Official Form 201 Voluntary Petition for Non-Individuals Filing for Bankruptcy page 1 

Official Form 201

Voluntary Petition for Non-Individuals Filing for Bankruptcy 04/16

If more space is needed, attach a separate sheet to this form. On the top of any additional pages, write the debtor’s name and the case

number (if known). For more information, a separate document, Instructions for Bankruptcy Forms for Non-Individuals, is available. 

1. Debtor’s name ______________________________________________________________________________________________________

2. All other names debtor used

in the last 8 years

Include any assumed names,

trade names, and doing business

as names

______________________________________________________________________________________________________

______________________________________________________________________________________________________

______________________________________________________________________________________________________

______________________________________________________________________________________________________

______________________________________________________________________________________________________

3. Debtor’s federal Employer

Identification Number (EIN) ___ ___ – ___ ___ ___ ___ ___ ___ ___

4. Debtor’s address Principal place of business

______________________________________________

Number Street

______________________________________________

______________________________________________

City State ZIP Code 

______________________________________________

County

Mailing address, if different from principal place 

of business

_______________________________________________

Number Street

_______________________________________________

P.O. Box

_______________________________________________

City State ZIP Code

Location of principal assets, if different from 

principal place of business

_______________________________________________

Number Street

_______________________________________________

_______________________________________________

City State ZIP Code

5. Debtor’s website (URL) ____________________________________________________________________________________________________

6. Type of debtor  Corporation (including Limited Liability Company (LLC) and Limited Liability Partnership (LLP))

 Partnership (excluding LLP)

 Other. Specify: __________________________________________________________________

United States Bankruptcy Court for the:

____________________ District of _________________

(State)

Case number (If known): _________________________ Chapter _____

Fill in this information to identify the case:

 Check if this is an 

amended filing

 

Eastern Virginia

11

Gymboree Group, Inc

Giraffe New OPCO, Inc.

71 Stevenson Street

Suite 2200

San Francisco CA 94105

San Francisco, CA

http://www.gymboree.com

✔

.

Case 19-30258-KLP Doc 1 Filed 01/17/19 Entered 01/17/19 01:22:18 Desc Main

 Document Page 1 of 51
Debtor _______________________________________________________ Case number (if known)_____________________________________ Name

Official Form 201 Voluntary Petition for Non-Individuals Filing for Bankruptcy page 2

7. Describe debtor’s business

A. Check one:

 Health Care Business (as defined in 11 U.S.C. § 101(27A))

 Single Asset Real Estate (as defined in 11 U.S.C. § 101(51B))

 Railroad (as defined in 11 U.S.C. § 101(44))

 Stockbroker (as defined in 11 U.S.C. § 101(53A))

 Commodity Broker (as defined in 11 U.S.C. § 101(6))

 Clearing Bank (as defined in 11 U.S.C. § 781(3))

 None of the above

B. Check all that apply:

 Tax-exempt entity (as described in 26 U.S.C. § 501)

 Investment company, including hedge fund or pooled investment vehicle (as defined in 15 U.S.C. 

§ 80a-3)

 Investment advisor (as defined in 15 U.S.C. § 80b-2(a)(11))

C. NAICS (North American Industry Classification System) 4-digit code that best describes debtor. See 

http://www.uscourts.gov/four-digit-national-association-naics-codes .

___ ___ ___ ___

8. Under which chapter of the

Bankruptcy Code is the

debtor filing?

Check one:

 Chapter 7 

 Chapter 9

 Chapter 11. Check all that apply:

Debtor’s aggregate noncontingent liquidated debts (excluding debts owed to 

insiders or affiliates) are less than $2,566,050 (amount subject to adjustment on 

4/01/19 and every 3 years after that).

The debtor is a small business debtor as defined in 11 U.S.C. § 101(51D). If the 

debtor is a small business debtor, attach the most recent balance sheet, statement 

of operations, cash-flow statement, and federal income tax return or if all of these 

documents do not exist, follow the procedure in 11 U.S.C. § 1116(1)(B).

 A plan is being filed with this petition.

 Acceptances of the plan were solicited prepetition from one or more classes of 

creditors, in accordance with 11 U.S.C. § 1126(b).

 The debtor is required to file periodic reports (for example, 10K and 10Q) with the 

Securities and Exchange Commission according to § 13 or 15(d) of the Securities 

Exchange Act of 1934. File the Attachment to Voluntary Petition for Non-Individuals Filing 

for Bankruptcy under Chapter 11 (Official Form 201A) with this form.

 The debtor is a shell company as defined in the Securities Exchange Act of 1934 Rule 

12b-2.

 Chapter 12

9. Were prior bankruptcy cases

filed by or against the debtor

within the last 8 years?

If more than 2 cases, attach a

separate list.

 No

 Yes. District _______________________ When _______________ Case number _________________________

MM / DD / YYYY

District _______________________ When _______________ Case number _________________________

MM / DD / YYYY

10. Are any bankruptcy cases

pending or being filed by a

business partner or an

affiliate of the debtor?

List all cases. If more than 1,

attach a separate list.

 No

 Yes. Debtor _____________________________________________ Relationship _________________________

__________________ 

MM / DD / YYYY

Case number, if known ________________________________

District _____________________________________________ When 



&BTUFSO%JTUSJDUPG7JSHJOJB

Gymboree Group, Inc

✔

✔

✔

✔ See Rider 1 Affiliate

.

Case 19-30258-KLP Doc 1 Filed 01/17/19 Entered 01/17/19 01:22:18 Desc Main

 Document Page 2 of 51
Debtor _______________________________________________________ Case number (if known)_____________________________________ Name

Official Form 201 Voluntary Petition for Non-Individuals Filing for Bankruptcy page 3

11. Why is the case filed in this

district?

Check all that apply:

 Debtor has had its domicile, principal place of business, or principal assets in this district for 180 days 

immediately preceding the date of this petition or for a longer part of such 180 days than in any other 

district.

 A bankruptcy case concerning debtor’s affiliate, general partner, or partnership is pending in this district.

12. Does the debtor own or have

possession of any real

property or personal property

that needs immediate

attention?

 No

 Yes. Answer below for each property that needs immediate attention. Attach additional sheets if needed.

Why does the property need immediate attention? (Check all that apply.)

 It poses or is alleged to pose a threat of imminent and identifiable hazard to public health or safety.

What is the hazard? _____________________________________________________________________

 It needs to be physically secured or protected from the weather.

 It includes perishable goods or assets that could quickly deteriorate or lose value without 

attention (for example, livestock, seasonal goods, meat, dairy, produce, or securities-related 

assets or other options).

 Other _______________________________________________________________________________

Where is the property?_____________________________________________________________________

Number Street

____________________________________________________________________

_______________________________________ _______ ________________

City State ZIP Code

Is the property insured?

 No

 Yes. Insurance agency ____________________________________________________________________

Contact name ____________________________________________________________________

Phone ________________________________

Statistical and administrative information

13. Debtor’s estimation of

available funds

Check one:

 Funds will be available for distribution to unsecured creditors.

 After any administrative expenses are paid, no funds will be available for distribution to unsecured creditors. 

14. Estimated number of

creditors

 1-49

 50-99

 100-199

 200-999

 1,000-5,000

 5,001-10,000

 10,001-25,000

 25,001-50,000

 50,001-100,000

 More than 100,000

15. Estimated assets

 $0-$50,000

 $50,001-$100,000

 $100,001-$500,000

 $500,001-$1 million

 $1,000,001-$10 million

 $10,000,001-$50 million 

 $50,000,001-$100 million

 $100,000,001-$500 million

 $500,000,001-$1 billion

 $1,000,000,001-$10 billion

 $10,000,000,001-$50 billion

 More than $50 billion

Gymboree Group, Inc

✔

✔

✔

✔

✔

.

Case 19-30258-KLP Doc 1 Filed 01/17/19 Entered 01/17/19 01:22:18 Desc Main

 Document Page 3 of 51
Debtor _______________________________________________________ Case number (if known)_____________________________________ Name

Official Form 201 Voluntary Petition for Non-Individuals Filing for Bankruptcy page 4

16. Estimated liabilities

 $0-$50,000

 $50,001-$100,000

 $100,001-$500,000

 $500,001-$1 million

 $1,000,001-$10 million

 $10,000,001-$50 million

 $50,000,001-$100 million

 $100,000,001-$500 million

 $500,000,001-$1 billion 

 $1,000,000,001-$10 billion

 $10,000,000,001-$50 billion

 More than $50 billion

Request for Relief, Declaration, and Signatures

WARNING -- Bankruptcy fraud is a serious crime. Making a false statement in connection with a bankruptcy case can result in fines up to 

$500,000 or imprisonment for up to 20 years, or both. 18 U.S.C. §§ 152, 1341, 1519, and 3571.

17. Declaration and signature of

authorized representative of

debtor

 The debtor requests relief in accordance with the chapter of title 11, United States Code, specified in this

petition.

 I have been authorized to file this petition on behalf of the debtor.

 I have examined the information in this petition and have a reasonable belief that the information is true and

correct.

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

Executed on _________________

MM / DD / YYYY

8____________________________________________ _______________________________________________

Signature of authorized representative of debtor Printed name

Title _________________________________________

18. Signature of attorney 8_____________________________________________ Date _________________

Signature of attorney for debtor MM / DD / YYYY

_________________________________________________________________________________________________

Printed name

_________________________________________________________________________________________________

Firm name

_________________________________________________________________________________________________

Number Street

____________________________________________________ ____________ ______________________________

City State ZIP Code 

____________________________________ __________________________________________

Contact phone Email address

______________________________________________________ ____________

Bar number State





Gymboree Group, Inc

✔

/s/ Jon W. Kimmins Jon W. Kimmins

Authorized Signatory

/s/ Michael A. Condyles

Michael A. Condyles

Kutak Rock LLP

901 East Byrd Street, Suite 1000

Richmond VA 23219-4071

804-343-5227 michael.condyles@kutakrock.com

27807 VA

.

Case 19-30258-KLP Doc 1 Filed 01/17/19 Entered 01/17/19 01:22:18 Desc Main

 Document Page 4 of 51
Fill in this information to identify the case: 

United States Bankruptcy Court for the: 

Eastern District of Virginia 

(State) 

Case number 

(if known):

__________________ Chapter 11 

 Check if this is an 

amended filing

Rider 1 

Pending Bankruptcy Cases Filed by the Debtor and Affiliates of the Debtor 

On the date hereof, each of the affiliated entities listed below, including the debtor in this 

chapter 11 case (collectively, the “Debtors”), filed a petition in the United States Bankruptcy Court 

for the Eastern District of Virginia (this “Court”) for relief under chapter 11 of title 11 of the United 

States Code. The Debtors will move for joint administration of their cases under the case number 

assigned to the chapter 11 case of Gymboree Group, Inc.1

• Gymboree Distribution, Inc.

• Gymboree Group, Inc.

• Gymboree Holding Corporation

• Gymboree Intermediate Corporation

• Gymboree Island, LLC (Puerto Rico)

• Gymboree Manufacturing, Inc.

• Gymboree Operations, Inc.

• Gymboree Retail Stores, LLC

• Gymboree Wholesale, Inc.

• Gym-Card, LLC

• Gym-Mark, Inc.

1

 On June 12, 2017, certain of the Debtors’ predecessors in interest commenced chapter 11 cases before this Court 

(the “Prior Cases”), which were jointly administered under the caption In re The Gymboree Corp., No. 17-32986 

(KLP). On September 7, 2017, a plan of reorganization was confirmed in the Prior Cases, and such plan went 

effective on September 29, 2017. On January 19, 2018, all of the Prior Cases, other than the case of The Gymboree 

Corp., were closed. 

Case 19-30258-KLP Doc 1 Filed 01/17/19 Entered 01/17/19 01:22:18 Desc Main

 Document Page 5 of 51
Official Form 204 Chapter 11 or Chapter 9 Cases: List of Creditors Who Have the 50 Largest Unsecured Claims page 1

Check if this is an amended filing

Fill in this information to identify the case:

Official Form 204

Chapter 11 or Chapter 9 Cases: List of Creditors Who Have the 50 Largest Unsecured Claims and Are Not Insiders 12/15

A list of creditors holding the 20 largest unsecured claims must be filed in a Chapter 11 or Chapter 9 case. Include claims which the debtor disputes. Do not include 

claims by any person or entity who is an insider, as defined in 11 U.S.C. § 101(31). Also, do not include claims by secured creditors, unless the unsecured claim 

resulting from inadequate collateral value places thecreditor among the holders of the 20 largest unsecured claims.

Name of creditor and complete mailing

address, including zipcode

Name, telephonenumber and email address

of creditorcontact

Nature of claim

(for example,

trade debts, bank 

loans,

professional

services, and

government

contracts)

Indicate if

claim is

contingent,

unliquidated,

or disputed

Amount ofclaim

If the claim is fully unsecured, fill in only unsecured claim amount. If claim is partially secured,

fill in total claim amount and deduction for value of collateral or setoff to calculate unsecured

claim.

Total claim,

if partially 

secured

Deduction for value of 

collateral orsetoff

Unsecured

claim

1

HANSOLL TEXTILE LTD.

DAVID PARK 

HANSOLL TEXTILE BLDG.

268 SONGPA-DAERO

SONGPA-GU

SEOUL

KOREA

HANSOLL TEXTILE LTD.

DAVID PARK 

PHONE: 822-3287-8084

FAX: 

EMAIL: davidpark@hansoll.com

TRADE PAYABLE $12,094,790 

2

TIP TOP FASHIONS LTD

MR. TOFAZAL AL

INDUSTRIAL PLOTE NO-1(5THFLOOR), BL

DHAKA

BANGLADESH

TIP TOP FASHIONS LTD

MR. TOFAZAL AL

PHONE: 8809666778800

FAX: 

EMAIL: ali_t@standard-group.com

TRADE PAYABLE $9,705,592 

Fill in this information to identify the case:

Debtor Name Gymboree Group, Inc., et al.

United States Bankruptcy Court for the: Eastern District of Virginia 

(Richmond Division)

Case number (if known): __________________________



Case 19-30258-KLP Doc 1 Filed 01/17/19 Entered 01/17/19 01:22:18 Desc Main

 Document Page 6 of 51
Debtor ______________________________________________ Case number (if known) ____________

Name

Official Form 204 Chapter 11 or Chapter 9 Cases: List of Creditors Who Have the 50 Largest Unsecured Claims 

Name of creditor and complete mailing

address, including zipcode

Name, telephonenumber and email address

of creditorcontact

Nature of claim

(for example,

trade debts, bank 

loans,

professional

services, and

government

contracts)

Indicate if

claim is

contingent,

unliquidated,

or disputed

Amount ofclaim

If the claim is fully unsecured, fill in only unsecured claim amount. If claim is partially secured,

fill in total claim amount and deduction for value of collateral or setoff to calculate unsecured

claim.

