Chapter 11 ) STAGE STORES, INC., Et Al.,1 ) Case No

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF TEXAS HOUSTON DIVISION

) In re: ) Chapter 11 ) STAGE STORES, INC., et al.,1 ) Case No. 20-32564 (DRJ) ) Debtors. ) (Jointly Administered) )

APPLICATION OF DEBTORS AND DEBTORS-IN-POSSESSION TO RETAIN JACKSON WALKER LLP AS CO-COUNSEL AND CONFLICTS COUNSEL FOR THE DEBTORS AND DEBTORS-IN-POSSESSION

THIS APPLICATION SEEKS ENTRY OF AN ORDER THAT MAY ADVERSELY AFFECT YOU. IF YOU OPPOSE THE APPLICATION, YOU SHOULD IMMEDIATELY CONTACT THE MOVING PARTY TO RESOLVE THE DISPUTE. IF YOU AND THE MOVING PARTY CANNOT AGREE, YOU MUST FILE A RESPONSE AND SEND A COPY TO THE MOVING PARTY. YOU MUST FILE AND SERVE YOUR RESPONSE WITHIN 21 DAYS OF THE DATE THIS WAS SERVED ON YOU. YOUR RESPONSE MUST STATE WHY THE APPLICATION SHOULD NOT BE GRANTED. IF YOU DO NOT FILE A TIMELY RESPONSE, THE RELIEF MAY BE GRANTED WITHOUT FURTHER NOTICE TO YOU. IF YOU OPPOSE THE APPLICATION AND HAVE NOT REACHED AN AGREEMENT, YOU MUST ATTEND THE HEARING. UNLESS THE PARTIES AGREE OTHERWISE, THE COURT MAY CONSIDER EVIDENCE AT THE HEARING AND MAY DECIDE THE APPLICATION AT THE HEARING.

REPRESENTED PARTIES SHOULD ACT THROUGH THEIR ATTORNEY.

TO THE CHIEF UNITED STATES BANKRUPTCY JUDGE DAVID R. JONES:

Stage Stores, Inc., and its subsidiaries as debtors and debtors in possession (collectively, the “Debtors”) by and through their proposed, undersigned counsel, file this Application of

Debtors and Debtors-in-Possession to Employ Jackson Walker LLP as Co-Counsel and Conflicts

Counsel for the Debtors and Debtors-in-Possession (the “Application”) and in support thereof, would show the Court as follows:

1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number, are: Stage Stores, Inc. (6900) and Specialty Retailers, Inc. (1900). The Debtors’ service address is: 2425 West Loop South, Houston, Texas 77027. 1

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I. JURISDICTION AND VENUE

1. The United States Bankruptcy Court for the Southern District of Texas

(the “Court”) has jurisdiction over this matter pursuant to 28 U.S.C. § 1334. This matter is a core proceeding within the meaning of 28 U.S.C. § 157(b). The Debtors confirm their consent, pursuant to Rule 7008 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), to the entry of a final order by the Court.

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

3. The bases for the relief requested herein are §§ 327 and 330 of title 11 of the United

States Code, 11 U.S.C. §§ 101-1532 (the “Bankruptcy Code”), Bankruptcy Rules 2014(a) and

2016, and rules 2014-1 and 2016-1 of the Bankruptcy Local Rules for the Southern District of

Texas (the “Bankruptcy Local Rules”).

II. BACKGROUND

4. On May 10, 2020 (the “Petition Date”), the Debtors filed their voluntary petitions for relief under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”).

The Debtors are debtors-in-possession pursuant to §§ 1107(a) and 1108 of the Bankruptcy Code.

No trustee or examiner has been appointed in this case.

5. A description of the background of the Debtors and the events leading up to the filing of the voluntary petitions by the Debtors is provided in the Declaration of Elaine D. Crowley,

Chief Restructuring Officer of Stage Stores, Inc. in Support of Debtor’s Chapter 11 Petitions and

First Day Motions (the “First Day Declaration”) [Docket No. 26].

6. The Debtors are apparel, accessories, cosmetics, footwear, and home goods retailers that operate department stores under the Bealls, Goody’s, Palais Royal, Peebles, and Stage brands and off-price stores under the Gordmans brand. The Debtors employ approximately

14,694 employees, who operate approximately 700 stores across forty-two states. The Debtors’ 2

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department stores predominately serve small towns and rural communities, and the Debtors’ off- price stores are mostly located in mid-sized Midwest markets. The Debtors’ 2019 revenue was approximately $1.6 billion.

III. RELIEF REQUESTED

7. The Debtors desire to employ the law firm of Jackson Walker LLP (the “Firm”),

1401 McKinney Street, Suite 1900, Houston, Texas 77010, (713) 752-4200 (telephone),

(713) 752-4221 (facsimile), to serve as their co-counsel and conflicts counsel in this case, in accordance with the conditions set forth in that certain Engagement Letter between the Debtors and the Firm (the “Engagement Letter”), a copy of which is attached hereto as Exhibit A, and incorporated herein by reference.

8. In support of the Application, the Debtors submit the Declaration of Matthew D.

Cavenaugh (the “Cavenaugh Declaration”), a partner of the Firm, which is attached hereto as

Exhibit B.

A. Necessity for Retention of Co-Counsel and Conflicts Counsel and Scope of Services

9. The Debtors have determined that the retention of co-counsel and conflicts counsel is necessary to the successful administration of these chapter 11 cases, and that the Firm’s employment would be in the best interest of the estates. The Firm’s complex chapter 11 experience, as well as its extensive practice before this Court, and knowledge of the Local Rules and practices, make it substantively and geographically ideal to efficiently serve the needs of the

Debtors. The Firm regularly represents chapter 11 debtors in the Southern District of Texas and throughout Texas, and thus is well qualified by its experience to serve as co-counsel to the Debtors in these proceedings.

10. By separate application, the Debtors have also asked the Court to approve the retention of Kirkland & Ellis LLP and Kirkland & Ellis International LLP (“K&E”) as lead counsel 3

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for the Debtors. The Firm has discussed the division of responsibilities with K&E and will avoid duplication of efforts. To specifically disclose the division of labor, and to avoid unnecessary duplication of services, the Firm is proposed to primarily provide the following services for its engagement in these chapter 11 cases as local and conflicts counsel to the Debtors:

 provide legal advice and services regarding local rules, practices, and procedures, including Fifth Circuit law;  provide certain services in connection with administration of the chapter 11 cases, including, without limitation, preparing agendas, hearing notices, witness and exhibit lists, and hearing binders of documents and pleadings;  review and comment on proposed drafts of pleadings to be filed with the Court;  at the request of the Debtors, appear in Court and at any meeting with the United States Trustee, and any meeting of creditors at any given time on behalf of the Debtors as their local and conflicts bankruptcy co-counsel;  perform all other services assigned by the Debtors to the Firm as local and conflicts bankruptcy co-counsel; and  provide legal advice and services on any matter on which K&E may have a conflict or as needed based on specialization.

B. The Firm’s Qualifications

11. The Debtors seek to retain the Firm as set forth herein because of the Firm’s recognized and extensive experience and knowledge of chapter 11 business reorganization as well as its experience practicing in Texas and in this District.

12. The Firm has been actively involved in many major Chapter 11 cases and has represented many debtors in districts throughout Texas, including recently in the Southern District of Texas, for example: In re Weatherly Oil & Gas, LLC, Case No. 19-31087(MI) (Bankr. S.D.

Tex. Feb. 28, 2019); In re Westmoreland Coal Company, Case No. 18-35672 (DRJ) (Bankr. S.D.

Tex. Oct. 9, 2018); and In re Seadrill Limited, et al., No. 17-60079 (DRJ) (Bankr. S.D. Tex.

September 12, 2017).

13. In preparing for its representation of the Debtors in these Chapter 11 cases as co-counsel and conflicts counsel, the Firm has become familiar with the Debtors’ business, and

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the potential legal issues that may arise in the context of these cases. The Debtors believe that the

Firm is well qualified to represent the Debtors in these Chapter 11 cases in a timely and efficient manner.

C. Compensation

14. The proposed arrangement for compensation is set forth in the Engagement Letter.

See Exhibit A. The Firm’s fees are determined on the basis of time billed at hourly rates.

The Firm’s hourly rates vary with the experience and seniority of its attorneys and paralegals, and are adjusted on October 1 of each year. Work is assigned among attorneys and other professionals so as to meet the Debtors’ needs, including timing requirements, in an economically efficient manner, typically resulting in blended rates of approximately $546 an hour or less. The Firm did not vary from, or agree to any alternatives to, its standard or customary billing arrangements for this engagement.

15. Expenses related to the Firm’s services will be included in the Firm’s applications for compensation, which may include third-party disbursements, such as travel expenses, messenger charges, filing and recording fees, and other costs. It is the Firm’s intent to bill such expenses at the Firm’s cost. Certain other expenses, such as photocopying, computerized research and long distance tolls, will be billed in accordance with the Firm’s standard schedule of charges.

To the extent there may be large third-party disbursements, such as expert fees and expenses, mediation and arbitration fees, deposition costs, and substantial travel expenses, the Firm may ask that the Debtors be responsible for paying them directly, rather than through the Firm.

16. The Firm’s customary fees and expenses incurred in connection with this representation are to be paid out of the Debtors’ estates. The Firm will apply to this Court for allowance of compensation and reimbursement of expenses in accordance with the Bankruptcy

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Code, the Federal Rules of Bankruptcy Procedure, the Local Rules for the Southern District of

Texas, and any other orders of the Court. The Debtors will be jointly and severally liable for all fees and expenses incurred by the Firm for services rendered to the Debtors pursuant to the

Engagement Letter.

