Case 17-12906-CSS Doc 549 Filed 03/22/18 Page 1 of 16

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) ______)

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

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

1. I am a partner in the law firm of Thornton Grout Finnigan LLP (“TGF”) and a member of

the firm’s restructuring practice group. TGF maintains its principal place of business at 100

Wellington Street West, Suite 3200, Toronto-Dominion Centre, Toronto, Ontario M5K 1K7,

Canada. I am the lead counsel from TGF working on the above-captioned chapter 11 cases. I am a member in good standing of the Law Society of Ontario, licensed to practice law in the

Province of Ontario and the laws of Canada applicable therein. There are no disciplinary proceedings pending against me.

2. I submit this declaration (the “Supplemental Declaration”) in further support of the

Debtors’ Application for Entry of an Order Authorizing the Retention and Employment of

Thornton Grout Finnigan LLP as Canadian Insolvency Counsel to the Debtors and Debtors in

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. Case 17-12906-CSS Doc 549 Filed 03/22/18 Page 2 of 16 - 2 -

Possession Effective Nunc Pro Tunc to January 29, 2018 [Docket No. 397] (the “Application”)2 of the above-captioned debtors and debtors in possession (collectively, the “Debtors”), pursuant to sections 327(a) and 330 of title 11 of the United States Code (the “Bankruptcy Code”) and rules 2014(a) and 2016 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”).

Except as otherwise noted, I have personal knowledge of the matters set forth herein.

Background

3. On February 2, 2018, the Debtors filed the Application. In support of the Application, the Debtors filed the Declaration of D.J. Miller in Support of the Debtors’ Application for Entry of an Order Authorizing the Retention and Employment of Thornton Grout Finnigan LLP as

Canadian Insolvency Counsel to the Debtors and Debtors in Possession Effective Nunc Pro Tunc to January 29, 2018 (the “Original Declaration”), which was filed as Exhibit B to the

Application.

4. On February 22, 2018, the Court entered the Order Authorizing the Retention and

Employment of Thornton Grout Finnigan LLP as Canadian Insolvency Counsel to the Debtors and Debtors in Possession Effective Nunc Pro Tunc to January 29, 2018 [Docket No. 465] (the

“Retention Order”).

5. As I stated in the Original Declaration, TGF will continue searching its electronic database periodically during the pendency of these chapter 11 cases to ensure that no conflicts or other disqualifying circumstances exist or arise. Consistent with this statement, TGF has obtained information regarding all entities disclosed in the Original Declaration, and any connections to any additional entities not disclosed in the Original Declaration.

2 Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Application. Case 17-12906-CSS Doc 549 Filed 03/22/18 Page 3 of 16 - 3 -

6. This Supplemental Declaration is submitted pursuant to section 1746 of title 28 of the

United States Code. All facts set forth herein are based upon my personal knowledge of TGF’s

practices and TGF’s representation of the Debtors and information learned from my review of relevant documents and information supplied to me by other parties, including partners or

employees of TGF. No one individual at TGF has personal knowledge of all of the facts set

forth in this Supplemental Declaration.

Additional Disclosures

7. This Supplemental Declaration makes certain additional disclosures. Based on the

conflicts searches conducted to date, to the best of my knowledge, neither I, TGF, nor any

partner, or counsel, or associate thereof, insofar as I have been able to ascertain, has any

connections with the Debtors, their creditors, or any other entities who may be parties in interest,

their respective attorneys or accountants, the Office of the United States Trustee for the District

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

employed by the Bankruptcy Court for the District of Delaware, except as disclosed or otherwise

described herein and in the Original Declaration.

