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

Fill in this information to identify the case: 

United States Bankruptcy Court for the: 

Eastern District of Virginia 

(State) ☐ Check if this is an

Case number (if known): Chapter 11 amended filing

 

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 Gym-Mark, Inc. 

2. All other names debtor used 

in the last 8 years 

N/A 

 Include any assumed names, 

trade names, and doing business 

as names 

3. Debtor’s federal Employer 

Identification Number (EIN) 94-3206459 

4. Debtor’s address Principal place of business 

71 Stevenson Street, Suite 2200 

Mailing address, if different from principal place 

of business 

Number Street Number Street 

San Francisco, California 94105 

P.O. Box 

City State Zip Code 

San Francisco, California 

City State Zip Code 

Location of principal assets, if different from 

principal place of business 

County Number Street 

City State Zip Code 

5. Debtor’s website (URL) http://www.gymboree.com/

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

☐ Partnership (excluding LLP)

☐ Other. Specify: 

 

 

Case 17-32988-KLP Doc 1 Filed 06/11/17 Entered 06/11/17 23:30:53 Desc Main

 Document Page 1 of 19
Debtor Gym-Mark, Inc. 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 . 

4481

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 See Rider 1 Relationship Affiliate 

District Eastern District of Virginia When 

6/11/2017

Case number, if known _______________________ MM / DD / YYYY 

Case 17-32988-KLP Doc 1 Filed 06/11/17 Entered 06/11/17 23:30:53 Desc Main

 Document Page 2 of 19
Debtor Gym-Mark, Inc. 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 ☐ 1,000-5,000 ☐ 25,001-50,000 

☒ 50-99 ☐ 5,001-10,000 ☐ 50,001-100,000 

☐ 100-199 ☐ 10,001-25,000 ☐ More than 100,000 

☐ 200-999 

15. Estimated assets ☐ $0-$50,000 ☐ $1,000,001-$10 million ☐ $500,000,001-$1 billion 

☐ $50,001-$100,000 ☐ $10,000,001-$50 million ☐ $1,000,000,001-$10 billion 

☐ $100,001-$500,000 ☐ $50,000,001-$100 million ☐ $10,000,000,001-$50 billion 

☐ $500,001-$1 million ☒ $100,000,001-$500 million ☐ More than $50 billion 

Case 17-32988-KLP Doc 1 Filed 06/11/17 Entered 06/11/17 23:30:53 Desc Main

 Document Page 3 of 19
Debtor Gym-Mark, Inc. Case number (if known) Name

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

16. Estimated liabilities ☐ $0-$50,000 ☐ $1,000,001-$10 million ☒ $500,000,001-$1 billion 

☐ $50,001-$100,000 ☐ $10,000,001-$50 million ☐ $1,000,000,001-$10 billion 

☐ $100,001-$500,000 ☐ $50,000,001-$100 million ☐ $10,000,000,001-$50 billion 

☐ $500,001-$1 million ☐ $100,000,001-$500 million ☐ 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 6/11/2017 

 MM/ DD / YYYY 

 /s/ James A. Mesterharm James A. Mesterharm 

Signature of authorized representative of debtor Printed name 

 Title Authorized Signatory 

18. Signature of attorney  /s/ Michael A. Condyles Date 6/11/2017 

Signature of attorney for debtor MM/ DD/YYYY 

Michael A. Condyles 

Printed name 

Kutak Rock LLP 

Firm name 

901 East Byrd Street, Suite 1000 

Number Street 

Richmond VA 23219-4071 

City 

804-343-5227 

State ZIP Code 

michael.condyles@kutakrock.com 

Contact phone 

27807 VA 

Email address 

Bar number State

Case 17-32988-KLP Doc 1 Filed 06/11/17 Entered 06/11/17 23:30:53 Desc Main

 Document Page 4 of 19
 Rider 1 

Fill in this information to identify the case: 

United States Bankruptcy Court for the: 

Eastern District of Virginia 

 (State) ☐ Check if this is an

 amended filing Case number (if 

known): Chapter 11 

Rider 1 

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

On the date hereof, each of the entities listed below (collectively, the “Debtors”) filed a petition 

in the United States Bankruptcy Court for the Eastern District of Virginia for relief under chapter 11 of 

title 11 of the United States Code. The Debtors have moved for joint administration of these cases 

under the case number assigned to the chapter 11 case of The Gymboree Corporation. 

• Giraffe Intermediate B, Inc. 

• The Gymboree Corporation 

• Gym-Card, LLC 

• Gym-Mark, Inc. 

• Gymboree Manufacturing, Inc. 

• Gymboree Retail Stores, Inc. 

• Gymboree Operations, Inc. 

• S.C.C. Wholesale, Inc. 

Case 17-32988-KLP Doc 1 Filed 06/11/17 Entered 06/11/17 23:30:53 Desc Main

 Document Page 5 of 19
Fill in this information to identify the case: 

 

Debtor name The Gymboree Corporation, et al. 

 

United States Bankruptcy Court for the: Eastern District of Virginia  Check if this is an 

Case number (If known): (State) amended filing 

 

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 50 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 the creditor 

among the holders of the 50 largest unsecured claims. 

