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

Fill in this information to identify the case: 

United States Bankruptcy Court for the: 

Eastern District of Virginia 

(State) ☐ Check if this is an 

Case number (if known): Chapter 11 amended filing

 

Official Form 201 

Voluntary Petition for Non-Individuals Filing for 

Bankruptcy 04/20 

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

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

available. 

1. Debtor’s Name Le Tote, Inc. 

2. All other names debtor used 

in the last 8 years 

Strapless Inc. 

 Include any assumed names, 

trade names, and doing 

business as names 

3. Debtor’s federal Employer 

Identification Number (EIN) 45-5163722 

4. Debtor’s address Principal place of business 

250 Vesey Street, 22nd Floor 

Mailing address, if different from principal place 

of business 

Number Street 

Number Street 

New York, New York 10281 

P.O. Box 

City State Zip Code 

New York County 

City State Zip Code 

Location of principal assets, if different from 

principal place of business 

County Number Street 

City State Zip Code 

5. Debtor’s website (URL) www.letote.com 

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

☐ Partnership (excluding LLP)

☐ Other. Specify: 

 

Case 20-33332-KRH Doc 1 Filed 08/02/20 Entered 08/02/20 17:31:09 Desc Main

Document Page 1 of 25
Debtor Le Tote, Inc. Case number (if known)

 Name

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

7. Describe debtor’s business

A. Check One:

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

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

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

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

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

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

☒ None of the above

B. Check all that apply:

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

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

§ 80a-3)

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

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

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

5322 - Consumer Goods Rental

8. Under which chapter of the

Bankruptcy Code is the

debtor filing?

A debtor who is a “small

business debtor” must

check the first sub-box. A

debtor as defined in §

1182(1) who elects to

proceed under subchapter

V of chapter 11 (whether or

not the debtor is a “small

business debtor”) must

check the second sub-box.

Check One:

☐ Chapter 7

☐ Chapter 9

☒ Chapter 11. Check all that apply:

☐ The debtor is a small business debtor as defined in 11 U.S.C. § 101(51D), and its

aggregate noncontingent liquidated debts (excluding debts owed to insiders or

affiliates) are less than $2,725,625. If this sub-box is selected, attach the most recent

balance sheet, statement of operations, cash-flow statement, and federal income tax

return or if any of these documents do not exist, follow the procedure in 11 U.S.C. §

1116(1)(B).

☐ The debtor is a debtor as defined in 11 U.S.C. § 1182(1). Its aggregate noncontingent

liquidated debts (excluding debts owed to insiders or affiliates) are less than $7,500,000

and it chooses to proceed under Subchapter V of Chapter 11. If this sub-box is

selected, attach the most recent balance sheet, statement of operations, cash-flow

statement, and federal income tax return or if any of these documents do not exist,

follow the procedure in 11 U.S.C. § 1116(1)(B).

☒ A plan is being filed with this petition.

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

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

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

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

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

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

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

12b-2.

☐ Chapter 12

9. Were prior bankruptcy cases

filed by or against the debtor

within the last 8 years?

If more than 2 cases, attach a

separate list.

☒ No

☐ Yes. District When Case number

MM/DD/YYYY 

District When Case number 

MM/DD/YYYY 

10. Are any bankruptcy cases

pending or being filed by a

☐ No

☒ Yes. Debtor See Rider 1 Relationship Affiliate 

Case 20-33332-KRH Doc 1 Filed 08/02/20 Entered 08/02/20 17:31:09 Desc Main

Document Page 2 of 25
Debtor Le Tote, Inc. Case number (if known) Name

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

business partner or an 

affiliate of the debtor? 

List all cases. If more than 1, 

attach a separate list. 

District Eastern District of Virginia 

When 08/02/2020 

Case number, if known _______________________ 

MM / DD / YYYY 

11. Why is the case filed in this 

district? 

Check all that apply: 

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

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

district. 

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

12. Does the debtor own or have 

possession of any real 

property or personal property 

that needs immediate 

attention? 

☒ No 

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

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

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

 safety. 

 What is the hazard?

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

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

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

other options). 

☐ Other 

Where is the property? 

Number Street 

 

City State Zip Code 

Is the property insured?

☐ No 

☐ Yes. Insurance agency

 Contact name

 Phone 

Statistical and administrative information 

13. Debtor's estimation of 

available funds 

Check one: 

☒ Funds will be available for distribution to unsecured creditors. 

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

14. Estimated number of 

creditors1

☐ 1-49 ☐ 1,000-5,000 ☐ 25,001-50,000 

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

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

☒ 200-999 

 

1 The Debtors’ estimated assets, liabilities, and number of creditors noted here are provided on a consolidated basis.

Case 20-33332-KRH Doc 1 Filed 08/02/20 Entered 08/02/20 17:31:09 Desc Main

Document Page 3 of 25
Debtor Le Tote, Inc. Case number (if known) Name

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

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

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

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

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

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

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

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

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

Request for Relief, Declaration, and Signatures 

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

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

17. Declaration and signature of 

authorized representative of 

debtor 

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

petition. 

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

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

correct. 

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

Executed on 08/02/2020 

 MM/ DD / YYYY 

 /s/ Ed Kremer 

Signature of authorized representative of debtor Printed name 

 Title Chief Restructuring Officer 

18. Signature of attorney  /s/ Michael A. Condyles Date 08/02/2020 

Signature of attorney for debtor MM/DD/YYYY 

Michael A. Condyles 

Printed name 

Kutak Rock LLP 

Firm name 

901 East Byrd Street, Suite 1000 

Number Street 

Richmond Virginia 23219-4071 

City 

(804) 644-1700 

State ZIP Code 

michael.condyles@kutakrock.com 

Contact phone 

27807 Virginia 

Email address 

Bar number State

Doc ID: 11d4380b18f8da21f862de95ed71fee862ecbea2

Case 20-33332-KRH Doc 1 Filed 08/02/20 Entered 08/02/20 17:31:09 Desc Main

Document Page 4 of 25
Fill in this information to identify the case: 

United States Bankruptcy Court for the: , 

Eastern District of Virginia 

(State) ☐ Check if this is an 

Case number (if known): Chapter 11 amended filing

 

Rider 1 

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

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

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

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

case number assigned to the chapter 11 case of Le Tote, Inc. 

• Le Tote, Inc. 