8. Attached hereto as Schedule 1 are additional names of individuals and entities that have

not previously been searched by TGF. These include:3

Schedule Category 1(a) 90-Day Payment Recipients 1(b) Notices of Appearance 1(c) Ordinary Course Professionals 1(d) Parties That Filed Proofs of Claim 1(e) Retained Professionals

3 Entities previously searched and connections previously disclosed in the Original Declaration have not been re- disclosed on the schedules attached hereto. TGF’s inclusion of any entity in the schedules attached hereto is not an admission that any such entity is a “party in interest” or has a valid claim against the Debtors. Case 17-12906-CSS Doc 549 Filed 03/22/18 Page 4 of 16 - 4 -

9. Listed on Schedule 2 to this Supplemental Declaration are the results of TGF’s conflicts

searches of the above-listed entities.4

10. Except as specifically discussed herein, the client representations identified in this

Supplemental Declaration and the attached schedules are not related to the Debtors or these

chapter 11 cases. The client representations identified in this Supplemental Declaration and the

attached schedules are not materially adverse to the interests of the Debtors’ estates. Moreover,

pursuant to section 327(c) of the Bankruptcy Code, TGF is not disqualified from acting as the

Debtors’ counsel merely because it represents or represented the Debtors’ creditors, equity security holders, or other parties in interest in matters unrelated to these chapter 11 cases.

11. TGF will not commence a cause of action in these chapter 11 cases against the parties

listed on Schedule 2 to this Supplemental Declaration that are current clients of TGF unless TGF

has an applicable waiver on file or first receives a waiver from such party allowing TGF to

commence such an action. To the extent that a waiver does not exist or is not obtained from such

client and it is necessary for the Debtors to commence an action against that client, the Debtors

will be represented in such particular matter by conflicts counsel.

12. None of the clients or client connections listed on Schedule 2 represents more than one

percent of TGF’s fee receipts for the twelve-month period ending February 28, 2018.

Continued Vigilance and Affirmative Statement of Disinterestedness

13. Based on the conflicts searches conducted to date and described in the Original

Declaration and herein, to the best of my knowledge and insofar as I have been able to ascertain,

4 As referenced in Schedule 2, the term “closed client” means an entity listed as a client in TGF’s conflicts search system for which the client representation has been closed and to whom no time has been posted in the 36 months preceding the Petition Date. Whether an actual client relationship exists can only be determined by reference to the documents governing TGF’s representation rather than its potential listing in TGF’s conflicts search system. Case 17-12906-CSS Doc 549 Filed 03/22/18 Page 5 of 16 - 5 -

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

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

interest adverse to the Debtors’ estates, and (b) TGF has no connection to the Debtors, their

creditors, or other parties in interest, except as may be disclosed in the Original Declaration and

herein.

14. TGF will continue to review its files periodically during the pendency of these chapter 11

cases to ensure that no conflicts or other disqualifying circumstances exist or arise. If any new

relevant facts or relationships are discovered or arise, TGF will use its reasonable efforts to

identify any such further developments and will file a supplemental declaration as required by

Bankruptcy Rule 2014(a) and as stated in the Original Declaration and herein.

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

and correct to the best of my knowledge and belief.

Dated: March 21, 2018 Respectfully submitted, Toronto, Province of Ontario, Canada /s/ D.J. Miller D.J. Miller as Partner of Thornton Grout Finnigan LLP

Case 17-12906-CSS Doc 549 Filed 03/22/18 Page 6 of 16

SCHEDULE 1

List of Schedules

Schedule Category 1(a) 90-Day Payment Recipients 1(b) Notices of Appearance 1(c) Ordinary Course Professionals 1(d) Parties That Filed Proofs of Claim 1(e) Retained Professionals Case 17-12906-CSS Doc 549 Filed 03/22/18 Page 7 of 16

SCHEDULE 1(a)

