Case CSS Doc 457 Filed 02/21/18 Page 1 of 3 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

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1 Case CSS Doc 457 Filed 02/21/18 Page 1 of 3 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Chapter 11 CHARMING CHARLIE HOLDINGS INC., et al., 1 Case No (CSS Debtors. (Jointly Administered Related to Docket No. 397 CERTIFICATION OF COUNSEL The undersigned hereby certifies that: 1. On February 2, 2018, the debtors and debtors in possession (collectively, the Debtors, in the above-captioned cases, filed the Debtors Application for Entry of an Order Authorizing the Retention and Employment of Thornton Grout Finnigan LLP as Canadian Insolvency Counsel for the Debtors and Debtors in Possession Nunc Pro Tunc to January 29, 2018 [Docket No. 397] (the Application The undersigned further certifies that the objection deadline to the Application was set for February 16, The undersigned further certifies that the Debtors discussed certain time sensitive issues surrounding the Application with the Office of the United States Trustee (the UST and received informal comments to the proposed order from the UST to address such issues. 1 2 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor s federal tax identification number, include: Charming Charlie Canada LLC (0693; Charming Charlie Holdings Inc. (6139; Charming Charlie International LLC (5887; Charming Charlie LLC (0263; Charming Charlie Manhattan LLC (7408; Charming Charlie USA, Inc. (3973; and Poseidon Partners CMS Inc. (3302. The location of the Debtors service address is: 6001 Savoy Drive, Houston, Texas Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Application. PHIL v.1

2 Case CSS Doc 457 Filed 02/21/18 Page 2 of 3 4. The undersigned further certifies that he has reviewed the docket and no response to the Application appears thereon. 5. The undersigned further certifies that as a result of the comments from the UST, the Debtors have revised the proposed order submitted with the Application to grant the relief requested in the Application. Attached hereto as Exhibit A is a revised agreed order incorporating the UST comments (the Proposed Order. A blackline reflecting the changes between the Proposed Order and the version originally submitted with the Application is attached hereto as Exhibit B. 6. The undersigned has circulated the Proposed Order to the UST, which does not oppose the entry of the Proposed Order. 7. Accordingly, the Debtors respectfully request entry of the Proposed Order attached hereto as Exhibit A at the Court s convenience. [The remainder of this page is intentionally left blank.] PHIL v.1

3 Case CSS Doc 457 Filed 02/21/18 Page 3 of 3 Dated: February 21, 2018 /s/ Michael W. Yurkewicz Wilmington, Delaware Domenic E. Pacitti (DE Bar No Michael W. Yurkewicz (DE Bar No KLEHR HARRISON HARVEY BRANZBURG LLP 919 N. Market Street, Suite 1000 Wilmington, Delaware Telephone: ( Facsimile: ( and - Morton Branzburg (admitted pro hac vice KLEHR HARRISON HARVEY BRANZBURG LLP 1835 Market Street, Suite 1400 Philadelphia, Pennsylvania Telephone: ( Facsimile: ( Joshua A. Sussberg, P.C. (admitted pro hac vice Christopher T. Greco (admitted pro hac vice Aparna Yenamandra (admitted pro hac vice KIRKLAND & ELLIS LLP 601 Lexington Avenue New York, New York Telephone: ( Facsimile: ( and- -and- James H.M. Sprayregen, P.C. KIRKLAND & ELLIS LLP 300 North LaSalle Chicago, Illinois Telephone: ( Facsimile: ( Proposed Co-Counsel for the Debtors and Debtors in Possession PHIL v.1