• French Tote LLC 

• Le Tote, LLC 

• Lord & Taylor LLC 

• LT Card Company LLC 

Case 20-33332-KRH Doc 1 Filed 08/02/20 Entered 08/02/20 17:31:09 Desc Main

Document Page 5 of 25
IN THE UNITED STATES BANKRUPTCY COURT 

FOR THE EASTERN DISTRICT OF VIRGINIA 

RICHMOND DIVISION 

 ) 

In re: ) Chapter 11 

 ) 

LE TOTE, INC., ) Case No. 20-___________(___) 

 ) 

 Debtor. ) 

 ) 

LIST OF EQUITY SECURITY HOLDERS1

Debtor Equity Holders Address of Equity Holder Percentage Held 

Le Tote, Inc. 

2014 Kwatinetz 

Family Trust 

68 Mulberry Lane, Atherton, 

CA 94027 <1% 

500 Startups Unknown <1% 

500 Startups II L.P. 

814 Mission Street, 6th Floor 

San Francisco, CA 94103 <1% 

a16z Seed-III, LLC 

11 Madison Avenue, 15th 

Floor, New York, NY, 10010 <1% 

Accelerate FC Fund 

II LLC 

66 Ardmore Road, Larkspur, 

CA 94939 <1% 

Accelerate FC Fund 

III LLC 

2325 3rd St., Suite 434, San 

Francisco, CA 94107 <1% 

Accelerate FC Fund 

V LLC 

2325 3rd St., Suite 434, San 

Francisco, CA 94107 <1% 

Accelerate-IT 

Ventures Fund I, LP 

1268 Prospect Street, La Jolla, 

CA 92037 5.63% 

AG 2003 Trust 

U/A/D 10/20/03 Unknown <1% 

AITV Fashion, LP 

Attn: Brent Granado, 325 

Pacific Avenue, San Francisco, 

CA 94111 

2.63% 

Amy Ard 

3130 20th Street Suite 225, 

San Francisco, CA 94110 <1% 

Anand Swaminathan 

98 Rockaway Ave, San 

Francisco, CA 94127-1030 <1% 

AngelList-Tote-Fund, 

a Series of AngelList500-Funds, LLC 

2795 E Cottonwood Pkwy 

#610, Salt Lake City, UT 

84121 

<1% 

 

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

Bankruptcy Procedure. 

Case 20-33332-KRH Doc 1 Filed 08/02/20 Entered 08/02/20 17:31:09 Desc Main

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Rider 1 Page 2 

Arsenal Venture 

Partners II, L.P. 

750 S Orlando Ave, Ste 200, 

Winter Park, FL 32789 2.81% 

Arsenal Venture 

Partners IIA, L.P. 

750 S Orlando Ave, Ste 200, 

Winter Park, FL 32789 <1% 

Azure Capital 

Partners III, L.P. 

1050 Battery Street Suite 100, 

San Francisco, CA 94111 6.36% 

Azure Entrepreneurs 

III, L.P. 

1050 Battery Street Suite 100, 

San Francisco, CA 94111 1.42% 

BA-G1 S.C.A. 

412F Route d'EschL-1471 

Luxembourg (Lëtzebuerg) 3.04% 

Basset Investment 

Group LLC 

89 Summit Ave, 2nd Floor, 

Summit, NY 07901 <1% 

Brett Northart 

710 Clayton Street, Apt 4, San 

Francisco, CA 94117 6.70% 

Capital Partnership 

(MLB), L.P. 

7026 Old Katy Road, Suite 

274, Houston, TX 77024 <1% 

Catherine P. Loevner 

and Simon Hallett, 

Trustees of the David 

R. Loevner 

Irrevocable Trust 

UAD 7/9/2014 

Unknown <1% 

Charles Smith 

260 15th St., Brooklyn, NY 

11215 <1% 

Charlie Bowman 

c/o Le Tote, Inc. 3130 20th St. 

Ste., 225 San Francisco, CA 

94110 

<1% 

Cindy Hancock 

145 Pleasant View Drive, 

Pleasant Hill, CA 94523 <1% 

Colin Barceloux Unknown <1% 

Crimson Drive, LLC 

1 Bridge Plaza N, Suite 550, 

Fort Lee, NJ 07024 <1% 

Dan Hoffer Unknown <1% 

Danielle Morrill Unknown <1% 

David Loevner 

PO Box 285, Wilson, WY 

83014 <1% 

Dev X, LLC 

16 West 22nd Street, 6th Floor, 

New York, NY 10010 <1% 

Erik Karl Witte 

66 Ardmore Road, Larkspur, 

CA 94939 <1% 

Excellent Classical 

Limited Unknown 4.86% 

Fazal Rehmani Unknown <1% 

Case 20-33332-KRH Doc 1 Filed 08/02/20 Entered 08/02/20 17:31:09 Desc Main

Document Page 7 of 25
Rider 1 Page 2 

FiftySix Investments 

LLC 

56 Granada Court, Portola 

Valley, CA 94028 <1% 

Fish Creek Fiduciary 

Management, Inc., 

Trustee of the David 

R. Loevner 

Irrevocable Trust 

UAD 7/9/2014 

Unknown <1% 

Frederick R Wilson 

1999 Irrevocable 

Trust 

397 West 12th, New York, 

NY 10014 <1% 

FundersClub 99P 

LLC 

2325 3rd St., Suite 434, San 

Francisco, CA 94107 <1% 

FundersClub DC3 

LLC 

2325 3rd St., Suite 434, San 

Francisco, CA 94107 <1% 

FundersClub HGE 

LLC 

2325 3rd St., Suite 434, San 

Francisco, CA 94107 <1% 

GC Innovation II, 

LLC 

20 University Road, Suite 450, 

Cambridge, MA 02138 <1% 

GV 2013, L.P. 

1600 Amphitheatre Parkway 

Mountain View, CA 94043 <1% 

Hammer Projects 

Ltd. Unknown <1% 

HBC US Propco 

Holdings LLC 

225 Liberty Street, 31st Floor, 

New York, NY 10281 27.64% 

Hetal K. Shah, 

Trustee of The Hetal 

K. Shah 2016 Grantor 

Retained Annuity 

Trust – I 

2 Rousseau Street, San 

Francisco, CA 94112 <1% 

Hina Rehmani 

3380 Markridge Road, 

Sarasota, FL 34231 <1% 

Hugh O’Reilly 

1692 Massachusetts Avenue, 

Cambridge, MA 02138 <1% 

Hydrazine Capital, 

L.P. 

