Steven N. Serajeddini, P.C. (admitted pro hac vice) Michael A. Condyles (VA 27807)

KIRKLAND & ELLIS LLP Peter J. Barrett (VA 46179)

KIRKLAND & ELLIS INTERNATIONAL LLP Jeremy S. Williams (VA 77469)

601 Lexington Avenue Brian H. Richardson (VA 92477)

New York, New York 10022 KUTAK ROCK LLP

Telephone: (212) 446-4800 901 East Byrd Street, Suite 1000

Facsimile: (212) 446-4900 Richmond, Virginia 23219-4071

Telephone: (804) 644-1700

-and- Facsimile: (804) 783-6192

David L. Eaton (admitted pro hac vice)

Jaimie Fedell (admitted pro hac vice)

KIRKLAND & ELLIS LLP

KIRKLAND & ELLIS INTERNATIONAL LLP

300 North La Salle Street

Chicago, Illinois 60654

Telephone: (312) 862-2000

Facsimile: (312) 862-2200

Proposed Co-Counsel to the Debtors and Debtors in Possession

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE EASTERN DISTRICT OF VIRGINIA

RICHMOND DIVISION

)

In re: ) Chapter 11

)

LE TOTE, INC., et al.,1 ) Case No. 20-33332 (KLP)

)

Debtors. ) (Jointly Administered)

)

DEBTORS’ APPLICATION FOR

ENTRY OF AN ORDER AUTHORIZING THE

RETENTION AND EMPLOYMENT OF KIRKLAND & ELLIS LLP AND

KIRKLAND & ELLIS INTERNATIONAL LLP AS ATTORNEYS FOR THE

DEBTORS AND DEBTORS IN POSSESSION EFFECTIVE AS OF AUGUST 2, 2020

The above-captioned debtors and debtors in possession (collectively, the “Debtors”) file 

this application (the “Application”) for the entry of an order (the “Order”), substantially in the 

form attached hereto as Exhibit A, authorizing the Debtors to retain and employ Kirkland & Ellis 

 1 A complete list of each of the Debtors in these chapter 11 cases may be obtained on the website of the Debtors’ 

claims and noticing agent at http://cases.stretto.com/LeTote. The location of the Debtors’ service address is 

250 Vesey Street, 22nd Floor, New York, New York 10281.

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LLP and Kirkland & Ellis International LLP (collectively, “Kirkland”) as their attorneys effective 

as of the Petition Date (as defined herein). In support of this Application, the Debtors submit the 

declaration of Steven N. Serajeddini, the president of Steven N. Serajeddini, P.C., a partner of 

Kirkland & Ellis LLP, and a partner of Kirkland & Ellis International LLP, (the “Serajeddini

Declaration”), which is attached hereto as Exhibit B and the declaration of Michael O. van den 

Berg, the General Counsel of Le Tote, Inc., which is attached hereto as Exhibit C (the “van den 

Berg Declaration”). In further support of this Application, the Debtors respectfully state as 

follows.

Jurisdiction and Venue

1. The United States Bankruptcy Court for the Eastern District of Virginia 

(the “Court”) has jurisdiction over this matter pursuant to 28 U.S.C. §§ 157 and 1334 and the 

Standing Order of Reference from the United States District Court for the Eastern District of 

Virginia, dated July 13, 1984. The Debtors confirm their consent, pursuant to Rule 7008 of the 

Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), to the entry of a final order by 

the Court in connection with this Application to the extent that it is later determined that the Court, 

absent consent of the parties, cannot enter final orders or judgments in connection herewith 

consistent with Article III of the United States Constitution.

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

3. The bases for the relief requested herein are sections 327(a) and 330 of title 11 of 

the United States Code, 11 U.S.C. §§ 101–1532 (the “BankruptcyCode”), Bankruptcy 

Rules 2014(a) and 2016, and rules 2014-1 and 2016-1 of the Local Bankruptcy Rules of the United 

States Bankruptcy Court for the Eastern District of Virginia (the “Local Bankruptcy Rules”).

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Background

4. On August 2, 2020 (the “Petition Date”), each of the Debtors filed a voluntary 

petition for relief under chapter 11 of the Bankruptcy Code. The Debtors are operating their 

business and managing their properties as debtors in possession pursuant to sections 1107(a) and 

1108 of the Bankruptcy Code. On August 3, 2020, the Court entered an order [Docket No. 72] 

authorizing the joint administration and procedural consolidation of the chapter 11 cases pursuant 

to Bankruptcy Rule 1015(b). On August 12, 2020, the United States Trustee for the Eastern 

District of Virginia (the “U.S. Trustee”) appointed an official committee of unsecured creditors 

pursuant to section 1102 of the Bankruptcy Code (the “Committee”) [Docket No. 117]. 

5. A description of the Debtors’ businesses, the reasons for commencing the chapter 11 

cases, and the relief sought from the Court to allow for a smooth transition into chapter 11 are set 

forth in the Declaration of Ed Kremer, Chief Restructuring Officer, of Le Tote, Inc., in Support of 

Chapter 11 Petitions and First Day Motions, filed on the Petition Date [Docket No. 15], 

incorporated herein by reference.

Relief Requested

6. By this Application, the Debtors seek entry of the Order authorizing the retention 

and employment of Kirkland as their attorneys in accordance with the terms and conditions set 

forth in that certain engagement letter between the Debtors and Kirkland effective as of 

March 24, 2020 (the “Engagement Letter”), a copy of which is attached hereto as Exhibit 1 to 

Exhibit A and incorporated herein by reference.

Kirkland’s Qualifications

7. The Debtors seek to retain Kirkland because of Kirkland’s recognized expertise and 

extensive experience and knowledge in the field of debtors’ protections, creditors’ rights, and 

business reorganizations under chapter 11 of the Bankruptcy Code.

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8. Kirkland has been actively involved in major chapter 11 cases and has represented

debtors in many cases, including, among others: In re Intelsat S.A., No. 20-32299 (KLP) (Bankr. 

E.D. Va. July 1, 2020); In re Pier 1 Imports, Inc., No. 20-30805 (KRH) (Bankr. E.D. Va. 

Mar. 18, 2020); In re Toys “R” Us, Inc., No. 17-34665 (KLP) (Bankr. E.D. Va. Sept. 18, 2017); 

and In re The Gymboree Corp., No. 17-32986 (KLP) (Bankr. E.D. Va. July 11, 2017).2

9. In preparing for its representation of the Debtors in these chapter 11 cases, Kirkland 

has become familiar with the Debtors’ businesses and many of the potential legal issues that may 

arise in the context of these chapter 11 cases. The Debtors believe that Kirkland is both 

well-qualified and uniquely able to represent the Debtors in these chapter 11 cases in an efficient 

and timely manner.

Services to be Provided

10. Subject to further order of the Court, and consistent with the Engagement Letter, 

the Debtors request the retention and employment of Kirkland to render the following legal 

services:

a. advising the Debtors with respect to their powers and duties as debtors in 

possession in the continued management and operation of their businesses 

and properties;

b. advising and consulting on the conduct of these chapter 11 cases, including 

all of the legal and administrative requirements of operating in chapter 11;

c. attending meetings and negotiating with representatives of creditors and 

other parties in interest;

d. taking all necessary actions to protect and preserve the Debtors’ estates, 

including prosecuting actions on the Debtors’ behalf, defending any action 

commenced against the Debtors, and representing the Debtors in 

negotiations concerning litigation in which the Debtors are involved, 

including objections to claims filed against the Debtors’ estates;

 2 Because of the voluminous nature of the orders cited in this Application, they are not attached to this Application. 

Copies of these orders are available upon request to Kirkland.

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e. preparing pleadings in connection with these chapter 11 cases, including 

motions, applications, answers, orders, reports, and papers necessary or 

otherwise beneficial to the administration of the Debtors’ estates;

f. representing the Debtors in connection with obtaining authority to continue 

using cash collateral and postpetition financing;

g. advising the Debtors in connection with any potential sale of assets;

h. appearing before the Court and any appellate courts to represent the interests 

of the Debtors’ estates; 

i. advising the Debtors regarding tax matters; 

j. taking any necessary action on behalf of the Debtors to negotiate, prepare, 

and obtain approval of a disclosure statement and confirmation of a chapter 

11 plan and all documents related thereto; and

k. performing all other necessary legal services for the Debtors in connection 

with the prosecution of these chapter 11 cases, including: (i) analyzing the

Debtors’ leases and contracts and the assumption and assignment or 

rejection thereof; (ii) analyzing the validity of liens against the Debtors; and 

(iii) advising the Debtors on corporate and litigation matters.

Professional Compensation

11. Kirkland intends to apply for compensation for professional services rendered on 

an hourly basis and reimbursement of expenses incurred in connection with these chapter 11 cases, 

subject to the Court’s approval and in compliance with applicable provisions of the Bankruptcy

Code, the Bankruptcy Rules, the Local Bankruptcy Rules, and any other applicable procedures 

and orders of the Court. The hourly rates and corresponding rate structure Kirkland will use in 

these chapter 11 cases are the same as the hourly rates and corresponding rate structure that 

Kirkland uses in other restructuring matters, as well as similar complex corporate, securities, and 

litigation matters whether in court or otherwise, regardless of whether a fee application is required. 

These rates and the rate structure reflect that such restructuring and other complex matters typically 

are national in scope and involve great complexity, high stakes, and severe time pressures.

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6

12. Kirkland operates in a national marketplace for legal services in which rates are 

driven by multiple factors relating to the individual lawyer, his or her area of specialization, the 

firm’s expertise, performance, and reputation, the nature of the work involved, and other factors. 

13. Kirkland’s current hourly rates for matters related to these chapter 11 cases range 

as follows:3

Billing Category4 U.S. Range

Partners $1,075-$1,845

Of Counsel $625-$1,845

Associates $610-$1,165

Paraprofessionals $245-$460

14. Kirkland’s hourly rates are set at a level designed to compensate Kirkland fairly for

the work of its attorneys and paraprofessionals and to cover fixed and routine expenses. Hourly 

rates vary with the experience and seniority of the individuals assigned. These hourly rates are 

subject to periodic adjustments to reflect economic and other conditions.5

 3 For professionals and paraprofessionals residing outside of the U.S., hourly rates are billed in the applicable 

currency. When billing a U.S. entity, such foreign rates are converted into U.S. dollars at the then applicable 

conversion rate. After converting these foreign rates into U.S. dollars, it is possible that certain rates may exceed 

the billing rates listed in the chart herein. While the rate ranges provided for in this Application may change if 

an individual leaves or joins Kirkland, if any such individual’s billing rate falls outside the ranges disclosed above, 

Kirkland does not intend to update the ranges for such circumstances.

4 Although Kirkland does not anticipate using contract attorneys during these chapter 11 cases, in the unlikely event 

that it becomes necessary to use contract attorneys, Kirkland will not charge a markup to the Debtors with respect 

to fees billed by such attorneys. Any contract attorneys or non-attorneys who are employed by the Debtors in 

connection with work performed by Kirkland will be subject to conflict checks and disclosures in accordance 

with the requirements of the Bankruptcy Code. 

5 For example, like many of its peer law firms, Kirkland typically increases the hourly billing rate of attorneys and 

paraprofessionals twice a year in the form of: (i) step increases historically awarded in the ordinary course on the 

basis of advancing seniority and promotion and (ii) periodic increases within each attorney’s and 

paraprofessional’s current level of seniority. The step increases do not constitute “rate increases” (as the term is 

used in the Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed 

Under 11 U.S.C. § 330 by Attorneys in Larger Chapter 11 Cases, effective November 1, 2013). As set forth in 

the Order, Kirkland will provide ten business-days’ notice to the Debtors, the U.S. Trustee, and the Committee 

before implementing any periodic increases, and shall file any such notice with the Court. 

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7

15. Kirkland represented the Debtors during the 12-month period before the 

Petition Date, using the hourly rates listed above and in the Serajeddini Declaration. Moreover, 

these hourly rates are consistent with the rates that Kirkland charges other comparable 

chapter 11 clients, regardless of the location of the chapter 11 case. 

16. The rate structure provided by Kirkland is appropriate and not significantly 

different from (a) the rates that Kirkland charges for other similar types of representations or 

(b) the rates that other comparable counsel would charge to do work substantially similar to the 

work Kirkland will perform in these chapter 11 cases.

17. It is Kirkland’s policy to charge its clients in all areas of practice for identifiable, 

non-overhead expenses incurred in connection with the client’s case that would not have been 

incurred except for representation of that particular client. It is also Kirkland’s policy to charge 

its clients only the amount actually incurred by Kirkland in connection with such items. Examples 

of such expenses include postage, overnight mail, courier delivery, transportation, overtime 

expenses, computer-assisted legal research, photocopying, airfare, meals, and lodging.

18. To ensure compliance with all applicable deadlines in these chapter 11 cases, from 

time to time Kirkland utilizes the services of overtime secretaries. Kirkland charges fees for these 

services pursuant to the Engagement Letter, which permits Kirkland to bill the Debtors for 

overtime secretarial charges that arise out of business necessity. In addition, Kirkland 

professionals also may charge their overtime meals and overtime transportation to the Debtors 

consistent with prepetition practices. 

19. Kirkland currently charges the Debtors $0.16 per page for standard duplication in 

its offices in the United States. Kirkland does not charge its clients for incoming facsimile 

transmissions. Kirkland has negotiated a discounted rate for Westlaw computer-assisted legal 

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8

research. Computer-assisted legal research is used whenever the researcher determines that using 

Westlaw is more cost effective than using traditional (non-computer assisted legal research) 

techniques.

Compensation Received by Kirkland from the Debtors

20. Per the terms of the Engagement Letter, on March 30, 2020, the Debtors paid 

$500,000 to Kirkland, which, as stated in the Engagement Letter, constituted an “advance payment 

retainer” as defined in Rule 1.15(c) of the Illinois Rules of Professional Conduct and Dowling v. 

Chicago Options Assoc., Inc., 875 N.E.2d 1012, 1018 (Ill. 2007). Subsequently, the Debtors paid 

to Kirkland additional advance payment retainer totaling approximately $3,014,536.32 in the 

aggregate. As stated in the Engagement Letter, any advance payment retainer is earned by 

Kirkland upon receipt, any advance payment retainer becomes the property of Kirkland upon 

receipt, the Debtors no longer have a property interest in any advance payment retainer upon 

Kirkland’s receipt, any advance payment retainer will be placed in Kirkland’s general account and 

will not be held in a client trust account, and the Debtors will not earn any interest on any advance 

payment retainer.6 A chart identifying the statements setting forth the professional services 

provided by Kirkland to the Debtors and the expenses incurred by Kirkland in connection 

therewith, as well as the advance payment retainer transferred by the Debtors to Kirkland, prior to 

the Petition Date is set forth in the Serajeddini Declaration.

21. Pursuant to Bankruptcy Rule 2016(b), Kirkland has neither shared nor agreed to 

share (a) any compensation it has received or may receive with another party or person, other than 

 6 The Engagement Letter permits Kirkland to retain any prepetition advance payment retainer held by Kirkland as 

of the Petition Date rather than applying such prepetition advance payment retainer to pay postpetition fees and 

expenses. In light of the facts and circumstances of these chapter 11 cases, Kirkland will retain any prepetition 

advance payment retainer held by Kirkland as of the Petition Date and will not apply any such amounts to 

postpetition fees and expenses. 

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9

with the partners, associates, and contract attorneys associated with Kirkland or (b) any 

compensation another person or party has received or may receive. 

22. As of the Petition Date, the Debtors did not owe Kirkland any amounts for legal 

services rendered before the Petition Date. Although certain expenses and fees may have been 

incurred but not yet applied to Kirkland’s advance payment retainer, the amount of Kirkland’s 

advance payment retainer always exceeded any amounts listed or to be listed on statements 

describing services rendered and expenses incurred (on a “rates times hours” and “dates of 

expenses incurred” basis) prior to the Petition Date.

Kirkland’s Disinterestedness

23. To the best of the Debtors’ knowledge and as disclosed herein and in the 

Serajeddini Declaration, (a) Kirkland is a “disinterested person” within the meaning of 

section 101(14) of the Bankruptcy Code, as required by section 327(a) of the Bankruptcy Code, 

and does not hold or represent an interest adverse to the Debtors’ estates and (b) Kirkland has no 

connection to the Debtors, their creditors, or other parties in interest, except as may be disclosed 

in the Serajeddini Declaration.

24. Kirkland will review its files periodically during the pendency of these 

chapter 11 cases to ensure that no conflicts or other disqualifying circumstances exist or arise. If 

any new relevant facts or relationships are discovered or arise, Kirkland will use reasonable efforts 

to identify such further developments and will promptly file a supplemental declaration, as 

required by Bankruptcy Rule 2014(a).

Supporting Authority 

25. The Debtors seek retention of Kirkland as their attorneys pursuant to section 327(a) 

of the Bankruptcy Code, which provides that a debtor, subject to Court approval:

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10

[M]ay employ one or more attorneys, accountants, appraisers, 

auctioneers, or other professional persons, that do not hold or 

represent an interest adverse to the estate, and that are disinterested 

persons, to represent or assist the [debtor] in carrying out the 

[debtor]’s duties under this title.

11 U.S.C. § 327(a).

26. Bankruptcy Rule 2014(a) requires that an application for retention include:

[S]pecific facts showing the necessity for the employment, the name 

of the [firm] to be employed, the reasons for the selection, the 

professional services to be rendered, any proposed arrangement for 

compensation, and, to the best of the applicant’s knowledge, all of 

the [firm’s] connections with the debtor, creditors, any other party 

in interest, their respective attorneys and accountants, the United 

States trustee, or any person employed in the office of the United 

States trustee.

Fed. R. Bankr. P. 2014.

27. The Debtors submit that for all the reasons stated above and in the 

Serajeddini Declaration, the retention and employment of Kirkland as counsel to the Debtors is 

warranted. Further, as stated in the Serajeddini Declaration, Kirkland is a “disinterested person”

within the meaning of section 101(14) of the Bankruptcy Code, as required by section 327(a) of 

the Bankruptcy Code, and does not hold or represent an interest adverse to the Debtors’ estates 

and has no connection to the Debtors, their creditors, or other parties in interest, except as may be 

disclosed in the Serajeddini Declaration.

Notice

28. The Debtors have provided notice of this Application to the following parties: 

(a) the U.S. Trustee, Attn: Kathryn R. Montgomery and Lynn A. Kohen; (b) proposed counsel to 

the Committee; (c) the agents under the Debtors’ prepetition secured facilities and counsel thereto; 

(d) counsel to HBC US Holdings LLC and HBC US Propco Holdings LLC; (e) the Internal 

Revenue Service; (f) the office of the attorneys general for the states in which the Debtors operate; 

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11

(g) the United States Attorney’s Office for the Eastern District of Virginia; (h) the Securities and 

Exchange Commission; (i) the National Association of Attorneys General; and (j) any party that 

has requested notice pursuant to Bankruptcy Rule 2002 (collectively, the “Notice Parties”). A 

copy of this Application is also available on the website of the Debtors’ notice and claims agent at 

https://cases.stretto.com/LeTote. In light of the nature of the relief requested, the Debtors submit 

that no other or further notice is required.

No Prior Request

29. No prior request for the relief sought in this Application has been made to this or 

any other court.

[Remainder of Page Intentionally Left Blank]

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WHEREFORE, the Debtors respectfully request that the Court enter the Order, substantially 

in the form attached hereto as Exhibit A, granting the relief requested herein and such other relief 

as is just and proper.

Dated: August 24, 2020 /s/ Michael O. van den Berg

Richmond, Virginia Michael O. van den Berg

Le Tote, Inc.

