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Dennis F. Dunne, Esq. (admitted pro hac vice) Michael A. Condyles, Esq. (VA 27807)

Evan R. Fleck, Esq. (admitted pro hac vice) Peter J. Barrett, Esq. (VA 46179)

Michael W. Price, Esq. (admitted pro hac vice)

MILBANK LLP

Jeremy S. Williams, Esq. (VA 77469)

Brian H. Richardson, Esq. (VA 92477)

55 Hudson Yards KUTAK ROCK LLP

New York, New York 10001 901 East Byrd Street, Suite 1000

Telephone: (212) 530-5000 Richmond, Virginia 23219-4071

Facsimile: (212) 530-5219 Telephone: (804) 644-1700

Facsimile: (804) 783-6192

Co-Counsel for Debtors in Possession

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE EASTERN DISTRICT OF VIRGINIA

RICHMOND DIVISION

)

In re: ) Chapter 11

)

GYMBOREE GROUP, INC., et al.,

1

) Case No. 19-30258 (KLP)]

)

Debtors. ) (Jointly Administered)

)

DECLARATION OF DISINTERESTEDNESS OF

PROPOSED ORDINARY COURSE PROFESSIONAL

I, Barbara Antonucci, declare under penalty of perjury:

1. I am a partner at Constangy, Brooks, Smith & Prophete LLP located at 351

California Street, Second Floor, San Francisco, California 94104 (the “Firm”).

2. The above-captioned debtors in possession (the “Debtors”), have requested that the

Firm provide labor and employment advice services to the Debtors, and the Firm has consented to

provide such services.

1 The Debtors in these cases, along with the last four digits of each Debtor’s federal tax identification number, are:

Gymboree Group, Inc. (6587); Gymboree Intermediate Corporation (1473); Gymboree Holding Corporation

(0315); Gymboree Wholesale, Inc. (6588); Gym-Mark, Inc. (6459); Gymboree Operations, Inc. (6463);

Gymboree Distribution, Inc. (8669); Gymboree Manufacturing, Inc. (6464); Gymboree Retail Stores, LLC

(6461); Gym-Card, LLC (5720); and Gymboree Island, LLC (1215). The Debtors’ service address is 71

Stevenson Street, Suite 2200, San Francisco, California 94105.

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3. Neither I nor any principal, partner, director, officer, [etc.] of the Firm, insofar as I

have been able to ascertain, holds or represents any interest adverse to the Debtors or their estates

with respect to the matter(s) upon which the Firm is to be employed.

4. As part of its customary practice, the Firm is retained in cases, proceedings, and

transactions involving many different parties. Thus, the Firm may have performed services in the

past, may currently perform services, and may perform services in the future to persons that are or

may be parties in interest in these chapter 11 cases or are employed by such parties in interest. The

Firm, however, does not and will not perform services for any such person in connection with or

related to these cases.

5. Neither I nor any principal, partner, director, officer, [etc.] of, or professional

employed by, the Firm has agreed to share or will share any portion of the compensation to be

received from the Debtors with any other person other than the principal and regular employees of

the Firm.

6. The Debtors owe the Firm $0 for prepetition services, the payment of which is

subject to limitations contained in title 11 of the United States Code.]

7. As of January 16, 2019, the date on which the Debtors commenced these cases, the

Firm was not party to an agreement for indemnification with the Debtors. [A copy of such

agreement is attached as Exhibit 1 to this Declaration.]

8. The Firm is conducting further inquiries regarding its retention by any creditors of

the Debtors, and upon conclusion of that inquiry, or at any time during the period of its

employment, if the Firm should discover any facts bearing on the matters described herein, the

Firm will supplement the information contained in this Declaration.

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

and correct to the best of my knowledge and belief.

Dated: March 4, 2019 Respectfully submitted,

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