90-Day Payment Recipients

119 Leawood LLC CP Venture Five AV LLC 168th & Dodge LP CP Venture Five AWC LLC 2615 Medical Center Parkway CP Venture Six LLC ABQ Uptown LLC CPT Peachtree Forum I LLC Acadiana Mall CMBS LLC Crawfish LLC Alderwood Mall LLC Creative Coop Inc. Crestview Hills Town Center LLC All American Maintenance Cumberland Mall American Red Cross DDR Corp. LLC Arbor Place II LLC DDR Gresham Station LLC Arkansas, State of, Department of Finance DDRTC Birkdale Village LLC & Adminisitration Delaware, State of, Secretary Arthur J. Gallagher & Co, Insurance Brokers Destin Commons Phase III LP of California Inc. Digital Touch Systems Ashley Park Property Owner LLC DM Merchandising ATC Investors LP DML Marketing Group Ltd. Bayshore Town Center LLC Enterprise FM Trust Belden Mall LLC Equity One JV Sub Northborough LLC Belmar Commercial Owner LP Evergreen Walk Lifestyle Center LLC Big Waterfront Town Center I LLC Fairfax Co. of Virginia LLC BigMouth Inc. Fallen Timbers Shops LLC Bioworld Merchandising FC Wiregrass SPE LLC Bloomingdale Court LLC Fountains at Farah LP Blue Spring Partners LP LLC Bowie Mall Co. LLC Fragments BRE DDR BR Hillside IL LLC Frederick Westview Properties LLC BRE Thorne Preston Park LLC Frick Paper Brookhaven Village Plaza LLC G&I VII Brentwood LP Capital Mall Land LLC G&I VII Carriage Crossing LLC CBL Sm-Brownsville LLC G&I VII Reno Operating LLC CBL-Friendly Center LLC GGP Grandville LLC Centro/IA Quentin Collection LLC GGP-TRS LLC CH Realty VII/R NoVa Promenade LLC Greenwood Park Mall LLC Charter Capital Hamilton TC LLC LLC Hammond Square LLC Clay Terrace Partners LLC Hancock Management Partners Cole Credit Property Trust V Inc. Heritage Trinity Commons SPE LP Cole Mt Sunset Valley TX LLC HGREIT II Edmondson Road LLC Columbia Mall Partnership Hines Global REIT Corporation Service Co. Hines Global REIT Properties LP Corpus Christi Retail Venture LP Hon Fang Garment Industrial Corp. CP Commercial Delaware LLC Illume Holding Co. LLC Case 17-12906-CSS Doc 549 Filed 03/22/18 Page 8 of 16 3

IMI MSW LLC PopSockets Inland National Real Estate Services LLC Ramco Jacksonville LLC IRC Retail Centers RED Capitol Management LLC Irvine Co. LLC, The Red Cityscape Development LLC J. Frank Associates LLC Red Summit Fair LLC James Campbell Co. LLC Reef Continental Master Trust Jamestown/South Shore Center Reflektion Inc. JAS Forwarding USA Inc. Retail Finance Advisors LLC Jefferson Pointe IMI LLC Richline Group Inc. Jeffrey A. Klein PC RN 124/125 Co. LLC JG Winston-Salem LLC Rockwall Crossing Ltd. Johnson City Venture LLC RREEF America REIT II Corp. JRA HHF Venture LLC Sands Bethworks Retail LLC Kikkerland Design Sarm Five Points Plaza LLC Kimco Income Operating Partnership LP Saucon Valley Lifestyle Center LP Kimco Realty Schenker Inc. Kimco Realty Corp. Secret Charm LLC KRG New Hill Place I LLC Shadow Lake Town Center LLC Leader OnBoarding Shoppes at Flemington LLC Legacy Village Investors LLC Shoppes at Fox River, The Little Rock Development Co. LLC Shoppes at North Brunswick LLC, The LPF Geneva Commons LLC Shoppes at River Crossing M&J Wilkow Shoppes at St. Clair CMBS LLC Macerich Fresno LP Simon Property Group TX LP Macerich Oak LLC SM South LLC Macerich Twenty Ninth Street LLC Socmi LLC Macerich Vintage Faire LP SOF-IX Blueback Square Holdings LP Madison Waldorf LLC SOF-IX PB Owner LP Madison/West Towne LLC Spain Price Reader & Thompson PC Mall at SPG Prien LLC Mall at Lexington Green LLC, The Spotsylvania Towne Center MCA Promenade Owner LLC SRMF Town Square Owner LLC Mid South Outlet Shops LLC Staff Force Inc. MNH Mall LLC Star-West Franklin Park Mall LLC Northridge Owner LP Station Park Central LLC Oaks Mall, The Stonecreek Village SC LLC Oglethorpe Mall LLC T L Street Marketplace Pads NE LLC OKC Outlets I LLC Taubman Auburn Hills Associates Ltd. Park Meadows Mall LLC T-C Southside at McEwen Retail LLC Park West Village Phase II LLC Temecula Towne Center Associates Parkway Place SPE LLC Temple Towne Center TX Payflex Systems USA Inc. Texas Avenue Crossing LP Pearland Town Center LP TM Wellington Green Mall LP PFP Columbus II LLC TRPF Marlton Square LLC Pier Park LLC Tyler Mall LP Plaza Bonita LP Uptown Village at Cedar Hill LP Case 17-12906-CSS Doc 549 Filed 03/22/18 Page 9 of 16 4