Total claim,

if partially 

secured

Deduction for value of 

collateral orsetoff

Unsecured

claim

3

PAN PACIFIC CO LTD.

SIMON CHONG

12, DIGITAL-RO 31-GIL

GURO-DONG 197-21

GURO-GU

SEOUL, 08380

KOREA

PAN PACIFIC CO LTD.

SIMON CHONG

PHONE: 82-2-3494-9135

FAX: 

EMAIL: simonchong@pti-pacific.com

TRADE PAYABLE $7,128,557 

4

MAWNA FASHIONS LTD

ABDUL KADER ANU

BGMEA COMPLEX (12TH FLOOR) 23/1

DHAKA, 1215

BANGLADESH

MAWNA FASHIONS LTD

ABDUL KADER ANU

PHONE: 880-2-7790060-67

FAX: 

EMAIL: anu@dbl-group.com

TRADE PAYABLE $5,578,573 

5

CONCEPT KNITTING LIMITED

AHMED ARIF BILLAH

HOUSE# B-105 (1ST FLOOR), ROAD # 8

NEW DOHS, MOHAKHALI

DHAKA, 1206

BANGLADESH

CONCEPT KNITTING LIMITED

AHMED ARIF BILLAH

PHONE: 8809814730

FAX: 

EMAIL: arif@mascoknit.com

TRADE PAYABLE $5,285,564 

6

ROYAL CLASSIC MILLS (P) LTD

MR. GOPAL

31, MANGALAM ROAD

PULIYAMARA THOTTAM, KATAPALAYAM, 

TIRUPPUR

TAMIL NADU, 641604

INDIA

ROYAL CLASSIC MILLS (P) LTD

MR. GOPAL

PHONE: 91-421-3011300

FAX: 

EMAIL: gopal@rcg.in 

TRADE PAYABLE $4,698,146 

7

SHARTEX INTERNATIONAL TRADING 

HARRY MENG

HELENA YAO

10F BLOCK A

688 DALIAN ROAD

SHANGHAI, 200082

CHINA

SHARTEX INTERNATIONAL TRADING 

HARRY MENG

HELENA YAO

PHONE: 8809666778800

FAX: 

EMAIL: menghua@shartex.net

helena_yao@shartex.net

TRADE PAYABLE $4,454,648 

Gymboree Group, Inc., et al.

Case 19-30258-KLP Doc 1 Filed 01/17/19 Entered 01/17/19 01:22:18 Desc Main

 Document Page 7 of 51
Debtor ______________________________________________ Case number (if known) ____________

Name

Official Form 204 Chapter 11 or Chapter 9 Cases: List of Creditors Who Have the 50 Largest Unsecured Claims 

Name of creditor and complete mailing

address, including zipcode

Name, telephonenumber and email address

of creditorcontact

Nature of claim

(for example,

trade debts, bank 

loans,

professional

services, and

government

contracts)

Indicate if

claim is

contingent,

unliquidated,

or disputed

Amount ofclaim

If the claim is fully unsecured, fill in only unsecured claim amount. If claim is partially secured,

fill in total claim amount and deduction for value of collateral or setoff to calculate unsecured

claim.

Total claim,

if partially 

secured

Deduction for value of 

collateral orsetoff

Unsecured

claim

8

LIM LINE APPAREL CO. LTD.

MR.SONGCHAI SANKINGTHONG 

MR. PAIBOON PURITEERANGKUL

844/60 CHAROEN KRUNG ROAD SOI WAT 

CHAN NAI

BANG KHO LAEM

BANGKOK, 10120

THAILAND

LIM LINE APPAREL CO. LTD.

MR.SONGCHAI SANKINGTHONG 

MR. PAIBOON PURITEERANGKUL

PHONE: (66) 02 289 4688

FAX: 

EMAIL: song@limline.co.th

paiboonp@limline.co.th

TRADE PAYABLE $4,196,095 

9

TONGXIANG COLAX INDUSTRIAL

JASON YU

FIONA LIU

ZHEJIANG ZHEJIANG PROVINCE

JIAXING CITY

CHINA

TONGXIANG COLAX INDUSTRIAL

JASON YU

FIONA LIU

PHONE: 0573-88922968

FAX: 

EMAIL: jasonyu@colax.cn

fionaliu@colax.cn

TRADE PAYABLE $4,129,538 

10

EASTMAN EXPORTS GLOBAL CLTHG 

MR. CHANDRANAN

5/59, 1ST STREET, SRI LAKSHMI NAGAR

PITCHAMPALAYAM PUDUR, TIRUPPUR

TAMIL NADU, 641603

INDIA

EASTMAN EXPORTS GLOBAL CLTHG 

MR. CHANDRANAN

PHONE: 91-421-4301234

FAX: 

EMAIL: nc@eastmanexports.com

TRADE PAYABLE $3,965,829 

11

SUNTEX GARMENTS LTD

SUN ZHEN

GRACE YAN

A-308 DALANG WOOLEN TRADE CTR

DONGGUAN

CHINA

SUNTEX GARMENTS LTD

SUN ZHEN

GRACE YAN

PHONE: 86-25-84677942

FAX: 

EMAIL: zhunsun@njsuntex.com

graceyan@njsuntex.com

TRADE PAYABLE $3,926,128 

12

PT. MONDRIAN

GUNAWAN SUTANTO 

JL. KH. HASYIM ASARI BY PASS NO.171

SROGO, MOJAYAN, KLATEN TENGAH, 

KABUPATEN KLATEN

JAWA TENGAH, 57416

INDONESIA

PT. MONDRIAN

GUNAWAN SUTANTO 

PHONE: +62 272 323181

FAX: 

EMAIL: gunawan@mondrian.co.id

TRADE PAYABLE $3,890,112 

Gymboree Group, Inc., et al.

Case 19-30258-KLP Doc 1 Filed 01/17/19 Entered 01/17/19 01:22:18 Desc Main

 Document Page 8 of 51
Debtor ______________________________________________ Case number (if known) ____________

Name

Official Form 204 Chapter 11 or Chapter 9 Cases: List of Creditors Who Have the 50 Largest Unsecured Claims 

Name of creditor and complete mailing

address, including zipcode

Name, telephonenumber and email address

of creditorcontact

Nature of claim

(for example,

trade debts, bank 

loans,

professional

services, and

government

contracts)

Indicate if

claim is

contingent,

unliquidated,

or disputed

Amount ofclaim

If the claim is fully unsecured, fill in only unsecured claim amount. If claim is partially secured,

fill in total claim amount and deduction for value of collateral or setoff to calculate unsecured

claim.

Total claim,

if partially 

secured

Deduction for value of 

collateral orsetoff

Unsecured

claim

13

WEIHAI REAP INTERNATIONAL TRADING CO., 

LTD

ALAN YANG

DAISY SUN

16F, JIAHE INTERNATIONAL MANSION

NO. 55, SOUTH HAIBIN ROAD

WEIHAI, SHANDONG, 264200

CHINA

WEIHAI REAP INTERNATIONAL TRADING CO., 

LTD

ALAN YANG

DAISY SUN

PHONE: 86-631-5961737

FAX: 

EMAIL: alan_yang@whreap.com

daisy_sun@whreap.com

TRADE PAYABLE $3,754,344 

14

PAO YUAN GARMENTS CORP.

HENRY HO

NICKY T.

2F,3, LANE 616

CHUNG SHAN RD., SEC. 2, CHUNGHO CITY

NEW TAIPEI CITY

TAIWAN

PAO YUAN GARMENTS CORP.

HENRY HO

NICKY T.

PHONE: 886-2-22259090

FAX: 

EMAIL: Henry@py.com.tw

nicky_t@py.com.tw

TRADE PAYABLE $3,703,117 

15

PT. BINA BUSANA INTERNUSA

TOTO SUBIANTO 

JL. INSPEKSI CAKUNG DRAIN KM.2 SEMPER 

TIMUR

CAKUNG CILINCING

NORTH JAKARTA, 14260

INDONESIA

PT. BINA BUSANA INTERNUSA

TOTO SUBIANTO 

PHONE: 62-21-44833077

FAX: 

EMAIL: toto.subianto@bbigarment.co.id

TRADE PAYABLE $3,369,774 

16

PANWIN DESIGNS LIMITED

MOHAMMAD MOHSEN

CS-576, BANIARCHALA, PANTAX MORE

P.O- BHABANIPUR, P.S- GAZIPUR SADAR

SAFARI PARK RD

1740

BANGLADESH

PANWIN DESIGNS LIMITED

MOHAMMAD MOHSEN

PHONE: + 88 01713450819

FAX: 

EMAIL: mohsen@panwin.org

TRADE PAYABLE $3,241,312 

17

KG FASHION CO., LTD.

JAMES JUNG

39-8, SAMSEONG-DONG

GANGNAM-GU

SEOUL

KOREA

KG FASHION CO., LTD.

JAMES JUNG

PHONE: (82)-2-546-2536

FAX: 

EMAIL: jamesjung@kgfashion.com

TRADE PAYABLE $3,208,388 

Gymboree Group, Inc., et al.

Case 19-30258-KLP Doc 1 Filed 01/17/19 Entered 01/17/19 01:22:18 Desc Main

 Document Page 9 of 51
Debtor ______________________________________________ Case number (if known) ____________

Name

Official Form 204 Chapter 11 or Chapter 9 Cases: List of Creditors Who Have the 50 Largest Unsecured Claims 

Name of creditor and complete mailing

address, including zipcode

Name, telephonenumber and email address

of creditorcontact

Nature of claim

(for example,

trade debts, bank 

loans,

professional

services, and

government

contracts)

Indicate if

claim is

contingent,

unliquidated,

or disputed

Amount ofclaim

If the claim is fully unsecured, fill in only unsecured claim amount. If claim is partially secured,

fill in total claim amount and deduction for value of collateral or setoff to calculate unsecured

claim.

Total claim,

if partially 

secured

Deduction for value of 

collateral orsetoff

Unsecured

claim

18

GENERAL LION FOOTWEAR INTL LTD

EDDIE LAU

MINSA TANG

PAT KAN

1 EXPO DRIVE

WANCHAI

HONG KONG

GENERAL LION FOOTWEAR INTL LTD

EDDIE LAU

MINSA TANG

PAT KAN

PHONE: 852 -2173 1103

FAX: 

EMAIL: eddielau@glfhk.com.hk

minsa@glfhk.com.hk

pat@glfhk.com.hk

TRADE PAYABLE $3,092,991 

19

LI & FUNG

ROBERT SCHMIDT

DAVID FISHER

MARC COMPAGNON 

LIFUNG TOWER

11TH FLOOR

888 CHEUNG SHA WAN ROAD

KOWLOON

HONG KONG

LI & FUNG

ROBERT SCHMIDT

DAVID FISHER

MARC COMPAGNON 

PHONE: 212-715-9527

FAX: 212-715-8000

EMAIL: RSchmidt@KRAMERLEVIN.com

DFisher@KRAMERLEVIN.com

marccompagnon@lifung.com

EXPENSE $3,065,070 

20

AFA SOURCING LIMITED

MICHAEL

RM 3116-18 31/F

1 HUNG TO RD

KWUN TONG

HONG KONG

AFA SOURCING LIMITED

MICHAEL

PHONE: 852-39065777

FAX: 

EMAIL: michael.kule@afasourcing.com

TRADE PAYABLE $3,000,644 

21

SIMON PROPERTY GROUP

PERVIS BEARDEN, JAMIE CHRISTMAN

225 WEST WASHINGTON STREET

INDIANAPOLIS, IA 46204

SIMON PROPERTY GROUP

PERVIS BEARDEN, JAMIE CHRISTMAN

PHONE: 317-263-7608

317-989-8988

FAX: 

EMAIL: pbearden@simon.com

jchristman@simon.com

RENT $2,632,171 

22

JUBILEE TEX

MR. BALU

RADAKRISHNAN NAGAR, KUMARSWAMI 

NAGAR

PICHAM PALAYAM PUTHUR, TIRUPPUR

TAMIL NADU, 641603

INDIA

JUBILEE TEX

MR. BALU

PHONE: +91 421 2471720

FAX: 

EMAIL: balu@jubileetex.net

TRADE PAYABLE $2,625,142 

Gymboree Group, Inc., et al.

Case 19-30258-KLP Doc 1 Filed 01/17/19 Entered 01/17/19 01:22:18 Desc Main

 Document Page 10 of 51
Debtor ______________________________________________ Case number (if known) ____________

Name

Official Form 204 Chapter 11 or Chapter 9 Cases: List of Creditors Who Have the 50 Largest Unsecured Claims 

Name of creditor and complete mailing

address, including zipcode

Name, telephonenumber and email address

of creditorcontact

Nature of claim

(for example,

trade debts, bank 

loans,

professional

services, and

government

contracts)

Indicate if

claim is

contingent,

unliquidated,

or disputed

Amount ofclaim

If the claim is fully unsecured, fill in only unsecured claim amount. If claim is partially secured,

fill in total claim amount and deduction for value of collateral or setoff to calculate unsecured

claim.

Total claim,

if partially 

secured

Deduction for value of 

collateral orsetoff

Unsecured

claim

23

NEXT COLLECTIONS LTD

MR. AZAD

MOUZA - DIYA KHALI

1323-1325 BERON SAVAR

DHAKA

BANGLADESH

NEXT COLLECTIONS LTD

MR. AZAD

PHONE: 880-02-9897848

FAX: 

EMAIL: azad@hameemgroup.com

TRADE PAYABLE $2,583,902 

24

BUNZL PLC

PAUL LUXEM

7351 BOONE AVE N

BROOKLYN PARK, MN 55428-1007

BUNZL PLC

PAUL LUXEM

PHONE: 614-670-1816

FAX: 

EMAIL: pluxem@ddsjit.com

EXPENSE $2,182,350 

25

XIAMEN WELLEAST CO., LTD

ALEX CHAI

NANCH ZENG

ALISON CHAI

29/F, LIXIN SQUARE

NO.90, HUBIN SOUTH ROAD

SIMING ROAD, XIAMEN

FUJIAN, 361003

CHINA

XIAMEN WELLEAST CO., LTD

ALEX CHAI

NANCH ZENG

ALISON CHAI

PHONE: 86-13532830918

FAX: 

EMAIL: alex@welleast.com.cn

nancy@welleast.com.cn

alison@welleast.com.cn

TRADE PAYABLE $2,163,866 

26

ZHANGJIAGANG DONGDU TEXTILE

GE HUI HUA

MAO XIN HONG

398 CHANG'AN ROAD

YANGSHE TOWN

ZHANGJIAGANG, 215600

CHINA

ZHANGJIAGANG DONGDU TEXTILE

GE HUI HUA

MAO XIN HONG

PHONE: 0512-58224515

FAX: 

EMAIL: ghh@ddtextile.com

mxh@ddtextile.com

TRADE PAYABLE $2,108,357 

27

YUMARK ENTERPRISES CORP.

ALLEN FU

FANNY CHENG

SEC2 TUNGHWA S RD, 14F NO 67.