General Counsel

Dated: August 24, 2020

/s/ Jeremy S. Williams

KUTAK ROCK LLP KIRKLAND & ELLIS LLP

Michael A. Condyles (VA 27807) KIRKLAND & ELLIS INTERNATIONAL LLP

Peter J. Barrett (VA 46179) Steven N. Serajeddini, P.C. (admitted pro hac vice)

Jeremy S. Williams (VA 77469) 601 Lexington Avenue

Brian H. Richardson (VA 92477) New York, New York 10022

901 East Byrd Street, Suite 1000 Telephone: (212) 446-4800

Richmond, Virginia 23219-4071 Facsimile: (212) 446-4900

Telephone: (804) 644-1700 Email: steven.serajeddini@kirkland.com

Facsimile: (804) 783-6192

Email: Michael.Condyles@KutakRock.com -andPeter.Barrett@KutakRock.com

Jeremy.Williams@KutakRock.com KIRKLAND & ELLIS LLP

Brian.Richardson@KutakRock.com KIRKLAND & ELLIS INTERNATIONAL LLP

David L. Eaton (admitted pro hac vice)

Proposed Co-Counsel to the Debtors Jaimie Fedell (admitted pro hac vice)

and Debtors in Possession 300 North La Salle Street

Chicago, Illinois 60654

Telephone: (312) 862-2000

Facsimile: (312) 862-2200

Email: david.eaton@kirkland.com

jaimie.fedell@kirkland.com

Proposed Co-Counsel to the Debtors

and Debtors in Possession

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EXHIBIT A

Proposed Order

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Steven N. Serajeddini, P.C. (admitted pro hac vice) Michael A. Condyles (VA 27807)

KIRKLAND & ELLIS LLP Peter J. Barrett (VA 46179)

KIRKLAND & ELLIS INTERNATIONAL LLP Jeremy S. Williams (VA 77469)

601 Lexington Avenue Brian H. Richardson (VA 92477)

New York, New York 10022 KUTAK ROCK LLP

Telephone: (212) 446-4800 901 East Byrd Street, Suite 1000

Facsimile: (212) 446-4900 Richmond, Virginia 23219-4071

Telephone: (804) 644-1700

-and- Facsimile: (804) 783-6192

David L. Eaton (admitted pro hac vice)

Jaimie Fedell (admitted pro hac vice)

KIRKLAND & ELLIS LLP

KIRKLAND & ELLIS INTERNATIONAL LLP

300 North La Salle Street

Chicago, Illinois 60654

Telephone: (312) 862-2000

Facsimile: (312) 862-2200

Proposed Co-Counsel to the Debtors and Debtors in Possession

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE EASTERN DISTRICT OF VIRGINIA

RICHMOND DIVISION

)

In re: ) Chapter 11

)

LE TOTE, INC., et al.,1 ) Case No. 20-33332 (KLP)

)

Debtors. ) (Jointly Administered)

)

ORDER AUTHORIZING THE RETENTION AND 

EMPLOYMENT OF KIRKLAND & ELLIS LLP AND 

KIRKLAND & ELLIS INTERNATIONAL LLP AS ATTORNEYS FOR THE 

DEBTORS AND DEBTORS IN POSSESSION EFFECTIVE AS OF AUGUST 2, 2020

Upon the application (the “Application”)2 of the above-captioned debtors and debtors in 

possession (collectively, the “Debtors”) for the entry of an order (the “Order”) authorizing the 

Debtors to retain and employ Kirkland & Ellis LLP and Kirkland & Ellis International LLP 

 1 A complete list of each of the Debtors in these chapter 11 cases may be obtained on the website of the Debtors’ 

claims and noticing agent at http://cases.stretto.com/LeTote. The location of the Debtors’ service address is 

250 Vesey Street, 22nd Floor, New York, New York 10281.

2 Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Application.

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2

(collectively, “Kirkland”) as their attorneys effective as of the Petition Date, pursuant to 

sections 327(a) and 330 of title 11 of the United States Code (the “Bankruptcy Code”), 

rules 2014(a) and 2016 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”),

and rules 2014-1 and 2016-1 of the Local Bankruptcy Rules of the United States Bankruptcy Court 

for the Eastern District of Virginia (the “Local Bankruptcy Rules”); and the Court having reviewed 

the Application, the declaration of Steven N. Serajeddini, the president of Steven N. Serajeddini, 

P.C., a partner of Kirkland & Ellis LLP, and a partner of Kirkland & Ellis International LLP

(the “Serajeddini Declaration”), and the declaration of Michael O. van den Berg, the General 

Counsel of Le Tote, Inc. (the “van den Berg Declaration”); and the Court having found that the 

Court has jurisdiction over this matter pursuant to 28 U.S.C. §§ 157 and 1334; and the Standing 

Order of Reference from the United States District Court for the Eastern District of Virginia, dated 

July 13, 1984 and the Court having found that the Application is a core proceeding pursuant to 

28 U.S.C. § 157(b)(2); and the Court having found that venue of this proceeding and the 

Application in this district is proper pursuant to 28 U.S.C. §§ 1408 and 1409; and the Court having 

found based on the representations made in the Application and in the Serajeddini Declaration that 

(a) Kirkland does not hold or represent an interest adverse to the Debtors’ estates and (b) Kirkland

is a “disinterested person” as defined in section 101(14) of the Bankruptcy Code and as required 

by section 327(a) of the Bankruptcy Code; and the Court having found that the relief requested in 

the Application is in the best interests of the Debtors’ estates, their creditors, and other parties in 

interest; and the Court having found that the Debtors provided adequate and appropriate notice of 

the Application under the circumstances and that no other or further notice is required; and the 

Court having reviewed the Application and having heard statements in support of the Application 

at a hearing held before the Court (the “Hearing”); and the Court having determined that the legal 

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3

and factual bases set forth in the Application and at the Hearing establish just cause for the relief 

granted herein; and any objections to the relief requested herein having been withdrawn or 

overruled on the merits; and after due deliberation and sufficient cause appearing therefor, it is 

HEREBY ORDERED THAT:

1. The Application is granted to the extent set forth herein.

2. The Debtors are authorized to retain and employ Kirkland as their attorneys

effective as of the Petition Date in accordance with the terms and conditions set forth in the 

Application and in the Engagement Letter attached hereto as Exhibit 1.

3. Kirkland is authorized to provide the Debtors with the professional services as 

described in the Application and the Engagement Letter. Specifically, but without limitation, 

Kirkland will render the following legal services:

a. advising the Debtors with respect to their powers and duties as debtors in 

possession in the continued management and operation of their businesses 

and properties;

b. advising and consulting on their conduct during these chapter 11 cases, 

including all of the legal and administrative requirements of operating in 

chapter 11;

c. attending meetings and negotiating with representatives of creditors and 

other parties in interest;

d. taking all necessary actions to protect and preserve the Debtors’ estates, 

including prosecuting actions on the Debtors’ behalf, defending any action 

commenced against the Debtors, and representing the Debtors in 

negotiations concerning litigation in which the Debtors are involved, 

including objections to claims filed against the Debtors’ estates;

e. preparing pleadings in connection with these chapter 11 cases, including 

motions, applications, answers, orders, reports, and papers necessary or 

otherwise beneficial to the administration of the Debtors’ estates;

f. representing the Debtors in connection with obtaining authority to continue 

using cash collateral and postpetition financing;

g. advising the Debtors in connection with any potential sale of assets;

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h. appearing before the Court and any appellate courts to represent the interests 

of the Debtors’ estates; 

i. advising the Debtors regarding tax matters; 

j. taking any necessary action on behalf of the Debtors to negotiate, prepare, 

and obtain approval of a disclosure statement and confirmation of a chapter 

11 plan and all documents related thereto; and

k. performing all other necessary legal services for the Debtors in connection 

with the prosecution of these chapter 11 cases, including: (i) analyzing the 

Debtors’ leases and contracts and the assumption and assignment or 

rejection thereof; (ii) analyzing the validity of liens against the Debtors; and 

(iii) advising the Debtors on corporate and litigation matters.

4. Kirkland shall apply for compensation for professional services rendered and 

reimbursement of expenses incurred in connection with the Debtors’ chapter 11 cases in 

compliance with sections 330 and 331 of the Bankruptcy Code and applicable provisions of the 

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

Court. Kirkland also intends to make a reasonable effort to comply with the U.S. Trustee’s 

requests for information and additional disclosures as set forth in the Guidelines for Reviewing 

Applications for Compensation and Reimbursement of Expenses Filed under 11 U.S.C. § 330 by 

Attorneys in Larger Chapter 11 Cases Effective as of November 1, 2013 (the “Revised UST 

Guidelines”), both in connection with the Application and the interim and final fee applications to 

be filed by Kirkland in these chapter 11 cases.

5. Kirkland is authorized without further order of the Court to apply amounts from the 

prepetition advance payment retainer to compensate and reimburse Kirkland for fees or expenses 

incurred on or prior to the Petition Date consistent with its ordinary course billing practice. At the 

conclusion of Kirkland’s engagement by the Debtors, if the amount of any advance payment 

retainer held by Kirkland is in excess of the amount of Kirkland’s outstanding and estimated fees, 

expenses, and costs, Kirkland will pay to the Debtors the amount by which any advance payment 

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5

retainer exceeds such fees, expenses, and costs, in each case in accordance with the Engagement 

Letter.

6. Notwithstanding anything to the contrary in the Application, the Engagement 

Letter, or the Declarations attached to the Application, the reimbursement provisions allowing the 

reimbursement of fees and expenses incurred in connection with participating in, preparing for, or 

responding to any action, claim, suit, or proceeding brought by or against any party that relates to 

the legal services provided under the Engagement Letter and fees for defending any objection to 

Kirkland’s fee applications under the Bankruptcy Code are not approved pending further order of 

the Court.

7. Kirkland shall not charge a markup to the Debtors with respect to fees billed by 

contract attorneys who are hired by Kirkland to provide services to the Debtors and shall ensure 

that any such contract attorneys are subject to conflict checks and disclosures in accordance with 

the requirements of the Bankruptcy Code and Bankruptcy Rules.

8. Kirkland shall provide ten-business-days’ notice to the Debtors, the U.S. Trustee,

and the Committee before any increases in the rates set forth in the Application or the Engagement 

Letter are implemented and shall file such notice with the Court. The U.S. Trustee retains all rights 

to object to any rate increase on all grounds, including the reasonableness standard set forth in 

section 330 of the Bankruptcy Code, and the Court retains the right to review any rate increase 

pursuant to section 330 of the Bankruptcy Code.

9. The Debtors and Kirkland are authorized to take all actions necessary to effectuate 

the relief granted pursuant to this Order in accordance with the Application.

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6

10. Notice of the Application as provided therein is deemed to be good and sufficient 

notice of such Application, and the requirements of the Local Bankruptcy Rules are satisfied by 

the contents of the Application.

11. To the extent the Application, the Serajeddini Declaration, the van den Berg

Declaration, or the Engagement Letter is inconsistent with this Order, the terms of this Order shall 

govern.

12. The terms and conditions of this Order shall be immediately effective and 

enforceable upon its entry.

13. The Court retains jurisdiction with respect to all matters arising from or related to 

the implementation of this Order. 

Dated: ___________

Richmond, Virginia Keith L. Phillips

United States Bankruptcy Judge

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EXHIBIT 1

Engagement Letter

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Steven N. Serajeddini

To Call Writer Directly:

(212) 446-5984

steven.serajeddini@kirkland.com

601 Lexington Avenue

New York, NY 10022

(212) 446-4800

www.kirkland.com

Facsimile:

(212) 446-4900

March 24, 2020

Michael O. van den Berg

General Counsel

250 Vesey Street, 22nd Floor

New York, NW 10281

Re: Retention to Provide Legal Services

Dear Michael, 

We are very pleased that you have asked us to represent Le Tote, Inc. and only those wholly 

or partially owned subsidiaries listed in an addendum or supplement to this letter (collectively, 

“Client”) in connection with a potential restructuring. Please note, the Firm’s representation is 

only of Client; the Firm does not and will not represent any direct or indirect shareholder, director, 

officer, partner, employee, affiliate, or joint venturer of Client or of any other entity.

General Terms. This retention letter (this “Agreement”) sets forth the terms of Client’s 

retention of Kirkland & Ellis LLP (and its affiliated entity Kirkland & Ellis International LLP 

(collectively, the “Firm”)) to provide legal services and constitutes an agreement between the Firm 

and Client (the “Parties”). This Agreement sets forth the Parties’ entire agreement for rendering 

professional services for the current matter, as well as for all other existing or future matters 

(collectively, the “Engagement”), except where the Parties otherwise agree in writing.

Fees. The Firm will bill Client for fees incurred at its regular hourly rates and in quarterly 

increments of an hour (or in smaller time increments as otherwise required by a court). The Firm 

reserves the right to adjust the Firm’s billing rates from time to time in the ordinary course of the 

Firm’s representation of Client. The Firm’s current regular hourly rates range as follows:

Billing Category U.S. Range

Partners $1,075-$1,845

Of Counsel $625-$1,845

Associates $610-$1,165

Paraprofessionals $245-$460

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Michael O. van den Berg

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Page No. 2

Although the Firm will attempt to estimate fees to assist Client in Client’s planning if 

requested, such estimates are subject to change and are not binding unless otherwise expressly and 

unequivocally stated in writing.

Expenses. Expenses related to providing services shall be included in the Firm’s 

statements as disbursements advanced by the Firm on Client’s behalf. Such expenses include 

photocopying, printing, scanning, witness fees, travel expenses, filing and recording fees, certain 

secretarial overtime, and other overtime expenses, postage, express mail, and messenger charges, 

deposition costs, computerized legal research charges, and other computer services, and 

miscellaneous other charges. Client shall pay directly (and is solely responsible for) certain larger 

costs, such as consultant or expert witness fees and expenses, and outside suppliers’ or contractors’ 

charges, unless otherwise agreed by the Parties. By executing this Agreement below, Client agrees 

to pay for all charges in accordance with the Firm’s schedule of charges, a copy of which is 

attached hereto at Schedule 1, as revised from time to time.

Billing Procedures. The Firm’s statements of fees and expenses are typically delivered 

monthly, but the Firm reserves the right to alter the timing of delivering its statements depending 

on circumstances. Client may have the statement in any reasonable format it chooses, but the Firm 

will select an initial format for the statement unless Client otherwise requests in writing. 

Depending on the circumstances, however, estimated or summary statements may be provided, 

with time and expense details to follow thereafter.

Retainer. Client agrees to provide to the Firm an “advance payment retainer,” as defined 

in Rule 1.15(c) of the Illinois Rules of Professional Conduct, Dowling v. Chicago Options Assoc., 

Inc., 875 N.E.2d 1012, 1018 (Ill. 2007), and In re Caesars Entm t Operating Co., Inc. ’ , 

No. 15-01145 (ABG) (Bankr. N.D. Ill. May 28, 2015) (and cases cited therein), in the amount of 

$250,000. In addition, Client agrees to provide one or more additional advance payment retainers 

upon request by the Firm so that the amount of any advance payment retainers remains at or above 

the Firm’s estimated fees and expenses. The Firm may apply the advance payment retainers to 

any outstanding fees as services are rendered and to expenses as they are incurred. Client 

understands and acknowledges that any advance payment retainers are earned by the Firm upon 

receipt, any advance payment retainers become the property of the Firm upon receipt, Client no 

longer has a property interest in any advance payment retainers upon the Firm’s receipt, any 

advance payment retainers will be placed in the Firm’s general account and will not be held in a 

client trust account, and Client will not earn any interest on any advance payment retainers; 

provided, however, that solely to the extent required under applicable law, at the conclusion of the 

Engagement, if the amount of any advance payment retainers held by the Firm is in excess of the 

amount of the Firm’s outstanding and estimated fees, expenses, and costs, the Firm will pay to 

Client the amount by which any advance payment retainers exceed such fees, expenses, and 

costs. Client further understands and acknowledges that the use of advance payment retainers is 

an integral condition of the Engagement, and is necessary to ensure that: Client continues to have 

access to the Firm’s services; the Firm is compensated for its representation of Client; the Firm is 

not a pre-petition creditor in the event of a Restructuring Case; and that in light of the foregoing, 

the provision of the advance payment retainers is in Client’s best interests. The fact that Client 

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has provided the Firm with an advance payment retainer does not affect Client’s right to terminate 

the client-lawyer relationship.

Please be advised that there is another type of retainer known as a “security retainer,” as 

defined in Dowling v. Chicago Options Assoc., 875 N.E.2d at 1018, and In re Caesars Entm t ’

Operating Co., Inc., No. 15-01145 (ABG) (Bankr. N.D. Ill. May 28, 2015) (and cases cited 

therein). A security retainer remains the property of the client until the lawyer applies it to charges 

for services that are actually rendered and expenses that are incurred. Any unearned funds are then 

returned to the client. In other circumstances not present here, the Firm would consider a security 

retainer and Client’s funds would be held in the Firm’s segregated client trust account until applied 

to pay fees and expenses. Funds in a security retainer, however, can be subject to claims of Client’s 

creditors and, if taken by creditors, may leave Client unable to pay for ongoing legal services, 

which may result in the Firm being unable to continue the Engagement. Moreover, a security 

retainer creates clawback risks for the Firm in the event of an insolvency proceeding. The choice 

of the type of retainer to be used is Client’s choice alone, but for the Engagement and for the 

reasons set forth above, the Firm is unwilling to represent Client in the Engagement without using 

the advance payment retainer.

Termination. The Engagement may be terminated by either Party at any time by written 

notice by or to Client. The Engagement will end at the earliest of (a) Client’s termination of the 

Engagement, (b) the Firm’s withdrawal, and (c) the substantial completion of the Firm’s 

substantive work. If permission for withdrawal is required by a court, the Firm shall apply 

promptly for such permission, and termination shall coincide with the court order for withdrawal. 

If this Agreement or the Firm’s services are terminated for any reason, such termination shall be 

effective only to terminate the Firm’s services prospectively and all the other terms of this 

Agreement shall survive any such termination.

Upon cessation of the Firm’s active involvement in a particular matter (even if the Firm 

continues active involvement in other matters on Client’s behalf), the Firm will have no further 

duty to inform Client of future developments or changes in law as may be relevant to such matter. 

Further, unless the Parties mutually agree in writing to the contrary, the Firm will have no 

obligation to monitor renewal or notice dates or similar deadlines that may arise from the matters 

for which the Firm had been retained.

Cell Phone and E-Mail Communication. The Firm hereby informs Client and Client 

hereby acknowledges that the Firm’s attorneys sometimes communicate with their clients and their 

clients’ professionals and agents by cell telephone, that such communications are capable of being 

intercepted by others and therefore may be deemed no longer protected by the attorney-client 

privilege, and that Client must inform the Firm if Client does not wish the Firm to discuss 

privileged matters on cell telephones with Client or Client’s professionals or agents.

The Firm hereby informs Client and Client hereby acknowledges that the Firm’s attorneys 

sometimes communicate with their clients and their clients’ professionals and agents by 

unencrypted e-mail, that such communications are capable of being intercepted by others and 

therefore may be deemed no longer protected by the attorney-client privilege, and that Client must 

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inform the Firm if Client wishes to institute a system to encode all e-mail between the Firm and 

Client or Client’s professionals or agents.