 

Name of Creditor and 

Complete Mailing 

Address, including ZIP 

Code 

Name, Telephone Number, and Email 

Address of Creditor Contact 

Nature of 

Claim 

(for example, 

trade debts, 

bank loans, 

professional 

services, and 

government 

contracts) 

Indicate if 

claim is 

Contingent, 

Unliquidated 

or Disputed 

Amount of Claim

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 

Deductio

n for 

Value of 

Collateral 

or Setoff 

Unsecured 

Claim 

1 DEUTSCHE BANK TRUST 

COMPANY AMERICAS 

TRUST AND SECURITIES 

SERVICES 

60 WALL STREET, 27TH 

FLOOR 

MS: NYC60-2710 

NEW YORK, NEW YORK 

10005 

Name: CORPORATES TEAM / GIRAFFE 

ACQUISITION CORPORATION 

Phone: 866-243-9656 

Fax: 732-578-4635 

Email: DB@AMSTOCK.COM 

9.125% 

SENIOR 

NOTES DUE 

IN DECEMBER 

2018 

 $171,006,000

2 HANSOLL TEXTILE LTD. 

HANSOLL TEXTILE BLDG., 

268 SONGPA-DAERO, 

SONGPA-GU 

SEOUL, KOREA 

Name: CARMEN CHAU 

Phone: 852 2806 7980 

Fax: 852 3929 1329 

Email:CARMENCHAU@LFSOURCING.COM 

TRADE 

PAYABLE 

 $7,610,991

3 TIP TOP FASHIONS LTD 

IND. PLOT NO#1, AVENUE1, BLOCK-E, SECTION-11, 

MIRPUR 

DHAKA, BANGLADESH 

Name: CARMEN CHAU 

Phone: 852 2806 7980 

Fax: 852 3929 1329 

Email: CARMENCHAU@LFSOURCING.COM 

TRADE 

PAYABLE 

 $5,034,443

4 ROYAL CLASSIC MILLS ( P ) 

LTD 

31,PULIYAMARA 

THOTTAM,MANGALAM 

ROAD 

TIRUPUR, TAMILNADU, 

INDIA 

Name: CARMEN CHAU 

Phone: 852 2806 7980 

Fax: 852 3929 1329 

Email: CARMENCHAU@LFSOURCING.COM 

TRADE 

PAYABLE 

 $4,981,204

5 NEXT COLLECTIONS LTD 

1323-1325 BERON, 

ASHULIA, SAVAR 

DHAKA, BANGLADESH 

Name: CARMEN CHAU 

Phone: 852 2806 7980 

Fax: 852 3929 1329 

Email: CARMENCHAU@LFSOURCING.COM 

TRADE 

PAYABLE 

 $4,837,232

Case 17-32988-KLP Doc 1 Filed 06/11/17 Entered 06/11/17 23:30:53 Desc Main

 Document Page 6 of 19
Debtor _______________________ Case number (if known) ________ 

Official Form 204Chapter 11 or Chapter 9 Cases: List of Creditors Who Have the 20 Largest Unsecured Claims Page 2 

 

Name of Creditor and 

Complete Mailing 

Address, including ZIP 

Code 

Name, Telephone Number, and Email 

Address of Creditor Contact 

Nature of 

Claim 

(for example, 

trade debts, 

bank loans, 

professional 

services, and 

government 

contracts) 

Indicate if 

claim is 

Contingent, 

Unliquidated 

or Disputed 

Amount of Claim

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 

Deductio

n for 

Value of 

Collateral 

or Setoff 

Unsecured 

Claim 

6 PAO YUAN GARMENTS 

CORP. 

NO.3, LANE 616, SEC. 2ND, 

CHUNG SHANG RD., 

CHUNG HO DIST. 

NEW TAIPEI CITY, TAIWAN 

Name: CARMEN CHAU 

Phone: 852 2806 7980 

Fax: 852 3929 1329 

Email: CARMENCHAU@LFSOURCING.COM 

TRADE 

PAYABLE 

 $4,396,271

7 NAMYANG 

INTERNATIONAL CO., LTD 

RM# 2601 , KOREA WORLD 

TRADE CENTER, 159-1, 

SAMSUNG-DONG, 

KANGNAM-GU 

SEOUL, KOREA 

Name: CARMEN CHAU 

Phone: 852 2806 7980 

Fax: 852 3929 1329 

Email: CARMENCHAU@LFSOURCING.COM 

TRADE 

PAYABLE 

 $3,481,791

8 GLORY INDUSTRIES LTD 

7/A, SHOLASHAHAR LIGHT 

INDUSTRIAL AREA, BAIZID 

BOSTAMI ROAD 

CHITTAGONG, 

BANGLADESH 

Name: CARMEN CHAU 

Phone: 852 2806 7980 

Fax: 852 3929 1329 

Email: CARMENCHAU@LFSOURCING.COM 

TRADE 

PAYABLE 

 $3,356,388

9 EASTMAN EXPORTS 

GLOBAL CLOTHING (P) LTD 

5/591, SRI LAKSHMI 

NAGAR, 

PITCHAMPALAYAM PUDUR 

TIRUPUR, TAMILNADU, 

INDIA 

Name: CARMEN CHAU 

Phone: 852 2806 7980 

Fax: 852 3929 1329 

Email: CARMENCHAU@LFSOURCING.COM 

TRADE 

PAYABLE 

 $3,245,404

10 PANWIN DESIGNS LIMITED 

CS 576, BANIARCHALA 

(BAGHER BAZAR), 

BABANIPUR, GAZIPUR 

SADAR, GAZIPUR. 

BANGLADESH 

Name: CARMEN CHAU 

Phone: 852 2806 7980 

Fax: 852 3929 1329 

Email: CARMENCHAU@LFSOURCING.COM 

TRADE 

PAYABLE 

 $2,795,435

11 LIM LINE APPAREL CO. 

LTD. 

844/60 SOI WATCHANNAI, 

NEW ROAD, 

BANGKLO,BANGKHOLAEM, 

BANGKOK, THAILAND 

Name: CARMEN CHAU 

Phone: 852 2806 7980 

Fax: 852 3929 1329 

Email: CARMENCHAU@LFSOURCING.COM 

TRADE 

PAYABLE 

 $2,564,223

12 YUMARK ENTERPRISES 

CORP. 