17. In connection with the Engagement Letter, the Firm received a retainer of $75,000 for services performed and to be performed in connection with, and in contemplation of, the filing of this case (the “Retainer”). On May 8, 2020, the Firm received a payment of $59,151.652 for prepetition services, and reimbursement of expenses incurred for filing fees. The Firm continues to hold $15,848.35 in trust.

18. Matthew D. Cavenaugh’s hourly rate is $750. The rates of other restructuring attorneys in the Firm range from $385.00 to $895.00 an hour, and the paraprofessional rates range from $175-$185.00 per hour. These rates are consistent with rates that the Firm charges in other comparable chapter 11 cases, with no variation based upon the geographical location of a case.

D. The Firm is Disinterested

19. To the best of the Debtors’ knowledge, these attorneys have no interest adverse to the Debtors or to the Debtors’ bankruptcy estates and are disinterested. The Firm has no connections with the Debtors, the Debtors’ creditors, any other party in interest, their respective attorneys and accountants, the United States Trustee, or any other person employed in the office of the United States Trustee herein except as disclosed in the Cavenaugh Declaration.

The Cavenaugh Declaration demonstrates that although the Firm represents, and has represented several of the Debtors’ creditors or affiliates of the Debtors’ creditors, those matters are not substantially related to the Debtors’ bankruptcy cases; the representations are concluded; the

2 This payment included $3,434.00 for anticipated filing fees for each petition filed. 6

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representation is of an affiliate; or the representations and the claims of those creditors are immaterial and de minimus.

E. Supporting Authority

20. The Debtors seek approval to retain the Firm as set forth pursuant to § 327(a) of the

Bankruptcy Code. Section 327(a) provides that a debtor, subject to court approval:

[m]ay employ one or more attorneys, accountants, appraiser, 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 trustee in carrying out the trustee’s duties under this title.

11 U.S.C. § 327(a). In addition, Rule 2014(a) of the Federal Rules of Bankruptcy Procedure requires that an application for retention include the following: (1) specific facts showing the necessity for the employment; (2) the name of the firm to be employed; (3) the reasons for the selection; (4) the professional services to be rendered; (5) any proposed arrangement for compensation; and (6) to the best of the applicant’s knowledge, all of the Firm’s connections with the debtor, creditor, any other party in interest, their respective attorneys and accountants, the

United States Trustee, or any personnel employed in the office of the United States Trustee.

21. The Debtors believe that for all the reasons stated herein the retention and employment of the Firm as requested herein is warranted. Furthermore, as stated in the Cavenaugh

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

Bankruptcy Code, as required by § 327(a) of the Bankruptcy Code, and does not hold or represent an interest adverse to the Debtors, and has no connection to the Debtors, their creditors, or other parties in interest except as set forth in the Cavenaugh Declaration. Accordingly, the Debtors request the Application be approved.

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WHEREFORE, PREMISES CONSIDERED, the Debtors request that this Court enter an

Order allowing the retention of Jackson Walker LLP as its co-counsel and conflicts counsel herein, upon the terms described in this Application, and or such other relief as is just.

Dated: June 4, 2020.

/s/ Elaine D. Crowley Elaine D. Crowley Chief Restructuring Officer Stage Stores, Inc.

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Certificate of Service

I certify that on the 4th June, 2020, I caused a copy of the foregoing document to be served by the Electronic Case Filing System for the United States Bankruptcy Court for the Southern District of Texas.

/s/ Matthew D. Cavenaugh Matthew D. Cavenaugh

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Exhibit A

Engagement Letter

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Mathew D. Cavenaugh (713) 752-4284 [email protected]

May 6, 2020

Chuck Haubiel Stage Stores, Inc.

Re: Retention of Local and Conflicts Counsel

Dear Mr. Haubiel:

GENERAL. We are very pleased that you have asked us to represent Stage Stores, Inc. and Specialty Retailers, Inc. (collectively, “Client”) in connection with its consideration of strategic alternatives, including a potential restructuring. Please note, the Firm’s representation is only of the Client; the Firm does not and will not represent any direct or indirect shareholder, director, officer, partner, employee, affiliate, or joint venturer of the Client or of any other entity.

This retention letter (this “Agreement”) sets forth the terms of the Client’s retention of Jackson Walker LLP to provide legal services and constitutes an agreement between the Firm and the Client (collectively, the “Parties,” and each a “Party”). This Agreement sets forth the Parties’ entire agreement for rendering professional services for the current matter, as well as for all other existing or future matters (collectively, the “Engagement”), except where the Parties otherwise agree in writing.

FEES. Our fees are determined principally on the basis of our time at hourly rates. Our hourly rates vary with the experience and seniority of our attorneys and legal assistants, and are adjusted by us from time to time. Naturally, we try to assign work among our attorneys and other professionals so as to meet the client’s needs, including timing requirements, in an economically efficient manner. I currently expect that I will be the principal lawyer involved in this matter. Our individual hourly rates fall in the range set forth in the below table, which also shows the ranges applicable to the Firm’s other lawyers and paraprofessionals.

Billing Category Fee Range (USD) Partners $575-895 Associates $445-510 Paraprofessionals $185

Although the Firm will attempt to estimate fees to assist the Client in its planning if requested, such estimates are subject to change and are not binding unless otherwise expressly and unequivocally stated in writing.

JW |HOUSTON 1401 McKinney Street, Suite 1900 • Houston, Texas 77010 | www.jw.com | Member of GLOBALAW™

Case 20-32564 Document 385-1 Filed in TXSB on 06/04/20 Page 3 of 7

Chuck Haubiel May 6, 2020 Page 2

EXPENSES. Reasonable expenses related to our services will be included in our statements. They may include third-party disbursements, such as travel expenses, messenger charges, and filing and recording fees, and other costs, such as certain overtime assistance and special postage. It is our intent to bill such expenses to the client at our cost. Certain other expenses, such as photocopying, computerized research and long distance tolls, will be billed in accordance with our standard schedule of charges. To the extent there may be large third-party disbursements, such as expert fees and expenses, mediation and arbitration fees, deposition costs, and substantial travel expenses, at our option, we may ask that the client be responsible for paying them directly, rather than through us, provided that the client will only be responsible for such advance payment if it so agrees in advance in writing. The client may request supporting documentation for any expense included on any statement and will not be required to reimburse such expense until reasonably satisfactory supporting documentation is provided.

STATEMENTS. Our statements are rendered monthly and are due upon receipt (subject to bankruptcy court approval, if and as required). If there is any question concerning a bill, we ask that it be raised within thirty (30) days. In the event that our statements are not timely paid, we reserve the right to suspend our services until satisfactory payment arrangements are made, or if necessary, to terminate such services.

RETAINER. Considering the nature and scope of the matters for which the Client has engaged us, we are requesting a $75,000 retainer at this time. We anticipate applying this retainer to all outstanding fees and work in process immediately prior to a filing of any restructuring proceeding, and holding the balance until the completion of the representation. When our representation is completed, we will apply the balance of the retainer against our final statement and refund any excess to you.

CLIENT. In this engagement, our principal representation is of the Client as local and conflicts counsel to assist your primary reorganization counsel Kirkland & Ellis LLP and Kirkland & Ellis International LLP (“Kirkland”). Unless specifically agreed to by us in a letter like this one, we will not be representing other persons or entities, including any directors, shareholders, officers or related entities, or their subsidiaries, affiliates, or shareholders in connection with a restructuring proceeding. The Client is free to terminate this engagement at any time, as are we. If the engagement is terminated, the Client will remain responsible for the payment of fees and expenses incurred until termination in accordance with this agreement, and, if court approval is required, both of us will cooperate seeking it.

CONFLICTS. Based on information provided to us, the Firm currently represents the following entities or affiliates of the following entities that may have direct or indirect claims against the Client. Case 20-32564 Document 385-1 Filed in TXSB on 06/04/20 Page 4 of 7

Chuck Haubiel May 6, 2020 Page 3

Bank of America Wells Fargo JPMorgan Chase Bank, N.A. BBVA Compass Bank ACE Property & Casualty ACE American Insurance Company Zurich North America Brookfield Lionstone Partners Prosperity Bank Amegy Bank Regions Bank

Your agreement to this retention agreement constitutes your acknowledgement of the Firm’s ongoing relationship with these entities, and your waiver of any actual or potential conflict with the Firm’s continuing representation of these entities. In addition, you acknowledge that the Firm’s representation of the Client will carve out any matters or issues directly adverse to these existing Firm clients, or to other existing Firm clients that may be identified as the representation progresses, and that any such issues will be handled other conflicts counsel as the case may be, except as set forth in a separate written agreement amongst you, the Firm and these entities.

The Firm and you understand and agree that this is not an exclusive agreement, and you are free to retain any other counsel of your choosing. We recognize that we shall be disqualified from representing any other client with interest materially and directly adverse to yours (i) in any matter which is substantially related to our representation of you and (ii) with respect to any matter where there is a reasonable probability that confidential information you furnished to us could be used to your disadvantage. You understand and agree that, with those exceptions, we are free to represent other clients, including clients whose interests may conflict with yours in litigation, business transactions, or other legal matters. You agree that our representing you in this matter will not prevent or disqualify us from representing clients adverse to you in other matters and that you consent in advance to our undertaking such adverse representations.