US Centennial Malls JV LLC USI Southwest USPG Indian Lake LLC Vestar Green Valley LLC Vestar-CPT Tempe Marketplace LLC Washington Prime Group LP Washingtonian Lake Retail LLC Weingarten Realty Investors West County Shoppingtown LLC West Town Mall Western B South LLC Westfield America LP W-LD Legends Holdings VII LLC LLC WPG Wolf Ranch LLC W-PT Metro Center Owner VIII LLC WS Smithfield Associates LLC Yiwu Erxin Supply Chain Manage Co. Ltd. Case 17-12906-CSS Doc 549 Filed 03/22/18 Page 10 of 16

SCHEDULE 1(b)

Notices of Appearance

1420 N Parham Road LC G&I Retail Carriage LLC A-L 95 Creekside TC Phase 2 LP Garland Indepdendent School District (TX) Allen Independent School District (TX) GGP Ltd. American Lebanese Syrian Associated Greene Town Center LLC Charities Inc. Gregory Greenfield & Associates Ltd. Annapolis Mall Owner LLC Harris, County of (TX) ARC SWWMGPA001 LLC Highland Village, City of (TX) ARC WEMPSMN001 LLC Hilco Merchant Resources LLC Arlington Independent School District (TX) Hingham Launch Property LLC A-S 93 SH 130-SH 45 LP Hongkong K & J Fashion Co. Ltd. Atascocita 1692 LLC International Speedway Square Ltd. Bank of America NA IREIT Pleasant Prairie Ridge LLC Bayer Retail Co. LLC JPMorgan Chase Bank NA Bell, County of (TX), Appraisal District Kimco 290 Houston II LP Bexar, County of (TX) Kimco Arbor Lakes SC LLC Brandon Shopping Center Partners Ltd. Kimco Lewisville LP Brazos TC South Partnership B LP KIR Tampa 003 LLC BRE RC 1890 Ranch TX LP KJ Fashion Co. Ltd. Brixmor Property Group Inc. KRG New Hill Place LLC Cafaro Management Co. KRG/Atlantic Delray Beach LLC Cape Town Plaza LLC Lewisville Independent School District (TX) Capital Augusta Properties LLC Lubbock Central Appraisal District (TX) Castle & Cooke Corona Crossings LLC Marketplace Mall, The CenterCal Properties LLC Meyerland Retail Associates LLC City of Garland Partnership Montgomery, County of (TX) Countryside Mall LLC North County Fair LP CPBP-VII Associates LP Novi Town Center Investors LLC Cypress-Fairbanks Independent School Paymentech LLC District (TX) Pennsylvania, Commonwealth of Dallas, County of (TX) PGIM Real Estate Deutsche Asset & Wealth Management Plaza Bonita LLC District at Green Valley LLC Regency Centers Corp. District LC, The Reno Retail Co. LLC Donahue Schriber Realty Group LP Retail Opportunity Investments Corp. El Paso, City of (TX) Rockwall Central Appraisal District (TX) EWH Escondido Associates LP Rouse Properties LLC Federal Realty Investment Trust Route 146 Millbury LLC Fort Bend Independent School District (TX) Santa Anita Shoppingtown LP Fort Bend, County of (TX) Starwood Retail Partners LLC Fort Bend, County of (TX), Water Control Summit Management Group & Improvement District No. 2 SVF University Westwood LLC Fourth Quarter Properties XLI LLC Tarrant, County of (TX) Case 17-12906-CSS Doc 549 Filed 03/22/18 Page 11 of 16 6