200 Brannan St., San 

Francisco, CA 94107 <1% 

J. Front Retailing 

Co., Ltd. 

Yanmar Tokyo-Bldg., 2-1-1 

Yaesu, Chuo-ku, Tokyo, Japan <1% 

Joseph Combs 

616 St Paul Ave., Los Angeles, 

CA 90017 <1% 

Joseph Ryan Darnell Unknown <1% 

Julia Cheung Unknown <1% 

Keld LLC 

717 University Avenue, 

Boulder, CO 80302 <1% 

Case 20-33332-KRH Doc 1 Filed 08/02/20 Entered 08/02/20 17:31:09 Desc Main

Document Page 8 of 25
Rider 1 Page 2 

Kingsway America 

Inc. 

150 Pierce Rd, 6th Floor, 

Itasca, Illinois 60143 <1% 

KIP Ace Fund (17) 

517 Yeongdong-daero 10F 

Asem Tower Gangnam-gu 

Seoul, 06164, Republic of 

Korea 

<1% 

KIP Core 

Competency 

Leverage Fund 

517 Yeongdong-daero 10F 

Asem Tower Gangnam-gu 

Seoul, 06164, Republic of 

Korea 

1.46% 

KIP Venture No. 15-

3 Fund 

517 Yeongdong-daero 10F 

Asem Tower Gangnam-gu 

Seoul, 06164, Republic of 

Korea 

<1% 

KIP Venture No. 15-

4 Fund 

517 Yeongdong-daero 10F 

Asem Tower Gangnam-gu 

Seoul, 06164, Republic of 

Korea 

<1% 

Kirk Loevner 

2100 Scott Street, San 

Francisco, CA 94115 <1% 

Kristen Benner 

429 Cabrillo Street #1, San 

Francisco CA 94110 <1% 

Lauren Miller 

3044 Pine St., San Francisco, 

CA 94115 <1% 

Lerer July 2013 III, 

LP 

560 Broadway, Suite 308, New 

York, NY 10012 1.40% 

Lerer July 2013 IIIA, LLC 560 Broadway, Suite 308, New 

York, NY 10012 <1% 

Lerer July 2013 III-B, 

LP 

560 Broadway, Suite 308, New 

York, NY 10012 <1% 

Lerer Ventures III, 

LP 

560 Broadway, Suite 308, New 

York, NY 10012 <1% 

Lerer Ventures III-A, 

LLC 

560 Broadway, Suite 308, New 

York, NY 10012 <1% 

Lerer Ventures III-B, 

LP 

560 Broadway, Suite 308, New 

York, NY 10012 <1% 

Maverick YC, Ltd. 

c/o Maverick Capital, Ltd 1900 

N. Pearl Street, 20th Floor, 

Dallas, TX 75201 

<1% 

McNamara Family 

Trust U/A DTD 

06/02/2005 

740 Stanford Avenue, Menlo 

Park, CA 94025 <1% 

Melanie Wong Unknown <1% 

Murray’s Partners, 

Ltd. 

c/o Loevner, PO Box 285 

Wilson, WY 83014-0285 <1% 

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Rider 1 Page 2 

Nancy Pierce 

717 University Avenue 

Boulder, CO 80302 <1% 

Naples Ventures, 

LLC 

8477 Bay Colony Dr., Naples, 

FL 34108 1.10% 

Nathaniel Justin Kan 

11 Haight St #9, San 

Francisco, CA 94102 <1% 

NextEquity Partners, 

LLC 

3000 Sand Hill Road, Suite 4-

140 Menlo Park, CA 94025 <1% 

Nicole Reina 

c/o Le Tote, Inc., 3130 20th St, 

Ste 225, San Francisco, CA 

94110 

<1% 

Paul Buchheit 

1540 Hillview Dr., Los Altos, 

CA 94024 <1% 

Paul Pettengill Unknown <1% 

Philip Yuen Unknown <1% 

Philippe Suchet 

425 Connecticut Street, San 

Francisco, CA 94107 <1% 

Rakesh Tondon 

2 Rousseau Street, San 

Francisco, CA 94112 5.98% 

Rakesh Tondon and 

Hetal K. Shah, 

Trustees, The Rakesh 

Tondon and Hetal K. 

Shah Revocable Trust 

2 Rousseau Street, San 

Francisco, CA 94112 <1% 

Rakesh Tondon, 

Trustee of The 

Rakesh Tondon 2016 

Grantor Retained 

Annuity Trust – I 

2 Rousseau Street, San 

Francisco, CA 94112 <1% 

Ralston Family Trust 

20 Keans Ave Sorrento Perth 

AU-QLD AU 6020 <1% 

Robert John Austin Unknown <1% 

Sanjit Fernandes 

Bakshi 

304, 601 Kingston Road, 

Toronto, Ontario, Canada 

M4E1R3 

<1% 

Sarah Crocker Unknown <1% 

Scott Borrero 

138 Jasper Hill Ct., San 

Ramon, CA 94582 <1% 

Scrum Ventures 

Fund, LP 

717 Market St. Suite 100, San 

Francisco, CA 94103 <1% 

Sherpa Ventures 

Fund, LP 

555 Mission Street, Suite 1850 

San Francisco, CA 94105 <1% 

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Document Page 10 of 25
Rider 1 Page 2 

Shirley Wu 

5434A Fulton Street, San 

Francisco, CA 94121 <1% 

SPG Le Tote, LLC 

225 West Washington Street, 

Indianapolis, Indiana 46204 3.03% 

Start Fund 2 LLC 

Tulloch & Co., 4 Hill Street, 

London W1J 5NE <1% 

Suman Bhattacharya Unknown <1% 

Sway Ventures 

Fashion II, LP 

325 Pacific Avenue, Suite 1, 

San Francisco, CA 94111 3.72% 

Target Chrome Ltd Unknown <1% 

The AG 2003 Trust Unknown <1% 

The Estate of Daniel 

David Fiszman 

KENDRIS Ltd Wengistrasse 1 

8021 Zurich Switzerland <1% 

The Sea Fund LLC 

810 7th Ave 7th Fl., New 

York, NY 10019 <1% 

Tikhon Bernstam 

144 Pacchetti Way, Mountain 

View, CA 94040 <1% 

TMT Investments 

PLC 

Queensway House, Hilgrove 

Street, St Helier, Jersey JE1 

1ES 

<1% 

Vijay Khare Unknown <1% 

Vishnu Nath 

8514 NE 123rd Place, 

Kirkland, WA 98034 <1% 

Y Combinator S2013, 

LLC 

51 Little Falls Drive, 

Wilmington, New Castle, DE 

19808 

1.33% 

Yang Wen Unknown <1% 

Zions SBIC, LLC 

One South Main Street, Salt 

Lake City, UT 84133 3.15% 

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Document Page 11 of 25
IN THE UNITED STATES BANKRUPTCY COURT 