File Retention. All records and files will be retained and disposed of in compliance with 

the Firm’s policy in effect from time to time. Subject to future changes, it is the Firm’s current 

policy generally not to retain records relating to a matter for more than five years. Upon Client’s 

prior written request, the Firm will return client records that are Client’s property to Client prior 

to their destruction. It is not administratively feasible for the Firm to advise Client of the closing 

of a matter or the disposal of records. The Firm recommends, therefore, that Client maintain 

Client’s own files for reference or submit a written request for Client’s client files promptly upon 

conclusion of a matter. Notwithstanding anything to the contrary herein, Client acknowledges and 

agrees that any applicable privilege of Client (including any attorney-client and work product 

privilege or any duty of confidentiality) (collectively, the “Privileges”) belongs to Client alone and 

not to any successor entity (including without limitation the Client after a change in control or 

other similar restructuring or non-restructuring transaction (including without limitation a 

reorganized Client after the effective date of a plan of reorganization), whether through merger, 

asset or equity sale, business combination, or otherwise, irrespective of whether such transaction 

occurs in a Restructuring Case or on an out-of-court basis (in each case, a “Transaction”)). Client 

hereby waives any right, title, and interest of such successor entity to all information, data, 

documents, or communications in any format covered by the Privileges that is in the possession of 

the Firm (“Firm Materials”), to the extent that such successor entity had any right, title, and interest 

to such Firm Materials. For the avoidance of doubt, Client agrees and acknowledges that after a 

Transaction, such successor entity shall have no right to claim or waive the Privileges or request 

the return of any such Firm Materials; instead, such Firm Materials shall remain in the Firm’s sole 

possession and control for its exclusive use, and the Firm will (a) not waive any Privileges or 

disclose the Firm Materials, (b) take all reasonable steps to ensure that the Privileges survive and 

remain in full force and effect, and (c) assert the Privileges to prevent disclosure of any Firm 

Materials. 

Data Protection. You further agree that, if you provide us with personal data, you have 

complied with applicable data protection legislation and that we may process such personal data 

in accordance with our Data Transfer and Privacy Policy at www.kirkland.com. We process your 

personal data in order to (i) carry out work for you; (ii) share the data with third parties such as 

expert witnesses and other professional advisers if our work requires; (iii) comply with applicable 

laws and regulations and (iv) provide you with information relating to our Firm and its services.

Conflicts of Interest. As is customary for a law firm of the Firm’s size, there are numerous 

business entities, with which Client currently has relationships, that the Firm has represented or 

currently represents in matters unrelated to Client.

Further, in undertaking the representation of Client, the Firm wants to be fair not only to 

Client’s interests but also to those of the Firm’s other clients. Because Client is engaged in 

activities (and may in the future engage in additional activities) in which its interests may diverge 

from those of the Firm’s other clients, the possibility exists that one of the Firm’s current or future 

clients may take positions adverse to Client (including litigation or other dispute resolution 

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mechanisms) in a matter in which such other client may have retained the Firm or one of Client’s 

adversaries may retain the Firm in a matter adverse to another entity or person. 

In the event a present conflict of interest exists between Client and the Firm’s other clients 

or in the event one arises in the future, Client agrees to waive any such conflict of interest or other 

objection that would preclude the Firm’s representation of another client (a) in other current or 

future matters substantially unrelated to the Engagement or (b) other than during a Restructuring 

Case (as defined below), in other matters related to Client (such representation an “Allowed 

Adverse Representation”). By way of example, such Allowed Adverse Representations might take 

the form of, among other contexts: litigation (including arbitration, mediation and other forms of 

dispute resolution); transactional work (including consensual and non-consensual merger, 

acquisition, and takeover situations, financings, and commercial agreements); counseling 

(including advising direct adversaries and competitors); and restructuring (including bankruptcy, 

insolvency, financial distress, recapitalization, equity and debt workouts, and other transactions or 

adversarial adjudicative proceedings related to any of the foregoing and similar matters). 

Client also agrees that it will not, for itself or any other entity or person, assert that either 

(i) the Firm’s representation of Client or any of Client’s affiliates in any past, present, or future 

matter or (ii) the Firm’s actual or possible possession of confidential information belonging to 

Client or any of Client’s affiliates is a basis to disqualify the Firm from representing another entity 

or person in any Allowed Adverse Representation. Client further agrees that any Allowed Adverse 

Representation does not breach any duty that the Firm owes to Client or any of Client’s affiliates. 

Client also agrees that the Firm’s representation in the Engagement is solely of Client and that no 

member or other entity or person related to it (such as a shareholder, parent, subsidiary, affiliate, 

director, officer, partner, employee, or joint venturer) has the status of a client for conflict of 

interest purposes.

In addition, if a waiver of a conflict of interest necessary to allow the Firm to represent 

another client in a matter that is not substantially related to the Engagement is not effective for any 

reason, Client agrees that the Firm may withdraw from the Engagement. Should that occur, Client 

will not, for itself or any other entity or person, seek to preclude such termination of services or 

assert that either (a) the Firm’s representation of Client or any of Client’s affiliates in any past, 

present, or future matter or (b) the Firm’s actual or possible possession of confidential information 

belonging to Client or any of Client’s affiliates is a basis to disqualify the Firm from representing 

such other client or acting on such adverse matter.

It is important that you review this letter carefully and consider all of the advantages and 

disadvantages of waiving certain conflicts of interests that would otherwise bar the Firm from 

representing parties with interests adverse to you during the time in which the Firm is representing 

you. You also understand that because this waiver includes future issues and future clients that 

are unknown and unknowable at this time, it is impossible to provide you with any more details 

about those prospective clients and matters. Thus, in choosing to execute this waiver, you have 

recognized the inherent uncertainty about the array of potential matters and clients the Firm might 

take on in matters that are adverse to you but have nonetheless decided it is in your interest to 

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waive conflicts of interest regarding the Allowed Adverse Representations and waive rights to 

prohibit the Firm’s potential withdrawal should a conflict waiver prove ineffectual.

The Firm informs Client that certain entities owned by current or former Firm attorneys 

and senior staff (“attorney investment entities”) have investments in funds or companies that may, 

directly or indirectly, be affiliated with Client, hold investments in Client’s debt or equity 

securities, may be adverse to Client, or conduct commercial transactions with Client (each, a 

“Passive Holding”). The attorney investment entities are passive and have no management or 

other control rights in such funds or companies. The Firm notes that other persons may in the 

future assert that a Passive Holding creates, in certain circumstances, a conflict between the Firm’s 

exercise of its independent professional judgment in rendering advice to Client and the financial 

interest of Firm attorneys participating in the attorney investment entities, and such other persons 

might seek to limit Client’s ability to use the Firm to advise Client on a particular matter. While 

the Firm cannot control what a person might assert or seek, the Firm believes that the Firm’s 

judgment will not be compromised by virtue of any Passive Holding. Please let us know if Client 

has any questions or concerns regarding the Passive Holdings. By executing this letter, Client 

acknowledges the Firm’s disclosure of the foregoing.

Restructuring Cases. If it becomes necessary for Client to commence a restructuring case 

under chapter 11 of the U.S. Bankruptcy Code (a “Restructuring Case”), the Firm’s ongoing 

employment by Client will be subject to the approval of the court with jurisdiction over the 

petition. If necessary, the Firm will take steps necessary to prepare the disclosure materials 

required in connection with the Firm’s retention as lead restructuring counsel. In the near term, 

the Firm will begin conflicts checks on potentially interested parties as provided by Client.

If necessary, the Firm will prepare a preliminary draft of a schedule describing the Firm’s 

relationships with certain interested parties (the “Disclosure Schedule”). The Firm will give Client 

a draft of the Disclosure Schedule once it is available. Although the Firm believes that these 

relationships do not constitute actual conflicts of interest, these relationships must be described 

and disclosed in Client’s application to the court to retain the Firm.

If in the Firm’s determination a conflict of interest arises in Client’s Restructuring Case 

requiring separate conflicts counsel, then Client will be required to use separate conflicts counsel 

in those matters.

No Guarantee of Success. It is impossible to provide any promise or guarantee about the 

outcome of Client’s matters. Nothing in this Agreement or any statement by Firm staff or attorneys 

constitutes a promise or guarantee. Any comments about the outcome of Client’s matter are simply 

expressions of judgment and are not binding on the Firm.

Consent to Use of Information. In connection with future materials that, for marketing 

purposes, describe facets of the Firm’s law practice and recite examples of matters the Firm 

handles on behalf of clients, Client agrees that, if those materials avoid disclosing Client’s 

confidences and secrets as defined by applicable ethical rules, they may identify Client as a client, 

may contain factual synopses of Client’s matters, and may indicate generally the results achieved.

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Reimbursement of Fees and Expenses. Client agrees to promptly reimburse the Firm for 

all internal or external fees and expenses, including the amount of the Firm’s attorney and paralegal 

time at normal billing rates, as incurred by the Firm in connection with participating in, preparing 

for, or responding to any action, claim, objection, suit, or proceeding brought by or against any 

third-party that relates to the legal services provided by the Firm under this Agreement. Without 

limiting the scope of the foregoing, and by way of example only, this paragraph extends to all such 

fees and expenses incurred by the Firm: in responding to document subpoenas, and preparing for 

and testifying at depositions and trials; and with respect to the filing, preparation, prosecution or 

defense of any applications by the Firm for approval of fees and expenses in a judicial, arbitral, or 

similar proceeding. Further, Client understands, acknowledges, and agrees that in connection with 

a Restructuring Case, if Client has not objected to the payment of a Firm invoice or to a Firm fee 

and expense application, has in fact paid such invoice, or has approved such fee and expense 

application, then Client waives its right (and the right of any successor entity as a result of a 

Transaction or otherwise) to subsequently object to the payment of fees and expenses covered by 

such invoice or fee application.

LLP. Kirkland & Ellis LLP is a limited liability partnership organized under the laws of 

Illinois, and Kirkland & Ellis International LLP is a limited liability partnership organized under 

the laws of Delaware. Pursuant to those statutory provisions, an obligation incurred by a limited 

liability partnership, whether arising in tort, contract or otherwise, is solely the obligation of the 

limited liability partnership, and partners are not personally liable, directly or indirectly, by way 

of indemnification, contribution, assessment or otherwise, for such obligation solely by reason of 

being or so acting as a partner.

Governing Law. This Agreement shall be governed by, and construed in accordance with, 

the laws of the State of Illinois, without giving effect to the conflicts of law principles thereof.

Miscellaneous. This Agreement sets forth the Parties’ entire agreement for rendering 

professional services. It can be amended or modified only in writing and not orally or by course 

of conduct. Each Party signing below is jointly and severally responsible for all obligations due 

to the Firm and represents that each has full authority to execute this Agreement so that it is 

binding. This Agreement may be signed in one or more counterparts and binds each Party 

countersigning below, whether or not any other proposed signatory ever executes it. If any 

provision of this Agreement or the application thereof is held invalid or unenforceable, the 

invalidity or unenforceability shall not affect other provisions or applications of this Agreement 

which can be given effect without such provisions or application, and to this end the provisions of 

this Agreement are declared to be severable. Any agreement or waiver contained herein by Client 

extends to any assignee or successor in interest to Client, including without limitation the 

reorganized Client upon and after the effective date of a plan of reorganization in a Restructuring 

Case.

This Agreement is the product of arm’s-length negotiations between sophisticated parties, 

and Client acknowledges that it is experienced with respect to the retention of legal counsel. 

Therefore, the Parties acknowledge and agree that any otherwise applicable rule of contract 

construction or interpretation which provides that ambiguities shall be construed against the drafter 

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(and all similar rules of contract construction or interpretation) shall not apply to this Agreement. 

The Parties further acknowledge that the Firm is not advising Client with respect to this Agreement 

because the Firm would have a conflict of interest in doing so, and that Client has consulted (or 

had the opportunity to consult) with legal counsel of its own choosing. Client further 

acknowledges that Client has entered into this Agreement and agreed to all of its terms and 

conditions voluntarily and fully-informed, based on adequate information and Client’s own 

independent judgment. The Parties further acknowledge that they intend for this Agreement to be 

effective and fully enforceable upon its execution and to be relied upon by the Parties.

* * *

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Please confirm your agreement with the arrangements described in this letter by signing 

the enclosed copy of this letter in the space provided below and returning it to us. Please 

understand that, if we do not receive a signed copy of this letter within twenty-one days, we will 

withdraw from representing you in this Engagement.

Very truly yours,

KIRKLAND & ELLIS LLP

By: 

Steven N. Serajeddini

Title: Partner

Agreed and accepted this 24th day of March, 2020

Le Tote, Inc.

By: 

Name: 

Title: 

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1

KIRKLAND & ELLIS LLP

CLIENT-REIMBURSABLE EXPENSES AND OTHER CHARGES

Effective 01/01/2019

The following outlines Kirkland & Ellis LLP’s (“K&E LLP”) policies and standard charges for 

various services performed by K&E LLP and/or by other third parties on behalf of the client 

which are often ancillary to our legal services. Services provided by in-house K&E LLP 

personnel are for the convenience of our clients. Given that these services are often ancillary to 

our legal services, in certain instances it may be appropriate and/or more cost efficient for these 

services to be outsourced to a third-party vendor. If services are provided beyond those outlined 

below, pricing will be based on K&E LLP’s approximate cost and/or comparable market pricing.

• Duplicating, Reprographics and Printing: The following list details K&E LLP’s 

charges for duplicating, reprographics and printing services:

Black and White Copy or Print (all sizes of paper): 

• $0.16 per impression for all U.S. offices

• €0.10 per impression in Munich

• £0.15 per impression in London

• HK$1.50 per impression in Hong Kong

• RMB1.00 per impression in Beijing and Shanghai

Color Copy or Print (all sizes of paper):

• $0.55 per impression 

Scanned Images:

• $0.16 per page for black and white or color scans

Other Services:

• CD/DVD Duplicating or Mastering - $7/$10 per CD/DVD

• Binding - $0.70 per binding

• Large or specialized binders - $13/$27

• Tabs - $0.13 per item 

• OCR/File Conversion - $0.03 per page

• Large Format Printing - $1.00 per sq. ft.

• Secretarial and Word Processing: Clients are not charged for secretarial and 

word processing activities incurred on their matters during standard business hours.

• Overtime Charges: Clients will be charged for overtime costs for secretarial and 

document services work if either (i) the client has specifically requested the afterhours work or (ii) the nature of the work being done for the client necessitates outof-hours overtime and such work could not have been done during normal working 

hours. If these conditions are satisfied, costs for related overtime meals and 

transportation also will be charged.

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2

• Travel Expenses: We charge clients our out-of-pocket costs for travel expenses 

including associated travel agency fees. We charge coach fares (business class for 

international flights) unless the client has approved business-class, first-class or an 

upgrade. K&E LLP personnel are instructed to incur only reasonable airfare, hotel 

and meal expenses. K&E LLP negotiates, uses, and passes along volume discount 

hotel and air rates whenever practicable. However, certain retrospective rebates 

may not be passed along.

• Catering Charges: Clients will be charged for any in-house catering service 

provided in connection with client matters.

• Communication Expenses: We do not charge clients for telephone calls or faxes 

made from K&E LLP’s offices with the exception of third-party conference calls 

and videoconferences. 

Charges incurred for conference calls, videoconferences, cellular telephones, and 

calls made from other third-party locations will be charged to the client at the 

actual cost incurred. Further, other telecommunication expenses incurred at thirdparty locations (e.g., phone lines at trial sites, Internet access, etc.) will be charged 

to the client at the actual cost incurred.

• Overnight Delivery/Postage: We charge clients for the actual cost of overnight 

and special delivery (e.g., Express Mail, FedEx, and DHL), and U.S. postage for 

materials mailed on the client’s behalf. K&E LLP negotiates, uses, and passes 

along volume discount rates whenever practicable.

• Messengers: We charge clients for the actual cost of a third party vendor 

messenger. 

• Library Research Services: Library Research staff provides research and 

document retrieval services at the request of attorneys, and clients are charged per 

hour for these services. Any expenses incurred in connection with the request, such 

as outside retrieval service or online research charges, are passed on to the client at 

cost, including any applicable discounts.

• Online Research Charges: K&E LLP charges for costs incurred in using thirdparty online research services in connection with a client matter. K&E LLP 

negotiates and uses discounts or special rates for online research services whenever 

possible and practicable and passes through the full benefit of any savings to the 

client based on actual usage.

• Inter-Library Loan Services: Our standard client charge for inter-library loan 

services when a K&E LLP library employee borrows a book from an outside source 

is $25 per title. There is no client charge for borrowing books from K&E LLP 

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Michael O. van den Berg

March 24, 2020

Page No. 3

3

libraries in other cities or from outside collections when the title is part of the K&E 

LLP collection but unavailable.

• Off-Site Legal Files Storage: Clients are not charged for off-site storage of files 

unless the storage charge is approved in advance.

• Electronic Data Storage: K&E LLP will not charge clients for costs to store 

electronic data and files on K&E LLP’s systems if the data stored does not exceed 

100 gigabytes (GB). If the data stored for a specific client exceeds 100GB, K&E 

LLP will charge clients $4.00 per month/per GB for all network data stored until 

the data is either returned to the client or properly disposed of. For e-discovery data 

on the Relativity platform, K&E LLP will also charge clients $4.00 per month/per 

GB until the data is either returned to the client or properly disposed of.

• Calendar Court Services: Our standard charge is $25 for a court filing and other 

court services or transactions.

• Supplies: There is no client charge for standard office supplies. Clients are 

charged for special items (e.g., a minute book, exhibit tabs/indexes/dividers, 

binding, etc.) and then at K&E LLP’s actual cost.

• Contract Attorneys and Contract Non-Attorney Billers: If there is a need to 

utilize a contract attorney or contract non-attorney on a client engagement, clients 

will be charged a standard hourly rate for these billers unless other specific billing 

arrangements are agreed between K&E LLP and client. 

• Expert Witnesses, Experts of Other Types, and Other Third Party 

Consultants: If there is a need to utilize an expert witness, expert of other type, or 

other third party consultant such as accountants, investment bankers, academicians, 

other attorneys, etc. on a client engagement, clients will be requested to retain or 

pay these individuals directly unless specific billing arrangements are agreed 

between K&E LLP and client.

• Third Party Expenditures: Third party expenditures (e.g., corporate document 

and lien searches, lease of office space at Trial location, IT equipment rental, SEC 

and regulatory filings, etc.) incurred on behalf of a client, will be passed through to 

the client at actual cost. If the invoice exceeds $50,000, it is K&E LLP’s policy 

that wherever possible such charges will be directly billed to the client. In those 

circumstances where this is not possible, K&E LLP will seek reimbursement from 

our client prior to paying the vendor.

Unless otherwise noted, charges billed in foreign currencies are determined annually based on 

current U.S. charges at an appropriate exchange rate.

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EXHIBIT B

Serajeddini Declaration

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Steven N. Serajeddini, P.C. (admitted pro hac vice) Michael A. Condyles (VA 27807)

KIRKLAND & ELLIS LLP Peter J. Barrett (VA 46179)

KIRKLAND & ELLIS INTERNATIONAL LLP Jeremy S. Williams (VA 77469)

601 Lexington Avenue Brian H. Richardson (VA 92477)

New York, New York 10022 KUTAK ROCK LLP

Telephone: (212) 446-4800 901 East Byrd Street, Suite 1000

Facsimile: (212) 446-4900 Richmond, Virginia 23219-4071

Telephone: (804) 644-1700

-and- Facsimile: (804) 783-6192

David L. Eaton (admitted pro hac vice)

Jaimie Fedell (admitted pro hac vice)

KIRKLAND & ELLIS LLP

KIRKLAND & ELLIS INTERNATIONAL LLP

300 North La Salle Street

Chicago, Illinois 60654

Telephone: (312) 862-2000

Facsimile: (312) 862-2200

Proposed Co-Counsel to the Debtors and Debtors in Possession

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE EASTERN DISTRICT OF VIRGINIA

RICHMOND DIVISION

)

In re: ) Chapter 11

)

)

LE TOTE, INC., et al.,1 ) Case No. 20-33332 (KLP)

)

Debtors. ) (Jointly Administered)

)

DECLARATION OF 

STEVEN N. SERAJEDDINI IN SUPPORT OF THE DEBTORS’

APPLICATION FOR ENTRY OF AN ORDER AUTHORIZING THE 

RETENTION AND EMPLOYMENT OF KIRKLAND & ELLIS LLP AND 

KIRKLAND & ELLIS INTERNATIONAL LLP AS ATTORNEYS FOR THE 

DEBTORS AND DEBTORS IN POSSESSION EFFECTIVE AS OF AUGUST 2, 2020

I, Steven N. Serajeddini, being duly sworn, state the following under penalty of perjury:

 1 A complete list of each of the Debtors in these chapter 11 cases may be obtained on the website of the Debtors’ 

claims and noticing agent at http://cases.stretto.com/LeTote. The location of the Debtors’ service address is 

250 Vesey Street, 22nd Floor, New York, New York 10281.

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1. I am the president of Steven N. Serajeddini, P.C., a partner of the law firm of 

Kirkland & Ellis LLP, located at 601 Lexington Avenue, New York, New York 10022, and a 

partner of Kirkland & Ellis International, LLP (together with Kirkland & Ellis LLP, 

collectively, “Kirkland”). I am the lead attorney from Kirkland working on the above-captioned 

chapter 11 cases. I am a member in good standing of the Bar of the State of New York and the 

State of Illinois, and I have been admitted to practice in New York and Illinois. There are no 

disciplinary proceedings pending against me.