TA AN CHU

TAIWAN

YUMARK ENTERPRISES CORP.

ALLEN FU

FANNY CHENG

PHONE: 886 2 27003435

FAX: 

EMAIL: Allen@yumark.com.tw

fanny@yumark.com.tw

TRADE PAYABLE $2,053,052 

Gymboree Group, Inc., et al.

Case 19-30258-KLP Doc 1 Filed 01/17/19 Entered 01/17/19 01:22:18 Desc Main

 Document Page 11 of 51
Debtor ______________________________________________ Case number (if known) ____________

Name

Official Form 204 Chapter 11 or Chapter 9 Cases: List of Creditors Who Have the 50 Largest Unsecured Claims 

Name of creditor and complete mailing

address, including zipcode

Name, telephonenumber and email address

of creditorcontact

Nature of claim

(for example,

trade debts, bank 

loans,

professional

services, and

government

contracts)

Indicate if

claim is

contingent,

unliquidated,

or disputed

Amount ofclaim

If the claim is fully unsecured, fill in only unsecured claim amount. If claim is partially secured,

fill in total claim amount and deduction for value of collateral or setoff to calculate unsecured

claim.

Total claim,

if partially 

secured

Deduction for value of 

collateral orsetoff

Unsecured

claim

28

GREAT LAKES WOODWORKING CO, INC

BILL WALSH, BRENDA TONMBLIN

11345 MOUND ROAD

DETROIT, MI 48212

GREAT LAKES WOODWORKING CO, INC

BILL WALSH, BRENDA TONMBLIN

PHONE: 

FAX: 313-892-8503

EMAIL: bwalsh@glwdetroit.com

btonmblin@glwdetroit.com

EXPENSE $1,728,759 

29

PRO-HOT ENTERPRISE CO., LTD.

ECHO LIAO

4TH FLOOR, NO. 12, LANE 181, SECTION 2

JUI ZONG ROAD, NEI HU DISTRICT

TAIPEI, 11494

TAIWAN

PRO-HOT ENTERPRISE CO., LTD.

ECHO LIAO

PHONE: 886-2-2799-5848

FAX: 

EMAIL: Echo@prohot-tp.com

TRADE PAYABLE $1,687,169 

30

GLORY INDUSTRIES LTD

MS. TAJRINA MANNAN

12 SENANG CRESCENT

SINGAPORE, 416586

SINGAPORE

GLORY INDUSTRIES LTD

MS. TAJRINA MANNAN

PHONE: 88-01966673294

FAX: 64420442

EMAIL: tajrinamannan@gmail.com

TRADE PAYABLE $1,548,073 

31

PT. DAN LIRIS

AMUMPUNI 

KELURAHAN BANARAN

KECAMATAN GROGOL

KABUPATEN SUKOHARJO, CENTRAL JAVA 

57193

INDONESIA

PT. DAN LIRIS

AMUMPUNI 

PHONE: 62 271 714 400 ext 237

FAX: 

EMAIL: amumpuni@danliris.com

TRADE PAYABLE $1,505,904 

32

TEXTILES CAMONES S.A.

CARLOS CAMONES

PERÚ, AV STA JOSEFINA

PUENTE PIEDRA

PERU

TEXTILES CAMONES S.A.

CARLOS CAMONES

PHONE: (511) 411-2970 EXT. 502

FAX: 511 5480005 

EMAIL: CCGV@TEXTILESCAMONES.COM

TRADE PAYABLE $1,473,067 

Gymboree Group, Inc., et al.

Case 19-30258-KLP Doc 1 Filed 01/17/19 Entered 01/17/19 01:22:18 Desc Main

 Document Page 12 of 51
Debtor ______________________________________________ Case number (if known) ____________

Name

Official Form 204 Chapter 11 or Chapter 9 Cases: List of Creditors Who Have the 50 Largest Unsecured Claims 

Name of creditor and complete mailing

address, including zipcode

Name, telephonenumber and email address

of creditorcontact

Nature of claim

(for example,

trade debts, bank 

loans,

professional

services, and

government

contracts)

Indicate if

claim is

contingent,

unliquidated,

or disputed

Amount ofclaim

If the claim is fully unsecured, fill in only unsecured claim amount. If claim is partially secured,

fill in total claim amount and deduction for value of collateral or setoff to calculate unsecured

claim.

Total claim,

if partially 

secured

Deduction for value of 

collateral orsetoff

Unsecured

claim

33

TOOKU TRADING CORPORATION LTD

GREG

UNIT 1305 13 F PROSPERITY PLACE

6 SHING YIP STREET

KWUN TONG

HONG KONG

TOOKU TRADING CORPORATION LTD

GREG

PHONE: 13515253361

FAX: 

EMAIL: greggruber@jdunited.com

TRADE PAYABLE $1,389,603 

34

QINGDAO YIJIA INTER-COM CO.LTD

MIKE TIAN

STEVEN REN

ROOM 829 830 BUILDING A NO 6

HONGKONG MIDDLE ROAD SHINAN

QINGDAO CN

HONG KONG

QINGDAO YIJIA INTER-COM CO.LTD

MIKE TIAN

STEVEN REN

PHONE: 13356855685

FAX: 

EMAIL: mike@tang-buy.com

steven@tang-buy.com

TRADE PAYABLE $1,297,520 

35

WING FORWARD CO., LTD

SAM HUI

UNIT 8B, 4/F.

HILDER CENTRE, 2 SUNG PING ST.

HUNGHOM

HONG KONG

WING FORWARD CO., LTD

SAM HUI

PHONE: 852-27660398

FAX: 

EMAIL: kshui@earylfashion.com

TRADE PAYABLE $1,233,527 

36

GLIDER CO. LTD.

KATHLEEN WANG

WYNE SUN

10643 4F., NO.222, SEC.2, JINSHAN S. RD.

TAIPEI

TAIWAN (R.O.C.)

GLIDER CO. LTD.

KATHLEEN WANG

WYNE SUN

PHONE: 886-2-2321-1885

FAX: 

EMAIL: Kathleen.wang@glider.com.tw

Ahwen.sun@gymail.com

TRADE PAYABLE $1,218,187 

37

NAM PO FOOTWEAR LTD.

KAREN

4/F, GEMMY LTD. BLDG.

12 HUNG TO RD

KWUN TONG, KOWLOON

HONG KONG

NAM PO FOOTWEAR LTD.

KAREN

PHONE: 2389--0581

FAX: 86 757-8666 5468

EMAIL: karenmiao@nanbao1992.com

TRADE PAYABLE $1,195,541 

Gymboree Group, Inc., et al.

Case 19-30258-KLP Doc 1 Filed 01/17/19 Entered 01/17/19 01:22:18 Desc Main

 Document Page 13 of 51
Debtor ______________________________________________ Case number (if known) ____________

Name

Official Form 204 Chapter 11 or Chapter 9 Cases: List of Creditors Who Have the 50 Largest Unsecured Claims 

Name of creditor and complete mailing

address, including zipcode

Name, telephonenumber and email address

of creditorcontact

Nature of claim

(for example,

trade debts, bank 

loans,

professional

services, and

government

contracts)

Indicate if

claim is

contingent,

unliquidated,

or disputed

Amount ofclaim

If the claim is fully unsecured, fill in only unsecured claim amount. If claim is partially secured,

fill in total claim amount and deduction for value of collateral or setoff to calculate unsecured

claim.

Total claim,

if partially 

secured

Deduction for value of 

collateral orsetoff

Unsecured

claim

38

TOP RISE INDUSTRIAL CO. LTD.

KATHERINE LAI

VIRGINIA CHOY

B 9/F, HOP HING, INDUSTRIAL BUILDING

704 CASTLE PEAK

KOWLOON

HONG KONG

TOP RISE INDUSTRIAL CO. LTD.

KATHERINE LAI

VIRGINIA CHOY

PHONE: 852-27447910

FAX: 

EMAIL: Katherine@toprise-gmt-fty.com

virginia@toprise-gmt-fty.com

TRADE PAYABLE $1,139,654 

39

WINGA GARMENT FACTORY

RAYMOOD CHEUNG

JOJO CHOU

UNIT 23-28A, PROFIT INDUSTRIAL BUILDING, 

11/F., 1-15

KWAI FUNG CRESCENT

KWAI CHUNG, NEW TERRITORIES

HONG KONG

WINGA GARMENT FACTORY

RAYMOOD CHEUNG

JOJO CHOU

PHONE: (852) 2421-2127

FAX: 852-2489-1108

EMAIL: raymond.cheung@winga.com.hk

jojo.chow@winga.com.hk

TRADE PAYABLE $1,093,653 

40

J.K. KNIT COMPOSITE LTD

MD. TANVIR 

GREEN ORLANDO (3RD & 4TH FLOOR)

KA-42/4, PRAGATI SARANI

BARIDHARA, DHAKA 1229

BANGLADESH

J.K. KNIT COMPOSITE LTD

MD. TANVIR 

PHONE: 88-02-7745500

FAX: 8419476

EMAIL: tanvir@jkgroupbd.com

TRADE PAYABLE $1,053,853 

41

SPRINGFIELD GARMENT CO. LTD.

MRS.LEKPHONG CHULPHONGSATHORN

MS.SOMRAK PIRAPLADISAI

33 SOI 33/1 PETCHKASEM ROAD

BANG WA, PHASI CHAROEN

BANGKOK, 10160 

THAILAND

SPRINGFIELD GARMENT CO. LTD.

MRS.LEKPHONG CHULPHONGSATHORN

MS.SOMRAK PIRAPLADISAI

PHONE: 662-8688145-7

FAX: 

EMAIL: lekphong@springfieldgarment.com

somrak@springfieldgarment.com

TRADE PAYABLE $1,049,699 

42

TA TRADING CO., LTD

BYUNG-GIL KO 

2F, 277-25, SUNGSU 2GA

3 DONG

SUNG DONG-GU, SEOUL

KOREA

TA TRADING CO., LTD

BYUNG-GIL KO 

PHONE: 82-2-6910-7709

FAX: 82 2 3436 7801 

EMAIL: bgko1@ta-trading.co.kr

TRADE PAYABLE $992,969 

Gymboree Group, Inc., et al.

Case 19-30258-KLP Doc 1 Filed 01/17/19 Entered 01/17/19 01:22:18 Desc Main

 Document Page 14 of 51
Debtor ______________________________________________ Case number (if known) ____________

Name

Official Form 204 Chapter 11 or Chapter 9 Cases: List of Creditors Who Have the 50 Largest Unsecured Claims 

Name of creditor and complete mailing

address, including zipcode

Name, telephonenumber and email address

of creditorcontact

Nature of claim

(for example,

trade debts, bank 

loans,

professional

services, and

government

contracts)

Indicate if

claim is

contingent,

unliquidated,

or disputed

Amount ofclaim

If the claim is fully unsecured, fill in only unsecured claim amount. If claim is partially secured,

fill in total claim amount and deduction for value of collateral or setoff to calculate unsecured

claim.

Total claim,

if partially 

secured

Deduction for value of 

collateral orsetoff

Unsecured

claim

43

BROOKFIELD PROPERTY PARTNERS

TORY BENSON, JERRY MATTIOLI

250 VESEY STREET

15TH FLOOR

NEW YORK, NY 10281

BROOKFIELD PROPERTY PARTNERS

TORY BENSON, JERRY MATTIOLI

PHONE: 312-960-5000

312-960-5220

FAX: 212-417-7214

EMAIL: 

tory.benson@brookfieldpropertiesretail.com

jerry.mattioli@brookfieldpropertiesretail.com

RENT $977,843 

44

COGNIZANT TECHNOLOGY SOLUTIONS

ROOPESH CUPPALA

500 FRANK W. BURR BOULEVARD 

TEANECK, NJ 07666

COGNIZANT TECHNOLOGY SOLUTIONS

ROOPESH CUPPALA

PHONE: 925-967-6168

FAX: 201-801-0243 

EMAIL: roopesh_cuppala@gymboree.com

EXPENSE $917,005 

45

TDX TECH

KELLY BENNEWITZ

5735 OLD SHAKOPEE ROAD W

SUITE 100

BLOOMINGTON, MN 55437

TDX TECH

KELLY BENNEWITZ

PHONE: 952-936-9280

FAX: 

EMAIL: kbennewitz@tdxtech.com

EXPENSE $864,757 

46

EASTMAN EXPORTS GLOBAL CLTHG

MR. CHANDRANAN

5/591, SRI LAKSHMI NAGAR

PITCHAMPALAYAM PUDUR

TIRUPUR, TAMILNADU 641 603

INDIA

EASTMAN EXPORTS GLOBAL CLTHG

MR. CHANDRANAN

PHONE: 91-421-4301234

FAX: 91-421-4301205

EMAIL: nc@eastmanexports.com

TRADE PAYABLE $749,699 

47

BIGGER TEXTILE HOLDINGS LTD. 

IVAN WONG 

RM D 6/F GEMSTAR TWR 

23 MAN LOK ST 

HUNG HOM 

HONG KONG 

BIGGER TEXTILE HOLDINGS LTD.

IVAN WONG 

PHONE: 852 -2335 6568

FAX: 

EMAIL: ivan@bigger.com.hk

TRADE PAYABLE $739,181 

Gymboree Group, Inc., et al.

Case 19-30258-KLP Doc 1 Filed 01/17/19 Entered 01/17/19 01:22:18 Desc Main

 Document Page 15 of 51
Debtor ______________________________________________ Case number (if known) ____________

Name

Official Form 204 Chapter 11 or Chapter 9 Cases: List of Creditors Who Have the 50 Largest Unsecured Claims 

Name of creditor and complete mailing

address, including zipcode

Name, telephonenumber and email address

of creditorcontact

Nature of claim

(for example,

trade debts, bank 

loans,

professional

services, and

government

contracts)

Indicate if

claim is

contingent,

unliquidated,

or disputed

Amount ofclaim

If the claim is fully unsecured, fill in only unsecured claim amount. If claim is partially secured,

fill in total claim amount and deduction for value of collateral or setoff to calculate unsecured

claim.

Total claim,

if partially 

secured

Deduction for value of 

collateral orsetoff

Unsecured

claim

48

PT. SANSAN SAUDARATEX JAYA

BUDI DANUBRATA 

JALAN CIBALIGO NO.33

CIBEUREUM, CIMAHI SEL

KOTA CIMAHI, JAWA BARAT 40522

INDONESIA

PT. SANSAN SAUDARATEX JAYA

BUDI DANUBRATA 

PHONE: +62 22 6033-788

FAX: 62-22-6035004-6074802

EMAIL: budi@ptsansan.co.id

TRADE PAYABLE $732,779 

49

MERIT TAT INTERNATIONAL LTD.

ROBERT LOK

RM G H 5/F TUNG KIN FTY BLDG

200 - 202 TSAT TSE MUI RD

NORTH POINT

HONG KONG

MERIT TAT INTERNATIONAL LTD.