14 FL, 67, SEC 2, TUN HWA 

S.RD., TAIPEI, TW 

Name: CARMEN CHAU 

Phone: 852 2806 7980 

Fax: 852 3929 1329 

Email: CARMENCHAU@LFSOURCING.COM 

TRADE 

PAYABLE 

 $2,371,424

13 JUBILEETEX 

4/316 , KUMARASAMY 

NAGAR, 

PITCHAMPALAYAM PUDUR 

(PO),TIRUPUR, TAMIL 

NADU, INDIA 

Name: CARMEN CHAU 

Phone: 852 2806 7980 

Fax: 852 3929 1329 

Email: CARMENCHAU@LFSOURCING.COM 

TRADE 

PAYABLE 

 $2,347,736

14 J.K. KNIT COMPOSITE LTD 

HOLDING NO: 10/1, SHOP 

NO:, SOUTH DORIAPUR, 

SAVAR, DHAKA, 

BANGLADESH 

Name: CARMEN CHAU 

Phone: 852 2806 7980 

Fax: 852 3929 1329 

Email: CARMENCHAU@LFSOURCING.COM 

TRADE 

PAYABLE 

 $2,257,057

Case 17-32988-KLP Doc 1 Filed 06/11/17 Entered 06/11/17 23:30:53 Desc Main

 Document Page 7 of 19
Debtor _______________________ Case number (if known) ________ 

Official Form 204Chapter 11 or Chapter 9 Cases: List of Creditors Who Have the 20 Largest Unsecured Claims Page 2 

 

Name of Creditor and 

Complete Mailing 

Address, including ZIP 

Code 

Name, Telephone Number, and Email 

Address of Creditor Contact 

Nature of 

Claim 

(for example, 

trade debts, 

bank loans, 

professional 

services, and 

government 

contracts) 

Indicate if 

claim is 

Contingent, 

Unliquidated 

or Disputed 

Amount of Claim

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 

Deductio

n for 

Value of 

Collateral 

or Setoff 

Unsecured 

Claim 

15 PT UNI KYUNG SEUNG 

INTERNATIONAL 

JL. SUMATRA BLOK D 17 BI 

(KBN) CAKUNG, KEL. 

SUKAPURA, KEC 

CILINCING, JAKARTA, ID 

Name: CARMEN CHAU 

Phone: 852 2806 7980 

Fax: 852 3929 1329 

Email: CARMENCHAU@LFSOURCING.COM 

TRADE 

PAYABLE 

 $2,245,239

16 KG FASHION CO.,LTD. 

2F JUNG WOO B/D, 39-8 

SAUM SUNG-DONG, GANG 

NAM-GU, SEOUL, KOREA 

Name: CARMEN CHAU 

Phone: 852 2806 7980 

Fax: 852 3929 1329 

Email: CARMENCHAU@LFSOURCING.COM 

TRADE 

PAYABLE 

 $2,087,408

17 GENERAL LION FOOTWEAR 

(INTERNATIONAL) LTD 

UNIT 405, 4TH FLOOR, 

YICK TAI IND BLG, 650-652 

CASTLE PEAK RD, LAI CHI 

KOK, KOWLOON, HK 

Name: CARMEN CHAU 

Phone: 852 2806 7980 

Fax: 852 3929 1329 

Email: CARMENCHAU@LFSOURCING.COM 

TRADE 

PAYABLE 

 $1,941,174

18 PAN PACIFIC CO LTD. 

12, DIGITAL-RO 31-GIL, 

GURO-GU 

SEOUL, KOREA 

Name: CARMEN CHAU 

Phone: 852 2806 7980 

Fax: 852 3929 1329 

Email: CARMENCHAU@LFSOURCING.COM 

TRADE 

PAYABLE 

 $1,927,093

19 MAWNA FASHIONS LTD 

TEPIRBARI, SREEPUR, 

GAZIPUR, BANGLADESH 

Name: CARMEN CHAU 

Phone: 852 2806 7980 

Fax: 852 3929 1329 

Email: CARMENCHAU@LFSOURCING.COM 

TRADE 

PAYABLE 

 $1,820,629

20 CONCEPT KNITTING 

LIMITED 

TILARGATI, SATAISH 

BAZAR, TONGI, 

GAZIPUR.BANGLADESH 

Name: CARMEN CHAU 

Phone: 852 2806 7980 

Fax: 852 3929 1329 

Email: CARMENCHAU@LFSOURCING.COM 

TRADE 

PAYABLE 

 $1,819,454

21 TA TRADING CO., LTD 

194, DONGIL-RO, 

GWANGJIN-GU, SEOUL, 

KOREA 

Name: CARMEN CHAU 

Phone: 852 2806 7980 

Fax: 852 3929 1329 

Email: CARMENCHAU@LFSOURCING.COM 

TRADE 

PAYABLE 

 $1,809,522

22 PT. BINA BUSANA 

INTERNUSA 

JL INSPEKSI CAKUNG 

DRAIN KM2, JAKARTA 

UTARA, DKI JAKARTA, ID 

Name: CARMEN CHAU 

Phone: 852 2806 7980 

Fax: 852 3929 1329 

Email: CARMENCHAU@LFSOURCING.COM 

TRADE 

PAYABLE 

 $1,747,012

23 NAM PO FOOTWEAR LTD. 

UNIT 

NO.1501,15\F,PROSPERITY 

CENTER, 25 CHONG YIP 

STREET, KWUN 

TONG,KOWLOON, HONG 

KONG 

Name: CARMEN CHAU 

Phone: 852 2806 7980 

Fax: 852 3929 1329 

Email: CARMENCHAU@LFSOURCING.COM 

TRADE 

PAYABLE 

 $1,427,168

24 ORACLE AMERICA, INC. 

1001 SUNSET BLVD, ATTN: 

LEASE ADMINISTRATION, 

ROCKLIN, CA 95765 US 

Name:PHYLLIS SAVAGE 

Phone: 916-315-5845 

Fax: 650-506-7114 

Email: PHYLISS.SAVAGE@ORACLE.COM 

LEASE DISPUTED $1,259,548

Case 17-32988-KLP Doc 1 Filed 06/11/17 Entered 06/11/17 23:30:53 Desc Main

 Document Page 8 of 19
Debtor _______________________ Case number (if known) ________ 