2. I submit this declaration (the “Declaration”) in support of the Debtors’ Application 

for Entry of an Order Authorizing the Retention and Employment of Kirkland & Ellis LLP and 

Kirkland & Ellis International LLP as Attorneys for the Debtors and Debtors in Possession 

Effective as of August 2, 2020 (the “Application”).2 Except as otherwise noted, I have personal 

knowledge of the matters set forth herein.

Kirkland’s Qualifications

3. The Debtors seek to retain Kirkland because of Kirkland’s recognized expertise and 

extensive experience and knowledge in the field of debtors’ protections, creditors’ rights, and 

business reorganizations under chapter 11 of the Bankruptcy Code.

4. Kirkland has been actively involved in major chapter 11 cases and has represented 

debtors in many cases, including, among others: In re Intelsat S.A., No. 20-32299 (KLP) (Bankr. 

E.D. Va. July 1, 2020); In re Pier 1 Imports, Inc., No. 20-30805 (KRH) (Bankr. E.D. Va. 

 2 Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Application.

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Mar. 18, 2020); In re Toys “R” Us, Inc., No. 17-34665 (KLP) (Bankr. E.D. Va. Sept. 18, 2017); 

and In re The Gymboree Corp., No. 17-32986 (KLP) (Bankr. E.D. Va. July 11, 2017).3

5. In preparing for its representation of the Debtors in these chapter 11 cases, Kirkland 

has become familiar with the Debtors’ businesses and many of the potential legal issues that may 

arise in the context of these chapter 11 cases. I believe that Kirkland is both well-qualified and 

uniquely able to represent the Debtors in these chapter 11 cases in an efficient and timely manner.

Services to Be Provided

6. Subject to further order of the Court and that certain engagement letter dated 

March 24, 2020 (the “Engagement Letter”), a copy of which is attached as Exhibit 1 to Exhibit A

to the Application, the Debtors retained Kirkland to render, without limitation, the following legal 

services:

a. advising the Debtors with respect to their powers and duties as debtor in 

possession in the continued management and operation of its businesses and 

properties;

b. advising and consulting on the conduct of these chapter 11 cases, including 

all of the legal and administrative requirements of operating in chapter 11;

c. attending meetings and negotiating with representatives of creditors and 

other parties in interest;

d. taking all necessary actions to protect and preserve the Debtors’ estates, 

including prosecuting actions on the Debtors’ behalf, defending any action 

commenced against the Debtors, and representing the Debtors in 

negotiations concerning litigation in which the Debtors are involved, 

including objections to claims filed against the Debtors’ estates;

e. preparing pleadings in connection with these chapter 11 cases, including 

motions, applications, answers, orders, reports, and papers necessary or 

otherwise beneficial to the administration of the Debtors’ estates;

 3 Because of the voluminous nature of the orders cited in this Declaration, they are not attached to this Declaration. 

Copies of these orders are available upon request to Kirkland.

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f. representing the Debtors in connection with obtaining authority to continue 

using cash collateral and postpetition financing;

g. advising the Debtors in connection with any potential sale of assets;

h. appearing before the Court and any appellate courts to represent the interests 

of the Debtors’ estates; 

i. advising the Debtors regarding tax matters; 

j. taking any necessary action on behalf of the Debtors to negotiate, prepare, 

and obtain approval of a disclosure statement and confirmation of a chapter 

11 plan and all documents related thereto; and

k. performing all other necessary legal services for the Debtors in connection 

with the prosecution of these chapter 11 cases, including: (i) analyzing the 

Debtors’ leases and contracts and the assumption and assignment or 

rejection thereof; (ii) analyzing the validity of liens against the Debtors; and 

(iii) advising the Debtors on corporate and litigation matters.

Professional Compensation

7. Kirkland intends to apply for compensation for professional services rendered on 

an hourly basis and reimbursement of expenses incurred in connection with these chapter 11 cases, 

subject to the Court’s approval and in compliance with applicable provisions of the Bankruptcy 

Code, the Bankruptcy Rules, the Local Bankruptcy Rules, and any other applicable procedures 

and orders of the Court. The hourly rates and corresponding rate structure Kirkland will use in 

these chapter 11 cases are the same as the hourly rates and corresponding rate structure that 

Kirkland uses in other debtor representations, and are comparable to the hourly rates and 

corresponding rate structure that Kirkland uses for complex corporate, securities, and litigation 

matters whether in court or otherwise, regardless of whether a fee application is required. These 

rates and the rate structure reflect that such restructuring and other complex matters typically are 

national in scope and involve great complexity, high stakes, and severe time pressures.

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8. Kirkland operates in a national marketplace for legal services in which rates are 

driven by multiple factors relating to the individual lawyer, his or her area of specialization, the 

firm’s expertise, performance, and reputation, the nature of the work involved, and other factors. 

9. Kirkland’s current hourly rates for matters related to these chapter 11 cases range 

as follows:4

Billing Category5 U.S. Range

Partners $1,075-$1,845

Of Counsel $625-$1,845

Associates $610-$1,165

Paraprofessionals $245-$460

10. Kirkland’s hourly rates are set at a level designed to compensate Kirkland fairly for 

the work of its attorneys and paralegals and to cover fixed and routine expenses. Hourly rates vary 

with the experience and seniority of the individuals assigned. These hourly rates are subject to 

periodic adjustments to reflect economic and other conditions.6

 4 For professionals and paraprofessionals residing outside of the U.S., hourly rates are billed in the applicable 

currency. When billing a U.S. entity, such foreign rates are converted into U.S. dollars at the then applicable 

conversion rate. After converting these foreign rates into U.S. dollars, it is possible that certain rates may exceed 

the billing rates listed in the chart herein. While the rate ranges provided for in this Application may change if 

an individual leaves or joins Kirkland, and if any such individual’s billing rate falls outside the ranges disclosed 

above, Kirkland does not intend to update the ranges for such circumstances.

5 Although Kirkland does not anticipate using contract attorneys during these chapter 11 cases, in the unlikely event 

that it becomes necessary to use contract attorneys, Kirkland will not charge a markup to the Debtors with respect 

to fees billed by such attorneys. Moreover, any contract attorneys or non-attorneys who are employed by the 

Debtors in connection with work performed by Kirkland will be subject to conflict checks and disclosures in 

accordance with the requirements of the Bankruptcy Code. 

6 For example, like many of its peer law firms, Kirkland typically increases the hourly billing rate of attorneys and 

paraprofessionals twice a year in the form of: (i) step increases historically awarded in the ordinary course on the 

basis of advancing seniority and promotion and (ii) periodic increases within each attorney’s and 

paraprofessional’s current level of seniority. The step increases do not constitute “rate increases” (as the term is 

used in the Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed 

Under 11 U.S.C. § 330 by Attorneys in Larger Chapter 11 Cases, effective November 1, 2013). As set forth in 

the Order, Kirkland will provide ten business days’ notice to the Debtors, the U.S. Trustee, and the Committee 

before implementing any periodic increases, and shall file such notice with the Court. 

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11. It is Kirkland’s policy to charge its clients in all areas of practice for identifiable, 

non-overhead expenses incurred in connection with the client’s case that would not have been 

incurred except for representation of that particular client. It is also Kirkland’s policy to charge 

its clients only the amount actually incurred by Kirkland in connection with such items. Examples 

of such expenses include postage, overnight mail, courier delivery, transportation, overtime 

expenses, computer-assisted legal research, photocopying, airfare, meals, and lodging.

12. To ensure compliance with all applicable deadlines in these chapter 11 cases, 

Kirkland utilizes the services of overtime secretaries. Kirkland charges fees for these services 

pursuant to the Engagement Letter between Kirkland and the Debtors, which permits Kirkland to 

bill the Debtors for overtime secretarial charges that arise out of business necessity. In addition, 

Kirkland professionals also may charge their overtime meals and overtime transportation to the 

Debtors consistent with prepetition practices.

13. Kirkland currently charges the Debtors $0.16 per page for standard duplication in 

its offices in the United States. Kirkland does not charge its clients for incoming facsimile 

transmissions. Kirkland has negotiated a discounted rate for Westlaw computer-assisted legal 

research. Computer-assisted legal research is used whenever the researcher determines that using 

Westlaw is more cost effective than using traditional (non-computer assisted legal research) 

techniques.

Compensation Received by Kirkland from the Debtors

14. Per the terms of the Engagement Letter, on March 30, 2020, the Debtors paid 

$500,000 to Kirkland, which, as stated in the Engagement Letter, constituted an “advance payment 

retainer” as defined in Rule 1.15(c) of the Illinois Rules of Professional Conduct and Dowling v. 

Chicago Options Assoc., Inc., 875 N.E.2d 1012, 1018 (Ill. 2007). Subsequently, the Debtors paid 

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to Kirkland additional advance payment retainer totaling approximately $3,014,536.32 in the 

aggregate. As stated in the Engagement Letter, any advance payment retainer is earned by 

Kirkland upon receipt, any advance payment retainer becomes the property of Kirkland upon 

receipt, the Debtors no longer have a property interest in any advance payment retainer upon 

Kirkland’s receipt, any advance payment retainer will be placed in Kirkland’s general account and 

will not be held in a client trust account, and the Debtors will not earn any interest on any advance 

payment retainer.7 A chart identifying the statements setting forth the professional services 

provided by Kirkland to the Debtors and the expenses incurred by Kirkland in connection 

therewith, as well as the advance payment retainer transferred by the Debtors to Kirkland, prior to 

the Petition Date is set forth below.

15. During the 90-day period before the Petition Date, the Debtors paid advance 

payment retainer in the following amounts to Kirkland:

Type of 

Transaction Date

Amount of 

Fees and 

Expenses 

Listed on 

Statement

Amount of 

Advance 

Payment 

Retainer 

Requested

Amount of 

Advance 

Payment 

Retainer 

Received

Resulting

Advance 

Payment

Retainer 

Following 

Request for Additional Advance 

Payment Retainer May 12, 2020 $200,000.00 $1,357,049.92 

Full Statement May 13, 2020 $922,715.62 $434,334.30 

Receipt of Additional Advance 

Payment Retainer May 14, 2020 $200,000.00 $634,334.30 

Transfer of Funds May 14, 2020 $14,536.32 $648,870.62 

Request for Additional Advance 

Payment Retainer June 2, 2020 $250,000.00 $648,870.62 

Receipt of Additional Advance 

Payment Retainer June 3, 2020 $250,000.00 $898,870.62 

Request for Additional Advance 

Payment Retainer June 23, 2020 $250,000.00 $898,870.62 

 7 The Engagement Letter permits Kirkland to retain any prepetition advance payment retainer held by Kirkland as 

of the Petition Date rather than applying such prepetition advance payment retainer to pay postpetition fees and 

expenses. In light of the facts and circumstances of these chapter 11 cases, Kirkland will retain any prepetition 

advance payment retainer held by Kirkland as of the Petition Date and will not apply any such amounts to 

postpetition fees and expenses. 

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Receipt of Additional Advance 

Payment Retainer June 24, 2020 $250,000.00 $1,148,870.62 

Request for Additional Advance 

Payment Retainer July 13, 2020 $300,000.00 $1,148,870.62 

Full Statement July 13, 2020 $715,468.72 $433,401.90 

Receipt of Additional Advance 

Payment Retainer July 17, 2020 $300,000.00 $733,401.90 

Full Statement July 27, 2020 $462,338.72 $271,063.18 

Request for Additional Advance 

Payment Retainer July 27, 2020 $300,000.00 $271,063.18 

Receipt of Additional Advance 

Payment Retainer July 28, 2020 $300,000.00 $571,063.18 

Request for Additional Advance 

Payment Retainer July 30, 2020 $350,000.00 $571,063.18 

Receipt of Additional Advance 

Payment Retainer July 31, 2020 $350,000.00 $921,063.18 

Full Statement July 31, 2020 $280,481.82 $640,581.36 

16. As of the Petition Date, the Debtors did not owe Kirkland any amounts for legal 

services rendered before the Petition Date. Although certain expenses and fees may have been 

incurred, but not yet applied to Kirkland’s advance payment retainer, Kirkland’s total advance 

payment retainer always exceeded any amounts listed or to be listed on statements describing 

services rendered and expenses incurred (on a “rates times hours” and “dates of expenses incurred” 

basis) prior to the Petition Date.

17. Pursuant to Bankruptcy Rule 2016(b), Kirkland has not shared nor agreed to share 

(a) any compensation it has received or may receive with another party or person, other than with 

the partners, associates, and contract attorneys associated with Kirkland or (b) any compensation 

another person or party has received or may receive. 

Statement Regarding U.S. Trustee Guidelines

18. Kirkland shall apply for compensation for professional services rendered and 

reimbursement of expenses incurred in connection with the Debtors’ chapter 11 cases in 

compliance with sections 330 and 331 of the Bankruptcy Code and applicable provisions of the 

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

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Court. Kirkland also intends to make a reasonable effort to comply with the U.S. Trustee’s 

requests for information and additional disclosures as set forth in the Guidelines for Reviewing 

Applications for Compensation and Reimbursement of Expenses Filed Under 11 U.S.C. § 330 by 

Attorneys in Larger Chapter 11 Cases Effective As of November 1, 2013 (the “Revised UST 

Guidelines”), both in connection with this Application and the interim and final fee applications 

to be filed by Kirkland in these chapter 11 cases.

Attorney Statement Pursuant to Revised UST Guidelines

19. The following is provided in response to the request for additional 

information set forth in Paragraph D.1. of the Revised UST Guidelines:

a. Question: Did Kirkland agree to any variations from, or alternatives to, 

Kirkland’s standard billing arrangements for this engagement?

Answer: No. Kirkland and the Debtors have not agreed to any variations from, 

or alternatives to, Kirkland’s standard billing arrangements for this 

engagement. The rate structure provided by Kirkland is appropriate and is not 

significantly different from (a) the rates that Kirkland charges for other 

non-bankruptcy representations or (b) the rates of other comparably skilled 

professionals. 

b. Question: Do any of the Kirkland professionals in this engagement vary their 

rate based on the geographic location of the Debtors’ chapter 11 cases?

Answer: No. The hourly rates used by Kirkland in representing the Debtors 

are consistent with the rates that Kirkland charges other comparable chapter 11 

clients, regardless of the location of the chapter 11 case.

c. Question: If Kirkland has represented the Debtors in the 12 months prepetition, 

disclose Kirkland’s billing rates and material financial terms for the prepetition 

engagement, including any adjustments during the 12 months prepetition. If 

Kirkland’s billing rates and material financial terms have changed postpetition, 

explain the difference and the reasons for the difference.

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Answer: Kirkland’s current hourly rates for services rendered on behalf of the 

Debtors range as follows:8

Billing Category U.S. Range

Partners $1,075-$1,845

Of Counsel $625-$1,845

Associates $610-$1,165

Paraprofessionals $245-$460

Kirkland represented the Debtors from July 19, 2019 through 

December 31, 2019, using the hourly rates listed below.

Billing Category U.S. Range

Partners $1,025-$1,795

Of Counsel $595-$1,705

Associates $595-$1,125

Paraprofessionals $235-$460

d. Question: Have the Debtors approved Kirkland’s budget and staffing plan, 

and, if so, for what budget period?

Answer: Yes, for the period from August 2, 2020 through November 2, 2020.

Kirkland’s Disinterestedness

20. In connection with its proposed retention by the Debtors in these chapter 11 cases, 

Kirkland undertook to determine whether it had any conflicts or other relationships that might 

cause it not to be disinterested or to hold or represent an interest adverse to the Debtors. 

Specifically, Kirkland obtained from the Debtors and their representatives the names of individuals 

and entities that may be parties in interest in these chapter 11 cases (the “Potential Parties in 

Interest”) and such parties are listed on Schedule 1 hereto. Kirkland has searched on its electronic 

database for its connections to the entities listed on Schedule 1 hereto. In addition, after Kirkland 

 8 While the rate ranges provided for in this Application may change if an individual leaves or joins Kirkland, and 

if any such individual’s billing rate falls outside the ranges disclosed above, Kirkland does not intend to update 

the ranges for such circumstances.

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identified all client connections with the parties in interest over a specified time period, Kirkland 

circulated a survey email to all Kirkland attorneys who billed 10 or more hours to such clients 

during the prior six years. Further, beyond the individual emails, Kirkland sent a daily report of 

new matters firm wide. All Kirkland attorneys are responsible for reviewing the daily report of 

new matters and raising any potential concerns with respect to new representations. Kirkland did 

not receive any answers in the affirmative to these emails. Additionally, to the extent that I have 

been able to ascertain that Kirkland has been retained within the last three years to represent any 

of the Potential Parties in Interest (or their affiliates, as the case may be) in matters unrelated to 

these cases, such facts are disclosed on Schedule 2 attached hereto.

21. Kirkland and certain of its partners and associates may have in the past represented, 

may currently represent, and likely in the future will represent, entities that may be parties in 

interest in these chapter 11 cases in connection with matters unrelated (except as otherwise 

disclosed herein) to the Debtors and these chapter 11 cases. Kirkland has searched on its electronic 

database for its connection to the entities listed on Schedule 1 attached hereto. The information 

listed on Schedule 1 may have changed without our knowledge and may change during the 

pendency of these chapter 11 cases. Accordingly, Kirkland will update this Declaration as 

necessary and when Kirkland becomes aware of additional material information. The following 

is a list of the categories that Kirkland has searched:9

Schedule Category

1(a) Debtors

1(b) Directors & Officers

1(c) 5% or More Equity Holders

1(d) Bankruptcy Judges

 9 Kirkland’s inclusion of parties in the following Schedules is solely to illustrate Kirkland’s conflict search process 

and is not an admission that any party has a valid claim against the Debtors or that any party properly belongs in 

the schedules or has a claim or legal relationship to the Debtors of the nature described in the schedules.

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1(e) Banks/Lenders/UCC Lien Parties/Administrative Agents

1(f) Confidential Parties

1(g) HR Benefits

1(h) Insurers & Surety Bonds

1(i) Landlords

1(j) Litigation

1(k) Professionals

1(l) Taxing Authorities

1(m) Top Creditors

1(n) U.S. Trustee Personnel

1(o) Utilities

1(p) Vendors

22. To the best of my knowledge, (a) Kirkland is a “disinterested person” within the 

meaning of section 101(14) of the Bankruptcy Code, as required by section 327(a) of the 

Bankruptcy Code, and does not hold or represent an interest adverse to the Debtors’ estates and 

(b) Kirkland has no connection to the Debtors, their creditors, or other parties in interest, except 

as may be disclosed in this Declaration.