ROBERT LOK

PHONE: 852-25633398

FAX: 852-28055071

EMAIL: 

TRADE PAYABLE $724,930 

50

VIJAY GARMENTS LIMITED

MR.SHARAN REDDY

PLOT # D3(2)

MEPZ (SPECIAL ECONOMIC ZONE)

TAMBARAM, TAMIL NADU

INDIA

VIJAY GARMENTS LIMITED

MR.SHARAN REDDY

PHONE: 98842 57691

FAX: 

EMAIL: sharanredy@vijaygroup.org

TRADE PAYABLE $712,213 

Gymboree Group, Inc., et al.

Case 19-30258-KLP Doc 1 Filed 01/17/19 Entered 01/17/19 01:22:18 Desc Main

 Document Page 16 of 51
 

IN THE UNITED STATES BANKRUPTCY COURT 

FOR THE EASTERN DISTRICT OF VIRGINIA 

RICHMOND DIVISION 

) 

In re: ) Chapter 11 

) 

GYMBOREE GROUP, INC., ) Case No. 19- ______ (___) 

) 

Debtor. ) 

) 

LIST OF EQUITY SECURITY HOLDERS 

Equity Holders (Type of 

Holding) 

Address of Equity Holder Class / Kind of 

Interest 

Percentage 

of Equity 

Held 

Gymboree Intermediate 

Corp. 

 

71 Stevenson Street, 

Suite 2200 

San Francisco, California 

94105 

Common Stock 100% 

Case 19-30258-KLP Doc 1 Filed 01/17/19 Entered 01/17/19 01:22:18 Desc Main

 Document Page 17 of 51
 

IN THE UNITED STATES BANKRUPTCY COURT 

FOR THE EASTERN DISTRICT OF VIRGINIA 

RICHMOND DIVISION 

) 

In re: ) Chapter 11 

) 

GYMBOREE GROUP, INC., ) Case No. 19- ______ (___) 

) 

Debtor. ) 

) 

CORPORATE OWNERSHIP STATEMENT 

Pursuant to rules 1007(a)(1) and 7007.1 of the Federal Rules of Bankruptcy Procedure, the 

following are corporations, other than a government unit, that directly or indirectly own 10% or 

more of any class of the debtor’s equity interest: 

Shareholder Approximate Percentage of Shares 

Held 

Gymboree Intermediate Corp. 100% 

Case 19-30258-KLP Doc 1 Filed 01/17/19 Entered 01/17/19 01:22:18 Desc Main

 Document Page 18 of 51
Official Form 202 Declaration Under Penalty of Perjury for Non-Individual Debtors

Official Form 202 

Declaration Under Penalty of Perjury for Non-Individual Debtors 12/15

An individual who is authorized to act on behalf of a non-individual debtor, such as a corporation or partnership, must sign and submit 

this form for the schedules of assets and liabilities, any other document that requires a declaration that is not included in the document, 

and any amendments of those documents. This form must state the individual’s position or relationship to the debtor, the identity of the 

document, and the date. Bankruptcy Rules 1008 and 9011. 

WARNING -- Bankruptcy fraud is a serious crime. Making a false statement, concealing property, or obtaining money or property by fraud in 

connection with a bankruptcy case can result in fines up to $500,000 or imprisonment for up to 20 years, or both. 18 U.S.C. §§ 152, 1341, 

1519, and 3571. 

Declaration and signature

I am the president, another officer, or an authorized agent of the corporation; a member or an authorized agent of the partnership; or 

another individual serving as a representative of the debtor in this case.

I have examined the information in the documents checked below and I have a reasonable belief that the information is true and correct:

 6FKHGXOH$%$VVHWV±5HDODQG3HUVRQDO3URSHUW\ (Official Form 206A/B)

 6FKHGXOH'&UHGLWRUV:KR+DYH&ODLPV6HFXUHGE\3URSHUW\ (Official Form 206D)

 6FKHGXOH()&UHGLWRUV:KR+DYH8QVHFXUHG&ODLPV (Official Form 206E/F)

 6FKHGXOH*([HFXWRU\&RQWUDFWVDQG8QH[SLUHG/HDVHV (Official Form 206G)

 6FKHGXOH+&RGHEWRUV(Official Form 206H)

 6XPPDU\RI$VVHWVDQG/LDELOLWLHVIRU1RQ,QGLYLGXDOV (Official Form 206Sum)

 Amended 6FKHGXOH ____

 &KDSWHURU&KDSWHU&DVHV/LVWRI&UHGLWRUV:KR+DYHWKH/DUJHVW8QVHFXUHG&ODLPVDQG$UH1RW,QVLGHUV (Official Form 204)

 Other document that requires a declaration__________________________________________________________________________________

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

Executed on ______________ 8_________________________________________________________________________

MM / DD / YYYY Signature of individual signing on behalf of debtor

________________________________________________________________________

Printed name

______________________________________ 

Position or relationship to debtor

Debtor Name __________________________________________________________________ 

United States Bankruptcy Court for the: ______________________ District of __________

(State) 

Case number (,INQRZQ): _________________________

Fill in this information to identify the case and this filing: 



Gymboree Group, Inc.

Eastern Virginia

✔

✔ List of Equity Security Holders and Corporate Ownership Statement.

/s/ Jon W. Kimmins

Jon W. Kimmins

Authorized Signatory

Case 19-30258-KLP Doc 1 Filed 01/17/19 Entered 01/17/19 01:22:18 Desc Main

 Document Page 19 of 51
GYMBOREE GROUP, INC.

ACTION BY UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS

January 15, 2019

The undersigned, being the members of the Board of Directors (the “Board”) of Gymboree 

Group Inc., a Delaware corporation (the “Company”), acting by written consent without a meeting 

pursuant to Section 141(f) of the Delaware General Corporation Law (as amended from time to 

time) and the Bylaws of the Company (as amended from time to time), do hereby adopt and 

approve, effective as of the date first set forth above, the following resolutions (the “Resolutions”),

which shall have the same force and effect for all purposes as if such action had been taken and 

adopted at a formal meeting:

WHEREAS, the Board has reviewed the materials presented by management and the

financial, legal, and other advisors of the Company and has held numerous discussions regarding 

such materials and the liabilities, obligations, and liquidity situation (including current and future 

liquidity needs) of the Company, the strategic alternatives available to the Company, and the

impact of the foregoing on the businesses and operations of the Company;

WHEREAS, the Board has had the opportunity to consult with management and the 

financial, legal, and other advisors of the Company and fully consider each of the strategic 

alternatives available to the Company;

WHEREAS, the Board has reviewed and considered the advice and recommendations of 

the management of the Company and the Company’s financial, legal, and other advisors as to the 

relative risks and benefits of filing for relief under the provisions of chapter 11 of title 11 of the 

United States Code (the “Bankruptcy Code”);

WHEREAS, the Company is the sole member of each of Gymboree Retail Stores, LLC, a 

California limited liability company (“Gymboree Retail”), and Gymboree Island, LLC, a limited 

liability company organized under the laws of the Commonwealth of Puerto Rico (“Gymboree 

Island”);

WHEREAS, the Board has reviewed the materials presented by management and the 

financial, legal, and other advisors of each of Gymboree Retail and Gymboree Island and has held 

numerous discussions regarding such materials and the liabilities, obligations, and liquidity 

situation (including current and future liquidity needs) of each of Gymboree Retail and Gymboree 

Island, the strategic alternatives available to each of Gymboree Retail and Gymboree Island, and 

the impact of the foregoing on the businesses and operations of each of Gymboree Retail and 

Gymboree Island;

WHEREAS, the Board has had the opportunity to consult with management and the 

financial, legal, and other advisors of each of Gymboree Retail and Gymboree Island and has fully 

considered each of the strategic alternatives available to each of Gymboree Retail and Gymboree 

Island;

#4838-7272-4867

Case 19-30258-KLP Doc 1 Filed 01/17/19 Entered 01/17/19 01:22:18 Desc Main

 Document Page 20 of 51
WHEREAS, the Board has reviewed and considered the advice and recommendations of 

the management of each of Gymboree Retail and Gymboree Island and their respective financial, 

legal, and other advisors as to the relative risks and benefits of filing for relief under the provisions 

of chapter 11 of the Bankruptcy Code;

WHEREAS, the Board has been presented with and reviewed the Asset Purchase 

Agreement (the “Asset Purchase Agreement”), substantially on the terms presented to the Board, 

to be entered into by and among (i) the Company and its subsidiaries signatory thereto 

(collectively, the “Seller”), and (ii) Special Situations Investing Group, Inc., a Delaware 

corporation (“Buyer”), pursuant to which, among other things, the Seller will sell, assign, and 

transfer to Buyer, and Buyer will acquire, assume, and accept the transfer from Seller of, certain 

contracts, lease agreements, intellectual property, and e-commerce assets and liabilities (as more 

particularly described therein) on the terms and subject to the conditions set forth therein 

(collectively, the “Sale”); 

WHEREAS, in furtherance of the transactions contemplated by the Asset Purchase 

Agreement, the Board has determined that it is necessary and advisable for the Seller to execute 

certain other documents, agreements, instruments, and certificates as may be contemplated or 

required by the Asset Purchase Agreement (collectively, and including the Asset Purchase 

Agreement and all schedules, exhibits, annexes, and attachments thereto, the “Transaction 

Documents”);

WHEREAS, in the best judgment of the Board, the Board has determined that it is 

desirable and in the best interests of the Seller and its creditors, equityholders, employees, and 

other parties-in-interest, to enter into the Asset Purchase Agreement and the other Transaction 

Documents and to execute, deliver, and consummate the transactions contemplated thereby, 

including the Sale;

WHEREAS, the Board has been presented with and reviewed the Agency Agreement (the 

“Agency Agreement”), substantially on the terms presented to the Board, to be entered into by and 

among the Company, for itself and on behalf of Gymboree, Inc., a corporation formed by the laws 

of New Brunswick, Canada (“Gymboree Canada”), each as a debtor in possession, and Great 

American Group, LLC, Tiger Capital Group, LLC, Gordon Brothers Retail Partners, LLC, and 

Hilco Merchant Resources, LLC (collectively, the “Agent”), pursuant to which, among other 

things, the Agent will act as the Company’s exclusive agent for the limited purposes of selling 

merchandise from each of the Company’s and Gymboree Canada’s retail store locations and 

disposing of merchandise owned by each of the Company and Gymboree Canada (as more 

particularly described therein) on the terms and subject to the conditions set forth therein 

(collectively, the “Liquidation”); 

WHEREAS, in furtherance of the transactions contemplated by the Agency Agreement, 

the Board has determined that it is necessary and advisable for the Company to execute certain 

other documents, agreements, instruments, and certificates as may be contemplated or required by 

the Agency Agreement (collectively, and including the Agency Agreement and all schedules, 

exhibits, annexes, and attachments thereto, the “Agency Transaction Documents”); and

2

Case 19-30258-KLP Doc 1 Filed 01/17/19 Entered 01/17/19 01:22:18 Desc Main

 Document Page 21 of 51
WHEREAS, in the best judgment of the Board, the Board has determined that it is 

desirable and in the best interests of the Company and its creditors, equityholders, employees, and 

other parties-in-interest, to enter into the Agency Agreement and the other Agency Transaction 

Documents and to execute, deliver, and consummate the transactions contemplated thereby, 

including the Liquidation.

NOW, THEREFORE, BE IT:

Approval of Filing of Bankruptcy Petition

RESOLVED, that, in the best judgment of the Board, it is desirable and in the best interests 

of the Company and its creditors, equityholders, employees, and other parties-in-interest, that the

Company file, or cause to be filed, a voluntary petition for relief under the provisions of chapter 

11 of the Bankruptcy Code (the case so commenced, the “Chapter 11 Case”);

RESOLVED, that Shaz Kahng, President and Chief Executive Officer of the Company, 

Jon Kimmins, Chief Financial Officer and Treasurer of the Company, Kimberly Holtz MacMillan, 

Vice President, General Counsel, and Secretary of the Company, and any other officer of the 

Company specifically designated by the foregoing officers (each, an “Authorized Officer” and 

collectively, the “Authorized Officers”) be, and each of them hereby is, authorized, empowered, 

and directed, in the name and on behalf of the Company, to (i) execute and file, or cause to be 

executed and filed, with the United States Bankruptcy Court for the Eastern District of Virginia

(the “Bankruptcy Court”) at such time as any Authorized Officer executing the same shall 

determine, all petitions, schedules, lists, motions, applications, pleadings, and other necessary 

papers or documents, including any amendments thereto; and (ii) take any and all actions, and 

perform any and all further deeds, that they deem necessary, advisable, or appropriate to obtain 

relief under the provisions of chapter 11 of the Bankruptcy Code or in connection with the Chapter 

11 Case, with a view to the successful prosecution of such Chapter 11 Case;

RESOLVED, that the Authorized Officers of the Company be, and each of them hereby 

is, authorized, empowered, and directed to adopt and execute, in the name and on behalf of the 

Company (i) as the sole member of Gymboree Retail, the Written Consent of the Sole Member of 

Gymboree Retail, substantially in the form of Exhibit A attached hereto, and (ii) as the sole 

member of Gymboree Island, the Written Consent of the Sole Member of Gymboree Island, 

substantially in the form of Exhibit B attached hereto;

Retention of Advisors

RESOLVED, that the Authorized Officers be, and each of them hereby is, authorized, 

empowered, and directed, in the name and on behalf of the Company, to employ the law firm of 

Milbank, Tweed, Hadley & McCloy LLP (“Milbank”) as general bankruptcy counsel to represent,

assist, and advise the Company in carrying out its duties under the Bankruptcy Code and to take 

any and all actions to advance the Company’s rights and obligations, including filing any 

pleadings, in connection with the Chapter 11 Case; and, in connection therewith, the Authorized 

Officers are hereby authorized, empowered, and directed to (i) execute appropriate retention 

agreements, (ii) pay appropriate retainers prior to and/or immediately upon filing of the Chapter 

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11 Case, and (iii) cause to be executed and filed an appropriate application with the Bankruptcy 

Court for authority to retain the services of Milbank; 

RESOLVED, that the Authorized Officers be, and each of them hereby is, authorized, 

empowered, and directed, in the name and on behalf of the Company, to employ the firm of Kutak 

Rock LLP (“Kutak”) as local counsel to represent and advise the Company in carrying out its

duties under the Bankruptcy Code, and to take any and all actions to advance its rights and 

obligations in connection with the Chapter 11 Case; and, in connection therewith, the Authorized 

Officers are hereby authorized, empowered, and directed to (i) execute appropriate retention 

agreements, (ii) pay appropriate retainers prior to and/or immediately upon the filing of the Chapter 

11 Cases, and (iii) cause to be executed and filed an appropriate application with the Bankruptcy 

Court for authority to retain the services of Kutak;

RESOLVED, that the Authorized Officers be, and each of them hereby is, authorized, 

empowered, and directed, in the name and on behalf of the Company, to employ (i) Stifel, Nicolaus 