Official Form 204Chapter 11 or Chapter 9 Cases: List of Creditors Who Have the 20 Largest Unsecured Claims Page 2 

 

Name of Creditor and 

Complete Mailing 

Address, including ZIP 

Code 

Name, Telephone Number, and Email 

Address of Creditor Contact 

Nature of 

Claim 

(for example, 

trade debts, 

bank loans, 

professional 

services, and 

government 

contracts) 

Indicate if 

claim is 

Contingent, 

Unliquidated 

or Disputed 

Amount of Claim

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 

Deductio

n for 

Value of 

Collateral 

or Setoff 

Unsecured 

Claim 

25 TONGXIANG COLAX 

INDUSTRIAL NO.3033,EAST 

HUAN CHENG ROAD, WU 

TONG INDUSTRIAL ZONE, 

TONG XIANG, ZHE JIANG, 

CHINA 

Name: CARMEN CHAU 

Phone: 852 2806 7980 

Fax: 852 3929 1329 

Email: CARMENCHAU@LFSOURCING.COM 

TRADE 

PAYABLE 

 $1,055,908

26 PT. MONDRIAN, JL KH 

HASYIM ASHARI NO 171 

BY PASS KLATEN, KLATEN, 

CENTRAL JAVA, INDONESIA 

Name: CARMEN CHAU 

Phone: 852 2806 7980 

Fax: 852 3929 1329 

Email: CARMENCHAU@LFSOURCING.COM 

TRADE 

PAYABLE 

 $1,034,330

27 ZHANGJIAGANG DONGDU 

TEXTILE, NO. 638 JINGANG 

DADAO, ZHANGJIAGANG, 

JIANGSU, CHINA 

Name: CARMEN CHAU 

Phone: 852 2806 7980 

Fax: 852 3929 1329 

Email: CARMENCHAU@LFSOURCING.COM 

TRADE 

PAYABLE 

 $975,486

28 PT. DAN LIRIS, KELURAHAN 

BANARAN , KECAMATAN 

GROGOL, CEMANI, 

SUKOHARJO, CENTRAL 

JAVA, INDONESIA 

Name: CARMEN CHAU 

Phone: 852 2806 7980 

Fax: 852 3929 1329 

Email: CARMENCHAU@LFSOURCING.COM 

TRADE 

PAYABLE 

 $919,867

29 GLIDER CO. LTD., 4F, 222, 

SEC.2, JIN-SHAN S. ROAD, 

TAIPEI, TAIWAN 

Name: CARMEN CHAU 

Phone: 852 2806 7980 

Fax: 852 3929 1329 

Email: CARMENCHAU@LFSOURCING.COM 

TRADE 

PAYABLE 

 $911,034

30 COGNIZANT TECHNOLOGY 

SOLUTIONS 

211 QUALITY CIRCLE 

COLLEGE STATION, TX 

77845 

Name: NARAYANI VENKATESH-DIXIT

Phone: 925-523-8292 

Fax: 979 691 7750 

Email: NARAYANI.VENKATESHDIXIT@COGNIZANT.COM 

TRADE 

PAYABLE 

 $901,727

31 HANSAE CO., LTD. 

(YEOUIDO-DONG, 5F), 29, 

EUNHAENG-RO, 

YEONGDEUNGPO-GU, 

SEOUL, KOREA 

Name: CARMEN CHAU 

Phone: 852 2806 7980 

Fax: 852 3929 1329 

Email: CARMENCHAU@LFSOURCING.COM 

TRADE 

PAYABLE 

 $870,178

32 VIJAY GARMENTS LIMITED, 

PLOT NO D-3(2), MEPZSEZ, TAMBARAM, 

CHENNAI, TAMIL NADU 

INDIA 

Name: CARMEN CHAU 

Phone: 852 2806 7980 

Fax: 852 3929 1329 

Email: CARMENCHAU@LFSOURCING.COM 

TRADE 

PAYABLE 

 $861,183

33 SPRINGFIELD GARMENT 

CO. LTD., 33 SOI 

PHETKASAME 33/1 

PHETKASAME ROAD, 

BANG-WHUA, 

PHASYCHAREON, 

BANGKOK, THALIAND 

Name: CARMEN CHAU 

Phone: 852 2806 7980 

Fax: 852 3929 1329 

Email: CARMENCHAU@LFSOURCING.COM 

TRADE 

PAYABLE 

 $812,816

34 TOOKU TRADING CORP 

LTD. (GMI) 

UNIT 1305,13/F, 

PROSPERITY PLACE 6 

SHING YIP STREET, KWUN 

TONG KOWLOON, HONG 

KONG 

Name: CARMEN CHAU 

Phone: 852 2806 7980 

Fax: 852 3929 1329 

Email: CARMENCHAU@LFSOURCING.COM 

TRADE 

PAYABLE 

 $754,284

Case 17-32988-KLP Doc 1 Filed 06/11/17 Entered 06/11/17 23:30:53 Desc Main

 Document Page 9 of 19
Debtor _______________________ Case number (if known) ________ 

Official Form 204Chapter 11 or Chapter 9 Cases: List of Creditors Who Have the 20 Largest Unsecured Claims Page 2 

 

Name of Creditor and 

Complete Mailing 

Address, including ZIP 

Code 

Name, Telephone Number, and Email 

Address of Creditor Contact 

Nature of 

Claim 

(for example, 

trade debts, 

bank loans, 

professional 

services, and 

government 

contracts) 