FOR THE EASTERN DISTRICT OF VIRGINIA 

RICHMOND DIVISION 

 ) 

In re: ) Chapter 11 

 ) 

LE TOTE, INC., ) Case No. 20-___________(___) 

 ) 

 Debtor. ) 

 ) 

CORPORATE OWNERSHIP STATEMENT 

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

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

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

Shareholder Approximate Percentage of Shares Held 

HBC US Propco Holdings LLC 27.64% 

Case 20-33332-KRH Doc 1 Filed 08/02/20 Entered 08/02/20 17:31:09 Desc Main

Document Page 12 of 25
Official Form 204 Chapter 11 or Chapter 9 Cases: List of Creditors Who Have the 30 Largest Unsecured Claims page 1 

Fill in this information to identify the case: 

 

Debtor name Le Tote, Inc., et al. 

 

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

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

 

Official Form 204

Chapter 11 or Chapter 9 Cases: List of Creditors Who Have the 30 Largest 

Unsecured Claims and Are Not Insiders 12/15

A list of creditors holding the 30 largest unsecured claims must be filed in a Chapter 11 or Chapter 9 case. Include claims which the debtor 

disputes. Do not include claims by any person or entity who is an insider, as defined in 11 U.S.C. § 101(31). Also, do not include claims by 

secured creditors, unless the unsecured claim resulting from inadequate collateral value places the creditor among the holders of the 30 

largest unsecured claims. 

Name of creditor and complete 

mailing address, including zip code 

Name, telephone number, and 

email address of creditor 

contact 

Nature of the 

claim (for example, 

trade debts, bank 

loans, professional 

services, and 

government 

contracts)

Indicate if 

claim is 

contingent, 

unliquidated, 

or disputed 

Amount of unsecured claim 

If the claim is fully unsecured, fill in only unsecured 

claim amount. If claim is partially secured, fill in 

total claim amount and deduction for value of 

collateral or setoff to calculate unsecured claim. 

Total claim, if 

partially 

secured 

Deduction 

for value of 

collateral 

or setoff 

Unsecured 

claim 

1 LIQUIDITY CAPITAL II L.P. 

30 SHESHET HAYAMIM ST. 

BNEI BRAK, ISRAEL 

5120261 

UDI GVIRTS 

972-54-675-7723 

UDI@LIQUIDITYCAPITAL.COM 

Bank Debt $8,518,021.57 

2 G III LEATHER FASHIONS 

INC 

512 SEVENTH AVENUE 

NEW YORK, NY 10018 

Michelle Thiel 

732-230-4847 

michelle.thiel@g-iii.com 

Trade Payable $4,706,069.28 

3 POLO RALPH LAUREN 

CLOTHING 

P.O. BOX 4732 

CHURCH STREET STATION 

NEW YORK, NY 10249 

Edwin Breig 

(888) 674-8528 x5784 

ebreig@ralphlauren-ar.com 

Trade Payable $3,533,551.69 

4 MICHAEL KORS LLC 

11 W.42ND STREET 

NEW YORK, NY 10036 

Mandy Yee 

201.453.5058 

mandy.yee@michaelkors.com 

Trade Payable $2,119,299.68 

5 CRITEO CORP 

100 Avenue of the Americas 

5th Floor 

New York, NY 10013 

Ryan Damon 

contact@criteo.com 

1-646-410-0400, 

Trade Payable $1,323,415.76 

6 L'OREAL LANCOME 

P.O. BOX 751027 

CHARLOTTE, NC 28275 

Bruno Alyssa 

732-951-4416 

alyssa.bruno@loreal.com 

Trade Payable $1,167,411.17 

7 360I LLC 

JP MORGAN CHASELOCKBOX 

4 Chase Metrotech 7th Flr E 

Brooklyn, NY 11245 

Karla Figueroa 

+1 (212) 655 9895 x4 

kyfigueroa@sbgtv.com 

Trade Payable $1,146,632.34 

8 Facebook, Inc. 

15161 Collections Center 

Drive 

Chicago, IL 60693 

Maria Gonzales 

(512) 516-6101 

mtgonzales@fb.com 

Trade Payable $1,047,293.35 

Case 20-33332-KRH Doc 1 Filed 08/02/20 Entered 08/02/20 17:31:09 Desc Main

Document Page 13 of 25
Debtor Le Tote, Inc., et al. Case Number (if known) 

Name 

Official Form 204 Chapter 11 or Chapter 9 Cases: List of Creditors Who Have the 30 Largest Unsecured Claims Page 2 

Name of creditor and complete 

mailing address, including zip code 

Name, telephone number, and 

email address of creditor 

contact 

Nature of the 

claim (for example, 

trade debts, bank 

loans, professional 

services, and 

government 

contracts)

Indicate if 

claim is 

contingent, 

unliquidated, 

or disputed 

Amount of unsecured claim 

If the claim is fully unsecured, fill in only unsecured 

claim amount. If claim is partially secured, fill in 

total claim amount and deduction for value of 

collateral or setoff to calculate unsecured claim. 