& Company, Incorporated (“Stifel”) as investment banker and financial advisor and (ii) Berkeley 

Research Group, LLC (“BRG”) as financial advisor, each to represent and assist the Company in 

carrying out its duties under the Bankruptcy Code and to take any and all actions to advance the

Company’s rights and obligations in connection with the Chapter 11 Case; and, in connection 

therewith, the Authorized Officers are hereby authorized, empowered, and directed to (i) execute 

appropriate retention agreements, (ii) pay appropriate retainers prior to and/or immediately upon 

the filing of the Chapter 11 Case, and (iii) cause to be executed and filed appropriate applications

with the Bankruptcy Court for authority to retain each of the services of Stifel and BRG;

RESOLVED, that the Authorized Officers be, and each of them hereby is, authorized, 

empowered, and directed, in the name and on behalf of the Company, to employ the firm of Prime 

Clerk LLC (“Prime Clerk”) as claims, balloting, and noticing agent to represent and assist the 

Company in carrying out its duties under the Bankruptcy Code and to take any and all actions to 

advance the Company’s rights and obligations; and, in connection therewith, the Authorized 

Officers are hereby authorized, empowered, and directed to (i) execute appropriate retention 

agreements, (ii) pay appropriate retainers prior to and/or immediately upon the filing of the Chapter 

11 Cases, and (iii) cause to be executed and filed an appropriate application with the Bankruptcy 

Court for authority to retain the services of Prime Clerk;

RESOLVED, that the Authorized Officers be, and each of them hereby is, authorized, 

empowered, and directed, in the name and on behalf of the Company, to employ the firm of Hilco 

Real Estate, LLC (“Hilco”) as real estate consultant to represent and assist the Company in carrying 

out its duties under the Bankruptcy Code; and, in connection therewith, the Authorized Officers 

be, and each of them hereby is, authorized, empowered, and directed to (i) execute appropriate 

retention agreements, (ii) pay appropriate retainers prior to and/or immediately upon the filing of 

the Chapter 11 Case, and (iii) cause to be filed appropriate applications with the Bankruptcy Court 

for authority to retain the services of Hilco;

RESOLVED, that the Authorized Officers be, and each of them hereby is, authorized, 

empowered, and directed to employ any other professionals, including, without limitation, 

attorneys, financial advisors, investment bankers, accountants, tax advisors, and claims agents, as 

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they deem necessary, advisable, or appropriate, in their sole discretion, to assist the Company in 

carrying out its duties under the Bankruptcy Code; and, in connection therewith, the Authorized 

Officers be, and each of them hereby is, authorized, empowered, and directed to (i) execute

appropriate retention agreements, (ii) pay appropriate retainers prior to and/or immediately upon 

the filing of the Chapter 11 Case, and (iii) cause to be filed appropriate applications with the 

Bankruptcy Court for authority to retain the services of any other professionals as they shall, in 

their business judgment, deem necessary, advisable, or appropriate;

Approval of Asset Purchase Agreement

RESOLVED, that (i) the Sale, (ii) the form, terms, and provisions of the Asset Purchase 

Agreement and each of the other Transaction Documents, with such modifications to the 

Transaction Documents as the Authorized Officers shall approve (including, without limitation, 

any additions, deletions, or changes to the Asset Purchase Agreement or any additions, deletions, 

or changes to any schedules, exhibits, annexes, and attachments thereto), and (iii) the execution, 

delivery, and performance of the transactions contemplated by the Asset Purchase Agreement and 

each of the other Transaction Documents, in each case, are hereby authorized, approved, ratified, 

and confirmed in all respects;

RESOLVED, that the Authorized Officers are hereby authorized, empowered, and 

directed, in the name and on behalf of the Seller, to execute, deliver, and perform each of the 

Transaction Documents and the transactions contemplated thereby, and any and all such other 

documents, agreements and instruments as may be deemed necessary or advisable in order to carry 

out the purpose and intent of the foregoing Resolutions, in each case, with such Authorized 

Officer’s execution or action to be conclusive evidence of the exercise by such Authorized Officer 

of the discretionary authority herein conferred;

Approval of Agency Agreement

RESOLVED, that (i) the Liquidation, (ii) the form, terms, and provisions of the Agency 

Agreement and each of the other Agency Transaction Documents, with such modifications to the 

Agency Transaction Documents as the Authorized Officers shall approve (including, without 

limitation, any additions, deletions, or changes to the Agency Agreement or any additions, 

deletions, or changes to any schedules, exhibits, annexes, and attachments thereto) and (iii) the 

execution, delivery and performance of the transactions contemplated by the Agency Agreement 

and each of the other Agency Transaction Documents, in each case, are hereby authorized, 

approved, ratified, and confirmed in all respects;

RESOLVED, that the Authorized Officers are hereby authorized, empowered, and 

directed, in the name and on behalf of the Company, to execute, deliver, and perform each of the 

Agency Transaction Documents and the transactions contemplated thereby, and any and all such 

other documents, agreements and instruments as may be deemed necessary or advisable in order 

to carry out the purpose and intent of the foregoing Resolutions, in each case, with such Authorized 

Officer’s execution or action to be conclusive evidence of the exercise by such Authorized Officer 

of the discretionary authority herein conferred;

Debtor-In-Possession Term Loan Agreement

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WHEREAS, the Company (the “Lead Borrower”), the other Borrowers party thereto from 

time to time, Gymboree Intermediate Corporation, a Delaware corporation (“Intermediate”), the 

other Guarantors party thereto from time to time, each a debtor and debtor-in-possession (together 

with Intermediate, the “Guarantors”) in cases pending under Chapter 11 of the Bankruptcy Code, 

the Lenders and Special Situations Investing Group, Inc., as administrative agent (in such capacity, 

including any successor thereof, the “Administrative Agent”) and as collateral agent (in such 

capacity, including any successor thereof, the “Collateral Agent”, and together with the 

Administrative Agent, the “DIP Term Loan Agent”) for the Lenders, propose to enter into that 

certain Debtor-in-Possession Term Loan Agreement (the “DIP Term Loan Agreement”), dated as 

of the date hereof;

WHEREAS, the obligation of the Lenders to make each Loan to the Borrower under the 

DIP Term Loan Agreement is subject to the Company having satisfied certain conditions described 

in the DIP Term Loan Agreement;

WHEREAS, the Company will receive benefits from the receipt of the Loans made by the 

Lenders under the DIP Term Loan Agreement; and

WHEREAS, it is in the best interests of the Company to enter into the DIP Term Loan 

Agreement and each agreement, document, instrument, certificate, recording and filing relating 

thereto.

RESOLVED, that the form, terms and provisions of the DIP Term Loan Agreement and 

each of the other Loan Documents (as defined below), and the Company’s incurrence and 

performance of its obligations under the DIP Term Loan Agreement (including, without limitation,

the “Obligations”, as defined therein) and each of the other Loan Documents (as defined below), 

including any borrowings of Loans in such amounts as may be available to it from time to time 

thereunder and the consummation of the transactions contemplated thereby, be, and hereby are, in 

all respects, authorized and approved; and further resolved, that the Company’s Authorized 

Officers, acting alone or with one or more Authorized Officers be, and hereby is, authorized and 

empowered to execute and deliver, and to cause the Company to incur and perform its obligations 

under, the DIP Term Loan Agreement and each of the instruments and documents listed below 

and all other agreements, documents and instruments contemplated by any of the foregoing or 

requested by the DIP Term Loan Agent in connection with any of the foregoing (together with the 

DIP Term Loan Agreement, the “Loan Documents”), and each of the documents and instruments 

contemplated thereby, in the name and on behalf of the Company under its seal or otherwise, 

substantially in the forms presented to the Board, with such changes therein and modifications and 

amendments thereto as any Authorized Officer may in his or her sole discretion approve, which 

approval shall be conclusively evidenced by his or her execution thereof:

(a) the Fee Letter;

(b) the Security Agreement;

(c) the Orders;

(d) any intercreditor agreement;

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(e) UCC financing statements, fixture filings, and other instruments as may be 

reasonably requested by the DIP Term Loan Agent or as may be necessary or 

appropriate to create, preserve and perfect the security interests purported to be 

created by the Collateral Documents;

(f) such other security agreements, pledge agreements, deeds of trust, mortgages, 

notices, financing statements, tax affidavits, reaffirmation agreements, and other 

instruments as the DIP Term Loan Agent may reasonably request or as may be 

necessary or appropriate to create, preserve and perfect the Liens purported to be 

required pursuant to the Loan Documents to be created in the Collateral as collateral 

security for the payment of obligations, advances, debts or liabilities related to the 

Company’s obligations;

(g) such agreements with third parties (including, without limitation, bank agency 

agreements, motor vehicle perfection agreements, lockbox agreements, blocked 

account agreements, control agreements, credit card notices, customs broker 

agreements, landlord agreements and warehouse letters) relating to the Collateral;

(h) the Loan Documents (as defined in the DIP Term Loan Agreement);

(i) the Collateral Documents (as defined in the DIP Term Loan Agreement); and

(j) such other documents, agreements, instruments, certificates, notices, assignments 

and documents as may be reasonably requested by the DIP Term Loan Agent or 

required by the DIP Term Loan Agreement, the Collateral Documents or any other 

Loan Documents;

RESOLVED, that the Company will receive value and obtain benefits from the incurrence 

of the Loans and the other obligations under the DIP Term Loan Agreement and the Loan 

Documents which are necessary and convenient to the conduct, promotion and attainment of the 

business of the Company;

RESOLVED, that each of the Authorized Officers be, and hereby is, authorized and 

empowered, in the name and on behalf of the Company, to grant a security interest and lien in all 

of the Company’s assets pursuant to the terms of the Loan Documents, including, without 

limitation, a pledge of all of the equity interests now owned or hereafter acquired by the Company 

and all personal and real property of the Company now owned or hereafter acquired by the 

Company, in each case, to the DIP Term Loan Agent, and the DIP Term Loan Agent is authorized 

to file or record financing statements and other filing or recording documents or instruments with 

respect to the Collateral without the signature of the Company in such form and in such offices as 

the DIP Term Loan Agent or any Authorized Officer determines appropriate or necessary to perfect 

the perfection of the security interests of the DIP Term Loan Agent under the DIP Term Loan 

Agreement and the other Loan Documents. Without limiting the generality of the foregoing, the 

DIP Term Loan Agent is expressly authorized to use a collateral description that encompasses “all 

assets” or “all personal property” of the Company, wheresoever located, whether now owned and 

existing or hereafter acquired, together with all proceeds thereof or any similar all assets 

description in any such financing statements or other filing or recording documents or instruments;

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RESOLVED, that each of the Authorized Officers be, and hereby is, authorized and 

empowered, in the name and on behalf of the Company, to take all such further actions including, 

without limitation, to pay all fees and expenses in accordance with the terms of the Loan 

Documents, to arrange for and enter into supplemental agreements, amendments, instruments, 

certificates or documents relating to the transactions contemplated by the DIP Term Loan 

Agreement or any of the other Loan Documents and to execute and deliver all such supplemental 

agreements, amendments, instruments, certificates or documents in the name and on behalf of the 

Company, which shall in their sole judgment be necessary, proper or advisable in order to perform 

the Company’s obligations under or in connection with the DIP Term Loan Agreement or any of 

the other Loan Documents and the transactions contemplated therein, and which necessity or 

advisability shall be conclusively evidenced by such Authorized Officer’s execution thereof, to 

carry out fully the intent of the foregoing resolutions;

RESOLVED, that each of the Authorized Officers be, and hereby is, authorized and 

empowered to execute and deliver any amendments, amendment and restatements, supplements, 

modifications, renewals, extensions, replacements, consolidations, substitutions and extensions of 

the DIP Term Loan Agreement and any of the Loan Documents which shall in their sole judgment 

be necessary, proper or advisable;

RESOLVED, that all acts and actions taken by the Authorized Officers prior to the date 

hereof with respect to the transactions contemplated by the DIP Term Loan Agreement and any of 

the other Loan Documents be, and hereby are, in all respects confirmed, approved and ratified;

RESOLVED, that the capitalized terms used in the resolutions under the caption “DebtorIn-Possession Term Loan Agreement” and not otherwise defined herein shall have the meanings 

ascribed to such terms in the DIP Term Loan Agreement;

RESOLVED, that all acts and actions taken by the Authorized Officers prior to the date 

hereof with respect to the transactions contemplated by the DIP Term Loan Agreement and any 

other instruments, agreements or documents related thereto entered into prior to, on or after the 

date hereof, be, and hereby are, in all respects confirmed, approved and ratified;

Further Authorizations

RESOLVED, that the Authorized Officers be, and each of them hereby is, authorized, 

empowered, and directed, in the name and on behalf of the Company, to prosecute the Chapter 11 

Case in a manner that in their business judgment is likely to maximize the recovery for stakeholders 

in the Company and minimize the obligations incurred by the Company;

RESOLVED, that the Authorized Officers be, and each of them hereby is, authorized, 

empowered, and directed, in the name and on behalf of the Company, to negotiate for and obtain 

postpetition financing according to terms to be negotiated by management of the Company, 

including under debtor-in-possession credit facilities, and to execute and deliver agreements 

regarding the use of cash collateral or other similar arrangements, including, without limitation, to 

enter into any guarantees and to pledge and grant liens on its assets as may be contemplated by or 

required under the terms of such postpetition financing or cash collateral agreements or other 

similar arrangements; and, in connection therewith, the Authorized Officers be, and each of them

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hereby is, authorized, empowered, and directed to execute appropriate loan agreements, 

guarantees, cash collateral agreements, and related ancillary documents;

RESOLVED, that the Authorized Officers be, and each of them hereby is, authorized, 

empowered, and directed, in the name and on behalf of the Company, to cause the Company (i) to 

file a chapter 11 plan or plans and attendant disclosure statements, and to prosecute and obtain 

confirmation of such plan or plans in the Chapter 11 Case, and/or (ii) to sell some or substantially 

all of the assets of the Company;

RESOLVED, that the Authorized Officers be, and each of them hereby is, authorized, 

empowered, and directed, in the name and on behalf of the Company, to cause the Company to

enter into, execute, deliver, certify, file and/or record, and perform such agreements, instruments, 

motions, affidavits, applications for approvals or ruling of governmental or regulatory authorities, 

certificates, or other documents, and to take such other action, as in the business judgment of such 

Authorized Officers shall be or becomes necessary, advisable, or appropriate, to effectuate a 

successful reorganization of the Company, including a sale of some or substantially all of the 

Company’s assets; to effectuate a restructuring of debt, other obligations, organizational form and 

structure, and ownership of the Company; and to carry out and put into effect the purposes of the 

foregoing Resolutions and the transactions contemplated by these Resolutions;

RESOLVED, that in addition to the specific authorizations hereto conferred upon the

Authorized Officers or their designees, each of them hereby is authorized, directed, and 

empowered, in the name of, and on behalf of, the Company, to take or cause to be taken any and 

all such further actions, to execute and deliver any and all such agreements, certificates, 

instruments, and other documents, and to pay all expenses, including filing fees, in each case as 

such Authorized Officer or Authorized Officers shall determine in his, her, or their business 

judgment to be necessary, advisable, or appropriate to fully carry out the intent and accomplish 

the purposes of the Resolutions adopted herein, or to fully accomplish any and all actions taken in 

connection with the Chapter 11 Case;

RESOLVED, that Authorized Officers be, and each of them hereby is, authorized, 

empowered, and directed, in the name and on behalf of the Company, to amend, supplement, or 

otherwise modify, from time to time, the terms of any documents, certificates, instruments, 

agreements, or other writings referred to in the foregoing Resolutions;

RESOLVED, that all acts, actions, and transactions relating to the matters contemplated 

by the foregoing Resolutions done in the name of and on behalf of the Company, which acts would 

have been approved by the foregoing Resolutions except that such acts were taken before these 

Resolutions were adopted, are hereby in all respects approved, confirmed, and ratified; and

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RESOLVED, that this Unanimous Written Consent of the Board of Directors of the 

Company may be executed in any number of counterparts, including by facsimile or electronic 

transmission, each of which when so executed and delivered shall be deemed an original, and such 

counterparts shall together constitute one and the same instrument and shall be filed with the 

minutes of the proceedings of the Board.