23. Listed on Schedule 2 to this Declaration are the results of Kirkland’s conflicts 

searches of the above-listed entities.10 For the avoidance of doubt, Kirkland will not commence a 

cause of action in these chapter 11 cases against the entities listed on Schedule 2 that are current 

clients of Kirkland (including entities listed below under the “Specific Disclosures” section of this 

Declaration) unless Kirkland has an applicable waiver on file or first receives a waiver from such 

 10 As referenced in Schedule 2, the term “current client” means an entity listed as a client in Kirkland’s conflicts 

search system to whom time was posted in the 12 months preceding the Petition Date. As referenced in 

Schedule 2, the term “former client” means an entity listed as a client in Kirkland’s conflicts search system to 

whom time was posted between 12 and 36 months preceding the Petition Date. As referenced in Schedule 2, the 

term “closed client” means an entity listed as a client in Kirkland’s conflicts search system to whom time was 

posted in the 36 months preceding the Petition Date, but for which the client representation has been closed. 

Whether an actual client relationship exists can only be determined by reference to the documents governing 

Kirkland’s representation rather than its potential listing in Kirkland’s conflicts search system. The list generated 

from Kirkland’s conflicts search system is over-inclusive. As a general matter, Kirkland discloses connections 

with “former clients” or “closed clients” for whom time was posted in the last 36 months, but does not disclose 

connections if time was billed more than 36 months before the Petition Date.

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entity allowing Kirkland to commence such an action. To the extent that a waiver does not exist 

or is not obtained from such entity and it is necessary for the Debtors to commence an action 

against that entity, the Debtors will be represented in such particular matter by conflicts counsel. 

24. Kirkland’s conflicts search of the entities listed on Schedules 1(a) – 1(p) (that 

Kirkland was able to locate using its reasonable efforts) reveals, to the best of my knowledge, that 

those Kirkland attorneys and paraprofessionals who previously worked at other law firms that 

represented such entities in these chapter 11 cases have not worked on matters relating to the 

Debtors’ restructuring efforts while at Kirkland.

25. Based on the conflicts search conducted to date and described herein, to the best of 

my knowledge, neither I, Kirkland, nor any partner or associate thereof, insofar as I have been able 

to ascertain, have any connection with the Debtors, their creditors, or any other parties in interest, 

their respective attorneys and accountants, the U.S. Trustee, any person employed by the 

U.S. Trustee, or any Bankruptcy Judge currently serving on the United States Bankruptcy Court 

for the Eastern District of Virginia, except as disclosed or otherwise described herein.

26. Kirkland will review its files periodically during the pendency of these 

chapter 11 cases to ensure that no conflicts or other disqualifying circumstances exist or arise. If 

any new relevant facts or relationships are discovered or arise, Kirkland will use reasonable efforts 

to identify such further developments and will promptly file a supplemental declaration, as 

required by Bankruptcy Rule 2014(a).

27. Generally, it is Kirkland’s policy to disclose entities in the capacity that they first 

appear in a conflicts search. For example, if an entity already has been disclosed in this Declaration 

in one capacity (e.g., a customer), and the entity appears in a subsequent conflicts search in a 

different capacity (e.g., a vendor), Kirkland does not disclose the same entity again in supplemental 

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declarations, unless the circumstances are such in the latter capacity that additional disclosure is 

required.

28. From time to time, Kirkland has referred work to other professionals to be retained 

in these chapter 11 cases. Likewise, certain such professionals have referred work to Kirkland.

29. Certain insurance companies pay the legal bills of Kirkland clients. Some of these 

insurance companies may be involved in these chapter 11 cases. None of these insurance 

companies, however, are Kirkland clients as a result of the fact that they pay legal fees on behalf 

of Kirkland clients.

Specific Disclosures

30. As specifically set forth below and in the attached exhibits, Kirkland represents 

certain of the Debtors’ creditors, equity security holders, or other entities that may be parties in 

interest in ongoing matters unrelated to the Debtors and these chapter 11 cases. None of the 

representations described herein are materially adverse to the interests of the Debtors’ estates. 

Moreover, pursuant to section 327(c) of the Bankruptcy Code, Kirkland is not disqualified from 

acting as the Debtors’ counsel merely because it represents certain of the Debtors’ creditors, equity 

security holders, or other entities that may be parties in interest in matters unrelated to these 

chapter 11 cases.

A. Connections to Holders of Equity Interests in the Debtors.

31. Kirkland represented Le Tote, Inc. in its acquisition of Lord & Taylor LLC from 

an affiliate of Hudson’s Bay Company (“HBC”) in August of 2019 (the “Acquisition”). As part 

of the consideration for the Acquisition, HBC retained approximately 27.64 percent of the equity 

interests in Le Tote, Inc., and Le Tote, Inc. issued a promissory note and an inventory note in favor 

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of HBC. For the avoidance of doubt, Kirkland did not represent HBC or any of its subsidiaries or 

affiliates in the Acquisition. 

32. Kirkland has not represented and will not represent HBC in matters related to the 

Debtors or their chapter 11 cases. HBC has retained Willkie Farr & Gallagher LLP and Whiteford, 

Taylor & Preston LLP to represent it in these chapter 11 cases. Accordingly, I do not believe that 

Kirkland’s prior representation of Le Tote, Inc. in the Acquisition precludes Kirkland from 

meeting the disinterestedness standard under the Bankruptcy Code. 

B. Connections to Certain Financial Counterparties.

33. As disclosed on Schedule 2 attached hereto, Kirkland currently represents, and in 

the past has represented, Wells Fargo Bank, N.A., The Carlyle Group, L.P., Silicon Valley Bank, 

N.A., and/or certain of their affiliates (collectively, the “Financial Counterparties”) in a variety of 

matters. The Financial Counterparties comprise one or more of the following: (a) a prepetition 

lender to the Debtors; (b) an entity with which the Debtors have a banking relationship; or (c) an 

agent under the Debtors’ credit facilities. All prior and current Kirkland representations of the 

Financial Counterparties have been in matters unrelated to the Debtors or these chapter 11 cases. 

Kirkland has not represented, and will not represent, the Financial Counterparties in connection 

with any matter related to the Debtors or their chapter 11 cases. I do not believe that Kirkland’s 

representations of the Financial Counterparties precludes Kirkland from meeting the 

disinterestedness standard under the Bankruptcy Code. 

C. Connections to Officers and Directors.

34. As disclosed below, Kirkland currently represents, and has formerly represented, 

certain affiliates, subsidiaries and entities associated with the Debtors’ current and recent former 

officers and directors. I do not believe that Kirkland’s current or prior representation of the 

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affiliates, subsidiaries, and entities associated with certain officers and directors precludes 

Kirkland from meeting the disinterestedness standard under the Bankruptcy Code. 

35. Matthew Kahn and Pamela Corrie, independent directors of Le Tote, Inc., have 

served, or may serve from time to time, in various management and director capacities of certain 

Kirkland clients or affiliates thereof. I do not believe Kirkland’s current or prior representation of 

clients for which Mr. Kahn and Ms. Corrie serve or have served precludes Kirkland from meeting 

the disinterestedness standard under the Bankruptcy Code.

36. David Schwartz, former director of the Debtors, has previously served as a director 

of Toys “R” Us Inc. Kirkland represented Toys “R” Us Inc. in connection with its bankruptcy 

case in the United States Bankruptcy Court for the Eastern District of Virginia. I do not believe 

that Kirkland’s current or prior representation of Toys “R” Us Inc. precludes it from meeting the 

disinterestedness standard under the Bankruptcy Code.

D. Connections to Certain Landlords.

37. As disclosed on Schedule 2 attached hereto, certain of the Debtors’ landlords and 

lease counterparties, including Brookfield Asset Management Inc., Pyramid Management Group 

Inc., QIC Ltd., Taubman Centers Inc., TZP Group LLC, and certain of their subsidiaries and 

affiliates (the “Landlords”), are current, former, or closed clients of Kirkland in matters unrelated 

to the Debtors’ of these chapter 11 cases. Kirkland has not represented, and will not represent, 

such Landlords in connection with any matter related to the Debtors or their chapter 11 cases. I 

do not believe that Kirkland’s representation of the Landlords precludes it from meeting the 

disinterestedness standard under the Bankruptcy Code.

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E. Connections to Other Entities.

38. Certain potential parties in interest in these chapter 11 cases are current or former 

Kirkland restructuring clients, including J. C. Penney Company, Inc., Premier Brands Group 

Holdings LLC (formerly known as Nine West Holdings, Inc.), Centric Brands Inc. (successor in 

interest to BCBG Max Azria Global Holdings LLC), and certain of their subsidiaries and affiliates 

(collectively, the “Restructuring Clients”). Kirkland’s current and prior representations of the 

Restructuring Clients are unrelated to the Debtors’ chapter 11 cases. Kirkland will not represent 

the Debtors, the Debtors’ non-Debtor affiliates, or other entities associated with the Debtors in any 

matter related to the Restructuring Clients’ restructuring matters. Similarly, Kirkland will not 

represent the Restructuring Clients against the Debtors in these chapter 11 cases. I do not believe 

that Kirkland’s current or prior representation of the Restructuring Clients precludes Kirkland from 

meeting the disinterestedness standard under the Bankruptcy Code.

39. As disclosed on Schedule 2 attached hereto, Kirkland represents, and in the past 

has represented, GenOn Energy, Inc., and certain of its subsidiaries and affiliates (“GenOn”) in 

their chapter 11 cases. Certain of GenOn’s subsidiaries and affiliates are Utility Providers for the 

Debtors. Kirkland’s current and prior representations of GenOn are unrelated to the Debtors’ 

chapter 11 cases. Kirkland will not represent GenOn in connection with any matter related to the 

Debtors or their chapter 11 cases. I do not believe that Kirkland’s current or prior representation 

of GenOn precludes Kirkland from meeting the disinterestedness standard under the Bankruptcy 

Code.

F. Potential M&A Transaction Counterparties. 

40. The Debtors are in discussions with certain parties (and may be in discussions with 

other parties in the future) (the “Potential M&A Transaction Counterparties”) regarding potential 

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M&A transactions regarding the Debtors and their businesses. Due to the inherently competitive 

nature of this process, it is imperative that the identities of these potential counterparties remain 

confidential. The Debtors have disclosed to the U.S. Trustee the identities of the potential 

counterparties and Kirkland’s connections to such potential counterparties, and Kirkland believes 

such disclosure is sufficient and reasonable under the circumstances and at this time. However, 

should the Court request disclosure of the identities of the potential counterparties, the Debtors are 

prepared to file with the Court under seal a version of this Declaration that contains a schedule of 

the potential counterparties and Kirkland’s connections to such potential counterparties. For the 

avoidance of doubt, Kirkland will not represent any of the potential counterparties in connection 

with any matter in these chapter 11 cases. 

G. Other Chapter 11 Professionals.

41. As disclosed on Schedule 2 attached hereto, Kirkland currently represents, and 

formerly has represented, certain affiliates, subsidiaries, and entities associated with various 

professionals that the Debtors seeks to retain in connection with these chapter 11 cases. All prior 

and current Kirkland representations of these professionals have been in matters unrelated to the 

Debtors and these chapter 11 cases. Kirkland has not and will not represent any such professionals 

in connection with any matter in these chapter 11 cases during the pendency of these 

chapter 11 cases. I do not believe that Kirkland’s current or prior representation of these 

professionals precludes Kirkland from meeting the disinterestedness standard under the 

Bankruptcy Code.

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42. On August 3, 2020, the Court approved Bankruptcy Management Solutions, Inc. 

d/b/a Stretto (“Stretto”) as the Debtors’ claims and noticing agent.11 As disclosed on Schedule 2

attached hereto, Kirkland currently represents, and in the past has represented, Stretto and certain 

of its portfolio companies, in a variety of matters unrelated to the Debtors and these 

chapter 11 cases. Kirkland has not represented, and will not represent, Stretto in any matter related 

to the Debtors or these chapter 11 cases. I do not believe that Kirkland’s current and prior 

representations of these parties preclude Kirkland from meeting the disinterestedness standard 

under the Bankruptcy Code.

43. The Debtors’ proposed restructuring advisor is Berkeley Research Group, LLC

(together with its direct and indirect affiliates, “BRG”). As disclosed on Schedule 2 attached 

hereto, Kirkland currently represents, and in the past has represented, BRG and certain of its direct 

or indirect affiliates in a variety of matters. All current or prior Kirkland representations of BRG 

have been in matters unrelated to the Debtors or these chapter 11 cases. Kirkland has not 

represented, and will not represent, BRG in connection with any matter related to the Debtors or 

their chapter 11 cases. I do not believe that Kirkland’s current or prior representations of BRG

preclude Kirkland from meeting the disinterestedness standard under the Bankruptcy Code.

44. The Debtors’ proposed advisors in connection with the sale of certain inventory 

and other assets are affiliates and/or subsidiaries of Hilco Global (together with its direct and 

indirect affiliates, “Hilco”). As disclosed on Schedule 2 attached hereto, Kirkland currently 

represents, and in the past has represented, Hilco and certain of its direct or indirect affiliates in a 

variety of matters. All current or prior Kirkland representations of Hilco have been in matters 

 11 See Order Authorizing the Retention and Appointment of Stretto as Claims and Noticing Agent [Docket No. 74].

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unrelated to the Debtors or these chapter 11 cases. Kirkland has not represented, and will not 

represent, Hilco in connection with any matter related to the Debtors or their chapter 11 cases. I 

do not believe that Kirkland’s current or prior representations of Hilco preclude Kirkland from 

meeting the disinterestedness standard under the Bankruptcy Code.

45. The Debtors’ proposed tax advisor for these chapter 11 cases is Deloitte Tax LLP 

(“Deloitte”). As disclosed on Schedule 2 attached hereto, Kirkland represents, and formerly has 

represented, Deloitte and certain of its direct or indirect affiliates in a variety of matters. Kirkland 

has not represented, and will not represent, Deloitte in connection with any matter related to the 

Debtors or their chapter 11 cases. I do not believe that Kirkland’s current and prior representation 

of Deloitte precludes Kirkland from meeting the disinterestedness standard under the Bankruptcy 

Code. 

46. As disclosed on Schedule 2 attached hereto, Kirkland represents Alvarez & Marsal, 

Inc. (“A&M Inc.”), Alvarez & Marsal Capital, LLC (“A&M Capital”), AMCP Security Holdings 

L.P. / Centerra Group, LLC, Alvarez & Marsal Tax and UK LLP, and affiliated entities in matters 

unrelated to the Debtors and these chapter 11 cases. An entity affiliated with A&M Inc. is one of 

the Debtors’ top 30 unsecured creditors. In addition, subject to the parameters discussed in the 

Kirkland Attorney and Employee Investments section of this Declaration, Kirkland person(s) have 

invested in one or more funds affiliated with A&M Capital. I do not believe that Kirkland’s 

representation of these parties precludes Kirkland from meeting the disinterestedness standard 

under the Bankruptcy Code. 

47. As disclosed on Schedule 2 attached hereto, Kirkland currently represents and in 

the past has represented certain of the Debtors’ vendors and certain of their subsidiaries and 

affiliates (collectively, the “Vendors”). Kirkland’s current and prior representations of the 

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Vendors are unrelated to the Debtors’ or these chapter 11 cases. Kirkland has not represented, and 

will not represent, the Vendors in connection with any matter related to the Debtors or their chapter 

11 cases. I do not believe that Kirkland’s current or prior representation of the Vendors precludes 

Kirkland from meeting the disinterestedness standard under the Bankruptcy Code.

H. Kirkland Attorney and Employee Investments.

48. From time to time, Kirkland partners, of counsel, associates, and employees 

personally invest in mutual funds, retirement funds, private equity funds, venture capital funds, 

hedge funds, and other types of investment funds (the “Investment Funds”), through which such 

individuals indirectly acquire an interest in debt or equity securities of many companies, one of 

which may be one of the Debtors, their creditors, or other parties in interest in these 

chapter 11 cases, often without Kirkland’s knowledge. Each Kirkland person generally owns 

substantially less than one percent of such Investment Fund, does not manage or otherwise control 

such Investment Fund, and has no influence over the Investment Fund’s decision to buy, sell, or 

vote any particular security. The Investment Fund is generally operated as a blind pool, meaning 

that when the Kirkland persons make an investment in the Investment Fund, he, she, or they do 

not know what securities the blind pool Investment Fund will purchase or sell, and have no control 

over such purchases or sales.

49. From time to time one or more Kirkland partners and of counsel voluntarily choose 

to form an entity (a “Passive-Intermediary Entity”) to invest in one or more Investment Funds. 

Such Passive-Intermediary Entity is composed only of persons who were Kirkland partners and of 

counsel at the time of the Passive-Intermediary Entity’s formation (although some may later 

become former Kirkland partners and of counsel). Participation in such a Passive-Intermediary 

Entity is wholly voluntary and only a portion of Kirkland’s partners and of counsel choose to 

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participate. The Passive-Intermediary Entity generally owns substantially less than one percent of 

any such Investment Fund, does not manage or otherwise control such Investment Fund, and has 

no influence over the Investment Fund’s decision to buy, sell, or vote any particular security. Each 

Investment Fund in which a Passive-Intermediary Entity invests is operated as a blind pool, so that 

the Passive-Intermediary Entity does not know what securities the blind pool Investment Funds 

will purchase or sell, and has no control over such purchases or sales. And, indeed, the 

Passive-Intermediary Entity often arranges for statements and communications from certain 

Investment Funds to be sent solely to a blind administrator who edits out all information regarding 

the identity of the Investment Fund’s underlying investments, so that the Passive-Intermediary 

Entity does not learn (even after the fact) the identity of the securities purchased, sold, or held by 

the Investment Fund. To the extent the Passive-Intermediary Entity is or becomes aware of the 

identity of the securities purchased, sold, or held by the Investment Funds (“Known Holdings”), 

such Known Holdings are submitted to Kirkland’s conflict checking system.

50. From time to time, Kirkland partners, of counsel, associates, and employees 

personally directly acquire a debt or equity security of a company which may be (or become) one 

of the Debtors, their creditors, or other parties in interest in these chapter 11 cases. Kirkland has 

a long-standing policy prohibiting attorneys and employees from using confidential information 

that may come to their attention in the course of their work, so that all Kirkland attorneys and 

employees are barred from trading in securities with respect to which they possess confidential 

information.

I. Former Clerks.

51. The following Kirkland employees had clerkships in the Eastern District of Virginia 

during the last three years (together, the “Former Clerks”). I do not believe that the Former Clerks’ 

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work for the Court precludes Kirkland from meeting the disinterestedness standard under the 

Bankruptcy Code.

52. Daniel A. Sinclair is a Kirkland associate for clerked with the Honorable Douglas 

Miller in the United States District Court for the Eastern District of Virginia from August 2018 to 

August 2019. Mr. Sinclair began working at Kirkland in September 2019, and had no connection 

with the Debtors’ chapter 11 cases while working with the Court. I do not believe that 

Mr. Sinclair’s work for the Court precludes Kirkland from meeting the disinterestedness standard 

under the Bankruptcy Code.

53. Jasmine L. Smith is a Kirkland associate for clerked with the Honorable Raymond 

Alvin Jackson in the United States District Court for the Eastern District of Virginia from 

August 2018 to August 2019. Ms. Smith began working at Kirkland in October 2019, and had no 

connection with the Debtors’ chapter 11 cases while working with the Court. I do not believe that 

Ms. Smith’s work for the Court precludes Kirkland from meeting the disinterestedness standard 

under the Bankruptcy Code.

54. Karthik Ravishankar is a Kirkland associate for clerked with the Honorable John F. 

Anderson in the United States District Court for the Eastern District of Virginia from August 2017 

to September 2018. Mr. Ravishankar began working at Kirkland in October 2018, and had no 

connection with the Debtors’ chapter 11 cases while working with the Court. I do not believe that 

Mr. Ravishankar’s work for the Court precludes Kirkland from meeting the disinterestedness 

standard under the Bankruptcy Code.