Total claim, if 

partially 

secured 

Deduction 

for value of 

collateral 

or setoff 

Unsecured 

claim 

9 XCEL-CT MFG LLC 

1333 BROADWAY 

10TH FLOOR 

NEW YORK, NY 10018 

Karen Siew 

347-729-7801 

KSiew@xcelbrands.com 

Trade Payable $1,043,099.73 

10 XSCAPE EVENINGS LTD 

1412 BROADWAY 

SUITE 1406 

NEW YORK, NY 10018 

Vittoria Peralta 

212-302-3750 

vittoriaperalta@bbxco.com 

Trade Payable $1,040,607.19 

11 RALPH LAUREN 

CHILDRENWEAR 

P.O. BOX 1742 

CUMBERLAND, MD 21502 

Ariel Shiffer 

1-888-674-8528 

ashiffer@ralphlauren-ar.com 

Trade Payable $960,492.43 

12 Alvarez & Marsal Private 

Equity Performance 

Improvement Group, LLC 

600 Madison Avenue 

8th Floor 

New York, NY 10022 

Scott Coleman 

(212) 759-4433 

scoleman@alvarezandmarsal.

com 

Professional 

Services $828,744.00 

13 CALERES, INC 

51 WAKEFIELD STREET 

ROCHESTER, NH 03867 

Kate Tidyman 

314-854-2681 

ktidyman@caleres.com 

Trade Payable $772,520.99 

14 CHANEL INC 

876 CENTENNIAL AVENUE 

PISCATAWAY, NJ 08855 

Luz Parra 

+1 732 980 3866 

luz.parra@chanel.com 

Trade Payable $745,277.06 

15 SUPREME 

INTERNATIONAL CORP. 

1411 BROADWAY 

2ND FLOOR 

NEW YORK, NY 10018 

Henry Betsy 

+1 (305) 873-1017 

betsy.henry@pery.com 

Trade Payable $688,726.79 

16 Performance Team LLC 

2240 E MAPLE AVE 

EL SEGUNDO, CA 90245 

Nicole Kirk 

(424) 358-6940 

nicole.kirk@performanceteam

.net 

Trade Payable $590,190.00 

17 URBAN OUTFITTERS 

WHSL INC 

209 W 38TH STREET 

7TH FLOOR 

NEW YORK, NY 10018 

Kevin Redmond 

215-454-3850 

kredmond1@urbn.com 

Trade Payable $566,111.58 

18 BETSY N ADAM 

525 Fashion Ave. 

21st Floor 

NEW YORK, NY 10018 

Vittoria Peralta 

212-302-3750 

vittoriaperalta@bbxco.com 

Trade Payable $563,431.50 

19 STEVEN MADDEN LTD. 

52-16 BARNETT AVENUE 

LONG ISLAND CITY, NY 

11104 

Sunita Melaram 

718-308-2448 

sunitamelaram@stevemadde

n.com 

Trade Payable $557,199.52 

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Document Page 14 of 25
Debtor Le Tote, Inc., et al. Case Number (if known) 

Name 

Official Form 204 Chapter 11 or Chapter 9 Cases: List of Creditors Who Have the 30 Largest Unsecured Claims Page 3 

Name of creditor and complete 

mailing address, including zip code 

Name, telephone number, and 

email address of creditor 

contact 

Nature of the 

claim (for example, 

trade debts, bank 

loans, professional 

services, and 

government 

contracts)

Indicate if 

claim is 

contingent, 

unliquidated, 

or disputed 

Amount of unsecured claim 

If the claim is fully unsecured, fill in only unsecured 

claim amount. If claim is partially secured, fill in 

total claim amount and deduction for value of 

collateral or setoff to calculate unsecured claim. 

Total claim, if 

partially 

secured 

Deduction 

for value of 

collateral 

or setoff 

Unsecured 

claim 

20 ALEX APPAREL GROUP, 

INC. 

1400 BROADWAY 

10TH FLOOR 

NEW YORK, NY 10018 

Celia Bonifaz 

212-549-8515 

celia@alexevenings.com 

Trade Payable $553,657.61 

21 LUCKY BRAND BATHING 

SUITS 

214 WEST 39TH ST. 

RM 702 

NEW YORK, NY 10018 

Alicia Maes 

714.490.1313 ext#244 

aliciam@lunadabay.net 

Trade Payable $499,406.39 

22 TECH MAHINDRA LIMITED 

4965 PRESTON PARK 

BLVD S-500 

PLANO, TX 75093 

Vineet Vij, 

214-974-9907 

CONNECT@TECHMAHINDR

A.COM 

Trade Payable $495,381.20 

23 DESIGNER FRAGRANCE 

77 DEANS RHODE HALL 

ROAD 

MONMOUTH, NJ 08852 

Bruno Alyssa 

732-951-4416 

alyssa.bruno@loreal.com 

Trade Payable $489,523.39 

24 NIC + ZOE 

323 SPEEN STREET 

NATICK, MA 01760 

Andrea Ofgant 

508-545-8534 

aofgant@nicandzoe.com 

Trade Payable $451,372.70 

25 CHRISTIAN DIOR 

INTIMATES 

371 HOES LANE 

PISCATAWAY, NJ 08854 

Jo Ann Garland 

732-346-6887 

joann.garland@lvmhuspc.com 

Trade Payable $425,008.23 

26 FLIK INTERNATIONAL 

CORP 

P.O BOX 417632 

BOSTON, MA 02241-7632 

Evan Laspina 

516.236.1932 

Evan.Laspina@compassusa.com 

Trade Payable Disputed $423,976.50 

27 TOMMY BAHAMA 

1071 AVE OF THE 

AMERICA'S 

NEW YORK, NY 10018 

Priscilla Bryant 

404-454-4688 

pbryant@oxfordinc.com 

Trade Payable $408,779.75 

28 KIEHL'S SINCE 1851 

P.O. BOX 751535 

CHARLOTTE, NC 28275 

Nayaz Amina 

732-951-4416 

amina.nayaz@loreal.com 

Trade Payable $391,861.60 

29 PEERLESS CLOTHING INT. 

1290 SIXTH AVENUE 

NEW YORK, NY 10104 

Daniela Cascino 

514-593-9300 ext. 1442 

danielac@peerlessclothing.com 

Trade Payable $385,455.45 

30 ESTEE LAUDER INC. 

P.O. BOX 65509 

CHARLOTTE, NC 28202-

0000 

Heather Raimondi 

631-847-8468 

hraimond@estee.com 

Trade Payable $374,077.31 

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Document Page 15 of 25
Fill in this information to identify the case and this filing: 

Debtor Name Le Tote, Inc. 

 

United States Bankruptcy Court for the: Eastern District of Virginia 

 (State) 

Case number (If known): 

Official Form 202 

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

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

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

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

debtor, the identity of the document, and the date. Bankruptcy Rules 1008 and 9011. 