[Remainder of Page Intentionally Left Blank]

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Exhibit A

Written Consent of the Sole Member of Gymboree Retail Stores, LLC

(See attached.)

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GYMBOREE RETAIL STORES, LLC

WRITTEN CONSENT OF THE SOLE MEMBER

January 15, 2019

In accordance with Section 17704.07 of the California Revised Uniform Limited Liability 

Company Act, as may be amended from time to time, and Section 12 of the Limited Liability 

Company Agreement of Gymboree Retail Stores, LLC (f/k/a Gymboree Retail Stores, Inc.), a 

California limited liability company (the “Company”), the undersigned, being the sole member of 

the Company (the “Member”), hereby consents to, adopts, and approves the following resolutions 

and each and every action effected thereby, effective as of the date first written above:

WHEREAS, the Member has reviewed the materials presented by management and the 

financial, legal, and other advisors of the Company and has held numerous discussions regarding 

such materials and the liabilities, obligations, and liquidity situation (including current and future 

liquidity needs) of the Company, the strategic alternatives available to the Company, and the 

impact of the foregoing on the businesses and operations of the Company;

WHEREAS, the Member has had the opportunity to consult with management and the 

financial, legal, and other advisors of the Company and fully consider each of the strategic 

alternatives available to the Company;

WHEREAS, the Member has reviewed and considered the advice and recommendations 

of the management of the Company and the Company’s financial, legal, and other advisors as to 

the relative risks and benefits of filing for relief under the provisions of chapter 11 of title 11 of 

the United States Code (the “Bankruptcy Code”);

WHEREAS, the Member has been presented with and reviewed the Asset Purchase 

Agreement (the “Asset Purchase Agreement”), substantially on the terms presented to the Member, 

to be entered into by and among (i) Gymboree Group, Inc., a Delaware corporation (“Gymboree 

Group”), and the Gymboree Group subsidiaries, including the Company, signatory thereto 

(collectively, the “Seller”), and (ii) Special Situations Investing Group, Inc., a Delaware 

corporation (“Buyer”), pursuant to which, among other things, the Seller will sell, assign, and 

transfer to Buyer, and Buyer will acquire, assume, and accept the transfer from Seller of, certain 

contracts, lease agreements, intellectual property, and e-commerce assets and liabilities (as more 

particularly described therein) on the terms and subject to the conditions set forth therein 

(collectively, the “Sale”); 

WHEREAS, in furtherance of the transactions contemplated by the Asset Purchase 

Agreement, the Member has determined that it is necessary and advisable for the Seller to execute 

certain other documents, agreements, instruments, and certificates as may be contemplated or 

required by the Asset Purchase Agreement (collectively, and including the Asset Purchase 

Agreement and all schedules, exhibits, annexes, and attachments thereto, the “Transaction 

Documents”); and

#4842-4700-1731

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WHEREAS, in the best judgment of the Member, the Member has determined that it is 

desirable and in the best interests of the Seller and its creditors, equityholders, employees, and 

other parties-in-interest, to enter into the Asset Purchase Agreement and the other Transaction 

Documents and to execute, deliver, and consummate the transactions contemplated thereby, 

including the Sale.

NOW, THEREFORE, BE IT:

Approval of Filing of Bankruptcy Petition

RESOLVED, that, in the best judgment of the Member, it is desirable and in the best 

interests of the Company and its creditors, equityholders, employees, and other parties-in-interest, 

that the Company file, or cause to be filed, a voluntary petition for relief under the provisions of 

chapter 11 of the Bankruptcy Code (the case so commenced, the “Chapter 11 Case”);

RESOLVED, that Shaz Kahng, President and Chief Executive Officer of the Company, 

Jon Kimmins, Chief Financial Officer and Treasurer of the Company, Kimberly Holtz MacMillan,

Vice President, General Counsel, and Secretary of the Company, and any other officer of the 

Company specifically designated by the foregoing officers (each, an “Authorized Officer” and 

collectively, the “Authorized Officers”) be, and each of them hereby is, authorized, empowered, 

and directed, in the name and on behalf of the Company, to (i) execute and file, or cause to be 

executed and filed, with the United States Bankruptcy Court for the Eastern District of Virginia 

(the “Bankruptcy Court”) at such time as any Authorized Officer executing the same shall 

determine, all petitions, schedules, lists, motions, applications, pleadings, and other necessary 

papers or documents, including any amendments thereto; and (ii) take any and all actions, and 

perform any and all further deeds, that they deem necessary, advisable, or appropriate to obtain 

relief under the provisions of chapter 11 of the Bankruptcy Code or in connection with the Chapter 

11 Case, with a view to the successful prosecution of such Chapter 11 Case;

Retention of Advisors

RESOLVED, that the Authorized Officers be, and each of them hereby is, authorized, 

empowered, and directed, in the name and on behalf of the Company, to employ the law firm of 

Milbank, Tweed, Hadley & McCloy LLP (“Milbank”) as general bankruptcy counsel to represent, 

assist, and advise the Company in carrying out its duties under the Bankruptcy Code and to take 

any and all actions to advance the Company’s rights and obligations, including filing any 

pleadings, in connection with the Chapter 11 Case; and, in connection therewith, the Authorized 

Officers are hereby authorized, empowered, and directed to (i) execute appropriate retention 

agreements, (ii) pay appropriate retainers prior to and/or immediately upon filing of the Chapter 

11 Case, and (iii) cause to be executed and filed an appropriate application with the Bankruptcy 

Court for authority to retain the services of Milbank; 

RESOLVED, that the Authorized Officers be, and each of them hereby is, authorized, 

empowered, and directed, in the name and on behalf of the Company, to employ the firm of Kutak 

Rock LLP (“Kutak”) as local counsel to represent and advise the Company in carrying out its 

duties under the Bankruptcy Code, and to take any and all actions to advance its rights and 

obligations in connection with the Chapter 11 Case; and, in connection therewith, the Authorized 

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Officers are hereby authorized, empowered, and directed to (i) execute appropriate retention 

agreements, (ii) pay appropriate retainers prior to and/or immediately upon the filing of the Chapter 

11 Cases, and (iii) cause to be executed and filed an appropriate application with the Bankruptcy 

Court for authority to retain the services of Kutak;

RESOLVED, that the Authorized Officers be, and each of them hereby is, authorized, 

empowered, and directed, in the name and on behalf of the Company, to employ (i) Stifel, Nicolaus 

& Company, Incorporated (“Stifel”) as investment banker and financial advisor and (ii) Berkeley 

Research Group, LLC (“BRG”) as financial advisor, each to represent and assist the Company in 

carrying out its duties under the Bankruptcy Code and to take any and all actions to advance the 

Company’s rights and obligations in connection with the Chapter 11 Case; and, in connection 

therewith, the Authorized Officers are hereby authorized, empowered, and directed to (i) execute 

appropriate retention agreements, (ii) pay appropriate retainers prior to and/or immediately upon 

the filing of the Chapter 11 Case, and (iii) cause to be executed and filed appropriate applications 

with the Bankruptcy Court for authority to retain each of the services of Stifel and BRG;

RESOLVED, that the Authorized Officers be, and each of them hereby is, authorized, 

empowered, and directed, in the name and on behalf of the Company, to employ the firm of Prime 

Clerk LLC (“Prime Clerk”) as claims, balloting, and noticing agent to represent and assist the 

Company in carrying out its duties under the Bankruptcy Code and to take any and all actions to 

advance the Company’s rights and obligations; and, in connection therewith, the Authorized 

Officers are hereby authorized, empowered, and directed to (i) execute appropriate retention 

agreements, (ii) pay appropriate retainers prior to and/or immediately upon the filing of the 

Chapter 11 Cases, and (iii) cause to be executed and filed an appropriate application with the 

Bankruptcy Court for authority to retain the services of Prime Clerk;

RESOLVED, that the Authorized Officers be, and each of them hereby is, authorized, 

empowered, and directed, in the name and on behalf of the Company, to employ the firm of Hilco 

Real Estate, LLC (“Hilco”) as real estate consultant to represent and assist the Company in carrying 

out its duties under the Bankruptcy Code; and, in connection therewith, the Authorized Officers 

be, and each of them hereby is, authorized, empowered, and directed to (i) execute appropriate 

retention agreements, (ii) pay appropriate retainers prior to and/or immediately upon the filing of 

the Chapter 11 Case, and (iii) cause to be filed appropriate applications with the Bankruptcy Court 

for authority to retain the services of Hilco;

RESOLVED, that the Authorized Officers be, and each of them hereby is, authorized, 

empowered, and directed to employ any other professionals, including, without limitation, 

attorneys, financial advisors, investment bankers, accountants, tax advisors, and claims agents, as 

they deem necessary, advisable, or appropriate, in their sole discretion, to assist the Company in 

carrying out its duties under the Bankruptcy Code; and, in connection therewith, the Authorized 

Officers be, and each of them hereby is, authorized, empowered, and directed to (i) execute 

appropriate retention agreements, (ii) pay appropriate retainers prior to and/or immediately upon 

the filing of the Chapter 11 Case, and (iii) cause to be filed appropriate applications with the 

Bankruptcy Court for authority to retain the services of any other professionals as they shall, in 

their business judgment, deem necessary, advisable, or appropriate;

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Approval of Asset Purchase Agreement

RESOLVED, that (i) the Sale, (ii) the form, terms, and provisions of the Asset Purchase 

Agreement and each of the other Transaction Documents, with such modifications to the 

Transaction Documents as the Authorized Officers shall approve (including, without limitation, 

any additions, deletions, or changes to the Asset Purchase Agreement or any additions, deletions, 

or changes to any schedules, exhibits, annexes, and attachments thereto), and (iii) the execution, 

delivery, and performance of the transactions contemplated by the Asset Purchase Agreement and 

each of the other Transaction Documents, in each case, are hereby authorized, approved, ratified, 

and confirmed in all respects;

RESOLVED, that the Authorized Officers are hereby authorized, empowered, and 

directed, in the name and on behalf of the Seller, to execute, deliver, and perform each of the 

Transaction Documents and the transactions contemplated thereby, and any and all such other 

documents, agreements and instruments as may be deemed necessary or advisable in order to carry 

out the purpose and intent of the foregoing Resolutions, in each case, with such Authorized 

Officer’s execution or action to be conclusive evidence of the exercise by such Authorized Officer 

of the discretionary authority herein conferred;

Debtor-In-Possession Term Loan Agreement

WHEREAS, Gymboree Group (the “Lead Borrower”), the other Borrowers party thereto 

from time to time, Gymboree Intermediate Corporation, a Delaware corporation (“Intermediate”), 

the other Guarantors party thereto from time to time, each a debtor and debtor-in-possession 

(together with Intermediate, the “Guarantors”) in cases pending under Chapter 11 of the 

Bankruptcy Code, the Lenders and Special Situations Investing Group, Inc., as administrative 

agent (in such capacity, including any successor thereof, the “Administrative Agent”) and as 

collateral agent (in such capacity, including any successor thereof, the “Collateral Agent”, and 

together with the Administrative Agent, the “DIP Term Loan Agent”) for the Lenders, propose to 

enter into that certain Debtor-in-Possession Term Loan Agreement (the “DIP Term Loan 

Agreement”), dated as of the date hereof;

WHEREAS, the obligation of the Lenders to make each Loan to the Borrower under the 

DIP Term Loan Agreement is subject to the Company having satisfied certain conditions described 

in the DIP Term Loan Agreement;

WHEREAS, the Company will receive benefits from the receipt of the Loans made by the 

Lenders under the DIP Term Loan Agreement; and

WHEREAS, it is in the best interests of the Company to enter into the DIP Term Loan 

Agreement and each agreement, document, instrument, certificate, recording and filing relating 

thereto.