Indicate if 

claim is 

Contingent, 

Unliquidated 

or Disputed 

Amount of Claim

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 

Deductio

n for 

Value of 

Collateral 

or Setoff 

Unsecured 

Claim 

35 SUNTEX GARMENTS 

LIMITED, 45/F, HUALI 

INTERNATIONAL 

BUILDING, NO.67, 

ZHUJIANG ROAD, 

NANJING, JIANGSU, CHINA 

Name: CARMEN CHAU 

Phone: 852 2806 7980 

Fax: 852 3929 1329 

Email: CARMENCHAU@LFSOURCING.COM 

TRADE 

PAYABLE 

 $747,340

36 SHINWON CORPORATION 

SHINWON BLDG, 328 

DONGMAK-RO, MAPO-GU, 

SEOUL, KOREA 

Name: CARMEN CHAU 

Phone: 852 2806 7980 

Fax: 852 3929 1329 

Email: CARMENCHAU@LFSOURCING.COM 

TRADE 

PAYABLE 

 $713,534

37 PRO-HOT ENTERPRISE CO., 

LTD., 4FL., NO.12, LANE 

181, SEC. 2, JUI ZONG 

ROAD, NEI HU DISTRICT, 

TAIPEI CITY, TAIWAN 

Name: CARMEN CHAU 

Phone: 852 2806 7980 

Fax: 852 3929 1329 

Email: CARMENCHAU@LFSOURCING.COM 

TRADE 

PAYABLE 

 $691,257

38 PEARL GLOBAL (HK) 

LIMITED, UNIT 801-3, 8/F, 

9 WING KONG STREET, 

CHEUNG SHA WAN, 

KOWLOON, HONG KONG 

Name: CARMEN CHAU 

Phone: 852 2806 7980 

Fax: 852 3929 1329 

Email: CARMENCHAU@LFSOURCING.COM 

TRADE 

PAYABLE 

 $682,453

39 WINGA GARMENT 

FACTORY, UNIT 23-28A 

11/FL., PROFIT INDUSTRIAL 

BUILDING, 1-15 KWAI 

FUNG CRESCENT, NEW 

TERRITORIES, HONG KONG 

Name: CARMEN CHAU 

Phone: 852 2806 7980 

Fax: 852 3929 1329 

Email: CARMENCHAU@LFSOURCING.COM 

TRADE 

PAYABLE 

 $665,340

40 LI & FUNG 

7/F HK SPINNERS 

INDUSTRIAL BUILDING, 

PHASES I & II 

800 CHEUNG SHA WAN 

ROAD, KOWLOON, HONG 

KONG 

Name: CARMEN CHAU 

Phone: 852 2806 7980 

Fax: 852 3929 1329 

Email: CARMENCHAU@LFSOURCING.COM 

TRADE 

PAYABLE 

 $642,732

41 SHARTEX INTERNATIONAL 

TRADING 

10F,BLOCK A, 688 DALIAN 

ROAD, SHANGHAI, CHINA 

Name: CARMEN CHAU 

Phone: 852 2806 7980 

Fax: 852 3929 1329 

Email: CARMENCHAU@LFSOURCING.COM 

TRADE 

PAYABLE 

 $609,025

42 CAPITAL SHOES FACTORY 

ROOM 2704, 27/FLOOR, 

AITKEN VANSON CENTRE, 

61 HOI YUEN ROAD, 

KWUN TONG, KOWLOON, 

HONG KONG 

Name: CARMEN CHAU 

Phone: 852 2806 7980 

Fax: 852 3929 1329 

Email: CARMENCHAU@LFSOURCING.COM 

TRADE 

PAYABLE 

 $587,955

43 XIAMEN WELLEAST CO., 

LTD 29F, LIXIN PLAZA, 

NO.90 HUBIN SOUTH 

ROAD, XIAMEN, FUJIAN, 

CHINA 

Name: CARMEN CHAU 

Phone: 852 2806 7980 

Fax: 852 3929 1329 

Email: CARMENCHAU@LFSOURCING.COM 

TRADE 

PAYABLE 

 $568,767

44 WORLDMAX GARMENT 

LIMITED, 7/F., TRUST 

CENTER , 912-914 CHEUNG 

SHA WAN ROAD, 

KOWLOON, HONG KONG 

Name: CARMEN CHAU 

Phone: 852 2806 7980 

Fax: 852 3929 1329 

Email: CARMENCHAU@LFSOURCING.COM 

TRADE 

PAYABLE 

 $566,727

Case 17-32988-KLP Doc 1 Filed 06/11/17 Entered 06/11/17 23:30:53 Desc Main

 Document Page 10 of 19
Debtor _______________________ Case number (if known) ________ 

Official Form 204Chapter 11 or Chapter 9 Cases: List of Creditors Who Have the 20 Largest Unsecured Claims Page 2 

 

Name of Creditor and 

Complete Mailing 

Address, including ZIP 

Code 

Name, Telephone Number, and Email 

Address of Creditor Contact 

Nature of 

Claim 

(for example, 

trade debts, 

bank loans, 

professional 

services, and 

government 

contracts) 

Indicate if 

claim is 

Contingent, 

Unliquidated 

or Disputed 

Amount of Claim

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 

Deductio

n for 

Value of 

Collateral 

or Setoff 

Unsecured 

Claim 

45 TOP RISE GARMENT 

FACTORY (O/B TOP RISE 

INDUSTRIAL CO., LTD.) 