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

by fraud in connection with a bankruptcy case can result in fines up to $500,000 or imprisonment for up to 20 years, or both. 18 

U.S.C. §§ 152, 1341, 1519, and 3571.

Declaration and signature

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

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

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

and correct: 

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

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

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

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

☐ Schedule H: Codebtors (Official Form 206H) 

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

☐ Amended Schedule

☒ Chapter 11 or Chapter 9 Cases: List of Creditors Who Have the 30 Largest Unsecured Claims and Are Not Insiders 

(Official Form 204) 

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

Statement 

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

Executed on 

08/02/2020 

 /s/ 

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

Ed Kremer 

Printed name 

Chief Restructuring Officer 

Position or relationship to debtor 

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

Doc ID: 11d4380b18f8da21f862de95ed71fee862ecbea2

Case 20-33332-KRH Doc 1 Filed 08/02/20 Entered 08/02/20 17:31:09 Desc Main

Document Page 16 of 25
LE TOTE, INC.

July 30, 2020

I, Michael O. van den Berg, Corporate Secretary of Le Tote, Inc., a Delaware corporation (the 

“Company”), do herby certify the following:

1. I am the duly qualified and appointed Corporate Secretary of the Company.

2. Attached hereto as Exhibit A is a true, correct, and complete copy of the resolutions 

(the “Resolutions”) duly adopted by the board of directors of the Company, acting pursuant to 

the Company’s bylaws (as amended, amended and restated, modified, supplemented, or 

replaced from time to time, the “Bylaws”).

3. The Resolutions are not inconsistent with the Bylaws.

4. The Resolutions have not been amended, modified, repealed, or rescinded since adopted, and 

are in full force and effect on and as of the date hereof.

[Signature page follows]

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Document Page 17 of 25
 IN WITNESS WHEREOF, the undersigned has executed this certificate as of the date 

first written hereof. 

Name: Michael O. van den Berg 

Title: General Counsel and Corporate Secretary 

Case 20-33332-KRH Doc 1 Filed 08/02/20 Entered 08/02/20 17:31:09 Desc Main

Document Page 18 of 25
EXHIBIT A

Case 20-33332-KRH Doc 1 Filed 08/02/20 Entered 08/02/20 17:31:09 Desc Main

Document Page 19 of 25
RESOLUTIONS

OF THE BOARD OF DIRECTORS OF LE TOTE, INC.

July 30, 2020

WHEREAS, a telephonic meeting (the “Meeting”) of the Board of Directors (the 

“Board”) of Le Tote, Inc. (“Le Tote”), a Delaware Corporation, acting on behalf of:

1) Le Tote, in its own capacity and in its capacity as managing member of French Tote 

LLC, a Delaware limited liability company (“French Tote”);

2) French Tote, in its own capacity and in its capacity as the managing member of

(a) Le Tote, LLC, a Delaware limited liability company, and (b) Lord & Taylor, 

LLC, a Delaware limited liability company (“Lord & Taylor”);

3) Lord & Taylor, in its own capacity and in its capacity as the managing member of 

LT Card Company, LLC, a Virginia limited liability company (“LTCC,” and 

collectively with Le Tote, French Tote, Le Tote, LLC, and Lord & Taylor, 

the “Companies” or each, a “Company”); and

4) Le Tote, LLC and LTCC, each in its own capacity,

was concluded on July 30, 2020.

WHEREAS, the Board hereby consents, pursuant to the articles of incorporation, bylaws, 

limited liability company agreement, limited partnership agreement, or similar document (in each 

case as amended or amended and restated to date) of each Company (the “Governing Document”), 

to the taking of the following actions and the adoption of the following recitals and resolutions 

(the “Resolutions”), and to the waiver of all notices and the holding of a meeting for the purpose 

of considering the same:

Chapter 11 Filing

WHEREAS, the Board has considered presentations by management (the “Management”)

and the financial and legal advisors (collectively, the “Advisors”) of the Companies regarding the 

liabilities and liquidity situation of the Companies, the strategic alternatives available to the 

Companies, and the effect of the foregoing on such entities’ businesses;

WHEREAS, the Board discussed the foregoing with Management and the Advisors of the 

Companies and the Board has fully considered each of the strategic alternatives available to each 

Company and has determined, in the reasonable business judgment of the Board, that the following 

Resolutions are in the best interests of the Companies and their respective equityholders, creditors 

and other parties in interest;

NOW, THEREFORE, BE IT,

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

the Companies, their creditors, and other parties in interest, that each such entity shall be and 

Case 20-33332-KRH Doc 1 Filed 08/02/20 Entered 08/02/20 17:31:09 Desc Main

Document Page 20 of 25
hereby is authorized to file or cause to be filed a voluntary petition for relief (such voluntary 

petition and the voluntary petitions to be filed, collectively, the “Chapter 11 Cases”) under the 

provisions of chapter 11 of title 11 of the United States Code, 11 U.S.C. §§ 101–1532

(the “Bankruptcy Code”) in the United States Bankruptcy Court for the Eastern District of Virginia

(the “Bankruptcy Court”) or other court of competent jurisdiction.

RESOLVED, that the Chief Restructuring Officer, Chief Financial Officer, General 

Counsel, Secretary, any Executive Vice President, any Senior Vice President, any Vice President, 

or any other duly appointed officer of the Companies (each, an “Authorized Signatory”), acting 

alone or with one or more other Authorized Signatory be, and each of them hereby is, authorized, 

empowered, and directed to execute and file on behalf of the Companies all petitions, schedules, 

lists, and other motions, pleadings, papers, or documents (including the filing of financing 

statements), and to take any and all action that they deem necessary, appropriate, or desirable to 

obtain such relief, including, without limitation, any action necessary, appropriate, or desirable to 

maintain the ordinary course operation of the Companies’ business.