J. Other Disclosures.

55. Finally, certain interrelationships exist among the Debtors. Nevertheless, the 

Debtors have advised Kirkland that the Debtors’ relationships to each other do not pose any 

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conflict of interest because of the general unity of interest among the Debtors. Insofar as I have 

been able to ascertain, I know of no conflict of interest that would preclude Kirkland’s joint 

representation of the Debtors in these chapter 11 cases.

56. Furthermore, prior to joining Kirkland, certain Kirkland attorneys represented 

clients adverse to Kirkland’s current and former restructuring clients. Certain of these attorneys 

(the “Screened Kirkland Attorneys”) will not perform work in connection with Kirkland’s 

representation of the Debtors and will not have access to confidential information related to the 

representation. Kirkland’s formal ethical screen provides sufficient safeguards and procedures to 

prevent imputation of conflicts by isolating the Screened Kirkland Attorneys and protecting 

confidential information.

57. Under Kirkland’s screening procedures, Kirkland’s conflicts department distributes 

a memorandum to all Kirkland attorneys and legal assistants directing them as follows: (a) not to 

discuss any aspects of Kirkland’s representation of the Debtors with the Screened Kirkland 

Attorneys; (b) to conduct meetings, phone conferences, and other communications regarding 

Kirkland’s representation of the Debtors in a manner that avoids contact with the Screened 

Kirkland Attorneys; (c) to take all measures necessary or appropriate to prevent access by the 

Screened Kirkland Attorneys to the files or other information related to Kirkland’s representation 

of the Debtors; and (d) to avoid contact between the Screened Kirkland Attorneys and all Kirkland 

personnel working on the representation of the Debtors unless there is a clear understanding that 

there will be no discussion of any aspects of Kirkland’s representation of the Debtors. 

Furthermore, Kirkland already has implemented procedures to block the Screened Kirkland 

Attorneys from accessing files and documents related to the Debtors that are stored in Kirkland’s 

electronic document managing system.

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Affirmative Statement of Disinterestedness

58. Based on the conflicts search conducted to date and described herein, to the best of 

my knowledge and insofar as I have been able to ascertain, (a) Kirkland is a “disinterested person” 

within the meaning of section 101(14) of the Bankruptcy Code, as required by section 327(a) of 

the Bankruptcy Code, and does not hold or represent an interest adverse to the Debtors’ estates 

and (b) Kirkland has no connection to the Debtors, their creditors, or other parties in interest, 

except as may be disclosed herein.

[Remainder of Page Intentionally Left Blank]

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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: August 24, 2020 Respectfully submitted,

/s/ Steven N. Serajeddini

Steven N. Serajeddini

as President of Steven N. Serajeddini, P.C., as 

Partner of Kirkland & Ellis LLP; and as Partner 

of Kirkland & Ellis International LLP

 

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Schedule 1

The following lists contain the names of reviewed entities as described more fully in the 

Declaration of Steven N. Serajeddini in Support of the Debtors’ Application for the Entry of an 

Order Authorizing the Retention and Employment of Kirkland & Ellis LLP and Kirkland & Ellis 

International LLP as Attorneys for the Debtors and Debtors in Possession Effective as of 

August 2, 2020 (the “Serajeddini Declaration”).1 Where the names of the entities reviewed are 

incomplete or ambiguous, the scope of the search was intentionally broad and inclusive, and 

Kirkland & Ellis LLP and Kirkland & Ellis International LLP reviewed each entity in its records, 

as more fully described in the Serajeddini Declaration, matching the incomplete or ambiguous 

name.

 1 Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Serajeddini 

Declaration.

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SCHEDULE 1 

List of Schedules 

Schedule Category 

1(a) Debtors 

1(b) Directors & Officers 

1(c) 5% or More Equity Holders 

1(d) Bankrupty Judges 

1(e) Banks/Lenders/UCC Lien Parties/Administrative Agents 

1(f) Confidential Parties 

1(g) HR Benefits 

1(h) Insurers & Surety Bonds 

1(i) Landlords 

1(j) Litigation 

1(k) Professionals 

1(l) Taxing Authorities 

1(m) Top Creditors 

1(n) U.S. Trustee Personnel 

1(o) Utilities 

1(p) Vendors 

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SCHEDULE 1(a) 

Debtors 

French Tote LLC 

Le Tote, Inc. 

Le Tote, LLC 

Lord & Taylor LLC 

LT Card Company LLC 

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SCHEDULE 1(b) 

Directors & Officers 

Ard, Amy 

Baker, Richard 

Beiswenger, Jana 

Blecher, Andrew 

Corrie, Pamela 

Fairbairn, Nicholas 

Fedorowycz, Mark 

Foulkes, Helena 

Gold, Stephen 

Graf, Neera 

Grasso, Jennifer 

Grundmanis, Elliot 

Harlam, Bari 

Hartman, Ruth 

Heaney, Patricia 

Hoke, Brian 

Kahn, Matthew 

Khare, Vijay 

Lee, Suzanne 

Leigh, Janis 

Levy, Jeffrey 

Li, Theodore 

Mader, Kerry 

Metrick, Marc 

Miller, Lauren 

Moore, Bruce 

Nesbit, Kristen 

Novack, Mindy 

Pather, Sayen 

Perugini, Franco 

Putnam, Ian 

Record, Edward 

Roof, Becky 

Rosenthal, Lauren 

Schneider, Kurt 

Schwartz, David 

Sundar, Shyam 

Tagliani, James 

Zhang, Lu 

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SCHEDULE 1(c) 

5% or More Equity Holders 

Accelerate-IT Ventures Fund I, LP 

Azure Capital Partners III, L.P. 

HBC US Propco Holdings LLC 

Northart, Brett 

Tondon, Rakesh 

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SCHEDULE 1(d) 

Bankrupty Judges 

Huennekens, Kevin R. 

Kenney, Brian F. 

Kindred, Klienette H. 

Phillips, Keith L. 

Santoro, Frant J. 

St. John, Stephen C. 

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SCHEDULE 1(e) 

Banks/Lenders/UCC Lien Parties/Administrative Agents 

Adoni Group Inc., The 

Arkansas Federal Credit Union 

B.H. Multi Color Corp. 

B.H. Multi Com Corp. 

Bank of America NA 

Bass, Jason B. 

Beekman, Bernadette 

Cavallo, Steven 

Central Valley Industrial Core Holdings 

LLC 

Cisco Systems Capital Corp. 

Citizen Watch Co. of America Inc. 

City National Bank 

Corporation Service Co. 

Criminal Court of the City of New York 

De Lage Landen Financial Services Inc. 

Diamonds Forever of USA Inc. 

Eloquence Corp. 

GE Capital Retail Bank 

GE Money Bank 

HBC US Propco Holdings LLC 

Hilco Merchant Resources LLC 

Hill, Bijon 

Horizon Credit II LLC 

Horizon Technology Finance Corp. 

IBM Credit LLC 

IKON Financial Services 

Klauber Brothers Inc. 

Lali Jewelry Inc. 

Le Vian Corp. 

Levin, Isadora Myrna 

Liquidity Capital II LP 

LJM Inc. 

Lord & Taylor Holdings, LLC 

Marco Moore Inc. 

Mulhearn, Susannah 

OFI Carlyle Private Credit Fund 

PersonalWeb Technologies LLC 

Philadelphia Indemnity Insurance Co. 

Radosti, Bina 

Richline Group Inc. 

Royal Jewelry Manufacturing Inc. 

Rugs America Corp. 

Silicon Valley Bank 

Sway Ventures Fashion II LP 

TCG BDC II Inc. 

TCG BDC Inc. 

Temkin, Mildoris 

Tianhai Lace USA Inc. 

Trinity Capital Fund III LP 

Verderber, Maria 

Wells Fargo Bank NA 

Wells Fargo NA 

Wildflower + Co. Inc. 

Williams, Deshawn 

WLXT LLC 

Xeros Inc.

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SCHEDULE 1(f) 

Confidential Parties 

[Confidential] 

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SCHEDULE 1(g) 

HR Benefits 

Benefit Express Services LLC 

Ceridian HCM Inc. 

Cigna Corp. 

CVS Health Corp. 

USI Insurance Services LLC 

Voya Financial Inc. 

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SCHEDULE 1(h) 

Insurers & Surety Bonds 

Allianz SE 

AXA SA 

Beazley plc 

Chubb Ltd. 

Great American Insurance Co. Inc. 

Hanover Insurance Group Inc., The 

Liberty Mutual Insurance Co. 

National Flood Insurance Program 

Philadelphia Indemnity Insurance Co. 

Starr Indemnity & Liability Co. Inc. 

Tokio Marine Holdings Inc. 

Underwriters at Lloyd’s 

USI Insurance Services LLC 

Western World Insurance Co. 

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SCHEDULE 1(i) 

Landlords 

Bala Cynwyd Shopping Center 

Bridgewater Commons 

Burlington Mall 

Carousel Center 

Crossgates Mall 

Danbury Fair Mall 

Eastview Mall 

Fair Oaks Mall 

Freehold Raceway Mall 

Garden State Plaza 

King of Prussia Plaza 

Livingston Mall 

Mall at Rockingham Park, The 

Mall in Columbia, The 

Mizner Park 

Natick Mall 

Northbrook Court 

Prudential Center 

Quaker Bridge Mall 

Ridge Hill Mall 

Rockaway Town Square Mall 

South Shore 

South Shore Plaza 

Twelve Oaks Mall 

Walden Galleria 

Walt Whitman Shops 

Westfarms Mall 

Westfield Trumbull 

White Flint Mall 

Willowbrook Mall (Wayne) 

Woodfield Mall 

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SCHEDULE 1(j) 

Litigation 

500 Broadway LLC 

Abdalghani, Ghadir 

Adekoyejo, Adeyinka 

Age Group Ltd. 

Akinmurele, Grace 

Ali, Kifah 

Allen, Krystal 

Amazon.com Inc. 

Amoroso, Dana 

Arkansas Federal Credit Union 

Asefi Moghaddam, Ladan 

Ashton Martel, D’Nelle 

Assadi, Sara 

Baeder, Patricia 

Baker, Jennifer 

Barba, Rosemary 

BareWeb Inc. 

Barrett, Marva 

Batcelor, Karen 

Bathie, Sandra T. 

Beekman, Bernadette 

Belk Inc. 

Bennett, Carol 

Bernard Chaus Inc. 

Bethelmy, John 

BHLDN.com LLC 

Bledsoe, Kendra 

Bloomingdale’s Inc. 

Blum, Jeanette 

Boakye Danquah, Kwabena 

BOP LLC 

Bosco, Patricia M. 

Bounce Exchange Inc. 

Bowen, David 

Buckbinder, Christine 

Buna, Lidia 

Capellan De Abreu, Binvenida A. 

Capitani, Aurora 

Casillas, Jose 

Castillo, Ronald 

Castro, Delsa 

Century 21 Department Stores LLC 

Chanel Inc. 

Christain, Gladys 

Cloutier, Phil 

Colosi, Candice 

Compass Group USA 

Cook, Khadijah Z. 

Cooper, Marilyn 

Corrales, Ingrid 

Cottman, Jannyse 

Coulson, Tamara 

Crafton, Diane 

Crossdale, Karlene 

Crump, Carl 

Cruz, Evelyn 

Culter, Carol A. 

Cunningham, Celia 

Davenjay, James 

David’s Bridal 

Desrosiers, Cherlande 

Devine, Maureen 

Dibiccari, Jamie 

Digrande, Josephine 

Dillard’s Inc. 

Doneson, Elda 

Dookhan, Satyawattee 

Drewes, Rosemary 

DSW Shoe Warehouse Inc. 

Dubray-Wohner, Brandy 

Dvorett, Robert 

Ebron, Ronica 

Edwards, Brenda 

Eltelbany, Heba 

Eminent Inc. 

Escobar, German 

Essential Brands Inc. 

Evans, Willis 

Evans-Greene, Debra 

Facebook Inc. 

Finguerra, Marie 

Flores, Michael 

Forem Packing Inc. 

Franusiak, Anna 

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Gallego, Alexander 

Ganguli, Shukla 

Garg, Sangeeta 

Garson, Hannah 

Gary, Pat 

Geramifar, Soheila 

Gerber, Mildred 

Giangreco, Lorraine 

Glover, Linda M. 

Gold Value International Textile Inc. 

Goldberg, Renee 

Goldman, Samantha 

Grandas, Dolly 

Granoff, Susan 

Gray, Ambrose 

Green, Jasmine 

Greene, Debra 

Gregorida, Joseph 

Guertin, Jane 

Gutierrez, Marie 

Hajmafah, Judy 

Hall, Diane D. 

Harding, Allison 

Hawkins, Monique 

Hawkins, Stephen 

HBC 

Hill, Bijon 

Horan, Ana 

Hoxha, Luliana 

Hudson’s Bay Co. 

Hussain, Bushra 

Iliou, James 

Inocencio, Lorenzo 

Irrera, Anna M. 

J.C. Penney Corp. Inc. 

Jablonska, Krystyna 

Jackson, Genifer L. 

Jefferson, Crystal 

Johnson, Janet 

Jones, Carolyn 

Joyner, Kingston 

Kalik, Valerie 

Kalousie, Emel 

Kanakis, Chrystella 

Kellwood Co. 

Kelly, Eileen 

Kennedy, Thomas 

Kinouna, May Sarah 

Klauber Brothers Inc. 

Kline, Ina 

Kline, Lew 

Kline, Veronia 

Kramer, Barbara 

Kruse, Celine 

Kurti, Gentjana 

Lacen, Averie 

Langdo, Andrew 

Lasselle, Bert 

Lee-Benedetto, Erica 

Leganda, Gianfranco 

Leo, Srieda 

Levitt, Wendy 

Levy Group Inc., The 

Lewin, Elizabeth 

LGB Inc. 

Lokaj, Fatmire 

Loperto, Laura 

Luciano, Victoria 

Lugo, Marlene 

Macy’s Inc. 

Maduwa, Rumbi 

Magee, Nathanael 

Mahmoud, Pary 

Marlic, Sandra 

Mason, Christine 

Matte-Piraino, Elizabeth 

Mattera, Vivian M. 

Maurer, Karin 

Mayer, Linda 

Mccarthy, Teresa 

Mccreight, Suzanne 

Mcneill, Janet 

Mechmann, Luke 

Meiner, Phyllis 

Melon Technologies LLC 

Mikulka, Brian 

Milik, Afaf 

Minardi, Joann 

Minch, Anita 

Moghaddam, Ladan A. 

Mohammed, Fouzia 

Moon, Soojin 

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Moore-Fisher, Bonnie 

Mora, Kimberly 

Morales, Xiomara 

Mulanov, Rimma 

Murray, Elizabeth 

Myers, Pat 

Nalbone, Mary 

Nappi, Anthony 

Neil, Marvin 

Nicolao, Lee 

Nihailovch, Natasha 

Nordstrom Inc. 

Olivieri, Dawn 

Oswicky-Delgado, Francine 

Pacific Eurotex Corp. 

Parker, Claire 

Pesta, Melissa 

Petrantonakis, Christina 

Pettengill, Rosemary 

Pieros Construction Co. Inc. 

Politi, Dania 

Putz, Julia 

Quirke-Garay, Meybolle 

Rad, Soraya B. 

Radosti, Bina 

Ramano, Vivian 

Reaction Retail LLC 

Reese-Lefttridge, Racquel 

Reid, Morine 

Reyes, Karla 

Rickhouse Media Inc. 

Riemer, Veronica 

Rios, Christopher 

Rivera, Miguel 

Robertson, Josefina 

Roman, Jessica 

Rorbach, Susan 

Ross, Matthew 

Rudolph, Alexandria 

Sabatino, Frank 

Sabino, Joan 

Saks & Co. LLC 

Saks Inc. 

Salazar, Carlos 

Sanchez, Susana 

Sanchez-Teixeira, Amalia 

Saren, Ibrahim 

Schrubbe, Barbara 

Scott, Janine 

Seirafi, Aida 

Selofsky, Toni A. 

Sgambati, Ashley 

Sheedy, Mary 

Sivilich, Eric 

Skas, Arlene 

Slade, Evangeline 

Smallwood, Verna 

Smith, Joanne 

Snyder, Janet 

Sonexay, Sanaphol 

SP 35 LP 

Spearman-Woods, Marsha 

Spensieri, Maria 

Springer, Valerie 

Steven Madden Ltd. 

Taerim Co. Ltd. 

Tarpey, Katherine 

Tejada, Miriam 

Temmallo, Carol 

Thayer, Grace 

Thorton, Diann 

Tianhai Lace Co. Ltd. 

Tomitz, Andrew 

Toon, Troy 

Tothill, Stephanie 

Tracey, Elaine 

Umans, Joanne 

Urban Outfitters Inc. 

Vazquez Calaudio, Sheila 

Vectovic, Surka 

Venegas-Deik, Anna 

Ventura, Stephnie L. 

Vesseli, Remzije 

Walsh, Lisa 

Ware, Wendy 

White, Elda 

Widger, Gabrielle 

Wildflower + Co. Inc. 

Winhusen, Louise A. 

Wood, Judith 

Woods, Delores 

Xcel-CT MFG LLC 

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Yaldo, Mamahil 

Ye, Suhua 

Zhao, Jing 

ZZ Fashion Corp.

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SCHEDULE 1(k) 

Professionals 

Berkeley Research Group LLC 

Choate Hall & Stewart LLP 

Great American Group LLC 

Hilco Trading LLC 

Katten Muchin Rosenman LLP 

KPMG LLP 

Nfluence Partners 

Otterbourg P.C. 

Stretto 

USI Consulting Group Inc. 

Willkie Farr & Gallagher LLP 

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SCHEDULE 1(l) 

Taxing Authorities 

Alabama, State of, Department of Revenue 

Amherst, City of (OH) 

Arizona, State of, Department of Revenue 

Arkansas, State of, Revenue Division 

Avon Lake, City of (OH) 

Avon, City of (OH) 

Berea, City of (OH) 

California, State of 

California, State of, Department of Tax & 

Fee Administration 

California, State of, Franchise Tax Board 

Cleveland, City of (OH) 

Cloverleaf Local School District (OH) 

Colorado, State of 

Colorado, State of, Department of Revenue 

Connecticut, State of 

Connecticut, State of, Department of 

Revenue Services, Commissioner 

Delaware, State of 

Elyria, City of (OH) 

Florida, State of 

Florida, State of, Department of Revenue 

Georgia, State of 

Georgia, State of, Department of Revenue 

Hawaii, State of, Department of Taxation 

Illinois, State of 

Illinois, State of, Department of Revenue 

Indiana, State of, Department of Revenue 

Kentucky, Commonwealth of, Department 

of Revenue 

Lorain, City of (OH) 

Louisiana, State of, Department of Revenue 

Maine, State of, Department of 

Administrative and Financial Services, 

Revenue Services 

Maryland, State of 

Maryland, State of, Comptroller of the 

Treasury 

Mason, City of (OH) 

Massachusetts, Commonwealth of 

Massachusetts, Commonwealth of, 

Department of Family and Medical 

Leave 

Massachusetts, Commonwealth of, 

Department of Revenue 

Michigan, State of 

Michigan, State of, Department of Treasury 

Minnesota, State of 

Minnesota, State of, Department of Revenue 

Mississippi, State of 

Mississippi, State of, Department of 

Revenue 

Missouri, State of 

Montgomery, County of (MD) 

Nevada, State of, Department of Taxation 

New Hampshire, State of 

New Jersey, State of 

New Jersey, State of, Division of Taxation, 

Litter Control Fee 

New York, State of 

New York, State of, Department of Taxation 

and Finance 

New York, State of, Department of Taxation 

and Finance, PrompTax Program 

North Carolina, State of 

North Carolina, State of, Department of 

Revenue 

North Olmsted, City of (OH) 

North Ridgeville, City of (OH) 

Ohio, State of 

Ohio, State of, Department of Taxation 

Oklahoma, State of 

Oklahoma, State of, Tax Commission 

Oregon, State of 

Oregon, State of, Department of 

Transportation, Rail and Public Transit 

Division 

Parma, City of (OH) 

Pennsylvania, Commonwealth of 

Pennsylvania, Commonwealth of, 

Department of Revenue 

Reynoldsberg, City of (OH) 

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Rhode Island, State of 

San Francisco, City & County of (CA) 

Sheffield Lake, City of (OH) 

South Carolina, State of, Department of 

Revenue 

South Dakota, State of, Department of 

Revenue 

St. Louis, City of (MO) 

Stockton, City of (CA) 

Strongsville, City of (OH) 

Tennessee, State of 

Tennessee, State of, Department of Revenue 

Texas, State of 

Utah, State of 

Utah, State of, Tax Commission 

Vermont, State of, Department of Taxes 

Virginia, Commonwealth of 

Virginia, Commonwealth of, Department of 

Taxation 

Washington D.C., Department of 

Employment Services, Office of Paid 

Family Leave 

Washington D.C., Office of Finance & 

Treasury 

Washington, D.C. 