FLAT A & B, 8/F., LUCKY 

FACTORY BUILDING, 63-65 

HUNG TO ROAD, KWUN 

TONG, KOWLOON, HK 

Name: CARMEN CHAU 

Phone: 852 2806 7980 

Fax: 852 3929 1329 

Email: CARMENCHAU@LFSOURCING.COM 

TRADE 

PAYABLE 

 $540,907

46 SEYANG CORPORATION 

2F SEYANG B/D, 424-6 

DOGOK-DONG, 

GANGNAM-GU, SEOUL, 

KOREA 

Name: CARMEN CHAU 

Phone: 852 2806 7980 

Fax: 852 3929 1329 

Email: CARMENCHAU@LFSOURCING.COM 

TRADE 

PAYABLE 

 $511,277

47 FULKI ENTERPRISE CO. 

LTD. 

1F., NO.671-673, SEC. 1, 

YUANJI RD, SHETOU 

SHIANG, CHANGHUA 

COUNTY, TAIWAN 

Name: CARMEN CHAU 

Phone: 852 2806 7980 

Fax: 852 3929 1329 

Email: CARMENCHAU@LFSOURCING.COM 

TRADE 

PAYABLE 

 $510,855

48 RADAR TOP LTD., FLAT C9. 

BLK C.3/F.,HONG KONG 

IND.CTR.,489-491 CASTLE 

PEAK 

ROAD,KOWLOON,HONG 

KONG. 

Name: CARMEN CHAU 

Phone: 852 2806 7980 

Fax: 852 3929 1329 

Email: CARMENCHAU@LFSOURCING.COM 

TRADE 

PAYABLE 

 $473,317

49 SONIA AND SWEATERS 

LTD. 

604, KONDOLBAGH, 

TAIBPUR, ASHULIA ROAD 

SAVAR,DHAKA, 

BANGLADESH 

Name: CARMEN CHAU 

Phone: 852 2806 7980 

Fax: 852 3929 1329 

Email: CARMENCHAU@LFSOURCING.COM 

TRADE 

PAYABLE 

 $453,302

50 KANY FOOTWEAR CORP. 

NO 9 HAIJING ROAD, XIBIN 

JINJIANG, FUJIAN, 362200 

Name: CARMEN CHAU 

Phone: 852 2806 7980 

Fax: 852 3929 1329 

Email: CARMENCHAU@LFSOURCING.COM 

TRADE 

PAYABLE 

 $416,777

Case 17-32988-KLP Doc 1 Filed 06/11/17 Entered 06/11/17 23:30:53 Desc Main

 Document Page 11 of 19
 

IN THE UNITED STATES BANKRUPTCY COURT 

FOR THE EASTERN DISTRICT OF VIRGINIA 

RICHMOND DIVISION 

 ) 

In re: ) Chapter 11 

 ) 

GYM-MARK, INC., ) Case No. 17-______ (___) 

 ) 

 Debtor. ) 

 ) 

LIST OF EQUITY SECURITY HOLDERS1

Equity Holders 

(Type of Holding) 

Address of Equity Holder Class / 

Kind of Interest 

Percentage of 

Equity Held 

The Gymboree Corporation 

(Direct Holder) 

71 Stevenson Street, Suite 2200 

San Francisco, California 94105 Common Stock2

 100% 

Giraffe Intermediate B, Inc. 

(Indirect Holder) 

71 Stevenson Street, Suite 2200 

San Francisco, California 94105 Common Stock 100% 

Giraffe Intermediate A, Inc. 

(Indirect Holder) 

71 Stevenson Street, Suite 2200 

San Francisco, California 94105 Common Stock 100% 

Giraffe Holding, Inc. 

(Indirect Holder) 

71 Stevenson Street, Suite 2200 

San Francisco, California 94105 Common Stock 100% 

Gymboree Investment 

Holdings, LLC (Indirect Holder) 

71 Stevenson Street, Suite 2200 

San Francisco, California 94105 Common Stock3 99.67% 

Gymboree Holding, Ltd. 

(Indirect Holder) 

71 Stevenson Street, Suite 2200 

San Francisco, California 94105 Common Stock 99.67% 

Bain Capital Fund X, L.P. 

(Indirect Holder) 

John Hancock Tower 

200 Clarendon Street 

Boston, Massachusetts 02116 

Common Stock 95.396%4

 

1

 This list serves as the disclosure required to be made by the debtor pursuant to rule 1007 of the Federal Rules of 

Bankruptcy Procedure. All equity positions listed are as of the date of commencement of the chapter 11 case. 

2

 Gym-Mark, Inc. has only one class of common voting stock. 

3

 Gymboree Investment Holdings, LLC holds its interest in Gym-Mark, Inc. indirectly through its holdings in two 

classes of common stock (Classes A and L) issued by Giraffe Holding, Inc. 

4 Bain Capital Fund X, L.P., indirectly through its holdings in three classes of common shares (Classes A, C, and 

L) of Gymboree Holding, Ltd., and then through Gymboree Investment Holdings, LLC, Giraffe Holding, Inc., 

Giraffe Intermediate A, Inc., Giraffe Intermediate B, Inc., and The Gymboree Corporation, holds 95.396% of the 

common stock of Gym-Mark, Inc. 

Case 17-32988-KLP Doc 1 Filed 06/11/17 Entered 06/11/17 23:30:53 Desc Main

 Document Page 12 of 19
 

IN THE UNITED STATES BANKRUPTCY COURT 

FOR THE EASTERN DISTRICT OF VIRGINIA 

RICHMOND DIVISION 

 ) 

In re: ) Chapter 11 

 ) 

GYM-MARK, INC., ) Case No. 17-______ (___) 

 ) 

 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 

The Gymboree Corporation (Direct Holder) 100% 

Giraffe Intermediate B, Inc. (Indirect Holder) 100% 

Giraffe Intermediate A, Inc. (Indirect Holder) 100% 

Giraffe Holding, Inc. (Indirect Holder) 100% 

Gymboree Investment Holdings, LLC (Indirect Holder) 99.67% 

Gymboree Holding, Ltd. (Indirect Holder) 99.67% 

Bain Capital Fund X, L.P. (Indirect Holder) 95.396% 

Case 17-32988-KLP Doc 1 Filed 06/11/17 Entered 06/11/17 23:30:53 Desc Main

 Document Page 13 of 19
Fill in this information to identify the case and this filing: 

Debtor Name Gym-Mark, Inc. 