CELL PHONE AND E-MAIL COMMUNICATION. The Firm hereby informs the Client and the Client hereby acknowledges that the Firm’s attorneys sometimes communicate with their clients and their clients’ professionals and agents by cellular telephone, that such communications are capable of being intercepted by others and therefore may be deemed no longer protected by the attorney-client privilege, and that the Client must inform the Firm if the Client does not wish the Firm to discuss privileged matters on cellular telephones with the Client or the Client’s professionals or agents. Case 20-32564 Document 385-1 Filed in TXSB on 06/04/20 Page 5 of 7

Chuck Haubiel May 6, 2020 Page 4

The Firm hereby informs the Client and the Client hereby acknowledges that the Firm’s attorneys sometimes communicate with their clients and their clients’ professionals and agents by unencrypted e-mail, that such communications are capable of being intercepted by others and therefore may be deemed no longer protected by the attorney-client privilege, and that the Client must inform the Firm if the Client wishes to institute a system to encode all e-mail between the Firm and the Client or the Client’s professionals or agents.

RESTRUCTURING CASES. If it becomes necessary for the Client to commence a restructuring case under chapter 11 of the U.S. Bankruptcy Code (a “Restructuring Case”), the Firm’s ongoing employment by the Client will be subject to the approval of the bankruptcy court with jurisdiction over the petition. If necessary, the Firm will take steps necessary to prepare the disclosure materials required in connection with the Firm’s retention as lead restructuring counsel. In the near term, the Firm will begin conflicts checks on potentially interested parties as provided by the Client.

If necessary, the Firm will prepare a preliminary draft of a schedule describing the Firm’s relationships with certain interested parties (the “Disclosure Schedule”). The Firm will give the Client a draft of the Disclosure Schedule once it is available. Although the Firm believes that these relationships do not constitute actual conflicts of interest, these relationships must be described and disclosed in the Client’s application to the court to retain the Firm.

If in the Firm’s determination a conflict of interest arises in the Client’s Restructuring Case requiring separate conflicts counsel, then Client will be required to use separate conflicts counsel in those matters.

NO GUARANTEE OF SUCCESS. It is impossible to provide any promise or guarantee about the outcome of Client’s matters. Nothing in this Agreement or any statement by Firm staff or attorneys constitutes a promise or guarantee. Any comments about the outcome of the Client’s matter are simply expressions of judgment and are not binding on the Firm.

CONSENT TO USE OF INFORMATION. In connection with future materials that, for marketing purposes, describe facets of the Firm’s law practice and recite examples of matters the Firm handles on behalf of clients, the Client agrees that, if those materials avoid disclosing the Client’s confidences and secrets as defined by applicable ethical rules, they may identify the Client as a client, may contain factual synopses of the Client’s matters, and may indicate generally the results achieved.

CONTACT PERSON. Unless you otherwise direct, I will be your principal contact at this Firm. However, if at any time you wish to address concerns regarding this engagement with someone other than me, please feel free to contact Wade Cooper, our Managing Partner. Case 20-32564 Document 385-1 Filed in TXSB on 06/04/20 Page 6 of 7

Chuck Haubiel May 6, 2020 Page 5

GOVERNING LAW. This engagement will be governed by Texas law. In addition, there may be times when we hold or transfer money on the Client’s behalf. In those situations, our relationship will also be subject to a variety of Texas and U.S. government requirements, including reporting requirements.

MISCELLANEOUS. This Agreement sets forth the Parties’ entire agreement for rendering professional services. It can be amended or modified only in writing and not orally or by course of conduct. Each Party signing below is jointly and severally responsible for all obligations due to the Firm and represents that each has full authority to execute this Agreement so that it is binding. This Agreement may be signed in one or more counterparts and binds each Party countersigning below, whether or not any other proposed signatory ever executes it. If any provision of this Agreement or the application thereof is held invalid or unenforceable, the invalidity or unenforceability shall not affect other provisions or applications of this Agreement which can be given effect without such provisions or application, and to this end the provisions of this Agreement are declared to be severable. Any agreement or waiver contained herein by the Client extends to any assignee or successor in interest to the Client, including without limitation the reorganized Client upon and after the effective date of a plan of reorganization in a Restructuring Case

We will do our best to provide the Client with the legal services reasonably necessary to achieve a result satisfactory to the client. However, the outcome of any transaction or lawsuit is subject to uncertainties and risks, and we make no promises or guarantees concerning the outcome. Once again, we are very pleased to have the opportunity to represent the Client. Please confirm acceptance of the terms of our engagement by signing a copy of this letter in the space provided below, and return a copy to me along with the requested retainer. For your reference, I have included an invoice with wiring instructions for the $75,000 retainer.

If you have any questions concerning this letter or the engagement, please do not hesitate to call.

Sincerely,

Matthew D. Cavenaugh Case 20-32564 Document 385-1 Filed in TXSB on 06/04/20 Page 7 of 7

Agreed to and accepted this ______day of ______, 2020.

STAGE STORES, INC., on behalf of its direct and indirect parent and affiliated entities:

By: Name: Title:

THE STATE BAR OF TEXAS INVESTIGATES AND PROSECUTES PROFESSIONAL MISCONDUCT COMMITTED BY TEXAS ATTORNEYS. ALTHOUGH NOT EVERY COMPLAINT AGAINST OR DISPUTE WITH A LAWYER INVOLVES PROFESSIONAL MISCONDUCT, THE STATE BAR’S OFFICE OF GENERAL COUNSEL WILL PROVIDE YOU WITH INFORMATION ABOUT HOW TO FILE A COMPLAINT. PLEASE CALL 1-800-932-1900 TOLL-FREE FOR MORE INFORMATION.

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Exhibit B

Cavenaugh Declaration

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF TEXAS HOUSTON DIVISION

) In re: ) Chapter 11 ) STAGE STORES, INC., et al.,1 ) Case No. 20-32564 (DRJ) ) Debtors. ) (Jointly Administered) )

DECLARATION OF MATTHEW D. CAVENAUGH IN SUPPORT OF THE APPLICATION OF THE DEBTORS AND DEBTORS-IN-POSSESSION TO RETAIN JACKSON WALKER LLP AS CO-COUNSEL AND CONFLICTS COUNSEL FOR DEBTORS AND DEBTORS-IN-POSSESSION

The undersigned proposed attorney for the above-captioned debtors and debtors-in- possession hereby submits this verified statement of disinterestedness pursuant to Bankruptcy Rule

2014(a).

1. My name is Matthew D. Cavenaugh. I am over the age of 18 years, I am competent to make this declaration, and I have personal knowledge of the facts stated herein. Each and every statement contained herein is true and correct.

2. I am an attorney duly admitted to practice in the State of Texas, and in this Court.

3. I am a partner in the law firm of Jackson Walker LLP (the “Firm”). The Firm maintains offices for the practice of law in seven Texas cities including one at 1401 McKinney

Street, Suite 1900, Houston, Texas 77010. The Firm’s main telephone number is (713) 752-4200 and the Firm’s main facsimile number is (713) 752-4221.

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4. In conjunction with the Debtors’ retention of the Firm, I directed a search of the

Firm’s conflicts system for each of the Debtors’ creditors and insiders (the “Potential Parties in

Interest”).

5. The Firm may represent other affiliates whose identities and affiliation did not show up on the conflicts system. Further, the Firm based its review of its conflicts system on entities whom the Debtors identified as creditors. It is possible that there are creditors whom the Debtors did not identify in their records that are clients of the Firm. The following summarizes the findings gleaned from my review of the information available on the Firm’s conflicts system divided into current clients of the Firm that are also creditors of the Debtors, former clients, and affiliates of current clients of the Firm that are also creditors of the Debtors, and my and the Firm’s connections with the Debtors and their current and former officers, directors, and professionals.

A. The Firm’s Prior Relationship to the Debtors

6. The Firm and the Debtors’ entered into the Engagement Letter on May 2, 2020.

In connection with the Engagement Letter, the Debtors provided a retainer to the Firm in the amount of $75,000 (the “Retainer”). The Firm assisted the Debtors with the preparation necessary for the filing of their voluntary petitions and transitioning their operations into chapter 11. Prior to the filing of these cases, the Firm received a prepetition payment in the amount of $59,151.65, of which $3,434.00 was for anticipated filing fees for the two petitions that were filed. The Firm continues to hold a retainer in the amount of $15,848.35.

B. Current Clients of the Firm that are Creditors of the Debtors

7. The Firm currently represents or has represented entities or affiliates of entities that may have direct or indirect claims or interests against one or more of the Debtors that are listed on the attached Schedule 2. The Firm’s ongoing representation of the Schedule 2 entities do not involve or relate to the Debtors or these cases. The determination of whether a client is a “former ii

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client” is based on the date of last activity in the Firm’s billing software system being five (5) years or more prior to the Petition Date herein. The designation of a former client may not foreclose a continuing attorney-client relationship.

8. In addition, the Firm currently represents entities or affiliates of such entities that may have direct or indirect claims against or interests in one or more of the Debtors on matters unrelated to the Debtors or these cases, which are also set forth in the attached Schedule 2.

9. In the event that any matters or issues arise that are directly adverse to these current clients of the Firm, these matters or issues will be handled by Kirkland & Ellis LLP and Kirkland

& Ellis International LLP, or other conflicts counsel as appropriate.

10. None of the preceding current clients individually represents more than 2% of the

Firm’s annual revenues.