Washington, D.C., Office of Tax & Revenue 

Washington, State of 

Washington, State of, Department of 

Revenue 

West Virginia, State of 

West Virginia, State of, Department of Tax 

& Revenue 

Westlake, City of (OH) 

Wisconsin, State of 

Wyoming, State of 

Wyoming, State of, Department of Revenue 

Yonkers, City of (NY)

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SCHEDULE 1(m) 

Top Creditors 

360I LLC 

Alex Apparel Group Inc. 

Alvarez & Marsal Private Equity 

Performance Improvement Group LLC 

Berkeley Research Group LLC 

Betsy & Adam Sales 

Caleres Inc. 

Ceridian HCM Inc. 

Chanel Inc. 

Christian Dior Perfumes LLC 

Chubb Ltd. 

Criteo Corp. 

David Peyser Sportswear Inc. 

ERP Logic LLC 

Facebook Inc. 

FLIK International Corp. 

Fownes Brothers and Co. 

French Connection 

G-III Leather Fashions Inc. 

HBC US Propco Holdings LLC 

HFC Prestige Products Inc. 

Highline United LLC 

Jones NY 

Kasper Group LLC 

Kate Spade & Co. 

Kiehl’s Since 1851 LLC 

Komar Intimates LLC 

Kurt Geiger Ltd. 

Levy Group/Laundry, The 

Liquidity Capital II LP 

L’Oreal Lancome 

L’Oreal USA Inc., Designer Fragrances 

Division 

Lucky Brand Bathing Suits 

Manhattan Beachwear Inc. 

Me Too LLC 

Michael Kors Wholesale Lockbox 

Nic + Zoe Co. 

Nina Footwear Corp. 

OFI Carlyle Private Credit Fund 

Pacific Alliance USA Inc. 

Polo/Ralph Lauren Corp. 

Quad/Graphics Inc. 

Ralph Lauren Childrenwear 

Sanctuary Clothing Inc. 

Steven Madden Ltd. 

Supreme International Corp. 

Tommy Bahama 

Urban Outfitters Wholesale Inc. 

V. Fraas 

Wacoal America Inc. 

Wells Fargo NA 

Xcel-CT MFG LLC 

Xscape Evenings Ltd.

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SCHEDULE 1(n) 

U.S. Trustee Personnel 

Fitzgerald, John P., III 

Flinchum, Peggy T. 

Garber, Margaret K. 

Guzinski, Joseph A. 

McPherson, Theresa E. 

Pecoraro, Shannon F. 

Turner, June E. 

Whitehurst, Kenneth, III 

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SCHEDULE 1(o) 

Utilities 

Albany Water & Water Supply 

Approved Oil Co. of Brooklyn Inc. 

Aqua Pennsylvania Inc. 

Aquarion Water Co. Inc. 

Aquarion Water Co. of Connecticut Inc. 

Bala Electric Corp. 

Baltimore Gas & Electric Co. 

Boca Raton, City of (FL) 

Boston Water & Sewer Commission 

Braintree Electric Light Department 

Braintree, Town of (MA) 

Braintree, Town of (MA), Water & Sewer 

Department 

Bridgewater, Township of (NJ) 

Burlington, Town of (MA) 

Carousel Center 

Champion Energy Services LLC 

Coast Fire Equipment 

Comcast Corp. 

Commonwealth Edison Co. 

ConEdison Solutions Inc. 

Connecticut Light & Power Co. 

Connecticut Natural Gas Corp. 

Consolidated Edison Co. of New York Inc. 

Consolidated Edison Inc. 

Consolidated Edison Solutions Inc. 

Constellation NewEnergy Inc. 

Danbury Fair Mall 

Danbury, City of (CT) 

Danbury, City of (CT), Tax Collector 

Detroit Edison 

District of Columbia Water & Sewer 

Authority 

DTE Energy Inc. 

Dynegy Energy Services LLC 

Dynegy Inc. 

Eatontown Sewerage Authority (NJ), The 

EDF Energy Services LLC 

Elizabethtown Gas Co. 

Elizabethtown Water Services LLC 

ENGIE Insight Services Inc. 

Eversource Energy 

Eversource Energy - Natick 

Fair Oaks Mall 

Fairfax, County of (VA), Water Authority 

FGL Labs 

FirstEnergy Corp. 

Florida Power & Light Co. 

Florida Public Utilities Co. Inc. 

Freehold Raceway Mall 

Freehold, Township of (NJ) 

Garden City, Incorporated Village of (NY) 

Garden State Plaza 

Green Mountain Energy Co. 

Hinsdale Sanitary Dist 

Hudson Energy Services LLC 

Infinite Energy Inc. 

Intelligent Energy Corp. 

Jersey Central Power & Light Co. 

Jersey Gardens Mall 

KeySpan Corp. 

Kinetix Technology Services LLC 

King of Prussia Plaza 

Lawrence, Township of (NJ), Tax Office 

Liberty Power Holdings LLC 

Livingston, Township of (NJ) 

Long Island Power Authority 

Loudon, County of (VA) 

Madison Commercial Fuels 

Manhasset-Lakeville Water District 

MidAmerican Energy Co. 

Middlesex Water Co. 

Moorestown, Township of (NJ) 

Natick, Town of (MA) 

National Grid plc 

National Realty & Development Corp. 

New Jersey American Water Co. Inc. 

New Jersey Natural Gas Co. 

New York, City of (NY), Water Board 

Niagara Mohawk Power Corp. 

Northbrook Court 

Northbrook, Village of (IL) 

Northern Illinois Gas Co. 

Novi, City of (MI) 

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Novi, City of (MI), Water and Sewer 

Division 

NSTAR 

NSTAR Electric & Gas Corp. 

Nyack, Village of (NY), Department of 

Water 

Oakbrook, Village of (IL) 

Paramus, Borough of (NJ) 

Pardee Solar I LLC 

PECO Energy Co. 

Pennsylvania-American Water Co. Inc., The 

PG&E Corp. 

Philadelphia, City of (PA), Water Revenue 

Bureau 

Potomac Electric Power Co. 

PPL Electric Utilities Corp. 

Public Service Co. of North Carolina 

Public Service Electric & Gas Co. 

Public Service Enterprise Group Inc. 

Quaker Bridge Mall 

Rochester Gas and Electric Corp. 

Rockaway, Township of (NJ) 

Rockland, City of (ME) 

Salem, Town of (NH) 

Schaumburg, Village of (IL) 

South Huntington Water District 

Southern Connecticut Gas Co., The 

Stamford, City of (CT), Water Pollution 

Control Authority 

Sterling Heights, City of (MI), Department 

181601 

Stockton, City of (CA) 

Suez North America Inc. 

Suez Water New Jersey Inc. 

Suez Water Westchester District 1 

Suffolk County Water Authority Inc. 

Sune KHL PSNJ LLC 

SunEdison Inc. 

Syracuse, City of (NY) 

Syracuse, City of (NY), Department of 

Water 

Taubman Auburn Hills Associates LP 

Trumbull, Town of (CT), Sewer 

Trumbull, Town of (CT), Water Pollution 

Control Authority 

UGI Energy Services LLC 

UGI Penn Natural Gas Inc. 

UGI Utilities Inc. 

United Illuminating Co. 

Unitil Corp. 

Unitil NH Gas Operations 

Utility Telecom 

Virginia Electric and Power Co. 

Washington Gas 

Washington Suburban Sanitary Commission 

Waste Management Inc. 

Wayne, Township of (NJ) 

Westfield, Town of (NJ) 

Wilkes-Barre, City of (PA) 

Wilkes-Barre, City of (PA), Sewer 

Maintenance Fee 

Wilkes-Barre, Township of (PA), Sewer 

Maintenance 

Woodbridge, Township of (NJ), Sewer 

Utility 

Wyoming Valley Sewer

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SCHEDULE 1(p) 

Vendors 

360I LLC 

Adidas America Inc. 

Adrianna Papell Evening 

AFCO 

Alex Apparel Group Inc. 

Alvarez & Marsal Private Equity 

Performance Improvement Group LLC 

Amerex of California 

BAK Girls Inc. 

BCI Brands 

Berkeley Research Group LLC 

Betsy & Adam Sales 

Bounce Exchange Inc. 

Caleres Inc. 

Calvin Klein Inc. 

Carole Hochman Design Group Inc. 

Ceridian HCM Inc. 

Chanel Inc. 

Christian Dior Perfumes LLC 

Chubb Ltd. 

Creative Imports LLC 

Criteo Corp. 

David Peyser Sportswear Inc. 

Deloitte & Touche LLP 

Designer Group 

Dolce Vita Footwear Inc. 

Echo Design Group Inc., The 

ERP Logic LLC 

Euroitaly Inc. 

Facebook Inc. 

FLIK International Corp. 

Fownes Brothers and Co. 

French Connection 

GBG USA Inc. 

G-III Leather Fashions Inc. 

HFC Prestige Products Inc. 

Highline United LLC 

Hudson Clothing Inc. 

Hugo Boss Fashions Inc. 

Inter Parfums Luxury Brands Inc. 

Jewelry Group Inc., The 

Jockey International Inc. 

Johnston & Murphy Co. 

Jones NY 

Karen Kane Inc. 

Kasper Group LLC 

Kate Spade & Co. 

Kayser-Roth Corp. 

Kiehl’s Since 1851 LLC 

Komar Intimates LLC 

Kurt Geiger Ltd. 

L2T Inc. 

Lali Jewelry Inc. 

Leon Max Inc. 

Levi Strauss & Co. 

Levy Group/Laundry, The 

L’Oreal Lancome 

L’Oreal USA Inc., Designer Fragrances 

Division 

Lucky Brand Bathing Suits 

Lucky Brand Dungarees LLC 

LXR Luxe Inc. 

Mamiye Brothers Inc. 

Manhattan Beachwear Inc. 

Marc Jacobs International LLC 

Me Too LLC 

Michael Kors Wholesale Lockbox 

Miraclesuit by Swimshaper 

Mystic Inc. 

Nic + Zoe Co. 

Nina Footwear Corp. 

Oxford Apparel 

Pacific Alliance USA Inc. 

Paige Premium Denim LLC 

Polo/Ralph Lauren Corp. 

PricewaterhouseCoopers LLP 

Quad/Graphics Inc. 

Ralph Lauren Childrenwear 

Ralph Lauren Footwear Inc. 

S. Rothschild and Co. 

Salant Corp. 

Sanctuary Clothing Inc. 

SDI Industries Inc. 

Steven Madden Ltd. 

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Supreme International Corp. 

Synclaire Brands Inc. 

Thompson Lock & Supply Corp. 

Tommy Bahama 

Toms Shoes Inc. 

Under Armour 

UPS 

Urban Outfitters Wholesale Inc. 

V. Fraas 

Vincent Camuto LLC 

Wacoal America Inc. 

Xcel-CT MFG LLC 

Xscape Evenings Ltd.

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SCHEDULE 2 

Name of Entity Searched Name of Entity and/or Affiliate of 

Entity, that is a K&E Client Status 

AFCO BB&T Corp. Current 

 BB&T Insurance Holdings, Inc. Current 

 SunTrust Banks, Inc. Current 

 Truist Bank Current 

 Truist Financial Corp. Current 

Allianz SE Allianz Capital Partners GmbH Former 

 Pacific Investment Management 

Company, LLC 

Current 

Alvarez & Marsal Private Equity 

Performance Improvement 

Group LLC 

A&M Capital Advisors Europe, 

LLP 

Current 

 A&M Capital Advisors GP, LLC Current 

 A&M Capital Advisors, LLC Current 

 A&M Capital Advisors, LP Current 

 A&M Capital Europe, SCSp Current 

 A&M Capital Europe-GP 

Associates, LP 

Current 

 A&M Capital Opportunities-GP 

Associates, LP 

Current 

 A&M Capital Partners, LLC Current 

 A&M Capital-GP Associates, LP Current 

 A&M Capital-GP Holdings, LP Current 

 Alvarez & Marsal AMCO Partners 

Fund, LP 

Current 

 Alvarez & Marsal Capital LLC Current 

 Alvarez & Marsal Capital, LP Current 

 Alvarez & Marsal Europe LLP Current 

 Alvarez & Marsal Inc. Current 

 Alvarez & Marsal Partners Buyout 

Fund, LP 

Current 

 Alvarez & Marsal Partners Europe 

Buyout Fund, LP 

Current 

 Alvarez & Marsal Partners Europe 

Fund, LP 

Current 

 Alvarez & Marsal Partners Fund, LP Current 

 Alvarez & Marsal Partners 

Opportunities Fund, LP 

Current 

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 2 

Name of Entity Searched Name of Entity and/or Affiliate of 

Entity, that is a K&E Client Status 

 Alvarez & Marsal Taxand UK LLP Closed 

Amerex of California Paul Halpern Closed 

 Versa Capital Fund I Parallel, LP Closed 

 Versa Capital Management, LLC Current 

Arizona, State of, Department of 

Revenue 

Arizona Department of Child Safety Current 

AXA SA AB Commercial Real Estate Debt 

Series 1-A 

Current 

 AB Commercial Real Estate Debt 

Series 1-B 

Current 

 AB Commercial Real Estate Debt 

Series 1-C 

Current 

 AB Institutional Series B Current 

 AB Institutional Series C Current 

 AXA REIM SGP Current 

Baltimore Gas & Electric Co. Exelon Corporation Current 

Commonwealth Edison Co. William A. Von Hoene, Jr. Current 

Constellation NewEnergy Inc. 

PECO Energy Co. 

Potomac Electric Power Co. 

Bank of America NA BA Capital Company, L.P. Closed 

 Banc of America Capital Investors 

SBIC, L.P. 

Closed 

 BancAmerica Capital Investors 

SBIC II, L.P. 

Closed 

 Bank of America Capital Investors 

LP 

Closed 

 Bank of America Corporation Current 

 Bank of America Merrill Lynch Current 

 Bank of America Securities Ltd. Current 

 Bank of America Ventures Closed 

 Bank of America, N.A. Current 

 Benjamin Klein Current 

 Merrill Lynch Capital Services, Inc. Closed 

 Merrill Lynch, Pierce, Fenner & 

Smith, Inc. 

Closed 

BareWeb Inc. Jet.com Closed 

 Walmart Inc. Current 

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 3 

Name of Entity Searched Name of Entity and/or Affiliate of 

Entity, that is a K&E Client Status 

 Wal-Mart Stores Texas, LLC Current 

Belk Inc. Belk, Inc. Current 

 Peter T. Morrow Current 

 Stefan Kaluzny Current 

 Sycamore Partners (Co-Invest) LLC Closed 

 Sycamore Partners A LP Current 

 Sycamore Partners Associates CoInvest, Inc. Closed 

 Sycamore Partners Associates 

Investments LP 

Closed 

 Sycamore Partners Associates LP Closed 

 Sycamore Partners Associates-C, LP Closed 

 Sycamore Partners II, LP Current 

 Sycamore Partners III, LP Current 

 Sycamore Partners Management, 

L.P. 

Current 

 Sycamore Partners Torrid, LLC Closed 

 Sycamore Partners, LP Closed 

Berkeley Research Group LLC Berkeley Research Group, LLC Current 

Bloomingdale’s Inc. Macy’s, Inc. Current 

Macy’s Inc. 

BOP LLC Zappos.com, Inc. Closed 

Bridgewater Commons Brookfield Asset Management Inc. Current 

Mall in Columbia, The Brookfield Asset Management, LLC Current 

Mizner Park Brookfield Business Partners LP Current 

Natick Mall Brookfield Infrastructure Credit 

Fund 

Current 

Northbrook Court Brookfield Infrastructure Fund Closed 

Willowbrook Mall (Wayne) Brookfield Infrastructure Group 

LLC 

Closed 

 Brookfield Special Opportunities 

LLC 

Current 

 Brookfield Strategic Real Estate 

Partners III 

Former 

 BSREP II Bermuda GP L.P. Closed 

 GFI Energy Group of Oaktree 

Capital Management 

Current 

 GGPLP, LLC Closed 

 Matthew Wilson Current 

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 4 

Name of Entity Searched Name of Entity and/or Affiliate of 

Entity, that is a K&E Client Status 

 Oaktree Acquisition Corp. Current 

 Oaktree Capital Management LP Current 

 Oaktree Capital Management, L.P. Current 

 Oaktree Maritime Finance II, LLC Current 

 Oaktree Middle-Market Direct 

Lending Unlevered JPN-A 2017 

Fund, L.P 

Current 

 Oaktree Power Opportunities Fund 

V, L.P. 

Closed 

 Oaktree Special Situations Group Closed 

 Oaktree Strategic Credit Current 

 Ronald N. Beck Former 

 Stephen Kaplan Current 

Calvin Klein Inc. Calvin Klein, Inc. Current 

Carousel Center Destiny Rescue USA, Inc. Current 

Crossgates Mall Pyramid Management Holdings, 

LLC 

Current 

Walden Galleria Samuel L. Katz Current 

 TZP Group LLC Current 

 TZP Growth Partners I, L.P. Current 

 TZP Small Cap Partners I, L.P. Current 

Century 21 Department Stores LLC Abraham R. Gindi Current 

 Century 21, Inc. Closed 

 Isaac A. Gindi Current 

 Isaac S. Gindi Current 

 Raymond Gindi and Issac A. Gindi, 

as Executors of the Estate of 

Abraham Gindi 

Closed 

Champion Energy Services LLC Calpine Corporation Current 

 Energy Capital Partners Current 

 Energy Capital Partners - Credit 

Solutions II 

Current 

 Energy Capital Partners - Fund III Current 

 Energy Capital Partners Fund II Current 

 Energy Capital Partners Fund III Current 

 Energy Capital Partners I LP Current 

 Energy Capital Partners I-A LP Current 

 Energy Capital Partners II, LP Current 

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Name of Entity Searched Name of Entity and/or Affiliate of 

Entity, that is a K&E Client Status 

 Energy Capital Partners II-A, LP Current 

 Energy Capital Partners II-C, LP Current 

 Energy Capital Partners III, LP Closed 

 Energy Capital Partners III-B, LP Current 

 Energy Capital Partners IV LP Current 

 Energy Capital Partners Mezzanine 

(Alaska Midstream Co-Invest) 

II, LP 

Current 

 Energy Capital Partners Mezzanine 

(Alaska Midstream Co-Invest), 

LP 

Current 

 Energy Capital Partners Mezzanine 

Opportunities Fund A, LP 

Current 

 Energy Capital Partners Mezzanine 

Opportunities Fund B, LP 

Current 

 Energy Capital Partners Mezzanine 

Opportunities Fund Offshore 

Feeder, LP 

Current 

 Energy Capital Partners Mezzanine 

Opportunities Fund, LP 

Current 

Chanel Inc. Arnam SARL Current 

 John Galantic Current 

Christian Dior Perfumes LLC L Catterton Singapore Pte Limited Current 

Marc Jacobs International LLC 

Cigna Corp. Cigna Behavioral Health, Inc. Current 

 Cigna Corporation Current 

 Cigna Health and Life Insurance 

Company 

Current 

 Cigna Health Corporation Current 

 Cigna Healthcare - Mid-Atlantic, 

Inc. 