4 Case CSS Doc Filed 02/21/18 Page 1 of 14 EXHBIT A Proposed Order PHIL v.1

5 Case CSS Doc Filed 02/21/18 Page 2 of 14 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Chapter 11 CHARMING CHARLIE HOLDINGS INC., et al., 1 Case No (CSS Debtors. (Jointly Administered Related to Docket No. 397 ORDER AUTHORIZING THE RETENTION AND EMPLOYMENT OF THORNTON GROUT FINNIGAN LLP AS CANADIAN INSOLVENCY COUNSEL TO THE DEBTORS AND DEBTORS IN POSSESSION EFFECTIVE NUNC PRO TUNC TO JANUARY 29, 2018 Upon the application (the Application 2 of the above-captioned debtors and debtors in possession (collectively, the Debtors for an order pursuant to sections 327(a, 328(a and 1107(b of title 11 of the United States Code (the Bankruptcy Code, Rule 2014 of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules and Rule (f of the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of Delaware (the Local Rules, annexed to the Application as Exhibit A, authorizing the Debtors to retain the firm of Thornton Grout Finnigan LLP ( TGF under a general retainer as Canadian insolvency counsel in their cases as of January 29, 2018; and upon the Declaration of D.J. Miller in Support of the Debtors Application for Entry of an Order Authorizing the Retention and Employment of Thornton Grout Finnigan LLP as Canadian Insolvency Counsel to Debtors and 1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor s federal tax identification number, include: Charming Charlie Canada LLC (0693; Charming Charlie Holdings Inc. (6139; Charming Charlie International LLC (5887; Charming Charlie LLC (0263; Charming Charlie Manhattan LLC (7408; Charming Charlie USA, Inc. (3973; and Poseidon Partners CMS, Inc. (3302. The location of the Debtors service address is: 6001 Savoy Drive, Houston, Texas Unless otherwise defined, capitalized terms used herein shall have the meanings ascribed to them in the Application or Miller Declaration, as applicable. PHIL v.2-1 -

6 Case CSS Doc Filed 02/21/18 Page 3 of 14 Debtors in Possession, annexed to the Application as Exhibit B; and upon the Declaration of Robert Adamek, annexed to the Application as Exhibit C; and due and adequate notice of the Application having been given; and it appearing that no other or further notice need be provided; and the Court being satisfied that TGF is a disinterested person as such term is defined under section 101(14, as qualified by section 1107(b, of the Bankruptcy Code; and it appearing that the relief requested by the Application is in the best interests of the Debtors estates, their creditors and other parties in interest; 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 nunc pro tunc to January 29, 2018 and in accordance with the terms and conditions set forth in the Application and the Engagement Letter attached hereto as Exhibit Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Application. 3. In accordance with section 327(a of the Bankruptcy Code and, with respect to TGF s hourly rates, section 328(a of the Bankruptcy Code, Bankruptcy Rule 2014 and Local Rule , the Debtors are hereby authorized to employ and retain TGF as their Canadian insolvency counsel, under a general retainer, in accordance with the professional services as described in the Application and the Engagement Letter. 4. Compensation and reimbursement of expenses of TGF shall be sought upon, and paid only upon an order granting, a proper application pursuant to sections 330 and 331 of the Bankruptcy Code, as the case may be, and the applicable Bankruptcy Rules, Local Rules and fee and expense guidelines of this Court. TGF also intends to make a reasonable effort to comply PHIL v.2

7 Case CSS Doc Filed 02/21/18 Page 4 of 14 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 TGF in these chapter 11 cases. 5. TGF shall provide ten business days notice to the Debtors, the U.S. Trustee, and any official 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 Debtors, the U.S. Trustee, any official committee and all parties in interest retain 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. 6. TGF is authorized to provide the following professional services to the Debtors: (a (b (c (d (e prepare, on behalf of the Debtors, as debtors in possession, all necessary applications, motions, court materials, orders, reports and papers in connection with the Canadian Recognition Proceedings; provide the Debtors with advice and represent the Debtors in the Canadian Recognition Proceedings; represent and advise the Debtors in negotiations with their creditors in Canada; appear before the Canadian courts on behalf of the Debtors; and perform all other necessary or requested legal services in connection with the Canadian Recognition Proceedings. 7. Notwithstanding anything to the contrary in the Application, the Engagement Letter, the Declarations attached to the Application, or any order entered in connection therewith, TGF shall not seek reimbursement of expenses for office supplies PHIL v.2

8 Case CSS Doc Filed 02/21/18 Page 5 of 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 TGF s fee applications under the Bankruptcy Code are not approved pending further order of the Court. 9. Notwithstanding anything to the contrary in the Application, the Engagement Letter, the Declarations attached to the Application, or any order entered in connection therewith, the Debtors are permitted to pay a vendor directly for certain expenses when such manner of payment would in the Debtors business judgment expedite the provision of time-sensitive services; provided that such expenses are detailed in a separate exhibit to the next application for compensation pursuant to sections 330 and 331 of the Bankruptcy Code and identified as expenses paid directly by the Debtors. 10. TGF shall not charge a markup to the Debtors with respect to fees billed by contract attorneys who are employed by outside agencies that contract with TGF to provide services to the Debtors without prior agreement of the U.S. Trustee or further order of this Court. TGF 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. For the avoidance of doubt, TGF shall not share fees with existing or future contract attorneys who are employed by outside agencies that contract with TGF and that advise on the Debtors chapter 11 cases or enter into fee sharing arrangements with such contract attorneys without prior agreement of the U.S. Trustee or further order of this Court PHIL v.2