Taubman Landlords Waco, City of (TX) Temple Towne Center LP Washington Prime Group Inc. Texas, State of, Workforce Commission Wea Palm Desert LLC Town Square Ventures LP Webb Gin Property SUB LLC Travis, County of (TX) Westfield LLC Tri-Coastal Design Group Inc. Westland South Shore Mall LP Turnberry Associates Wichita Falls Independent School District Valencia Town Center Venture LP (TX) Vestar CPT Tempe Marketplace LLC Wichita Falls, City of (TX) Vestar DRM-OPCO LLC Wichita, County of (TX) Vestar Gateway LLC Wilmington Trust NA Vestar Orchard Towne Center LLC YTC Mall Owner LLC W/S Smithfield Associates LLC Zona Rosa Development LLC Case 17-12906-CSS Doc 549 Filed 03/22/18 Page 12 of 16

SCHEDULE 1(c)

Ordinary Course Professionals

Alston & Bird LLP CM Resources Crowe Horwath First Advantage Tax Consulting Services LeFevre Law PC Lewis Brisbois Bisgaard & Smith LLP Littler Mendelson PC Locke Lord LLP RGIS Ryan Tax Compliance Services Sharretts Paley Carter & Blauvelt PC UpCounsel Inc. Wormser Kiely Galef & Jacobs LLP

Case 17-12906-CSS Doc 549 Filed 03/22/18 Page 13 of 16

SCHEDULE 1(d)

Parties That Filed Proofs of Claim

180 Innovations LLC Edge Accessories Ltd. 360 Professional Alliance Inc. Emanuel-Geraldo Inc. 5616 Bay Street Investor LLC Euler Hermes NA ABT Owner 1 LP Evolutioneyes Inc. Acacia, Dominique FedEx Corporate Services Inc. Accountemps Flagstaff Aspen Place LLP AccuData Systems Inc. G&I VII Retail Carriage LLC Allure Eyewear Gates Wears Amaravathi Textiles Pvt. Ltd. GG International Manufacturing Co. Ltd. Aminco International GG&A Central Mall Partners LP Antelope Valley Mall LLC GGP-Natick West LLC B. Base IDG LLC GGP-Otay Ranch LP Battery-Biz Inc. Glimcher MJC LLC Blackhawk CenterCal LLC Global Visual Group LLC Bobino USA LLC GM International Co. Ltd. Boelter Cos. Inc., The Google LLC Bramalea City Centre Equities Inc. GSCM HK Ltd. BRE Industries/iMoshion Guangzhou Aosheng Leather Co. Ltd. Brixmor Oakwood Commons LLC Guangzhou Luogelang Leather Co. Ltd. Brixmor/IA Quentin Collection LLC Hangerlogic Inc. BV CenterCal LLC Harbinger Sign BV Waco Central Texas Marketplace LLC Hardy, Steve California, State of, Department of Tax and Hart TC IV LLC Fee Administration Hawthorn LP Canon Financial Services Inc. HB Connections Inc. Chanaratsopon, Charlie HireClix LLC Charlottesville Fashion Square LLC Hong Kong K & J Fashion Co. Ltd. Cheetah Digital Inc. Hong Kong RZX International Co. Chronicle Books LLC Hot Sox Division of Renfro Corp. Cognizant Tech Solutions U.S. Corp. Hutensky Cognizant Technology Solutions U.S. Corp. HYG Financial Services Inc. Collection at Riverpark, The IMI Colorado Springs LLC Collection XIIX Ltd. IMI Jefferson Pointe LLC Connective Talent Corp. International Paragon Corp. Constellation New Energy Inc. IQ Total Source LLC Creative Resources IRC Fort Smith LLC Crème Shop, The JCC California Properties LLC DCKAP Inc. Jiangsu Hongdou Imp & Exp Co. Ltd. Dell Marketing LP JMS 445 LLC Displays by Jack Kenilworth Creations Inc. DML Marketing Group Kentucky Oaks Mall Co. Domain Mall II LLC, The Korea Trade Insurance Corp. Case 17-12906-CSS Doc 549 Filed 03/22/18 Page 14 of 16 9