Filing of the Chapter 11 Plan

WHEREAS, the Company, with the assistance of Management and the Advisors, has 

formulated a plan of reorganization under chapter 11 of the Bankruptcy Code (as amended or 

restated from time to time, the “Plan”) and a disclosure statement with all related exhibits thereto 

(as amended or restated from time to time, the “Disclosure Statement”);

WHEREAS, the Board has had the opportunity to review the Plan and Disclosure 

Statement and has had the opportunity to consult with the Advisors concerning the Plan and 

Disclosure Statement;

WHEREAS, in the business judgment of the Board it is desirable and in the best interests

of each Company, its creditors, and other stakeholders that the Company file the Plan and 

Disclosure Statement with the Bankruptcy Court, amend or restate the Plan and/or Disclosure 

Statement from time to time as may be necessary in the reasonable business judgment of the 

Authorized Signatories, and seek confirmation of the Plan;

NOW, THEREFORE, BE IT,

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

interests of each Company, its creditors, and other stakeholders that the Authorized Signatories 

file or cause to be filed the Plan, the Disclosure Statement, and all other papers or documents

(including any amendments) related thereto, and to take any and all actions that they deem 

necessary or appropriate to pursue confirmation and consummation of a plan of reorganization 

materially consistent with the Plan.

RESOLVED, that the Authorized Signatories acting alone or with one or more other 

Authorized Signatories be, and each of them hereby is, authorized, empowered, and directed, 

together with the Advisors, to file all other documents deemed necessary to confirm a plan of 

reorganization materially consistent with the Plan, including, but not limited to, any amendments 

to, and modifications of, the Plan and the Disclosure Statement.

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Document Page 21 of 25
RESOLVED, that the Authorized Signatories acting alone or with one or more other 

Authorized Signatory be, and each of them hereby is, authorized, empowered, and directed to 

execute and file on behalf of the Companies, and they hereby are, authorized, empowered and 

directed to take or cause to be taken any and all such other and further action, and to execute, 

acknowledge, deliver, and file any and all such instruments as each, in his or her discretion, may 

deem necessary or advisable in order to consummate the Plan if confirmed by the Bankruptcy 

Court.

Retention of Professionals

RESOLVED, that the Authorized Signatories acting alone or with one or more other 

Authorized Signatories be, and each of them hereby is, authorized, empowered and directed to 

employ the law firm of Kirkland & Ellis LLP (“Kirkland”), as the Companies’ counsel, to represent 

and assist the Companies in carrying out their duties under the Bankruptcy Code and to take any 

and all actions to advance the Companies’ rights and remedies, including filing any pleadings and 

conducting any potential sale process on behalf of each Company; and, in connection therewith, 

each Authorized Signatory, with power of delegation, is hereby authorized, empowered and 

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

filed an appropriate application for authority to retain Kirkland in accordance with applicable law.

RESOLVED, that the Authorized Signatories acting alone or with one or more other 

Authorized Signatories be, and each of them hereby is, authorized, empowered and directed to 

employ the law firm of Kutak Rock LLP (“Kutak”), as the Companies’ local counsel, to represent 

and assist the Companies in carrying out their duties under the Bankruptcy Code and to take any 

and all actions to advance the Companies’ rights and remedies, including filing any pleadings and 

conducting any potential sale process on behalf of each Company; and, in connection therewith, 

each Authorized Signatory, with power of delegation, is hereby authorized, empowered and 

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

filed an appropriate application for authority to retain Kutak in accordance with applicable law.

RESOLVED, that the Authorized Signatories acting alone or with one or more other 

Authorized Signatories be, and each of them hereby is, authorized, empowered and directed to 

employ the firm of Berkeley Research Group, LLC (“BRG”), as the Companies’ financial advisor, 

to represent and assist the Companies in carrying out their duties under the Bankruptcy Code, and 

to take any and all actions to advance the Companies’ rights and remedies; and, in connection 

therewith, each Authorized Signatory is, with power of delegation, hereby authorized, empowered 

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

to be filed an appropriate application for authority to retain BRG in accordance with applicable 

law.

RESOLVED, that the Authorized Signatories acting alone or with one or more other 

Authorized Signatories be, and each of them hereby is, authorized, empowered and directed to 

employ the firm of Nfluence Partners (“Nfluence”), as the Companies’ investment banker, to 

represent and assist the Companies in carrying out their duties under the Bankruptcy Code, and to 

take any and all actions to advance the Companies’ rights and remedies; and, in connection 

therewith, each Authorized Signatory is, with power of delegation, hereby authorized, empowered 

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

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Document Page 22 of 25
to be filed an appropriate application for authority to retain Nfluence in accordance with applicable 

law.

RESOLVED, that the Authorized Signatories acting alone or with one or more other 

Authorized Signatories be, and each of them hereby is, authorized, empowered and directed to 

employ the firm of Bankruptcy Management Solutions, Inc. d/b/a Stretto (“Stretto”), as the 

Companies’ notice, claims, and balloting agent and as administrative advisor, to represent and 

assist the Companies in carrying out their duties under the Bankruptcy Code, and to take any and 

all actions to advance the Companies’ rights and remedies; and, in connection therewith, each 

Authorized Signatory, with power of delegation, is hereby authorized, empowered and directed to 

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

appropriate application for authority to retain Stretto in accordance with applicable law.

RESOLVED, that the Authorized Signatories acting alone or with one or more other 

Authorized Signatories be, and each of them hereby is, authorized, empowered and directed to 

employ any other professionals to assist the Companies in carrying out their duties under the 

Bankruptcy Code; and, in connection therewith, each Authorized Signatory, with power of 

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

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

authority to retain the services of any other professionals as necessary, appropriate, or desirable, 

including (without limitation) special counsel to the extent determined necessary, appropriate, or 

desirable.

RESOLVED, that the Authorized Signatories acting alone or with one or more other 

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

empowered, and directed to execute and file all petitions, schedules, motions, lists, applications, 

pleadings, and other papers and, in connection therewith, to employ and retain legal counsel, 

accountants, financial advisors, restructuring advisors, and other professionals and to take and 

perform any and all further acts and deeds that each Authorized Signatory deem necessary, 

appropriate, or desirable in connection with the Chapter 11 Cases.