11. The Firm previously represented, but does not currently represent other potential creditors or affiliates of potential creditors of the Debtors as reflected on Schedule 2.

C. Creditors of the Debtors that are Adverse to the Firm’s Clients

12. The Firm represents, or has represented in the past, clients that are adverse or potentially adverse to numerous creditors (or affiliates of creditors) of the Debtors.

D. The Firm’s Connections with the Debtors, Officers, and Professionals

13. Lucy Johnson-Davis, with the United States Trustee’s Office in Houston, was previously employed by the Firm.

14. The Firm has in the past, and is likely in the future, to have common clients and connections with the Debtors’ prepetition and post-petition attorneys, accountants, and other professionals. None of those connections are material or present any conflict of interest.

15. Except as set forth herein, neither I nor the Firm have had any connection with the above-named Debtors, or insiders or affiliates of the Debtors, the Debtors’ creditors, any other iii

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party in interest, their respective attorneys and accountants, the United States Trustee, or any other person employed in the Office of the United States Trustee, and are disinterested persons within the meaning of 11 U.S.C. § 101(14), to the best of my knowledge.

E. Statement Regarding United States Trustee Guidelines

16. The Firm shall apply for compensation for professional services rendered and reimbursement of expenses incurred in connection with the Debtors’ chapter 11 cases in compliance with §§ 330 and 331 of the Bankruptcy Code and applicable provisions of the

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

Court. The Firm also intends to make a reasonable effort to comply with the United States

Trustee’s requests for information and additional disclosures as set forth in the Guidelines for

Reviewing Applications for Compensation and Reimbursement of Expenses Filed Under

11 U.S.C. § 330 by Attorneys in Larger Chapter 11 Cases Effective as of November 1, 2013

(the “U.S. Trustee Fee Guidelines”), both in connection with this Application as well as any interim and final fee applications that may be filed by the Firm in connection with these chapter

11 cases.

F. Attorney Statement Pursuant to the U.S. Trustee Fee Guidelines

17. The following is provided in response to the request for additional information set forth in Paragraph D.1 of the U.S. Trustee Fee Guidelines.

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

Answer: No. The Firm and the Debtors have not agreed to any variations from, or alternatives to, the Firm’s standard billing arrangements for this engagement. The rate structure provided by the Firm is appropriate and is not significantly different from (a) the rates that the Debtors charge for other non-bankruptcy representatives or (b) the rates of other comparably skilled professionals.

25876176v.1 151008/00033 Case 20-32564 Document 385-2 Filed in TXSB on 06/04/20 Page 6 of 36

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

Answer: No. The hourly rates used by the Firm in representing the Debtors are consistent with the rates that the Firm charges other comparable chapter 11 clients, regardless of the location of the chapter 11 case.

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

Answer: My hourly rate is $750. The rates of other restructuring attorneys in the Firm range from $385 to $895 an hour and the paraprofessional rates range from $175-$185.00 per hour. The Firm represented the Debtors during the weeks immediately before the Petition Date, using the foregoing hourly rates.

Question: Have the Debtors approved the Firm’s budget and staffing plan, and if so, for what budget period?

Answer: The Firm has not prepared a budget and staffing plan.

18. The Firm will periodically review both the changes in identifiable parties in interest of the Debtors and clients of the Firm as such information becomes available or relevant, and will update this disclosure as appropriate. I declare under penalty of perjury that the foregoing is true and correct.

Executed this 4th day of June 2020.

/s/ Matthew D. Cavenaugh Matthew D. Cavenaugh

25876176v.1 151008/00033 Case 20-32564 Document 385-2 Filed in TXSB on 06/04/20 Page 7 of 36

Schedule 1 Schedule of Searched Parties

25876176v.1 151008/00033 Case 20-32564 Document 385-2 Filed in TXSB on 06/04/20 Page 8 of 36

Names of Searched Parties Verabank Bancorp South First National Bank of Gilmer Prosperity Bank First Federal Community Bank Citizens Bank Regions Bank Chase BBVA Compass First State Bank & Trust Co First Financial Bank Extraco Bank IBC Bank Bancfirst Bank of America First State Bank Happy State Bank First Bank Southwest RCB Bank Frazer Bank US Bank American National Bank of Texas Pioneer Bank Arvest Bank New Mexico Bank & Trust Classic Bank Hancock Whitney City Bank & Trust Co Century Next Bank Bank OZK Bank of Commerce & Trust Co Jonesboro State Bank Merchants & Farmers Bank The Cottonport Bank First Oak Bank Equity Bank Citizens Bank & Trust Sabine State Bank Four Corners Community Bank Alamosa State Bank Arvest Malvern National Bank The First National Bank Case 20-32564 Document 385-2 Filed in TXSB on 06/04/20 Page 9 of 36

Names of Searched Parties Herring Bank The Lamesa National Bank West Texas National Bank National Bank of Andrews Pecos County State Bank Security Bank Solutions Banc Central Bank of Cushing Capital City Bank Mineola Community Bank First Texoma National Bank Yoakum National Bank Bank of Oklahoma Columbus State Bank Community National Bank YNB The First The First National Bank in Trinidad WoodForest National Bank Union Bank National Bank of Arizona First Community Bank BB&T United Community Bank SunTrust Bank Fort Davis State Bank Simmons Bank PNC Bank OceanFirst Bank M&T Bank Southern Bank Five Star Bank CB&S Bank Franklin Bank Peoples Bank Mountain Valley Bank Community Trust Bank Essex Bank Community Bank First Southern National Bank Steuben Trust Company Grundy National Bank Cadence Bank Case 20-32564 Document 385-2 Filed in TXSB on 06/04/20 Page 10 of 36

Names of Searched Parties First Commonwealth Bank CBT Bank TrustCo Bank Old National Bank NBT Bank First National Bank SNA Bank First Volunteer Bank People's United Bank First Choice Bank Wilson & Muir Bank First Citizens Community Bank Bank ESB Lafayette State Bank FNCB Bank Kentucky Bank Northway Bank United Cumberland Bank First Citizens bank Synovus Bank of Eastman Bank of Hazlehurst State Bank & Trust Company One South Bank Queensborough National Bank & Trust Colony Bank Louisa Community Bank Tower Community bank People's Community Bank Forcht Bank Tennessee State Bank Southeastern Bank Limestone Bank Bank of the West Landmark National Bank Commerce Bank Centera Bank Bank Midwest Exchange Bank of Missouri Kennett National Bank Regional Missouri Bank Connection Bank Peoples State Bank Case 20-32564 Document 385-2 Filed in TXSB on 06/04/20 Page 11 of 36

Names of Searched Parties BMO Harris Bank Crossroads Bank The Huntington National Bank The Peoples Bank Choice One Bank Chemical Bank Mercantile Bank of Michigan Southern Michigan Bank & Trust First Bank City National Bank Wells Fargo Pathlight Capital Stage Stores, Inc. Specialty Retailers Inc. Henderson Plaza Realty, L.P. Robert N. Graham, LLC Jefferson Mount Pleasant, Ltd Alpha Lake, Lt PFE Leasing LLP Action 49 Junction I, LLC Kilgore VF, LLC Lukin Investment Partners, LLC Crossroads Greenville Properties, Ltd. Marshall Mall Investors Merge Holdings, LLC Vidor Crossroads LLC Action Carthage, LLC Conroe Crossroads Center, LP Bosque River Center Realty Tejas Center Corporation Longview BJ Partners LLC Five Hills, Ltd. G3C Weslaco Westgate, LLC Brazos Shopping Center Pena Riverview Investments; LL Rock Hard Real Estate, LLC Prime Realty Estate US Properties, Inc. WRI-AEW Lone Star Retail Victoria Retail Group LLC Portairs Partners, FOB West Wheatland LLC KPS King Properties of Seguin, L.P. AC Brazos Mall Partners, LLC Case 20-32564 Document 385-2 Filed in TXSB on 06/04/20 Page 12 of 36

Names of Searched Parties Orangehurst Venture, LP DBRA Athens Property Investments LP Pine Plaza, LLC Plaza-AL, LLC Commerce Station LP Ardmore Dunhill LLC Rancho Harlingen Corners, LLC. C. P. Mall, Ltd The Market Place at Waxahachie Northshore Plaza, LP Lombard Group Texas, LLC PTC TX HOLDINGS, LLC Midland Kaufman, LP; Midland Sylvan, LP; Midland 256 Rampart, LP; Weingarten Realty Investors, Inc. TFG San Marcos SC, L.P.

CBL/Parkdale Mall,L.P. c/o CBL & Assoc. DWH Development Co. Gainesville Realty, Ltd. B & B South Park Mall LLC PALMS CROSSING TOWN CENTE Portland Retail Group L.P. McCreless Market, LLC. Arrowhead Mall, LLC Mall Del Norte Alpha Lake, Ltd. Port Lavaca Retail Group LLC MSCI 2005-IQ9; Central Mall-Texarkan Westview Center, LP Sunset Mall SPE, L.P.

BWSC, LTD., a Texas Limited Partnership Las Pampas Square CBL SM-Brownsville, LLC - c/o CBL & Associates Mgt. Inc. Sea/Aire Center/Gordan McNutt CBL & Assoc. Mgt, Inc., as agent for CBL/Richland Mall L.P. Spring Town Plaza, Inc. SB Retail Group Carlsbad LLC Victoria Mall Solid Cap Properties, LLC Case 20-32564 Document 385-2 Filed in TXSB on 06/04/20 Page 13 of 36

Names of Searched Parties Ponca Partners LLC Park Dell SC #53 POM-College Station, LLC ZBY3/Browning Brothers Mall at Midland Park, LLC G.G.I.A. II Limited Gene Murphy Lynn Park Shopping Cente Humboldt Rio West, LLC Central Mall- Port Arthur Westgate Mall Enterprise Eagle Pass Associates, LP Mimco, Inc. Northline Commons, LLC Jasper Crossroads Partnership LP Ashley/Karns/Baker Properties Ltd. Betty Woodward Limited Family Partnership RRE Realty Partners, Ltd.