9 Case CSS Doc Filed 02/21/18 Page 6 of TGF shall use its reasonable best efforts to avoid duplication of services provided to the Debtors in these chapter 11 cases. 12. The Debtors and TGF are authorized to take all actions necessary to effectuate the relief granted pursuant to this Order in accordance with the Application. 13. Notice of the Application as provided therein is deemed to be good and sufficient notice of such Application, and the requirements of the Local Rules are satisfied by the contents of the Application. 14. To the extent the Application, the Miller Declaration, the Adamek Declaration, or the Engagement Letter are inconsistent with this Order, the terms of this Order shall govern. 15. The terms and conditions of this Order shall be immediately effective and enforceable upon its entry. 16. The Debtors and TGF are authorized to take all actions necessary to effectuate the relief granted in this Order in accordance with the Application. 17. This Court retains exclusive jurisdiction with respect to all matters arising from or related to the implementation, interpretation, and enforcement of this Order. Dated: February, 2018 HONORABLE CHRISTOPHER C. SONTCHI UNITED STATES BANKRUPTCY JUDGE PHIL v.2

10 Case CSS Doc Filed 02/21/18 Page 7 of 14 EXHIBIT 1 Engagement Letter PHIL v.2-1 -

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18 Case CSS Doc Filed 02/21/18 Page 1 of 8 EXHBIT B Blackline of Proposed Order PHIL v.1

19 Case CSS Doc Filed 02/21/18 Page 2 of 8 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Chapter 11 CHARMING CHARLIE HOLDINGS INC., et al., 1 Case No (CSS Debtors. (Jointly Administered Related to Docket No. 397 ORDER AUTHORIZING THE RETENTION AND EMPLOYMENT OF THORNTON GROUT FINNIGAN LLP AS CANADIAN INSOLVENCY COUNSEL TO THE DEBTORS AND DEBTORS IN POSSESSION EFFECTIVE NUNC PRO TUNC TO JANUARY 29, 2018 Upon the application (the Application 2 of the above-captioned debtors and debtors in possession (collectively, the Debtors for an order pursuant to sections 327(a, 328(a and 1107(b of title 11 of the United States Code (the Bankruptcy Code, Rule 2014 of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules and Rule (f of the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of Delaware (the Local Rules, annexed to the Application as Exhibit A, authorizing the Debtors to retain the firm of Thornton Grout Finnigan LLP ( TGF under a general retainer as Canadian insolvency counsel in their cases as of January 29, 2018; and upon the Declaration of D.J. Miller in Support of the Debtors Application for Entry of an Order Authorizing the Retention and Employment of Thornton Grout Finnigan LLP as Canadian Insolvency Counsel to Debtors and Debtors in Possession, annexed to the Application as Exhibit B; and upon the Declaration of Robert Adamek, annexed to the Application as Exhibit C; and due and adequate notice of the 1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor s federal tax identification number, include: Charming Charlie Canada LLC (0693; Charming Charlie Holdings Inc. (6139; Charming Charlie International LLC (5887; Charming Charlie LLC (0263; Charming Charlie Manhattan LLC (7408; Charming Charlie USA, Inc. (3973; and Poseidon Partners CMS, Inc. (3302. The location of the Debtors service address is: 6001 Savoy Drive, Houston, Texas Unless otherwise defined, capitalized terms used herein shall have the meanings ascribed to them in the Application or Miller Declaration, as applicable. PHIL v.12 1

20 Case CSS Doc Filed 02/21/18 Page 3 of 8 Application having been given; and it appearing that no other or further notice need be provided; and the Court being satisfied that TGF is a disinterested person as such term is defined under section 101(14, as qualified by section 1107(b, of the Bankruptcy Code; and it appearing that the relief requested by the Application is in the best interests of the Debtors estates, their creditors and other parties in interest; 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 nunc pro tunc to the Petition DateJanuary 29, 2018 and in accordance with the terms and conditions set forth in the Application and the Engagement Letter attached hereto as Exhibit Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Application. 3. In accordance with section 327(a of the Bankruptcy Code and, with respect to TGF s hourly rates, section 328(a of the Bankruptcy Code, Bankruptcy Rule 2014 and Local Rule , the Debtors are hereby authorized to employ and retain TGF as their Canadian insolvency counsel, under a general retainer, in accordance with the professional services as described in the Application and the Engagement Letter. 4. Compensation and reimbursement of expenses of TGF shall be sought upon, and paid only upon an order granting, a proper application pursuant to sections 330 and 331 of the Bankruptcy Code, as the case may be, and the applicable Bankruptcy Rules, Local Rules and fee and expense guidelines of this Court. TGF 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 2 PHIL v.12