Closed 

 Cigna Healthcare of California Inc. Current 

 Cigna Healthcare of Colorado, Inc. Closed 

 CIGNA Healthcare of Florida, Inc. Current 

 CIGNA Healthcare of Georgia, Inc. Current 

 CIGNA HealthCare of North 

Carolina, Inc. 

Current 

 CIGNA HealthCare of 

Pennsylvania, Inc. 

Current 

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Name of Entity Searched Name of Entity and/or Affiliate of 

Entity, that is a K&E Client Status 

 CIGNA HealthCare of South 

Carolina, Inc. 

Current 

 CIGNA HealthCare of St. Louis, 

Inc. 

Current 

 Cigna Healthcare of Tennessee, Inc. Current 

 CIGNA Healthcare of Texas, Inc. Current 

 CIGNA Healthcare, Inc. Closed 

 CIGNA Insurance Co. Current 

Cisco Systems Capital Corp. Cisco Consumer Products LLC Current 

 Cisco Systems, Inc. Current 

 Cisco-Linksys LLC Current 

 Sudhir Rao Current 

City National Bank BlueBay Asset Management 

Services Ltd. 

Current 

 RBC Select Hedge Fund Portfolio 

Ltd. 

Closed 

 RBC Wealth Management Current 

Comcast Corp. Charter/Comcast JV Current 

David’s Bridal Clayton, Dubilier & Rice Fund X 

LP 

Current 

 Clayton, Dubilier & Rice, LLC Current 

Deloitte & Touche LLP Clare Boardman and Adrian Peter 

Berry, as Joint Administrators of 

Mamas & Papas (Retail) 

Limited 

Current 

 Deloitte Consulting LLP Current 

 Deloitte LLP Current 

 Deloitte Tax LLP Current 

 Deloitte USA LLP Current 

Detroit Edison DTE Energy Company Closed 

DTE Energy Inc. 

District of Columbia Water & Sewer 

Authority 

DC Superior Court Domestic 

Relations Panel 

Current 

Washington D.C., Department of 

Employment Services, Office of 

Paid Family Leave 

 

Washington D.C., Office of Finance 

& Treasury 

 

Washington, D.C. 

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Name of Entity Searched Name of Entity and/or Affiliate of 

Entity, that is a K&E Client Status 

Dynegy Energy Services LLC Vistra Energy Corp. Current 

Eminent Inc. Eminent, Inc. d/b/a Revolve 

Clothing 

Closed 

ENGIE Insight Services Inc. ENGIE Energy Services Holdings 

Northeast LLC 

Former 

 ENGIE North America Inc. Closed 

 OpTerra Energy Group Closed 

Facebook Inc. Facebook Payments, Inc. Current 

 Facebook Services, Inc. Current 

 Facebook Technologies LLC Current 

 Facebook, Inc. Current 

Fair Oaks Mall Taubman Centers, Inc., Independent 

Directors of the Board of 

Directors 

Current 

Westfarms Mall Taubman Ventures Management Closed 

FirstEnergy Corp. FirstEnergy Corporation Closed 

Florida Power & Light Co. ClearSky Power & Technology 

Fund I LLC 

Closed 

 NextEra Energy Resources, LLC Current 

 NextEra Energy, Inc. Current 

Georgia, State of State of Georgia Current 

Georgia, State of, Department of 

Revenue 

 

Great American Group LLC B. Riley FBR, Inc. Current 

 Great American Group, LLC Closed 

Green Mountain Energy Co. NRG Bowline LLC Closed 

 NRG California North LLC Closed 

 NRG California South GP LLC Closed 

 NRG California South LP Closed 

 NRG Canal LLC Closed 

 NRG Chalk Point LLC Closed 

 NRG Clearfield Pipeline Company 

LLC 

Closed 

 NRG Delta LLC Closed 

 NRG ECA Pipeline LLC Closed 

 NRG Energy, Inc. Closed 

 NRG Florida GP, LLC Closed 

 NRG Florida LP Closed 

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Name of Entity Searched Name of Entity and/or Affiliate of 

Entity, that is a K&E Client Status 

 NRG Gibbons Road LLC Closed 

 NRG Lovett Development I LLC Closed 

 NRG Lovett LLC Closed 

 NRG MD Ash Management LLC Closed 

 NRG New York LLC Closed 

 NRG Northeast Generation, Inc. Closed 

 NRG Northeast Holdings, Inc. Closed 

 NRG Piney Point LLC Closed 

 NRG Potomac River LLC Closed 

 NRG Potrero LLC Current 

 NRG Power Generation Assets LLC Closed 

 NRG Power Generation LLC Closed 

 NRG Power Midwest GP LLC Closed 

 NRG Power Midwest LP Closed 

 NRG Sabine (Delaware), Inc. Closed 

 NRG Sabine (Texas), Inc. Closed 

 NRG San Gabriel Power Generation 

LLC 

Closed 

 NRG Tank Farm LLC Closed 

 NRG Wholesale Generation GP 

LLC 

Closed 

 NRG Wholesale Generation LP Closed 

 NRG Willow Pass LLC Closed 

Hilco Merchant Resources LLC Hilco Brands LLC Closed 

Hilco Trading LLC Hilco Global Current 

 Hilco Merchant Resources Closed 

 Hilco Real Estate LLC Closed 

 Hilco Trading, LLC Current 

Hudson Energy Services LLC Just Energy Group, Inc. Closed 

IBM Credit LLC IBM Canada Ltd. Closed 

 IBM Corporation Current 

 Red Hat, Inc. Current 

IKON Financial Services Jon Kossow Current 

Wells Fargo Bank NA Wells Fargo Securities LLC Current 

Wells Fargo NA 

Illinois, State of Illinois Executive Ethics 

Commission 

Current 

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Name of Entity Searched Name of Entity and/or Affiliate of 

Entity, that is a K&E Client Status 

Illinois, State of, Department of 

Revenue 

Illinois Torture Inquiry and Relief 

Commission 

Current 

 Office of the Governor, State of 

Illinois 

Current 

 Office of the Illinois Governor Closed 

J.C. Penney Corp. Inc. J. C. Penney Business Information 

Consulting (Shanghai) Co., Ltd. 

Current 

 J. C. Penney Corp. Inc. Current 

 J. C. Penney de Guatemala, 

Sociedad Anonimad 

Current 

 J. C. Penney de Honduras, S.A. Current 

 J. C. Penney Direct Marketing 

Services LLC 

Current 

 J. C. Penney Export Merchandising 

Corp. 

Current 

 J. C. Penney International Inc. Current 

 J. C. Penney Korea Current 

 J. C. Penney Properties LLC Current 

 J. C. Penney Properties, Inc. Current 

 J. C. Penney Purchasing Corp. Current 

 J. C. Penney Purchasing Hong Kong 

Limited 

Current 

 J. C. Penney Purchasing India 

Private Limited 

Current 

 J. C. Penney Services India Private 

Limited 

Current 

 J.C. Penney Company, Inc. Current 

 JCP Construction Services Inc. Current 

 JCP Media Inc. Current 

 JCP New Jersey LLC Current 

 JCP Procurement Inc. Current 

 JCP Real Estate Holdings LLC Current 

 JCP Real Estate Holdings, Inc. Current 

 JCP Realty LLC Current 

 JCP Telecom Systems Inc. Current 

 JCPenney Insurance Agency, Inc. Current 

 JCPenney Puerto Rico Inc. Current 

 JCPenney Services LLC Current 

 jcpSSC Inc. Current 

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Name of Entity Searched Name of Entity and/or Affiliate of 

Entity, that is a K&E Client Status 

Kate Spade & Co. Kate Spade & Co. Current 

Kellwood Co. Contemporary Lifestyle Group, 

LLC 

Current 

KPMG LLP KPMG (HK) Current 

 KPMG (Ireland) Closed 

 KPMG Auditores, S.L. Current 

 KPMG International Cooperative Current 

 KPMG Law Firm Current 

 KPMG LLP Current 

 KPMG LLP (Canada) Current 

 KPMG LLP (Singapore) Current 

Kurt Geiger Ltd. Cinven Capital Management (V) 

General Partner Limited 

Current 

 Cinven Capital Management (VI) 

General Partner Limited 

Current 

 Cinven Capital Management (VII) 

General Partner Limited 

Current 

 Deborah McAlpine Current 

Long Island Power Authority State of New York Current 

New York, State of 

New York, State of, Department of 

Taxation and Finance 

 

New York, State of, Department of 

Taxation and Finance, 

PrompTax Program 

 

Lucky Brand Bathing Suits Leonard Green & Partners LP Current 

Lucky Brand Dungarees LLC Lucky Brand Dungarees Inc. Current 

 Lucky Brand Dungarees LLC Current 

 Lucky Brand Dungarees Stores Inc. Current 

 Lucky Brand Dungarees Stores LLC Current 

 Lucky Brand LLC Current 

 Peter Nolan Closed 

MidAmerican Energy Co. Berkshire Hathaway Energy Co. Current 

Richline Group Inc. BNSF Railway Current 

 Precision Castparts Corp. Closed 

North Carolina, State of Philip E. Berger, as a former 

member of the North Carolina 

State Board of Elections 

Closed 

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Name of Entity Searched Name of Entity and/or Affiliate of 

Entity, that is a K&E Client Status 

North Carolina, State of, 

Department of Revenue 

State of North Carolina Closed 

 Timothy K. Moore, as a former 

member of the North Carolina 

State Board of Elections 

Closed 

OFI Carlyle Private Credit Fund Carlyle Asia Investment Advisors 

Limited 

Current 

TCG BDC II Inc. Carlyle Aviation Fund Management 

LLC 

Current 

TCG BDC Inc. Carlyle Energy Mezzanine 

Opportunities Fund II, L.P. 

Current 

 Carlyle Global Credit Investment 

Management LLC 

Former 

 Carlyle Group, The Current 

 Carlyle Infrastructure Fund, L.P. Current 

 Carlyle Investment Management 

LLC 

Closed 

 Carlyle Realty Partners III, L.P. Closed 

 Carlyle Realty Partners IV, L.P. Closed 

 Carlyle Realty Partners V, L.P. Closed 

 Carlyle Realty Partners, L.P. Closed 

 Rodney S. Cohen Current 

 The Carlyle Group Current 

 The Carlyle Group Europe - CEP IV 

Advisor S.a r.l. 

Closed 

Paige Premium Denim LLC Lion Capital LLP Current 

 Lion/Wrinkle Holdings, Inc. Current 

 Paige, LLC Current 

Pennsylvania, Commonwealth of Office of the General Counsel of 

Pennsylvania 

Current 

Pennsylvania, Commonwealth of, 

Department of Revenue 

Office of the Governor of 

Pennsylvania 

Current 

 Office of the Secretary of State of 

Pennsylvania 

Current 

 Pennsylvania Higher Education 

Assistance Agency 

Current 

PG&E Corp. Pacific Gas and Electric Company Current 

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Name of Entity Searched Name of Entity and/or Affiliate of 

Entity, that is a K&E Client Status 

Philadelphia Indemnity Insurance 

Co. 

HCC Insurance Holdings, Inc. Current 

 HCC Life Insurance Company Closed 

 HCC Specialty Insurance Company Closed 

 HCC Specialty Underwriters, Inc. Closed 

 Houston Casualty Company Closed 

PPL Electric Utilities Corp. LG&E and KU Energy LLC Current 

PricewaterhouseCoopers LLP Price Waterhouse & Co. S.R.L. Closed 

 PricewaterhouseCoopers Business 

Consulting (Shanghai) Co. Ltd. 

Closed 

 PricewaterhouseCoopers 

Consultores, Auditores y 

Compania Limitada 

Closed 

 PricewaterhouseCoopers Hong 

Kong Limited 

Closed 

 PricewaterhouseCoopers Limited Closed 

 PricewaterhouseCoopers LLP Current 

 PricewaterhouseCoopers LLP 

Ontario 

Current 

 PricewaterhouseCoopers Zhong 

Tian LLP 

Closed 

Public Service Co. of North 

Carolina 

Daniel Carro Former 

Virginia Electric and Power Co. Dominion Energy Questar 

Corporation 

Closed 

 Dominion Energy Services, Inc. Current 

 SCANA Corporation Closed 

Ridge Hill Mall QIC Group Holdings, LLC Current 

 QIC Holdings, Inc. Closed 

 QIC Intermediate Holdings, Inc. Closed 

Salant Corp. George Feldenkreis Closed 

 Oscar Feldenkreis Closed 

Silicon Valley Bank SVB Leerink LLC Current 

Starr Indemnity & Liability Co. Inc. Starr International Company, Inc. Closed 

 Starr Principal Holdings, LLC Current 

Stretto Bankruptcy Management Solutions, 

Inc. 

Closed 

 Stone Point Capital LLC Current 

 Stretto Current 

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Name of Entity Searched Name of Entity and/or Affiliate of 

Entity, that is a K&E Client Status 

SunEdison Inc. SunEdison, Inc. Closed 

Texas, State of Greg Abbott, as Governor of Texas Closed 

 State of Texas Closed 

USI Consulting Group Inc. Caisse de dépôt et placement du 

Québec 

Current 

USI Insurance Services LLC 

USI Consulting Group Inc. KKR Asia Limited Current 

USI Insurance Services LLC KKR Credit Advisors (EMEA) LLP Current 

 KKR Credit Advisors (Ireland) Closed 

 KKR Credit Advisors (UK) LLP Current 

 KKR Credit Advisors (US) LLC Current 

 KKR REPA AIV-2, L.P. Closed 

 Kohlberg Kravis Roberts & Co. LP Current 

 Pillarstone Europe LLP Closed 

Virginia, Commonwealth of M. Kirkland Cox Closed 

Virginia, Commonwealth of, 

Department of Taxation 

Virginia House of Delegates Closed 

Washington Gas WGL Holdings, Inc. Current 

Waste Management Inc. USA Waste of California, Inc. Closed 

Wisconsin, State of Wisconsin Legislature Closed 

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EXHIBIT C

van den Berg Declaration

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Steven N. Serajeddini, P.C. (admitted pro hac vice) Michael A. Condyles (VA 27807)

KIRKLAND & ELLIS LLP Peter J. Barrett (VA 46179)

KIRKLAND & ELLIS INTERNATIONAL LLP Jeremy S. Williams (VA 77469)

601 Lexington Avenue Brian H. Richardson (VA 92477)

New York, New York 10022 KUTAK ROCK LLP

Telephone: (212) 446-4800 901 East Byrd Street, Suite 1000

Facsimile: (212) 446-4900 Richmond, Virginia 23219-4071

Telephone: (804) 644-1700

-and- Facsimile: (804) 783-6192

David L. Eaton (admitted pro hac vice)

Jaimie Fedell (admitted pro hac vice)

KIRKLAND & ELLIS LLP

KIRKLAND & ELLIS INTERNATIONAL LLP

300 North La Salle Street

Chicago, Illinois 60654

Telephone: (312) 862-2000

Facsimile: (312) 862-2200

Proposed Co-Counsel to the Debtors and Debtors in Possession

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE EASTERN DISTRICT OF VIRGINIA

RICHMOND DIVISION

)

In re: ) Chapter 11

)

LE TOTE, INC., et al.,1 ) Case No. 20-33332 (KLP)

)

Debtors. ) (Jointly Administered)

)

DECLARATION OF MICHAEL O. VAN DEN BERG

IN SUPPORT OF THE DEBTOR’S APPLICATION 

FOR THE ENTRY OF AN ORDER AUTHORIZING THE 

RETENTION AND EMPLOYMENT OF KIRKLAND & ELLIS LLP AND 

KIRKLAND & ELLIS INTERNATIONAL LLP AS ATTORNEYS FOR THE 

DEBTORS AND DEBTORS IN POSSESSION EFFECTIVE AS OF AUGUST 2, 2020

I, Michael O. van den Berg, General Counsel of Le Tote, Inc. being duly sworn, state the 

following under penalty of perjury:

 1 A complete list of each of the Debtors in these chapter 11 cases may be obtained on the website of the Debtors’ 

claims and noticing agent at http://cases.stretto.com/LeTote. The location of the Debtors’ service address is 

250 Vesey Street, 22nd Floor, New York, New York 10281.

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2

1. I am the General Counsel of Le Tote, Inc. located at 250 Vesey Street, 22nd Floor,

New York, New York 10281.

2. I submit this declaration (the “Declaration”) in support of the Debtors’ Application 

for Entry of an Order Authorizing the Retention and Employment of Kirkland & Ellis LLP as 

Attorneys for the Debtors and Debtors in Possession Effective as of August 2, 2020 (the 

“Application”).2 Except as otherwise noted, I have personal knowledge of the matters set forth 

herein. 

The Debtors’ Selection of Counsel

3. The Debtors recognize that a comprehensive review process is necessary when 

selecting and managing chapter 11 counsel to ensure that bankruptcy professionals are subject to 

the same client-driven market forces, scrutiny, and accountability as professionals in 

non-bankruptcy engagements. 

4. To that end, the review process utilized by the Debtors here assessed potential 

counsel based on their expertise in the relevant legal issues and in similar proceedings. Kirkland 

advised the Debtors on previous corporate transaction efforts and is familiar with the Debtors’ 

business operations and many of the potential legal issues that may arise in the context of these 

chapter 11 cases.

5. Ultimately, the Debtors retained Kirkland because of its extensive experience in 

corporate reorganizations, both out-of-court and under chapter 11 of the Bankruptcy Code. More 

specifically, Kirkland is familiar with the Debtors’ business operations and many of the potential 

legal issues that may arise in the context of these chapter 11 cases. I believe that Kirkland is both 

 2 Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Application.

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3

well qualified and uniquely able to represent the Debtor in these chapter 11 cases in an efficient 

and timely manner.

Rate Structure

6. In my capacity as General Counsel, I am responsible for supervising outside 

counsel retained by the Debtors in the ordinary course of business. Kirkland has informed the 

Debtors that its rates for bankruptcy representations are comparable to the rates Kirkland charges 

for non-bankruptcy representations. As discussed below, I am also responsible for reviewing the 

statements regularly submitted by Kirkland, and can confirm that the rates Kirkland charged the 

Debtors in the prepetition period are the same as the rates Kirkland will charge the Debtors in the 

postpetition period. 

Cost Supervision

7. The Debtors have approved the prospective budget and staffing plan for the period 

from August 2, 2020 to November 2, 2020, recognizing that in the course of a large chapter 11 case 

like these chapter 11 cases, it is possible that there may be a number of unforeseen fees and 

expenses that will need to be addressed by the Debtors and Kirkland. The Debtors further 

recognize that it is their responsibility to monitor closely the billing practices of their counsel to 

ensure the fees and expenses paid by the estate remain consistent with the Debtors’ expectations 

and the exigencies of the chapter 11 cases. The Debtors will continue to review the statements 

that Kirkland regularly submits, and, together with Kirkland, amend the budget and staffing plans 

periodically, as the case develops.

8. As they did prepetition, the Debtors will continue to bring discipline, predictability, 

client involvement, and accountability to the counsel fees and expenses reimbursement process. 

While every chapter 11 case is unique, these budgets will provide guidance on the periods of time 

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involved the level of the attorneys and professionals that will work on various matters, and 

projections of average hourly rates for the attorneys and professionals for various matters. 

[Remainder of Page Intentionally Left Blank]

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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: August 24, 2020 Respectfully submitted,

/s/ Michael O. van den Berg

Name: Michael O. van den Berg

Title: General Counsel

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