FIRST NATIONAL BANK OF BASTROP Kahlig Enterprises, Inc. SH 45, LP c/o New Quest Properties North Plains Mall, LLC Beer Wells Real Estate Services-East Texas, Inc. Weatherford Plaza LLC HEB Grocery Company, LP Puente Partners, L.P. West Hill Group LP The Sandra Corporation Cruz Alta Plaza, LP Valente 901 Polk, Inc. Cuero Retail Partnership Sweetwater Center, LLC Franks Real Estate Macerich Property Management Company, LLC Conn Appliances, Inc. RPAI Southwest Management, LLC Taylor Plaza, LLC Village Center Trust Case 20-32564 Document 385-2 Filed in TXSB on 06/04/20 Page 14 of 36

Names of Searched Parties Robert Scott Sherwood and Greg James Baker Mercedes Plaza MGMT. Houston County Realty, Ltd B-Y Mission Texas WM, Ltd. Texas Rendezvous, LP The Shops of Granbury, Ltd. Rick Hoover Properties, Inc. Smith's Food & Drug Centers, Inc. C & G Investments James H. Rifkin Giddings, L. P. SGS Properties, Inc. One-Eleven, LLC Portland Retail Group, LP Forwood SB LLC Meyerland Retail Associates, LLC New Market - Champions, LLC 2015 Shopping Mall Business, LLC JMK 5 Texas City, LLC RS Shopping Center Associates, LLC Meadows Marketplace Shopping Center, L.P. JBL Tomball Plaza, LLC Fairway 35, LLC Pearland Dunhill 1 LLC Copperwood Village, LP. Liberty Shopping Center, L.P. Orange MarketPlace, L.P. KIMCO Realty Johnnie Trochta & Assoc. Williamsburg Dove, LLC Brixmor GA Apollo I TX Holdings, LLC Brixmor GA Moundsville, LLC c/o Brixmor SSS Fondren Marketplace, LLC Klement Texa Magee Shopping Center, LLC Gun Barrel Jackson LLC Franklin Fickett Charitable Foundation Zaradieter Partners, L.P. IH 35 Loop 340 Tenancy In Common Frank C. Robson Case 20-32564 Document 385-2 Filed in TXSB on 06/04/20 Page 15 of 36

Names of Searched Parties River South Comons, LLC The Sandra Corporation Weingarten Realty Investors Happy Camper LLC McCarley Family LP The SJ Trust Camden Center #23 Multistate Holdings/Mellor Park Mall University Plaza Shopping Center Partnership Harvey Square L.P. Gregory Place Shopping Center LLC Rodgers Family Ltd Ptn Miramar Beltline GP, LLC Urban Renewal Agency of the City of Mountain Home Brixmor Holdings 12 SPE, LLC Tabani Natchez Mall Rockstep McComb LLC Brookhaven I LLC Brumfield Properties, Inc. Four Owls Hill Country Square LLC Ennis Crossroads Plaza, LLC Marrero Land and Improvement Assoc. J.B. Levert Land Company, L.L.C. Kenwood Shopping TCP Ryan Street, LLC Monroe Retail Group LLC Lynda Corp Rockstep Lagniappe Village LLC Hasco Thibodaux, LLC Rockstep Opelousas, LLC Cedar Ridge, LLC RB River IV LLC and RB River VI LLC EREP Northlake I, LLC Josef & Mikel LLC Minden Retail, LLC Ruston Center, LLC Charles H. Allen Estate Lake Charles Gardens, LLC TCP LA Partners, LP Regency DeRidder LLC Summer Grove LLC Case 20-32564 Document 385-2 Filed in TXSB on 06/04/20 Page 16 of 36

Names of Searched Parties AAM - 2001 Airline Drive, LLC Burro Village, LLC Desoto Plaza Associates, LLC Sibley Investments LLC Sunshine Heights, LLC David Sam Delta Properties, LLP - Venture West Real Estate Services, LLC RIVERMART, LLC Regency Cut Off LLC Hardware Management Company LLC King Country Village, LLC Chalmette Retail Center, LLC

Kimble Development of New Roads, LLC Jula Trust, LLC., a Louisiana limited Liability company Springhill Shopping Center, LLC Tres Palmas. Inc. Meadowbrook Square, LLC Rim Country Mall SPE, LLC Gils Shopping Center Investments, LLC Douglas Center Trust Account M & C Rental & Leasing Co. Nogales Plaza Shopping Center L.P. Walmart Realty Co. Plaquemine Marketplace, LP Finkelstein-Levy, Inc. Kimble Development of Ville Platte, LLC Skyline Properties, LLC Spiegel & Spiegel, PA, Money Purchase Pension Plan Cortez Plaza, LLC 177 CD LLC SIGNATURE PLAZA OF SILOAM SPRINGS, LLC Prime Malvern Plaza LLC B-Y Strawberry Squar Sandra Corporation B-Y Edinburg Center Ltd.

Nueces-Holliday Maverick Partners II, Ltd. RGC Starr Retail Ltd Case 20-32564 Document 385-2 Filed in TXSB on 06/04/20 Page 17 of 36

Names of Searched Parties Gonzales Marketplace, LLC NorthStar Properties, Inc. Vernon Hillcrest, LLC, c/o Dunhill Partners, Inc. Pioneer Square Lamesa, LP Hunter Sky Capital, LLC Brownfield Plaza, LP John C. Culpepper 1212 Partners, LLC Shops at Abilene, LP Perth Company Ramsey & Ramsey Kaufman West Country Center, LLC WJ Investments, Inc. Tomorrow IX Broadmoor LP WG REG Fort Stockton, LLC Coggins Family Partnership LLC TMM Investments. Ltd. Chimney Creek, Ltd Western Square Investments, Inc. Hereford Properties, LLC BRE RC Southpark II TX LP Pay and Save, Inc. - Amarillo Dunhill, LLC Bay-Cal NetCo Investments, Inc. Mark Horn SMT Littlefield Partners, Ltd. MBSB Guylane LLC Southgate Investors, LLC Apache Development Corp. San Juan Association Blue Quail L.L.C. Silver City Investors TGK PROPERTIES JMD-Del Rio, LLC Jack and Florence Berlin Foundation Fortier Properties LV Legion, LLC Bond-Gunderson Co. Felts Plaza Inc. Spring Park Property Owner, LLC Robson Properties Neely-Barstow Investments Case 20-32564 Document 385-2 Filed in TXSB on 06/04/20 Page 18 of 36

Names of Searched Parties Jackson Plaza Realty, LLC Oriole Oil Company Schneiter LLC Frank Robson Seminole SC, LLC Edward S. Truppman Hughes Appliance, Inc. Westside CC LLC Charles W. Hill The Edge Church DCTN3 Texas Portfolio No. 1, LLC Jack Justice Briarwood Durant L.P. Hood River Center, LLC Fallis, Beall, Thomas Goodner Washington Plaza, LLC - Eugene A. Dellavalle Jr. MTK Properties, LLC Clements Construction & Realty Co. Lobo Street, LLC HSB Properties, LLC - Grandview Limited Zaid Properties Walnut, LLC Elgin Uncommon Holding, LTD Todd Routh KG Holdings, L.P./W.E.P. Land Holdings, LLC Gabrielsen & Company STL BTS, LLC Webster Interests Marble Falls, LLC Valencia Hills Partners, L P US Realty 87 Azle Associates Gem City Properties, LLC TSCA-50 Limited Partnership Eastland Retail, LLC MA Phelan II, Trustee DF Nickerson, LLC Southgate Associates, L.L.C. Cooper Realty Investments, Inc. Lindsey - Pine Plaza, LLC DuPuy L. Hickey & Philip Hicky, II Co- Trustees of James Hicky Chestnut Ridge Associates, LLC Case 20-32564 Document 385-2 Filed in TXSB on 06/04/20 Page 19 of 36

Names of Searched Parties Sugarland Shopping Center, LLC Western Alliance Bank Page Station LLC IDEA Inc. National Retail Properties, LP Livingston Shopping Center Ltd. Burley Crossing LLC Heber Springs Shopping Center LLC Riverside Plaza Shopping Center, LLC Fox Run Business Park, LLC BRE RC 1890 Ranch TX LP Dew Claw, LLC Kimble Development of Amite, LLC

Diamond Mountain Shopping Center, LLC Eagle Mountain Center, LLC c/o Colliers Int. Washington Park Mall WHLR-Fort Howard Square, LLC Banks Crossing Partners LLC Teton Venture, LLC CDC Marianna II, LLC Action 49 Junction I, LLC Laura A. Rohana Valley View Lafayette, LLC Senatobia Plaza, LLC Eagle-North Hills Shopping Centre, L.P. Guardian Investors - Broken Arrow HEB Grocery Company, LP t0002055 Old Fallon, LLC 13 Associates, LLC Mary Lake Realty Company Pine Bluff Plaza, LLC TOWN SQUARE LP Argo Klamath Two, LLC Huntsville Portfolio Associates, LLC Humboldt Commons, LLC Brixmor GA Merchants Central LP - KNA Family LLC Blackstone Partners, LLC BVC Oakwood Commons, LLC Evansham Square Shopping Center Protector Property Management, LLC Case 20-32564 Document 385-2 Filed in TXSB on 06/04/20 Page 20 of 36