RESOLVED, that the form, terms and provisions of the DIP Term Loan Agreement and 

each of the other Loan Documents (as defined below), and the Company’s incurrence and 

performance of its obligations under the DIP Term Loan Agreement (including, without limitation, 

the “Obligations”, as defined therein) and each of the other Loan Documents (as defined below), 

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including any borrowings of Loans in such amounts as may be available to it from time to time 

thereunder and the consummation of the transactions contemplated thereby, be, and hereby are, in 

all respects, authorized and approved; and further resolved, that the Company’s Authorized 

Officers, acting alone or with one or more Authorized Officers be, and hereby is, authorized and 

empowered to execute and deliver, and to cause the Company to incur and perform its obligations 

under, the DIP Term Loan Agreement and each of the instruments and documents listed below 

and all other agreements, documents and instruments contemplated by any of the foregoing or 

requested by the DIP Term Loan Agent in connection with any of the foregoing (together with the 

DIP Term Loan Agreement, the “Loan Documents”), and each of the documents and instruments 

contemplated thereby, in the name and on behalf of the Company under its seal or otherwise, 

substantially in the forms presented to the Member, with such changes therein and modifications 

and amendments thereto as any Authorized Officer may in his or her sole discretion approve, which 

approval shall be conclusively evidenced by his or her execution thereof:

(a) the Fee Letter;

(b) the Security Agreement;

(c) the Orders;

(d) any intercreditor agreement;

(e) UCC financing statements, fixture filings, and other instruments as may be 

reasonably requested by the DIP Term Loan Agent or as may be necessary or 

appropriate to create, preserve and perfect the security interests purported to be 

created by the Collateral Documents;

(f) such other security agreements, pledge agreements, deeds of trust, mortgages, 

notices, financing statements, tax affidavits, reaffirmation agreements, and other 

instruments as the DIP Term Loan Agent may reasonably request or as may be 

necessary or appropriate to create, preserve and perfect the Liens purported to be 

required pursuant to the Loan Documents to be created in the Collateral as collateral 

security for the payment of obligations, advances, debts or liabilities related to the 

Company’s obligations;

(g) such agreements with third parties (including, without limitation, bank agency 

agreements, motor vehicle perfection agreements, lockbox agreements, blocked 

account agreements, control agreements, credit card notices, customs broker 

agreements, landlord agreements and warehouse letters) relating to the Collateral;

(h) the Loan Documents (as defined in the DIP Term Loan Agreement);

(i) the Collateral Documents (as defined in the DIP Term Loan Agreement); and

(j) such other documents, agreements, instruments, certificates, notices, assignments 

and documents as may be reasonably requested by the DIP Term Loan Agent or 

required by the DIP Term Loan Agreement, the Collateral Documents or any other 

Loan Documents;

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RESOLVED, that the Company will receive value and obtain benefits from the incurrence 

of the Loans and the other obligations under the DIP Term Loan Agreement and the Loan 

Documents which are necessary and convenient to the conduct, promotion and attainment of the 

business of the Company;

RESOLVED, that each of the Authorized Officers be, and hereby is, authorized and 

empowered, in the name and on behalf of the Company, to grant a security interest and lien in all 

of the Company’s assets pursuant to the terms of the Loan Documents, including, without 

limitation, a pledge of all of the equity interests now owned or hereafter acquired by the Company 

and all personal and real property of the Company now owned or hereafter acquired by the 

Company, in each case, to the DIP Term Loan Agent, and the DIP Term Loan Agent is authorized 

to file or record financing statements and other filing or recording documents or instruments with 

respect to the Collateral without the signature of the Company in such form and in such offices as 

the DIP Term Loan Agent or any Authorized Officer determines appropriate or necessary to perfect 

the perfection of the security interests of the DIP Term Loan Agent under the DIP Term Loan 

Agreement and the other Loan Documents. Without limiting the generality of the foregoing, the 

DIP Term Loan Agent is expressly authorized to use a collateral description that encompasses “all 

assets” or “all personal property” of the Company, wheresoever located, whether now owned and 

existing or hereafter acquired, together with all proceeds thereof or any similar all assets 

description in any such financing statements or other filing or recording documents or instruments;

RESOLVED, that each of the Authorized Officers be, and hereby is, authorized and 

empowered, in the name and on behalf of the Company, to take all such further actions including, 

without limitation, to pay all fees and expenses in accordance with the terms of the Loan 

Documents, to arrange for and enter into supplemental agreements, amendments, instruments, 

certificates or documents relating to the transactions contemplated by the DIP Term Loan 

Agreement or any of the other Loan Documents and to execute and deliver all such supplemental 

agreements, amendments, instruments, certificates or documents in the name and on behalf of the 

Company, which shall in their sole judgment be necessary, proper or advisable in order to perform 

the Company’s obligations under or in connection with the DIP Term Loan Agreement or any of 

the other Loan Documents and the transactions contemplated therein, and which necessity or 

advisability shall be conclusively evidenced by such Authorized Officer’s execution thereof, to 

carry out fully the intent of the foregoing resolutions;

RESOLVED, that each of the Authorized Officers be, and hereby is, authorized and 

empowered to execute and deliver any amendments, amendment and restatements, supplements, 

modifications, renewals, extensions, replacements, consolidations, substitutions and extensions of 

the DIP Term Loan Agreement and any of the Loan Documents which shall in their sole judgment 

be necessary, proper or advisable;

RESOLVED, that all acts and actions taken by the Authorized Officers prior to the date 

hereof with respect to the transactions contemplated by the DIP Term Loan Agreement and any of 

the other Loan Documents be, and hereby are, in all respects confirmed, approved and ratified;

RESOLVED, that the capitalized terms used in the resolutions under the caption “DebtorIn-Possession Term Loan Agreement” and not otherwise defined herein shall have the meanings 

ascribed to such terms in the DIP Term Loan Agreement;

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RESOLVED, that all acts and actions taken by the Authorized Officers prior to the date 

hereof with respect to the transactions contemplated by the DIP Term Loan Agreement and any 

other instruments, agreements or documents related thereto entered into prior to, on or after the 

date hereof, be, and hereby are, in all respects confirmed, approved and ratified;

Further Authorizations

RESOLVED, that the Authorized Officers be, and each of them hereby is, authorized, 

empowered, and directed, in the name and on behalf of the Company, to prosecute the Chapter 11 

Case in a manner that in their business judgment is likely to maximize the recovery for stakeholders 

in the Company and minimize the obligations incurred by the Company;

RESOLVED, that the Authorized Officers be, and each of them hereby is, authorized, 

empowered, and directed, in the name and on behalf of the Company, to negotiate for and obtain 

postpetition financing according to terms to be negotiated by management of the Company, 

including under debtor-in-possession credit facilities, and to execute and deliver agreements 

regarding the use of cash collateral or other similar arrangements, including, without limitation, to 

enter into any guarantees and to pledge and grant liens on its assets as may be contemplated by or 

required under the terms of such postpetition financing or cash collateral agreements or other 

similar arrangements; and, in connection therewith, the Authorized Officers be, and each of them 

hereby is, authorized, empowered, and directed to execute appropriate loan agreements, 

guarantees, cash collateral agreements, and related ancillary documents;

RESOLVED, that the Authorized Officers be, and each of them hereby is, authorized, 

empowered, and directed, in the name and on behalf of the Company, to cause the Company (i) to 

file a chapter 11 plan or plans and attendant disclosure statements, and to prosecute and obtain 

confirmation of such plan or plans in the Chapter 11 Case, and/or (ii) to sell some or substantially 

all of the assets of the Company;

RESOLVED, that the Authorized Officers be, and each of them hereby is, authorized, 

empowered, and directed, in the name and on behalf of the Company, to cause the Company to 

enter into, execute, deliver, certify, file and/or record, and perform such agreements, instruments, 

motions, affidavits, applications for approvals or ruling of governmental or regulatory authorities, 

certificates, or other documents, and to take such other action, as in the business judgment of such 

Authorized Officers shall be or becomes necessary, advisable, or appropriate, to effectuate a 

successful reorganization of the Company, including a sale of some or substantially all of the 

Company’s assets; to effectuate a restructuring of debt, other obligations, organizational form and 

structure, and ownership of the Company; and to carry out and put into effect the purposes of the 

foregoing Resolutions and the transactions contemplated by these Resolutions; 

RESOLVED, that in addition to the specific authorizations hereto conferred upon the 

Authorized Officers or their designees, each of them hereby is authorized, directed, and 

empowered, in the name of, and on behalf of, the Company, to take or cause to be taken any and 

all such further actions, to execute and deliver any and all such agreements, certificates, 

instruments, and other documents, and to pay all expenses, including filing fees, in each case as 

such Authorized Officer or Authorized Officers shall determine in his, her, or their business 

judgment to be necessary, advisable, or appropriate to fully carry out the intent and accomplish 

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the purposes of the Resolutions adopted herein, or to fully accomplish any and all actions taken in 

connection with the Chapter 11 Case;

RESOLVED, that Authorized Officers be, and each of them hereby is, authorized, 

empowered, and directed, in the name and on behalf of the Company, to amend, supplement, or 

otherwise modify, from time to time, the terms of any documents, certificates, instruments, 

agreements, or other writings referred to in the foregoing Resolutions;

RESOLVED, that all acts, actions, and transactions relating to the matters contemplated 

by the foregoing Resolutions done in the name of and on behalf of the Company, which acts would 

have been approved by the foregoing Resolutions except that such acts were taken before these 

Resolutions were adopted, are hereby in all respects approved, confirmed, and ratified; and

RESOLVED, that this Written Consent of the Sole Member of the Company may be 

executed in any number of counterparts, including by facsimile or electronic transmission, each of 

which when so executed and delivered shall be deemed an original, and such counterparts shall 

together constitute one and the same instrument.

[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF, the undersigned has duly executed this Written Consent of 

the Sole Member as of the date first set forth above.

SOLE MEMBER

Gymboree Group, Inc.

By: ________________________________

Name: Jon W. Kimmins

Title: Chief Financial Officer and Treasurer

[Signature Page to Written Consent of the Sole Member of Gymboree Retail Stores, LLC]

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Exhibit B

Written Consent of the Sole Member of Gymboree Island, LLC

(See attached.)

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GYMBOREE ISLAND, LLC

WRITTEN CONSENT OF THE SOLE MEMBER

January 15, 2019

In accordance with Section 19.18(D) of Chapter 19 of the General Corporations Act of 

Puerto Rico, as may be amended from time to time, and Section 11 of the Operating Agreement 

of Gymboree Island, LLC, a limited liability company organized under the laws of the 

Commonwealth of Puerto Rico (the “Company”), as amended, modified, or supplemented from 

time to time, and dated as of August 30, 2007, the undersigned, being the sole member of the 

Company (the “Member”), hereby consents to, adopts, and approves the following resolutions and 

each and every action effected thereby, effective as of the date first written above:

WHEREAS, the Member has reviewed the materials presented by management and the 

financial, legal, and other advisors of the Company and has held numerous discussions regarding 

such materials and the liabilities, obligations, and liquidity situation (including current and future 

liquidity needs) of the Company, the strategic alternatives available to the Company, and the 

impact of the foregoing on the businesses and operations of the Company;

WHEREAS, the Member has had the opportunity to consult with management and the 

financial, legal, and other advisors of the Company and fully consider each of the strategic 

alternatives available to the Company;

WHEREAS, the Member has reviewed and considered the advice and recommendations 

of the management of the Company and the Company’s financial, legal, and other advisors as to 

the relative risks and benefits of filing for relief under the provisions of chapter 11 of title 11 of 

the United States Code (the “Bankruptcy Code”);

WHEREAS, the Member has been presented with and reviewed the Asset Purchase 

Agreement (the “Asset Purchase Agreement”), substantially on the terms presented to the Member, 

to be entered into by and among (i) Gymboree Group, Inc., a Delaware corporation (“Gymboree 

Group”), and the Gymboree Group subsidiaries, including the Company, signatory thereto 

(collectively, the “Seller”), and (ii) Special Situations Investing Group, Inc., a Delaware 

corporation (“Buyer”), pursuant to which, among other things, the Seller will sell, assign, and 

transfer to Buyer, and Buyer will acquire, assume, and accept the transfer from Seller of, certain 

contracts, lease agreements, intellectual property, and e-commerce assets and liabilities (as more 

particularly described therein) on the terms and subject to the conditions set forth therein 

(collectively, the “Sale”); 

WHEREAS, in furtherance of the transactions contemplated by the Asset Purchase 

Agreement, the Member has determined that it is necessary and advisable for the Seller to execute 

certain other documents, agreements, instruments, and certificates as may be contemplated or 

required by the Asset Purchase Agreement (collectively, and including the Asset Purchase 

Agreement and all schedules, exhibits, annexes, and attachments thereto, the “Transaction 

Documents”); and

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WHEREAS, in the best judgment of the Member, the Member has determined that it is 

desirable and in the best interests of the Seller and its creditors, equityholders, employees, and 

other parties-in-interest, to enter into the Asset Purchase Agreement and the other Transaction 

Documents and to execute, deliver, and consummate the transactions contemplated thereby, 

including the Sale.

NOW, THEREFORE, BE IT:

Approval of Filing of Bankruptcy Petition

RESOLVED, that, in the best judgment of the Member, it is desirable and in the best 

interests of the Company and its creditors, equityholders, employees, and other parties-in-interest, 

that the Company file, or cause to be filed, a voluntary petition for relief under the provisions of 

chapter 11 of the Bankruptcy Code (the case so commenced, the “Chapter 11 Case”);

RESOLVED, that Shaz Kahng, President and Chief Executive Officer of the Company, 

Jon Kimmins, Chief Financial Officer and Treasurer of the Company, Kimberly Holtz MacMillan, 

Vice President, General Counsel, and Secretary of the Company, and any other officer of the 

Company specifically designated by the foregoing officers (each, an “Authorized Officer” and 

collectively, the “Authorized Officers”) be, and each of them hereby is, authorized, empowered, 

and directed, in the name and on behalf of the Company, to (i) execute and file, or cause to be 

executed and filed, with the United States Bankruptcy Court for the Eastern District of Virginia 

(the “Bankruptcy Court”) at such time as any Authorized Officer executing the same shall 

determine, all petitions, schedules, lists, motions, applications, pleadings, and other necessary 

papers or documents, including any amendments thereto; and (ii) take any and all actions, and 

perform any and all further deeds, that they deem necessary, advisable, or appropriate to obtain 

relief under the provisions of chapter 11 of the Bankruptcy Code or in connection with the Chapter 

11 Case, with a view to the successful prosecution of such Chapter 11 Case;

Retention of Advisors

RESOLVED, that the Authorized Officers be, and each of them hereby is, authorized, 

empowered, and directed, in the name and on behalf of the Company, to employ the law firm of 

Milbank, Tweed, Hadley & McCloy LLP (“Milbank”) as general bankruptcy counsel to represent, 

assist, and advise the Company in carrying out its duties under the Bankruptcy Code and to take 

any and all actions to advance the Company’s rights and obligations, including filing any 

pleadings, in connection with the Chapter 11 Case; and, in connection therewith, the Authorized 

Officers are hereby authorized, empowered, and directed to (i) execute appropriate retention 

agreements, (ii) pay appropriate retainers prior to and/or immediately upon filing of the Chapter 

11 Case, and (iii) cause to be executed and filed an appropriate application with the Bankruptcy 

Court for authority to retain the services of Milbank; 

RESOLVED, that the Authorized Officers be, and each of them hereby is, authorized, 

empowered, and directed, in the name and on behalf of the Company, to employ the firm of Kutak 

Rock LLP (“Kutak”) as local counsel to represent and advise the Company in carrying out its 

duties under the Bankruptcy Code, and to take any and all actions to advance its rights and 

obligations in connection with the Chapter 11 Case; and, in connection therewith, the Authorized 

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Officers are hereby authorized, empowered, and directed to (i) execute appropriate retention 

agreements, (ii) pay appropriate retainers prior to and/or immediately upon the filing of the Chapter 

11 Cases, and (iii) cause to be executed and filed an appropriate application with the Bankruptcy 

Court for authority to retain the services of Kutak;

RESOLVED, that the Authorized Officers be, and each of them hereby is, authorized, 

empowered, and directed, in the name and on behalf of the Company, to employ (i) Stifel, Nicolaus 

& Company, Incorporated (“Stifel”) as investment banker and financial advisor and (ii) Berkeley 

Research Group, LLC (“BRG”) as financial advisor, each to represent and assist the Company in 

carrying out its duties under the Bankruptcy Code and to take any and all actions to advance the 

Company’s rights and obligations in connection with the Chapter 11 Case; and, in connection 

therewith, the Authorized Officers are hereby authorized, empowered, and directed to (i) execute 

appropriate retention agreements, (ii) pay appropriate retainers prior to and/or immediately upon 

the filing of the Chapter 11 Case, and (iii) cause to be executed and filed appropriate applications 

with the Bankruptcy Court for authority to retain each of the services of Stifel and BRG;