LA Chic Designs LLC Shoppes at North Brunswick LLC LA Gem & Jewelry Design Inc. SOCM I LLC Lam, Bonnie Sony Music Entertainment Legacy Paper & Packaging LLC Specialty Store Services Little Earth Productions Inc. SteelHouse Inc. Livingston International Stonestown Shopping Center LP Macerich Oaks LLC Stylescape Inc. Mall at Jefferson Valley LLC SVR University Westwood LLC Mall at Longview LLC Tai Apparel LLC Marotto Corp. Talking Tables Inc. Meri Meri Tanger Outlets Memphis Metro Tech Services Tanger Southaven Milberg Factors Inc. Taylor Communications Mingheng Jewelry Co. Ltd. Temple Town Center LP Mixologie TM Fairlane Center LP MJ Jewels Co. Ltd. True Fabrications Inc. Morgan Stanley Senior Funding Inc. TSG Consumer Partners LLC Morguard Corp. TUP 130 LLC Natasha Accessories Ltd. Two’s Co. Inc. Nayak, Jayanthi Tycoon International Inc. New Plan Hampton Village LLC UBS Realty Investors LLC NMR Distribution America Inc. Unemployed Philosophers Inc. Nobletex Co. Ltd. United States, Government of the, NPW-USA Inc. Department of Treasury, Internal Ooly LLC Revenue Service Orly Shoe Corp. Vimal Exports Global LLP Pacific Buying & Marketing Service Ltd. Vintage Oaks at Novato Phoenix Jewelry Manufacturing Inc. W/S Smithfield Associates Phrasee Ltd. Watters Creek Owner LLC Pioneer Place LLC Waypoint Business Solutions LLC PopSockets LLC Western B South TX LLC PR Mercato LLC WFH 445 LLC Primitives by Kathy Inc. WIN Mart International Development Ltd. Qingdao Style Arts & Craft Co. Ltd. Winder, U’rica A. R&J Manufacturing Co. WPG Westshore LLC RED Lee's Summit East LLC W-PT Metro Crossing Owner VIII LLC Redstone Foods Inc. Yours Enterprise Co. Ltd. Reed Smith LLP RetailMeNot Inc. Saison Ltd. Sandusky Mall Co. Sarina Accessories LLC Sasha Handbags Inc. Shadow Lake Towne Center LLC Shanghai On Best Garments Co. Ltd. Shine Collections Pvt. Ltd. Case 17-12906-CSS Doc 549 Filed 03/22/18 Page 15 of 16

SCHEDULE 1(e)

Retained Professionals

Benesch Friedlander Coplan & Aronoff LLP Cooley LLP Zolfo Cooper

Case 17-12906-CSS Doc 549 Filed 03/22/18 Page 16 of 16

SCHEDULE 2

Name of Entity and/or Affiliate of Entity, Status Name of Entity Searched that is a TGF Client Alston & Bird LLP Alston & Bird LLP Closed

Bank of America NA Bank of America NA Closed Bank of America Closed