Names of Searched Parties Kotis Holdings, LLC - The Rosemyr Corporation Four Corner Plaza, LLC RMLP Associates Limited Partnership Roxborough Associates, LLC Daniel G. Kamin Plymouth Landing, LLC BVA Willow, LLC River Ridge-College Square, LLC Kent Plaza Associates Rocky Mount Development Co., LLC James W. Sizemore & Family, L.P. Fox Run Limited Partnership Four Taylor's, LLC Rio Grande Associates LP Seaford Village, LLC East Luray, LLC - Southern Shopping Center Tower Park Management Corporation Royal Square LLC Milford Plaza Enterprises Cavalier Square Limited Partnership Elkton Associates Tred Avon, LLC Shore Plaza Shopping Center, LLC Willow Oaks Associates Colonial Square Associates, LLC Royal Plaza Associates Jefferson Assoc, LP/Warrenton Ctr LLC SUSO 4 Smithfield LP FNRP Ashland, LLC 350 Scarlett GPG, LP Copeland - Scarboro, LLC West Sylva Main, LLC McDowell Square Associates, LLC Gator Coastal Shopping Centre, LLC Geneva Shopping Center, LLC Cedar-Carll's Corner, LLC c/o Cedar Shopping Centers Part., LP BC Wood Investment Fund II, LLC Village Green Shopping Square WHLR-Alex City Marketplace LLC HJH Talladega 1, LLC PDQ Isreal Family Countryside, L.P. Case 20-32564 Document 385-2 Filed in TXSB on 06/04/20 Page 21 of 36

Names of Searched Parties Levin Properties One Ten Corp. Property Development Account DeKalb Plaza, Ltd. Pennsville Acquisitions, LLC Johnstown Comrie Associates, LLC Byzantine, Inc. Greenbrier Valley Mall, LC Regency Summersville, LLC Regency Elkins, LLC GEJ, Inc. BLR Limited Partnership Shenandoah Investors, LLC Barren River Plaza Projects LLC The Hazard Development Partnership Brixmor GA Moundsville, LLC David Hocker & Associates Barnwell Station LLC Grand Central Holding, LLC Tappahannock TC S & E Enterprise, LLC Graham Limited Partnership Commons Associates, L.P. St. Albans Center II, LLC ERSHCO LLC Live Oak Village Shopping Center, LLC Southgate Plaza Associates, LLC MA Bucktail Village, LLC KY Paintsville Mayo, LLC HC Anchorage QRF WISE, LLC Danville Manor, LLC WHLR - Forrest Gallery, LLC TDK Holdings LLC Pine Grove Plaza Associates, LLC Tallahatchie Centre LLC - BRE Retail Residual NC Owner L.P. Canal Place, LLC Harold L Libby Business Trust - Robert S Libby, Trustee Libby Punxy Associates, L.P. Associates of Philipsburg, LP Huntingdon Plaza LLC Case 20-32564 Document 385-2 Filed in TXSB on 06/04/20 Page 22 of 36

Names of Searched Parties MBC Properties, LP Hudson Retail, LLC Arab Town Plaza, LLC Athens Investors, LLC Rockstep Starkville, LLC Century Grenada, LLC ERSHCO LLC Action Retail Group IV, LLC Carbondale Real Estate, LLC Riddle Properties, LLC J & A Bremen Development, LLC SUSO 1 Highland LP Blue Empire, LLC Taylorsville (Taylorsville) WMB, LLC Springfield Realty Corp. Clarksdale Center, Inc. Wayne Heights Mall LLC Alford-Monticello Ltd. Beech Lake Commons, LLC Cumberland WVR, LLC Pebbles Holdings II, LLC Ruth Management, LLC and Harjust Management LLC Brown Investments, L.P. Olen Lee Morrison Wilson & Muir Plaza, LLC The Christopher Partners, LLC Action Retail Group I, LLC Standard Property Group, LP Main Street NA Parkade, LLC Ellwood City Development, LP Carver Resources, LLC Amory, LLC R.A.D.R. Ltd. FWI 40, L.L.C. Sayre Developers, LLC Penman Russellville, LLC Steven J. Fogel/B&S Properties Savoy-Texas, LLC KenWay Investments, LLC Wegmans Food Markets, Inc 1109 Cheboygan LLC Demopolis Towne Center, LLC Case 20-32564 Document 385-2 Filed in TXSB on 06/04/20 Page 23 of 36

Names of Searched Parties Seaway Plaza Realty LLC Somerset Investment and Holdings, LLC Dearcom Holdings, LLC Mike & Irene Simon Lindy-Zell WM 2008, LLC Millington Plaza Partners, LLC Teachers Retirement System of Kentucky Sunbury Plaza, LLC - Big Y Trust c/o Big Y Foods, Inc. Malone Plaza Realty LLC LB-UBS 2007-C6-Pulaski Station LLC Live Oak Center, LLC ACS Forest Commons MS, LLC Harmon's, Inc. Jefferson City Investors, LLC B & B Realty Co. Bear Pointe Ventures, LLC TDC Genesee, LLC ACH Beacon Heights, LLC Rosecroft Center LLC Harris Diversified Services, Inc. Liberty Square GA, LLC TGO Holdings, LLC Village Center, LLC BRF, LLC Fulton Commons, LLC Penn Yan, LLC West County Investors, LLC Tri-Country Plaza 1989 Limited Partnership KGI Gorham, LLC - c/o KGI Properties, LLC Bright-Meyers Oneida, LP/Fletcher Bright Company Pennmark Clearfield Holdings, LLC Shops at Dillon, LLC Hartsville Mall Company Kingstree Square, LLC Vidalia Associates, LLC Blake P. Garrett, Jr. Centro NP Holdings 11&12 SPE, LLC U.S. Properties Group TOD Properties, LLC Case 20-32564 Document 385-2 Filed in TXSB on 06/04/20 Page 24 of 36

Names of Searched Parties The Heritage of Newberry LOAR, LLC The3SBoys, LLC A.J.M.D. Cairo, LLC Regency Jackson Square, LLC JHJ Ozark, LLC The Temples Company ALS Telfair - Perlis LLP Hazlehurst Village Shopping Center LLC Douglas Retail l, L.L.C. SDB Properties LL G & N Properties Center Plaza, Inc. Altmore Realty, LLC Town Square Development Jebco Properties, LLC Baxley Shopping Center, LLC Marlec, Inc Habersham ZMCS LLC Clark Brothers L.L.C. Peachtree Plaza of Louisville, Inc. JWV, Inc. d/b/a Monroeville Shopping Center T&W Investments BOBRAL, LLC Colony Square, LLC Conecuh River Shares Moultrie Square, L.L.C. Carolyn Harris, Raymond Harris, Harris Realty South East Investment Group, LLC Thrift Bros Properties Carolina Enterprises, Inc Thomson Plaza, A Gen. Partnership Sylvester Plaza Ltd. ACS Louisa Plaza KY, LLC Southeastern Realty, LLC Gary Waller Investments, LP, LTD KROGER CENTER MOREHEAD, LLC P. Wailes III, R. M. Howell, T. B. Howell Jr, E. H. Brown DeVille Developments, LLC Yoramco-Cornerstone, LLC Case 20-32564 Document 385-2 Filed in TXSB on 06/04/20 Page 25 of 36

Names of Searched Parties Glen Marye Properties, LLC Regency Kimball, LLC Village Plaza Shopping Center, LLC OMZ King George, LLC Johnson - Johnson & Associates Regency Campbellsville, LLC GARDENSIDE CENTER LLC UNION CITY REALTY NOMINEE TRUST SFP Pool Seven, LLC Hupps Mill Plaza Associates, LLC Hauppauge Properties, LLC Scotland Crossing Investors, LLC Lowther Brothers, LLC Regency Commercial Associates LLC Consolidated Properties Of New York, LLC Towanda PA Holding LLC United Properties Corp. Bayside Limited Partnership TKG Morganfield Development, LLC W & C Properties of NC, LLC Regency Oxford II LLC Joe Amato Properties LP Tioga West LP Acadia Realty LP NG Richmond Hill, LLC Kroger Limited Partnership 1 Ershco, LLC CPEG Malta, LLC Fort Williams Square, LLC Oneida Company, Ltd. The SJ and The DJ Trust WRD Shippensburg, LP Westfall Town Center Joint Venture Hy-Vee, Inc. Macerich South Park Mall, LLC GGP Limited Partnership Times Square LLP - Terrace Pt LLC/Gr Forks INREIT, LLC ARCP MT Springfield IL, LLC Gravois Bluffs III, LLC Madison-East Towne, LLC Case 20-32564 Document 385-2 Filed in TXSB on 06/04/20 Page 26 of 36