 

United States Bankruptcy Court for the: Eastern District of Virginia 

 (State) 

Case number (If known): 

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: 

☐ Schedule A/B: Assets-Real and Personal Property (Official Form 206A/B) 

☐ Schedule D: Creditors Who Have Claims Secured by Property (Official Form 206D) 

☐ Schedule E/F: Creditors Who Have Unsecured Claims (Official Form 206E/F) 

☐ Schedule G: Executory Contracts and Unexpired Leases (Official Form 206G) 

☐ Schedule H: Codebtors (Official Form 206H) 

☐ Summary of Assets and Liabilities for Non-Individuals (Official Form 206Sum) 

☐ Amended Schedule

☒ Chapter 11 or Chapter 9 Cases: List of Creditors Who Have the 50 Largest Unsecured Claims and Are Not 

Insiders (Official Form 204) 

☒ Other document that requires a declaration List of Equity Security Holders, Corporate Ownership 

Statement 

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

Executed on 

6/11/2017 

/s/ James A. Mesterharm

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

 James A. Mesterharm 

 Printed name 

 Authorized Signatory 

 Position or relationship to debtor 

Official Form 202 Declaration Under Penalty of Perjury for Non-Individual Debtors 

Case 17-32988-KLP Doc 1 Filed 06/11/17 Entered 06/11/17 23:30:53 Desc Main

 Document Page 14 of 19
KE 46747673.9 

Gymboree Retail Stores, Inc. 

Gymboree Manufacturing, Inc. 

Gymboree Operations, Inc. 

Gym-Mark, Inc. 

S.C.C. Wholesale, Inc. 

Unanimous Written Consent of Directors 

Dated as of June 11, 2017 

The undersigned hereby represents that the Boards of Directors (collectively, the “Boards”) of 

Gymboree Retail Stores, Inc., a California corporation, Gymboree Manufacturing, Inc., a 

California corporation, Gymboree Operations, Inc., a California corporation, Gym-Mark, Inc., a 

California corporation, and S.C.C. Wholesale, Inc., a California corporation (each, a 

“Company”) HEREBY CONSENT to the taking of the following actions and HEREBY 

ADOPT the following resolutions by unanimous written consent (this “Written Consent”), 

pursuant to applicable law. 

Chapter 11 Filing

WHEREAS, each Board has considered presentations by the management and the 

financial and legal advisors of each Company regarding the liabilities and liquidity 

situation of each Company, the strategic alternatives available to it, and the effect of the 

foregoing on each Company’s business; and 

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

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

alternatives available to each Company. 

NOW, THEREFORE, BE IT, 

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

of each Company (including a consideration of its creditors and other parties in interest) 

that each Company shall be, and hereby is, authorized to file, or cause to be filed, a 

voluntary petition for relief (each, a “Chapter 11 Case”) under the provisions of 

chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) in a court of 

proper jurisdiction (the “Bankruptcy Court”) and any other petition for relief or 

recognition or other order that may be desirable under applicable law in the United 

States; and 

RESOLVED, that any officers of each Company (collectively, the “Authorized 

Signatories”), acting alone or with one or more other Authorized Signatories be, and they 

hereby are, authorized, empowered and directed to execute and file on behalf of each 

Company all petitions, schedules, lists and other motions, papers, or documents, and to 

take any and all action that they deem necessary or proper to obtain such relief, including, 

without limitation, any action necessary to maintain the ordinary course operation of each 

Company’s business. 

Case 17-32988-KLP Doc 1 Filed 06/11/17 Entered 06/11/17 23:30:53 Desc Main

 Document Page 15 of 19
KE 46747673.9 

Retention of Professionals

RESOLVED, that each of the Authorized Signatories be, and they hereby are, authorized 

and directed to employ the law firm of Kirkland & Ellis LLP and Kirkland & Ellis 

International LLP (together, “Kirkland”) as general bankruptcy counsel to represent and 

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

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

any motions, objections, replies, applications or pleadings; and in connection therewith, 

each of the Authorized Signatories, with power of delegation, is hereby authorized and 

directed to execute appropriate retention agreements, pay appropriate retainers, and to 

cause to be filed an appropriate application for authority to retain the services of 

Kirkland. 

RESOLVED, that each of the Authorized Signatories be, and they hereby are, authorized 

and directed to employ the law firm of Kutak Rock LLP (“Kutak”) as local bankruptcy 

counsel 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, including filing any motions, objections, replies, applications or pleadings; 

and in connection therewith, each of the Authorized Signatories, with power of 

delegation, is hereby authorized and directed to execute appropriate retention agreements, 

pay appropriate retainers, and to cause to be filed an appropriate application for authority 

to retain the services of Kutak. 

RESOLVED, that each of the Authorized Signatories be, and they hereby are, authorized 

and directed to employ the law firm of Munger, Tolles & Olson LLP (“Munger”) as 

counsel in connection with the matters delegated to that certain Special Committee of the 

Board of The Gymboree Corporation, established on May 18, 2017; and in connection 

therewith, each of the Authorized Signatories, with power of delegation, is hereby 

authorized and directed to execute appropriate retention agreements, pay appropriate 

retainers, and to cause to be filed an appropriate application for authority to retain the 

services of Munger. 