RESOLVED, that the Authorized Officers be, and each of them hereby is, authorized, 

empowered, and directed, in the name and on behalf of the Company, to employ the firm of Prime 

Clerk LLC (“Prime Clerk”) as claims, balloting, and noticing agent to represent and assist the 

Company in carrying out its duties under the Bankruptcy Code and to take any and all actions to 

advance the Company’s rights and obligations; and, in connection therewith, the Authorized 

Officers are hereby authorized, empowered, and directed to (i) execute appropriate retention 

agreements, (ii) pay appropriate retainers prior to and/or immediately upon the filing of the 

Chapter 11 Cases, and (iii) cause to be executed and filed an appropriate application with the 

Bankruptcy Court for authority to retain the services of Prime Clerk;

RESOLVED, that the Authorized Officers be, and each of them hereby is, authorized, 

empowered, and directed, in the name and on behalf of the Company, to employ the firm of Hilco 

Real Estate, LLC (“Hilco”) as real estate consultant to represent and assist the Company in carrying 

out its duties under the Bankruptcy Code; and, in connection therewith, the Authorized Officers 

be, and each of them hereby is, authorized, empowered, and directed to (i) execute appropriate 

retention agreements, (ii) pay appropriate retainers prior to and/or immediately upon the filing of 

the Chapter 11 Case, and (iii) cause to be filed appropriate applications with the Bankruptcy Court 

for authority to retain the services of Hilco;

RESOLVED, that the Authorized Officers be, and each of them hereby is, authorized, 

empowered, and directed to employ any other professionals, including, without limitation, 

attorneys, financial advisors, investment bankers, accountants, tax advisors, and claims agents, as 

they deem necessary, advisable, or appropriate, in their sole discretion, to assist the Company in 

carrying out its duties under the Bankruptcy Code; and, in connection therewith, the Authorized 

Officers be, and each of them hereby is, authorized, empowered, and directed to (i) execute 

appropriate retention agreements, (ii) pay appropriate retainers prior to and/or immediately upon 

the filing of the Chapter 11 Case, and (iii) cause to be filed appropriate applications with the 

Bankruptcy Court for authority to retain the services of any other professionals as they shall, in 

their business judgment, deem necessary, advisable, or appropriate;

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Approval of Asset Purchase Agreement

RESOLVED, that (i) the Sale, (ii) the form, terms, and provisions of the Asset Purchase 

Agreement and each of the other Transaction Documents, with such modifications to the 

Transaction Documents as the Authorized Officers shall approve (including, without limitation, 

any additions, deletions, or changes to the Asset Purchase Agreement or any additions, deletions, 

or changes to any schedules, exhibits, annexes, and attachments thereto), and (iii) the execution, 

delivery, and performance of the transactions contemplated by the Asset Purchase Agreement and 

each of the other Transaction Documents, in each case, are hereby authorized, approved, ratified, 

and confirmed in all respects;

RESOLVED, that the Authorized Officers are hereby authorized, empowered, and 

directed, in the name and on behalf of the Seller, to execute, deliver, and perform each of the 

Transaction Documents and the transactions contemplated thereby, and any and all such other 

documents, agreements and instruments as may be deemed necessary or advisable in order to carry 

out the purpose and intent of the foregoing Resolutions, in each case, with such Authorized 

Officer’s execution or action to be conclusive evidence of the exercise by such Authorized Officer 

of the discretionary authority herein conferred;

Debtor-In-Possession Term Loan Agreement

WHEREAS, Gymboree Group (the “Lead Borrower”), the other Borrowers party thereto 

from time to time, Gymboree Intermediate Corporation, a Delaware corporation (“Intermediate”), 

the other Guarantors party thereto from time to time, each a debtor and debtor-in-possession 

(together with Intermediate, the “Guarantors”) in cases pending under Chapter 11 of the 

Bankruptcy Code, the Lenders and Special Situations Investing Group, Inc., as administrative 

agent (in such capacity, including any successor thereof, the “Administrative Agent”) and as 

collateral agent (in such capacity, including any successor thereof, the “Collateral Agent”, and 

together with the Administrative Agent, the “DIP Term Loan Agent”) for the Lenders, propose to 

enter into that certain Debtor-in-Possession Term Loan Agreement (the “DIP Term Loan 

Agreement”), dated as of the date hereof;

WHEREAS, the obligation of the Lenders to make each Loan to the Borrower under the 

DIP Term Loan Agreement is subject to the Company having satisfied certain conditions described 

in the DIP Term Loan Agreement;

WHEREAS, the Company will receive benefits from the receipt of the Loans made by the 

Lenders under the DIP Term Loan Agreement; and

WHEREAS, it is in the best interests of the Company to enter into the DIP Term Loan 

Agreement and each agreement, document, instrument, certificate, recording and filing relating 

thereto.

RESOLVED, that the form, terms and provisions of the DIP Term Loan Agreement and 

each of the other Loan Documents (as defined below), and the Company’s incurrence and 

performance of its obligations under the DIP Term Loan Agreement (including, without limitation, 

the “Obligations”, as defined therein) and each of the other Loan Documents (as defined below), 

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including any borrowings of Loans in such amounts as may be available to it from time to time

thereunder and the consummation of the transactions contemplated thereby, be, and hereby are, in 

all respects, authorized and approved; and further resolved, that the Company’s Authorized 

Officers, acting alone or with one or more Authorized Officers be, and hereby is, authorized and 

empowered to execute and deliver, and to cause the Company to incur and perform its obligations 

under, the DIP Term Loan Agreement and each of the instruments and documents listed below 

and all other agreements, documents and instruments contemplated by any of the foregoing or 

requested by the DIP Term Loan Agent in connection with any of the foregoing (together with the 

DIP Term Loan Agreement, the “Loan Documents”), and each of the documents and instruments 

contemplated thereby, in the name and on behalf of the Company under its seal or otherwise, 

substantially in the forms presented to the Member, with such changes therein and modifications 

and amendments thereto as any Authorized Officer may in his or her sole discretion approve, which 

approval shall be conclusively evidenced by his or her execution thereof:

(a) the Fee Letter;

(b) the Security Agreement;

(c) the Orders;

(d) any intercreditor agreement;

(e) UCC financing statements, fixture filings, and other instruments as may be 

reasonably requested by the DIP Term Loan Agent or as may be necessary or 

appropriate to create, preserve and perfect the security interests purported to be 

created by the Collateral Documents;

(f) such other security agreements, pledge agreements, deeds of trust, mortgages, 

notices, financing statements, tax affidavits, reaffirmation agreements, and other 

instruments as the DIP Term Loan Agent may reasonably request or as may be 

necessary or appropriate to create, preserve and perfect the Liens purported to be 

required pursuant to the Loan Documents to be created in the Collateral as collateral 

security for the payment of obligations, advances, debts or liabilities related to the 

Company’s obligations;

(g) such agreements with third parties (including, without limitation, bank agency 

agreements, motor vehicle perfection agreements, lockbox agreements, blocked 

account agreements, control agreements, credit card notices, customs broker 

agreements, landlord agreements and warehouse letters) relating to the Collateral;

(h) the Loan Documents (as defined in the DIP Term Loan Agreement);

(i) the Collateral Documents (as defined in the DIP Term Loan Agreement); and

(j) such other documents, agreements, instruments, certificates, notices, assignments 

and documents as may be reasonably requested by the DIP Term Loan Agent or 

required by the DIP Term Loan Agreement, the Collateral Documents or any other 

Loan Documents;

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RESOLVED, that the Company will receive value and obtain benefits from the incurrence 

of the Loans and the other obligations under the DIP Term Loan Agreement and the Loan 

Documents which are necessary and convenient to the conduct, promotion and attainment of the 

business of the Company;

RESOLVED, that each of the Authorized Officers be, and hereby is, authorized and 

empowered, in the name and on behalf of the Company, to grant a security interest and lien in all 

of the Company’s assets pursuant to the terms of the Loan Documents, including, without 

limitation, a pledge of all of the equity interests now owned or hereafter acquired by the Company 

and all personal and real property of the Company now owned or hereafter acquired by the 

Company, in each case, to the DIP Term Loan Agent, and the DIP Term Loan Agent is authorized 

to file or record financing statements and other filing or recording documents or instruments with 

respect to the Collateral without the signature of the Company in such form and in such offices as 

the DIP Term Loan Agent or any Authorized Officer determines appropriate or necessary to perfect 

the perfection of the security interests of the DIP Term Loan Agent under the DIP Term Loan 

Agreement and the other Loan Documents. Without limiting the generality of the foregoing, the 

DIP Term Loan Agent is expressly authorized to use a collateral description that encompasses “all 

assets” or “all personal property” of the Company, wheresoever located, whether now owned and 

existing or hereafter acquired, together with all proceeds thereof or any similar all assets 

description in any such financing statements or other filing or recording documents or instruments;

RESOLVED, that each of the Authorized Officers be, and hereby is, authorized and 

empowered, in the name and on behalf of the Company, to take all such further actions including, 

without limitation, to pay all fees and expenses in accordance with the terms of the Loan 

Documents, to arrange for and enter into supplemental agreements, amendments, instruments, 

certificates or documents relating to the transactions contemplated by the DIP Term Loan 

Agreement or any of the other Loan Documents and to execute and deliver all such supplemental 

agreements, amendments, instruments, certificates or documents in the name and on behalf of the 

Company, which shall in their sole judgment be necessary, proper or advisable in order to perform 

the Company’s obligations under or in connection with the DIP Term Loan Agreement or any of 

the other Loan Documents and the transactions contemplated therein, and which necessity or 

advisability shall be conclusively evidenced by such Authorized Officer’s execution thereof, to 

carry out fully the intent of the foregoing resolutions;

RESOLVED, that each of the Authorized Officers be, and hereby is, authorized and 

empowered to execute and deliver any amendments, amendment and restatements, supplements, 

modifications, renewals, extensions, replacements, consolidations, substitutions and extensions of 

the DIP Term Loan Agreement and any of the Loan Documents which shall in their sole judgment 

be necessary, proper or advisable;

RESOLVED, that all acts and actions taken by the Authorized Officers prior to the date 

hereof with respect to the transactions contemplated by the DIP Term Loan Agreement and any of 

the other Loan Documents be, and hereby are, in all respects confirmed, approved and ratified;

RESOLVED, that the capitalized terms used in the resolutions under the caption “DebtorIn-Possession Term Loan Agreement” and not otherwise defined herein shall have the meanings 

ascribed to such terms in the DIP Term Loan Agreement;

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RESOLVED, that all acts and actions taken by the Authorized Officers prior to the date 

hereof with respect to the transactions contemplated by the DIP Term Loan Agreement and any 

other instruments, agreements or documents related thereto entered into prior to, on or after the 

date hereof, be, and hereby are, in all respects confirmed, approved and ratified;

Further Authorizations

RESOLVED, that the Authorized Officers be, and each of them hereby is, authorized, 

empowered, and directed, in the name and on behalf of the Company, to prosecute the Chapter 11 

Case in a manner that in their business judgment is likely to maximize the recovery for stakeholders 

in the Company and minimize the obligations incurred by the Company;

RESOLVED, that the Authorized Officers be, and each of them hereby is, authorized, 

empowered, and directed, in the name and on behalf of the Company, to negotiate for and obtain 

postpetition financing according to terms to be negotiated by management of the Company, 

including under debtor-in-possession credit facilities, and to execute and deliver agreements 

regarding the use of cash collateral or other similar arrangements, including, without limitation, to 

enter into any guarantees and to pledge and grant liens on its assets as may be contemplated by or 

required under the terms of such postpetition financing or cash collateral agreements or other 

similar arrangements; and, in connection therewith, the Authorized Officers be, and each of them 

hereby is, authorized, empowered, and directed to execute appropriate loan agreements, 

guarantees, cash collateral agreements, and related ancillary documents;

RESOLVED, that the Authorized Officers be, and each of them hereby is, authorized, 

empowered, and directed, in the name and on behalf of the Company, to cause the Company (i) to 

file a chapter 11 plan or plans and attendant disclosure statements, and to prosecute and obtain 

confirmation of such plan or plans in the Chapter 11 Case, and/or (ii) to sell some or substantially 

all of the assets of the Company;

RESOLVED, that the Authorized Officers be, and each of them hereby is, authorized, 

empowered, and directed, in the name and on behalf of the Company, to cause the Company to 

enter into, execute, deliver, certify, file and/or record, and perform such agreements, instruments, 

motions, affidavits, applications for approvals or ruling of governmental or regulatory authorities, 

certificates, or other documents, and to take such other action, as in the business judgment of such 

Authorized Officers shall be or becomes necessary, advisable, or appropriate, to effectuate a 

successful reorganization of the Company, including a sale of some or substantially all of the 

Company’s assets; to effectuate a restructuring of debt, other obligations, organizational form and 

structure, and ownership of the Company; and to carry out and put into effect the purposes of the 

foregoing Resolutions and the transactions contemplated by these Resolutions; 

RESOLVED, that in addition to the specific authorizations hereto conferred upon the 

Authorized Officers or their designees, each of them hereby is authorized, directed, and 

empowered, in the name of, and on behalf of, the Company, to take or cause to be taken any and 

all such further actions, to execute and deliver any and all such agreements, certificates, 

instruments, and other documents, and to pay all expenses, including filing fees, in each case as 

such Authorized Officer or Authorized Officers shall determine in his, her, or their business 

judgment to be necessary, advisable, or appropriate to fully carry out the intent and accomplish 

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the purposes of the Resolutions adopted herein, or to fully accomplish any and all actions taken in 

connection with the Chapter 11 Case;

RESOLVED, that Authorized Officers be, and each of them hereby is, authorized, 

empowered, and directed, in the name and on behalf of the Company, to amend, supplement, or 

otherwise modify, from time to time, the terms of any documents, certificates, instruments, 

agreements, or other writings referred to in the foregoing Resolutions;

RESOLVED, that all acts, actions, and transactions relating to the matters contemplated 

by the foregoing Resolutions done in the name of and on behalf of the Company, which acts would 

have been approved by the foregoing Resolutions except that such acts were taken before these 

Resolutions were adopted, are hereby in all respects approved, confirmed, and ratified; and

RESOLVED, that this Written Consent of the Sole Member of the Company may be 

executed in any number of counterparts, including by facsimile or electronic transmission, each of 

which when so executed and delivered shall be deemed an original, and such counterparts shall 

together constitute one and the same instrument.

[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF, the undersigned has duly executed this Written Consent of 

the Sole Member of the Company as of the date first set forth above.

SOLE MEMBER

Gymboree Group, Inc.

By: ________________________________

Name: Jon W. Kimmins

Title: Chief Financial Officer and Treasurer

[Signature Page to Written Consent of the Sole Member of Gymboree Island, LLC]

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