Names of Searched Parties Des Moines Associates Goodrich Des Moines, LLC Robert M Allen Family LP Waterloo Center LLC Friedman Management Company 2057 N. Rock Road KS, LLC 911 Walnut, Inc. CM Morris Corners, LLC Lakeport Commons Center, LLC Midland Empire Retail LLC Thornton Town Center 05, LLC Fremont Mall LLC Simon Property Group, LP TKG Lincoln Crossing LLC Catalyst Westowne, LLC Noland Fashion SC LLC Big Creekwood Commons, LLC Mark Twain Village LLC TVM CenterCal LLC Broadmoor Towne Center, LLC PEBB O'Fallon, LLC Freedom Group, LLC Spirit Realty, LP Marketplace On First, LLC Southaven Towne Center ARCP MT Lafayette IN, LLC Fayette Plaza CMBS, LLC Pinnacle Hills TKG Coral North, LLC Phillip G Ruffin Lake Manawa G, LLC IRC Retail Center IRC Princess City Plaza LLC Cole MT Rapid City SD (I), LLC Burnsville Center SPE, LLC Tamarack Village Shopping Center The District, L.C. FC Riverdale Shopping Center, LLC Meridian CenterCal LLC Vestar Bowles Crossing, LLC EP Downtown, LLC Kenosha Southport, LLC CPP River Falls SPE I, LLC Case 20-32564 Document 385-2 Filed in TXSB on 06/04/20 Page 27 of 36

Names of Searched Parties SUSO 3 Southgate LP SP Porters Vale LLC Ash Investors, LLC National Retail Properties LaSalle Shopping Center, LLC National Retail Properties LP Arnold Crossroads, LLC Brazos TC - Partnership A, LP Regency Seymour LLC Regency Madison LLC RPS PROPERTIES L.P. Hays Mall, LLC FM 2920 Kuykendahl, LP. Atascocita 1692, LLC PWREI Greensburg, LLC R.L.P. Development Company, Inc. Northridge Shopping Center J. E. & G. E. Wharton DCM Ltd, LLC - C/o Admin Office Talon Properties, L.L.C. Great Plains Developments, LLC EMD Fort Scott, LLC Cedar Tree Management TKG Truman Lake Mall, LLC J. W. Franklin Co. Crown Hill Associates CWC 2006-C1 - 507 Park Lane, LLC Marshall Plaza LLC Southern Hills Shopping Center Bootheel Shopping Center, LLC Twin City Estate Corp. MEXWEST, LLC OP1, LLC Kirksville Shopping Center River City Mall of Keokuk Iowa, LLC ArciTerra OS Mt. Pleasant IA, LLC Regency Prairie du Chien LLC Brooklife Church, Inc. HP Taylorville LLC ACS II Fairview Park Plaza IL, LLC Times Square Realty LLC Regency Southwind, LLC Regency Princeton LLC Case 20-32564 Document 385-2 Filed in TXSB on 06/04/20 Page 28 of 36

Names of Searched Parties Cherry Tree Plaza, LLC MILLER FAMILY TRUST Midland Greencastle, LLC Shops at Crawfordsville, LLC Regency Northern Indiana, LLC Regency Columbia City, LLC Royale Property Management New Castle Equities LLC Brandywine Crossing, LLC MAP Shelbyville, LLC Artesian Square, LLC Regency Bedford LLC Salem Shopping Center, LLC Regency Tell City LLC Sentry Properties Regency Seymour, LLC Harrison Center, LLC Clintmont Company Ltd. Harvey A Tolson Tolson Investments Phillips Edison & CO. RAF Celina LLC First Van Wert, LLC Tiffin Westgate Co. Regency Bucyrus LLC 28 Kenton Plaza, LLC DNZ, LLC - Indianola Plaza Co. Frida Capital Investments, LLC New Boston Partners LLC. Ohio River Plaza Diversified I Fund LLC Westerville Square, Inc. Southeastern Ohio Management Co., LLC Lafayette Plaza, LLC Hocking Mall LLC RCG-Circleville, LLC Regency Mount Vernon LLC Coshocton Plaza LLC Salem Plaza Realty Partners, LP ML Plaza LLC Madison Land Ventures, LLC E & L Investors LA Fremont Investments, LLC Case 20-32564 Document 385-2 Filed in TXSB on 06/04/20 Page 29 of 36

Names of Searched Parties Ludington Center, LLC Kerr Manistee LLC Petoskey Mall Associates, LLC J & J Chrisman LLC Huron Crest Plaza, LLC Regency Commercial Associates The Willow Bend Apartments, LLC PCM Delta Properties, LLC Stockbridge Northridge, LLC Surmac Investments, LLC Weddington Plaza Partners LLC Eli Mazon Mitch Properties, LP Clarion Associates, L.P. Clifton M. Jones Sulphur Partners, Ltd.

Illinois National Insurance Company (AIG) ACE American Insurance Company Canopius Insurance Services Underwriters at Lloyd's Axis Insurance Company Beazley Insurance Company Freedom Specialty Insurance Co. Canopius Insurance Services Wesco Insurance Company The North River Insurance Co. Allied World Insurance Company Old Republic Insurance Company Illinois National Insurance Co. Beazley Insurance Company, Inc. Aria (SAC) Limited Axis Specialty Limited Beazley thru Lloyd's U.S. Specialty Insurance Company Arch Insurance Company Arch Indemnity Insurance Company North American Specialty Travelers Property Casualty Company Of America American Guarantee And Liability Insurance Company Case 20-32564 Document 385-2 Filed in TXSB on 06/04/20 Page 30 of 36

Names of Searched Parties Ace Property And Casualty Insurance Company The Insurance Company Of The State Of Pittsburgh, Pennsylvania (Aig)

American Bankers Insurance Co. of Florida Hartford Insurance Co. of the Midwest Wright National Flood Ins. Co Zurich American Insurance Company Lloyd’s of London, Starr, Aspen, RSUI and Various Markets Barocas, Alan Ellis, Diane Crowley, Elaine D Hesterberg, Earl Kranc, Lisa R Montgoris, William Glazer, Michael Curtis, Jason T Gray, Amy B Williams, Steven R Weber, Thorsten I Lundy, Russell A II Watters, Allan D Anthony, Robert J Costa, Jennifer E Fluke, Joan M Matzer, John N III McNaught, Donald C Beasley, Tassy Lee B Williams, Archie K Dalrymple, Amy Balasubramanian, Subha Chang, Esin M Kleiber, Wilfred C Polidori, Robert Wayne Grav, Elyndabeth Dorgan, James Q Harmon, Mary Buggs, Keiffer C Baker, George Grundy, James P Franks, Julie A Case 20-32564 Document 385-2 Filed in TXSB on 06/04/20 Page 31 of 36

Names of Searched Parties Netzel, Jeanice G Gill, Paige P Conner, Kelly Holtz, Bryan Jacobs, Consuela K Hubert, Jacquelyn E Perry, Ollie T Brown, Kristen E Latta, Michael L Anderson, Cory R Venkateswaran, Ravishankar Jones, Michael Lanier, Chris Kaliyaperumal, Sakthi Carpenter, Melanne J Alford, Robert W Lampman, Gina Rael, Louis C Willingham, Sabrina L Wright, Howard C Titcombe, Justin A Davis, Brian C McGuire, Todd M Weidemeyer, Deborah L Hybiak, Brian G Mathew, Annie Lettre, Kenneth J Bank of America Wells Fargo JPMorgan Chase Bank, N.A. BBVA Compass Bank ACE Property & Casualty ACE American Insurance Company Zurich North America Brookfield Lionstone Partners Prosperity Bank Amegy Bank Regions Bank Case 20-32564 Document 385-2 Filed in TXSB on 06/04/20 Page 32 of 36

Schedule 2

JW client Name Name Checked Relation to Debtors Status Against Database VeraBank, N.A. Verabank Bank Client BancorpSouth Bank Bancorp South Bank Client Prosperity Bank Prosperity Bank Bank Client Citizens Bank Citizens Bank Bank Client Regions Bank Regions Bank Bank Client BBVA USA dba BBVA BBVA Compass Bank Client First Financial Trust & First Financial Bank Bank Client Assets Management Co. First Financial Bank First Financial Bank Bank Client First Financial Credit First Financial Bank Bank Client Union International Bank of IBC Bank Bank Client Commerce Happy State Bank Happy State Bank Bank Client US Bank National US Bank Bank Client Association Pioneer Bank, SSB Pioneer Bank Bank Client Hancock Whitney Bank Hancock Whitney Bank Client City Bank Texas City Bank & Trust Bank Client Co. Equity Bank Equity Bank Bank Client First National Bank of The First National Bank Client Fort Stockton Bank First National Bank of The First National Bank Client Mount Vernon Bank First National Bank of The First National Bank Client Ballinger Bank Security Bank of Kansas Security Bank Bank Client City Solutions Security Bank Security Bank Bank Client Solutions Mineola Community Mineola Community Bank Client Bank SSB Bank BOKF, NA dba Bank of Bank of Oklahoma Bank Client Texas First Bank, Inc. OceanFirst Bank Bank Client Woodforest National Woodforest National Bank Client Bank Bank

25876176v.1 151008/00033 Case 20-32564 Document 385-2 Filed in TXSB on 06/04/20 Page 33 of 36

