy Kat Sportswear LLC NPP Development LLC Krishna Beads Industries NY Style Inc. Kronos Nylon Inc. LaChic Designs Ohio, State of, Department of Taxation LDC Inc. OK Originals Legacy Paper & Packaging OLR America Inc. Leukon Inc. Onestop Internet Inc. LF Centennial Pte. Ltd. Oracle America Inc. LF Logistics USA LLC Orland Park Crossing II LLC Links Holdings LLC Paul Weiss Rifkind Wharton & Garrison Livingston International Inc. LLP Loughlin Management Partners & Co. Inc. Pearl Global Industries Ltd. Louisiana, State of, Department of Revenue Pennsylvania, Commonwealth of, & Taxation Department of Revenue Macerich Deptford LLC Pheasant Lane Mall Maesa LLC Pink Rose Mainfreight Inc. Pomeroy IT Solutions Sales Co. Inc. Mall of Georgia LLC Premiere Jewellery Inc. Manchu Times Fashion Ltd. PrimeTime NYC Manthan Software Services Pvt. Ltd. Priority Fulfillment Services Inc Marcus Adler Glove Co. PRISA LHC LLC Market Street Retail South LLC Providence Town Center LP Maryland, State of, Comptroller Punch Fashions Massachusetts, Commonwealth of, Radial South LP Department of Revenue Ramco-Gershenson Properties LP Medvest Inc. RAND Accessories Inc. Michigan, State of Resource Solution One Inc. Minnesota, State of, Department of Revenue Rolla Coster Inc. Missouri, State of, Department of Revenue Rome International Handbag Co. Ltd. Moa Moa Roseville Fountains Delaware LLC Morguard Investment Ltd. RZX International Fashion Co. Ltd. Nebraska, State of, Department of Revenue Sarina Nevada, State of, Department of Taxation Scottsdale Fashion Square LLC New Jersey, State of, Division of Taxation Segerdahl Corp., The ServiceChannel.com Inc.

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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 Accounts Thomson Industrial Development Ltd. 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 Taxation Washington, State of, Department of Revenue Watters Creek Investors LLC Wells Fargo Westcor San Tan Village LLC Western B South LLC Xanadu Enterprise Shanghai Ltd.

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Schedule 2

Client Match List

The following Potential Parties in Interest and/or their affiliates are current or former clients of Guggenheim Securities’ investment banking department: Apollo Global Management Chubb Corp Comcast Corp Direct Energy Duke Energy Corp Engie Morgan Stanley National Grid Plc Ohio Edison Staples THL Creditor Senior Loan Strategies Thomson Reuters Corp TSG6 LP Verizon

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Exhibit C

Engagement Letter

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