21 Case CSS Doc Filed 02/21/18 Page 4 of 8 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 TGF in these chapter 11 cases. 5. TGF shall provide ten business days notice to the Debtors, the U.S. Trustee, and any official 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 Debtors, the U.S. Trustee, any official committee and all parties in interest retain 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. 6. TGF is authorized to provide the following professional services to the Debtors: (a (b (c (d (e prepare, on behalf of the Debtors, as debtors in possession, all necessary applications, motions, court materials, orders, reports and papers in connection with the Canadian Recognition Proceedings; provide the Debtors with advice and represent the Debtors in the Canadian Recognition Proceedings; represent and advise the Debtors in negotiations with their creditors in Canada; appear before the Canadian courts on behalf of the Debtors; and perform all other necessary or requested legal services in connection with the Canadian Recognition Proceedings. 7. Notwithstanding anything to the contrary in the Application, the Engagement Letter, the Declarations attached to the Application, or any order entered in connection therewith, TGF shall not seek reimbursement of expenses for office supplies. 8. Notwithstanding anything to the contrary in the Application, the Engagement Letter, or the Declarations attached to the Application, the reimbursement provisions allowing 3 PHIL v.12

22 Case CSS Doc Filed 02/21/18 Page 5 of 8 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 TGF s fee applications under the Bankruptcy Code are not approved pending further order of the Court. 9. Notwithstanding anything to the contrary in the Application, the Engagement Letter, the Declarations attached to the Application, or any order entered in connection therewith, the Debtors are permitted to pay a vendor directly for certain expenses when such manner of payment would in the Debtors business judgment expedite the provision of time-sensitive services; provided that such expenses are detailed in a separate exhibit to the next application for compensation pursuant to sections 330 and 331 of the Bankruptcy Code and identified as expenses paid directly by the Debtors TGF shall not charge a markup to the Debtors with respect to fees billed by contract attorneys who are employed by outside agencies that contract with TGF to provide services to the Debtors without prior agreement of the U.S. Trustee or further order of this Court. TGF 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. For the avoidance of doubt, TGF shall not share fees with existing or future contract attorneys who are employed by outside agencies that contract with TGF and that advise on the Debtors chapter 11 cases or enter into fee sharing arrangements with such contract attorneys without prior agreement of the U.S. Trustee or further order of this Court TGF shall use its reasonable best efforts to avoid duplication of services provided to the Debtors in these chapter 11 cases. PHIL v.12 4

23 Case CSS Doc Filed 02/21/18 Page 6 of The Debtors and TGF are authorized to take all actions necessary to effectuate the relief granted pursuant to this Order in accordance with the Application Notice of the Application as provided therein is deemed to be good and sufficient notice of such Application, and the requirements of the Local Rules are satisfied by the contents of the Application To the extent the Application, the Miller Declaration, the Adamek Declaration, or the Engagement Letter are inconsistent with this Order, the terms of this Order shall govern The terms and conditions of this Order shall be immediately effective and enforceable upon its entry The Debtors and TGF are authorized to take all actions necessary to effectuate the relief granted in this Order in accordance with the Application This Court retains exclusive jurisdiction with respect to all matters arising from or related to the implementation, interpretation, and enforcement of this Order. Dated: February, 2018 HONORABLE CHRISTOPHER C. SONTCHI UNITED STATES BANKRUPTCY JUDGE 5 PHIL v.12

24 Case CSS Doc Filed 02/21/18 Page 7 of 8 EXHIBIT 1 Engagement Letter PHIL v.12 1

25 Case CSS Doc Filed 02/21/18 Page 8 of 8 Document comparison by Workshare Compare on Thursday, February 15, :17:31 PM Input: Document 1 ID Description Document 2 ID Description Rendering set Legend: Insertion Deletion Moved from Moved to Style change Format change Moved deletion Inserted cell Deleted cell Moved cell Split/Merged cell Padding cell Statistics: interwovensite://phl1dms5/phil1/ /1 # v1<PHIL1> - Charlie TGF Retention Order interwovensite://phl1dms5/phil1/ /2 # v2<PHIL1> - Charlie TGF Retention Order Standard Count Insertions 14 Deletions 12 Moved from 0 Moved to 0 Style change 0 Format changed 0 Total changes 26