JW client Name Name Checked Relation to Debtors Status Against Database Union Bank of Union Bank Bank Client California, NA MUFG Union Bank, NA Union Bank Bank Client First Community Bank First Community Bank Client Corpus Christi Bank SunTrust Bank, Atlanta Suntrust Bank Bank Client Simmons Bank Simmons Bank Bank Client Simmons Bank Trust Simmons Bank Bank Client Department PNC Bank PNC Bank Bank Client Communitybank of First Citizen Bank Client Texas, NA Community Bank Cadence Bank Cadence Bank Bank Client Commerce Bank NA Commerce Bank Bank Client BMO Harris Bank NA BMO Harris Bank Bank Client BMO Financial Group BMO Harris Bank Bank Client DD Dunhill Hotel, LLC Ardmore Dunhill Landlord Client PTC Remainco Ltd. PTC TX Holdings, Landlord Client LLP LLC Weingarten Realty Weingarten Realty Landlord Client Investors, Inc. The Macerich Company Macerich Property Landlord Client Management Company, LLC One Eleven Revolution, One-Eleven, LLC Landlord Client Ltd. Meyerland Retail Meyerland Retail Landlord Client Associates, LLC Associates, LLC Brixmor Property Group Brixmor GA Apollo I Landlord Client TX Holdings, LLC Fickett, Frank I Franklin Fickett Landlord Client Charitable Foundation Miramar WF, LLC Miramar Beltline GP, Landlord Client LLC Brixmor Property Group Brixmor Holdings 12 Landlord Client SPE, LLC Walmart Employee Pool Walmart Realty, Co. Landlord Client Counsel DD Dunhill Hotel, LLC Dunhill Partners, Inc. Landlord Client BRE Solana, LLC BRE Retail Residual Landlord Client 3

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JW client Name Name Checked Relation to Debtors Status Against Database NC Owner L.P. Hill, Charles and Sherri Charles W. Hill Landlord Client DCTN3 Texas Portfolio DCTN3 Texas Landlord Client No. 1, LLC Portfolio No. 1, LLC Western Alliance Bank Western Alliance Landlord Client Bank Idea Incubator, LP IDEA, Inc. Landlord Client BRE Solana, LLC BRE RC 1890 Ranch Landlord Client TX LP Guardian Capital Guardian Investors Landlord Client Management, Limited Liability Company HEB, LP HEB Grocery Landlord Client Company, LP H.E. Button Foundation HEB Grocery Landlord Client Company, LP The Blackstone Group Blackstone Partners, Landlord Client LLC Ruth Crutcher Hayes Ruth Management, Landlord Client Management Trust LLC Somerset Partners LP Somerset Investment Landlord Client and Holdings, LLC ACS Manufacturing ACS Forest Landlord Client Commons MS, LLC Garrett, Blake Blake P. Garrett Landlord Client Regency Centers, L.P. Regency Jackson Landlord Client Square, LLC LVA4 Atlanta Colony Colony Square, LLC Landlord Client Square, LP Southeastern Real Estate Southeastern Realty, Landlord Client Group, LLC LLC RCG Partners, LP RCG-Circleville, Landlord Client LLC 100 East Huron Huron Crest Plaza, Landlord Client Condominium LLC Association Sulphur River Sulphur Partners, Ltd. Landlord Client Exploration, LLC ACE American Ace Property And Insurance Client Insurance Company Casualty Insurance Company Lloyd’s America, Inc. Lloyd’s of London Insurance Client

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JW client Name Name Checked Relation to Debtors Status Against Database Beazley Group Beazley Insurance Insurance Client Company Old Republic National Old Republic Insurance Client Title Insurance Insurance Company Company Aria Real Property, LLC Aria (SAC) Limited Insurance Client Travelers Bond and Travelers Property Insurance Client Financial Products Casualty Company Of Claim America Travelers Travelers Property Insurance Client Casualty Company Of America The Hartford – Huber Hartford Insurance Insurance Client Construction Co. of the Midwest Zurich U.S. Zurich American Insurance Client Insurance Company Zurich North America Zurich American Insurance Client Insurance Company Earl J. Hesterberg and Hesterberg, Earl Current Officers and Client Susan L. Hesterberg Directors Jones, Brent Michael Jones, Michael Current Officers and Client Directors Davis, Bryon and Brian Davis Current Officers and Client Michelle Directors Goodrich Petroleum Goodrich Des Landlords Client Corporation Moines, LLC Alan Friedman Interests, Friedman Landlord Client Inc. Management Company Simon Property Group Simon Property Landlord Client Group, LP Talon/LPE, Ltd. Talon Properties, Landlord Client LLC HP Inc. HP Taylorville LLC Landlord Client HP Club Partners HP Taylorville LLC Landlord Client Bank of America Bank of America Bank Client Wells Fargo Wells Fargo Lender Client JPMorgan Chase Bank, Chase Bank Client NA BBVA Compass Bank BBVA Compass Bank Client Bank ACE Property & ACE American Insurance Client

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JW client Name Name Checked Relation to Debtors Status Against Database Casualty Insurance Company ACE American ACE American Insurance Client Insurance Company Insurance Company Brookfield Brookfield Properties Landlord Client Lionstone Partners Lionstone Lender Client Prosperity Bank Prosperity Bank Bank Client Amegy Bank Amegy Bank Bank Client Regions Bank Regions Bank Banks Client

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF TEXAS HOUSTON DIVISION

) In re: ) Chapter 11 ) STAGE STORES, INC., et al.,1 ) Case No. 20-32564 (DRJ) ) Debtors. ) (Jointly Administered) )

ORDER GRANTING THE APPLICATION OF DEBTORS AND DEBTORS- IN-POSSESSION TO RETAIN JACKSON WALKER LLP AS CO-COUNSEL AND CONFLICTS COUNSEL FOR DEBTORS AND DEBTORS-IN-POSSESSION (Relates to Docket No. _____)

CAME ON FOR CONSIDERATION the Application of Debtors and Debtors-in-

Possession to Employ Jackson Walker LLP as Co-Counsel and Conflicts Counsel for the Debtors and Debtors-in-Possession (the “Application”) filed by Stage Stores, Inc., et al. (collectively, the

“Debtors”). The Court, having reviewed the Application, and the supporting documents thereto, and finding that it has jurisdiction over this matter pursuant to 28 U.S.C. § 1334, that the

Application was properly filed and served, that this is a core proceeding pursuant to 28 U.SC.

§ 157(b); and that venue is proper in this district pursuant to 28 U.S.C. §§ 1408 and 1409, and based upon good and sufficient cause appearing therefor; it is hereby:

ORDERED, ADJUDGED, AND DECREED that the Debtors shall be, and are hereby, authorized to retain Jackson Walker LLP as co-counsel and conflicts counsel upon the terms and conditions set forth in the Application as modified herein; it is further

ORDERED that Jackson Walker LLP shall apply for compensation for professional services rendered and reimbursement of expenses in accordance with the procedures set forth in

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§§ 330 and 331 of the Bankruptcy Code, applicable provisions of the Bankruptcy Rules, the

Local Rules, and any fee and expense guidelines or orders of this Court. Jackson Walker LLP also intends to make a reasonable effort to comply with the U.S. Trustee’s request for information and additional disclosures as set forth in the Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses under 11 U.S. C § 330 by Attorneys in Larger Chapter 11 Cases

Effective November 1, 2013 (the “U.S. Trustee Fee Guidelines”), both in connection with the

Application and the interim and final fee applications to be filed by Jackson Walker LLP in these chapter 11 cases. For billing purposes, Jackson Walker LLP shall keep its time in one tenth (1/10) hour increments in accordance with the U.S. Trustee’s Guidelines. Jackson Walker LLP will use its best effort to avoid any duplication of services provided by any of the Debtors’ other chapter 11 professionals in these chapter 11 cases; it is further

ORDERED that Jackson Walker LLP will review its files periodically during the pendency of these chapter 11 cases to ensure that no conflicts or other disqualifying circumstances exist or arise. If any new relevant facts or relationships are discovered or arise, Jackson Walker LLP will use reasonable efforts to identify such further developments and will promptly file a supplemental declaration, as required by Fed. R. Bankr. P. 2014(a); it is further

ORDERED that Jackson Walker, LLP shall not charge a markup to the Debtors with respect to fees billed by contract attorneys (“Contractors”) who are hired by Jackson Walker LLP to provide services to the Debtors, and shall ensure that any such Contractors that are attorneys are subject to conflict checks and disclosures in accordance with the requirements of the Bankruptcy

Code and Bankruptcy Rules; it is further

ORDERED that to the extent the Application or the Cavenaugh Declaration is inconsistent with this Order, the terms of this Order shall govern; it is further

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ORDERED that all billing records filed in support of fee applications will use an open and searchable LEDES or other electronic data format and that billing records will use the U.S.

Trustee’s standard project categories; it is further

ORDERED that notwithstanding anything to the contrary in the Application,

Jackson Walker, LLP shall not be entitled to reimbursement for fees and expenses incurred in connection with any objection to its fees absent further order of this Court; it is further

ORDERED that Jackson Walker LLP shall file a supplemental declaration with this Court and give not less than ten (10) business days’ notice to the Debtors, U.S. Trustee, and the Official

Committee of Unsecured Creditors, should one be appointed in these chapter 11 cases, prior to any increases in the rates set forth in the Application. The supplemental declaration shall explain the basis for the requested rate increases in accordance with 11 U.S.C. § 330(a)(3)(F) and state whether the Debtors have consented to the rate increase. The U.S. Trustee retains all rights to object to any hourly rate increases on all grounds, including the reasonableness standard set forth in § 330 of the Bankruptcy Code, and the Court retains the right to review any rate increase pursuant to § 330 of the Bankruptcy Code; it is further

ORDERED that the terms and conditions of this Order shall be immediately effective and enforceable upon its entry; it is further

ORDERED that this Court shall retain jurisdiction with respect to all matters arising from or relating to the interpretation or implementation of this Order.

SIGNED this _____ day of ______, 2020.

DAVID R. JONES UNITED STATES BANKRUPTCY JUDGE

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