RESOLVED, that each of the Authorized Signatories be, and they hereby are, authorized 

and directed to employ the firm Lazard Frères & Co. LLC as investment banker to, 

among other things, assist each Company in evaluating its business and prospects, 

developing a long-term business plan, developing financial data for evaluation by the 

Member, creditors, or other third parties, as requested by each Company, evaluating each 

Company’s capital structure, responding to issues related to each Company’s financial 

liquidity, and in any sale, reorganization, business combination, or similar disposition of 

each Company’s assets; and in connection therewith, each of the Authorized Signatories, 

with power of delegation, is hereby authorized and directed to execute appropriate 

retention agreements, pay appropriate retainers, and to cause to be filed an appropriate 

application for authority to retain the services of Lazard Frères & Co. LLC 

RESOLVED, that each of the Authorized Signatories be, and they hereby are, authorized 

and directed to employ the firm AlixPartners, LLP, as restructuring advisor, and to 

appoint James A. Mesterharm as Chief Restructuring Officer of each Company to 

Case 17-32988-KLP Doc 1 Filed 06/11/17 Entered 06/11/17 23:30:53 Desc Main

 Document Page 16 of 19
KE 46747673.9 

represent and assist each Company in carrying out their duties under the Bankruptcy 

Code, and Liyuan Woo as interim Chief Financial Officer of each Company, and to take 

any and all actions to advance each Company’s rights and obligations; and in connection 

therewith, each of the Authorized Signatories, with power of delegation, is hereby 

authorized and directed to execute appropriate retention agreements, pay appropriate 

retainers, and to cause to be filed an appropriate application for authority to retain the 

services of AlixPartners, LLP and to appoint James A. Mesterharm as Chief 

Restructuring Officer of each Company and Liyan Woo as interim Chief Financial 

Officer of each Company. 

RESOLVED, that each of the Authorized Signatories be, and they hereby are, authorized 

and directed to employ the firm of Prime Clerk LLC as notice and claims agent to 

represent and assist each Company in carrying out its duties under the Bankruptcy Code, 

and to take any and all actions to advance each Company’s rights and obligations; and in 

connection therewith, each of the Authorized Signatories, with power of delegation, is 

hereby authorized and directed to execute appropriate retention agreements, pay 

appropriate retainers, and to cause to be filed appropriate applications for authority to 

retain the services of Prime Clerk LLC. 

RESOLVED, that each of the Authorized Signatories be, and they hereby are, authorized 

and directed to employ the firm of A&G Realty Partners, LLC as real estate consultant to 

represent and assist each Company in carrying out its duties under the Bankruptcy Code, 

and to take any and all actions to advance each Company’s rights and obligations; and in 

connection therewith, each of the Authorized Signatories, with power of delegation, is 

hereby authorized and directed to execute appropriate retention agreements, pay 

appropriate retainers, and to cause to be filed appropriate applications for authority to 

retain the services of A&G Realty Partners, LLC. 

RESOLVED, that each of the Authorized Signatories be, and they hereby are, authorized 

and directed to employ any other professionals to assist each Company in carrying out its 

duties under the Bankruptcy Code; and in connection therewith, each of the Authorized 

Signatories, with power of delegation, is hereby authorized and directed to execute 

appropriate retention agreements, pay appropriate retainers and fees, and to cause to be 

filed an appropriate application for authority to retain the services of any other 

professionals as necessary. 

RESOLVED, that each of the Authorized Signatories be, and they hereby are, with power 

of delegation, authorized, empowered and directed to execute and file all petitions, 

schedules, motions, lists, applications, pleadings, and other papers and, in connection 

therewith, to employ and retain all assistance by legal counsel, accountants, financial 

advisors, and other professionals and to take and perform any and all further acts and 

deeds that each of the Authorized Signatories deem necessary, proper, or desirable in 

connection with each Company’s Chapter 11 Case, with a view to the successful 

prosecution of such case. 

Case 17-32988-KLP Doc 1 Filed 06/11/17 Entered 06/11/17 23:30:53 Desc Main

 Document Page 17 of 19
KE 46747673.9 

General

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

Authorized Signatories, each of the Authorized Signatories (and their designees and 

delegates) be, and they hereby are, authorized and empowered, in the name of and on 

behalf of each Company, to take or cause to be taken any and all such other and further 

action, and to execute, acknowledge, deliver and file any and all such agreements, 

certificates, instruments and other documents and to pay all expenses, including but not 

limited to filing fees, in each case as in such director’s judgment, shall be necessary, 

advisable or desirable in order to fully carry out the intent and accomplish the purposes of 

the resolutions adopted herein. 

RESOLVED, that all members of each Board have received sufficient notice of the 

actions and transactions relating to the matters contemplated by the foregoing resolutions, 

as may be required by the organizational documents of each Company, or hereby waive 

any right to have received such notice. 

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 each Company, which 

acts would have been approved by the foregoing resolutions except that such acts were 

taken before the adoption of these resolutions, are hereby in all respects approved and 

ratified as the true acts and deeds of each Company with the same force and effect as if 

each such act, transaction, agreement or certificate has been specifically authorized in 

advance by resolution of each Board. 

RESOLVED, that each of the Authorized Signatories (and their designees and delegates) 

be, and hereby is, authorized and empowered to take all actions or to not take any action 

in the name of each Company with respect to the transactions contemplated by these 

resolutions hereunder, as such Authorized Signatory shall deem necessary or desirable in 

such Authorized Signatory’s reasonable business judgment as may be necessary or 

convenient to effectuate the purposes of the transactions contemplated herein. 

Case 17-32988-KLP Doc 1 Filed 06/11/17 Entered 06/11/17 23:30:53 Desc Main

 Document Page 18 of 19
Case 17-32988-KLP Doc 1 Filed 06/11/17 Entered 06/11/17 23:30:53 Desc Main

 Document Page 19 of 19