Cash Collateral and Adequate Protection

WHEREAS, the Companies are party to that certain Credit Agreement, dated as of 

November 8, 2019 (as amended by Amendment No. 1 to the Credit Agreement, dated as of 

January 9, 2020, and Amendment No. 2 to the Credit Agreement, dated as of March 23, 2020),

providing access to a revolving credit facility, by and among Le Tote, as lead borrower, French 

Tote, Le Tote, LLC, and Lord & Taylor, as additional borrowers, and LTCC, as guarantor, Wells 

Fargo Bank, National Association, as administrative and collateral agent, and each of the lenders 

from time to time party thereto (as may be amended from time to time, the “ABL Credit Facility”);

WHEREAS, the Companies are party to that certain Term Loan Agreement, dated as of 

November 8, 2019 (as amended by Amendment No. 1 to the Term Loan Agreement, dated as of 

January 9, 2020, and Amendment No. 2 to the Term Loan Agreement, dated as of March 23, 2020), 

providing access to a term loan credit facility, by and among Le Tote, as lead borrower, French 

Tote, Le Tote, LLC, and Lord & Taylor, as additional borrowers, and LTCC as guarantor, TCG 

Case 20-33332-KRH Doc 1 Filed 08/02/20 Entered 08/02/20 17:31:09 Desc Main

Document Page 23 of 25
BDC, Inc., as administrative agent and collateral agent, and each of the lenders from time to time 

party thereto (as may be amended from time to time, the “Term Loan Credit Facility”); and

WHEREAS, certain of the Companies are party to that certain Promissory Note, dated as 

of November 8, 2019, by and among Le Tote, as borrower, and HBC US Propco Holdings LLC,

as seller (the “Seller Note”).

NOW, THEREFORE, BE IT,

RESOLVED, that each Company will obtain benefits from the use of collateral, including 

cash collateral, as that term is defined in section 363(a) of the Bankruptcy Code (the “Cash 

Collateral”), which is security for certain prepetition secured parties (collectively, the “Prepetition

Secured Parties”) under the ABL Credit Facility, the Term Loan Credit Facility, and the Seller 

Note.

RESOLVED, that in order to use and obtain the benefits of the Cash Collateral, and in 

accordance with section 363 of the Bankruptcy Code, each Company will provide certain liens, 

claims, and adequate protection to the Prepetition Secured Lenders (the “Adequate Protection 

Obligations”) as documented in a proposed order in interim and final form, as applicable (the 

“Cash Collateral Order”) and to be submitted for approval to the Bankruptcy Court.

RESOLVED, that the form, terms, and provisions of the Cash Collateral Order to which 

each Company is or will be subject, and the actions and transactions contemplated thereby be, and 

hereby are authorized, adopted, and approved, and that the Authorized Signatories acting alone or 

with one or more other Authorized Signatories be, and each of them hereby is, authorized and 

empowered, in the name of and on behalf of each Company, to take such actions and negotiate or 

cause to be prepared and negotiated and to execute, deliver, perform, and cause the performance 

of, the Cash Collateral Order, and such other agreements, certificates, instruments, receipts, 

petitions, motions, or other papers or documents to which each Company is or will be a party, 

including, but not limited to, any security and pledge agreement or guaranty agreement 

(collectively with the Cash Collateral Order, the “Cash Collateral Documents”), incur and pay or 

cause to be paid all fees and expenses and engage such persons, in each case, in the form or 

substantially in the form thereof submitted to the Companies, with such changes, additions, and 

modifications thereto as the officers of each Company executing the same shall approve, such 

approval to be conclusively evidenced by such officers’ execution and delivery thereof.

RESOLVED, that each Company, as a debtor and debtor in possession under the 

Bankruptcy Code be, and hereby is, authorized to incur the Adequate Protection Obligations and 

certain obligations related to the Cash Collateral and to undertake any and all related transactions 

on substantially the same terms as contemplated under the Cash Collateral Documents 

(collectively, the “Cash Collateral Transactions”), including granting liens on its assets to secure 

such obligations.

RESOLVED, that the Authorized Signatories acting alone or with one or more other 

Authorized Signatories be, and each of them hereby is, authorized, directed, and empowered in the 

name of, and on behalf of, each Company, as a debtor and debtor in possession, to take such actions 

as in their discretion is determined to be necessary, desirable, or appropriate and execute the Cash 

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Document Page 24 of 25
Collateral Transactions, including delivery of: (a) the Cash Collateral Documents; (b) such other 

instruments, certificates, notices, assignments, and documents as may be reasonably requested by 

the agents; and (c) such forms of deposit, account control agreements, officer’s certificates, and 

compliance certificates as may be required by the Cash Collateral Documents.

RESOLVED, that the Authorized Signatories acting alone or with one or more other 

Authorized Signatories be, and each of them hereby is, authorized, directed, and empowered in the 

name of, and on behalf of, each Company to take all such further actions, including, without 

limitation, to pay or approve the payment of all fees and expenses payable in connection with the 

Cash Collateral Transactions and all fees and expenses incurred by or on behalf of each Company

in connection with the foregoing Resolutions, in accordance with the terms of the Cash Collateral 

Documents, which shall in their sole judgment be necessary, desirable, proper, or advisable to 

perform any of each Company’s obligations under or in connection with the Cash Collateral Order 

or any of the other Cash Collateral Documents and the transactions contemplated therein and to 

carry out fully the intent of the foregoing Resolutions.

General

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

Authorized Signatories, the Authorized Signatories acting alone or with one or more other 

Authorized Signatories be, and each of them hereby is, authorized and empowered, in the name of 

and on behalf of the Companies, to take or cause to be taken any and all such other and further 

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

instruments, and other documents and to pay all expenses, in each case as in such Authorized 

Signatory’s judgment, shall be necessary, appropriate, or desirable in order to fully carry out the 

intent and accomplish the purposes of the Resolutions adopted herein.

RESOLVED, that the Board has received sufficient notice of the actions and transactions 

relating to the matters contemplated by the foregoing Resolutions, as may be required by the 

Governing Documents of the Companies, or hereby waives any right to have received such notice.

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

by the foregoing resolutions done in the name of and on behalf of the Companies, which acts would 

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

adoption of these Resolutions, are hereby in all respects approved and ratified as the true acts and 

deeds of the Companies with the same force and effect as if each such act, transaction, agreement 

or certificate has been specifically authorized in advance by resolution of the Board.

RESOLVED, that the Authorized Signatories(and their authorized designees or delegates) 

acting alone or with one or more other Authorized Signatories be, and each of them hereby is, 

authorized and empowered to take all actions or to not take any action in the name of the 

Companies with respect to the transactions contemplated by these Resolutions hereunder, as such 

Authorized Signatory shall deem necessary or desirable in such Authorized Signatory’s reasonable 

business judgment to effectuate the purposes of the transactions contemplated herein. 

* * * * *

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