Case CSS Doc 641 Filed 05/04/18 Page 1 of 28 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

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1 Case CSS Doc 641 Filed 05/04/18 Page 1 of 28 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re CHARMING CHARLIE HOLDINGS INC., et al., 1 Debtors. Chapter 11 Case No (CSS) (Jointly Administered) Obj. Deadline: May 25, 2018, at 4:00 p.m. (ET) FOURTH MONTHLY FEE STATEMENT OF BENESCH, FRIEDLANDER, COPLAN & ARONOFF LLP, FOR COMPENSATION FOR SERVICES RENDERED AND REIMBURSEMENT OF EXPENSES INCURRED AS DELAWARE COUNSEL TO THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS FOR THE PERIOD FROM MARCH 1, 2018 THROUGH MARCH 31, 2018 Name of Applicant: Authorized to Provide Professional Services to: Date of Retention: Period for which Compensation and Reimbursement of Expenses is Sought Amount of Compensation Sought as Actual, Reasonable, and Necessary Amount of Expense Reimbursement Sought As Actual, Reasonable, and Necessary: Benesch, Friedlander, Coplan & Aronoff LLP Official Committee of Unsecured Creditors February 9, 2018, nunc pro tunc to December 21, 2017 March 1, 2018 through March 31, 2018 $7, (80% of $9,895.00) $ This is a X monthly interim final application. 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: 5999 Savoy Drive, Houston, Texas v1

2 Case CSS Doc 641 Filed 05/04/18 Page 2 of 28 SUMMARY OF FEE STATEMENTS Date Filed: Docket No. Period Covered Fees Requested Expenses Requested Fees Approved Expenses Approved Certificate of No Objection 2/26/2018; D.I /21/ /31/2017 $5, $0.00 $4, (80%) $0.00 (100%) 3/20/2018; D.I /26/2018; D.I /1/2018-1/31/2018 $18, $1, $15, (80%) $1, (100%) 3/20/2018; D.I /6/2018; D.I /1/2018-2/28/2018 $17, $2, $13, (80%) $2, (100%) 5/1/2018; D.I /3/2018 3/1/2018-3/31/2018 $9, $ PENDING PENDING N/A Total $51, $3, $33, $3, v1 2

3 Case CSS Doc 641 Filed 05/04/18 Page 3 of 28 Pursuant to sections 327, 330, and 331 of chapter 11 of title 11 of the United States Code (the Bankruptcy Code ), Rule 2016 of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules ), the Order Authorizing Employment and Retention of Benesch, Friedlander, Coplan & Aronoff LLP as Co-Counsel to the Official Committee of Unsecured Creditors Nunc Pro Tunc to December 21, 2017 [Docket No. 417] (the Retention Order ), the Order Establishing Procedures for Interim Compensation and Reimbursement of Expenses for Retained Professionals [Docket No. 294] (the Interim Compensation Order ), and the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of Delaware (the Local Bankruptcy Rules ), the law firm of Benesch, Friedlander, Coplan & Aronoff LLP ( Benesch ), Delaware counsel to the Official Committee of Unsecured Creditors (the Committee ) appointed in the Chapter 11 cases of the above-captioned debtors and debtors in possession (collectively, the Debtors ), hereby files this monthly fee statement (this Monthly Fee Statement ) for: (i) compensation in the amount of $7, for the reasonable and necessary legal services Benesch rendered to the Committee from March 1, 2018 through March 31, 2018 (the Fee Period ) (80% of $9,895.00); and (ii) reimbursement for the actual and necessary expenses that Benesch incurred, in the amount of $167.24, during the Fee Period. Itemization of Services Rendered and Expenses Incurred 1. In support of this Monthly Fee Statement, attached are the following exhibits: Exhibit A is a schedule providing certain information regarding the Benesch attorneys and paraprofessionals for whose work on these chapter 11 cases compensation is sought in this Monthly Fee Statement. Attorneys and paraprofessionals of Benesch have expended a total of hours in connection with these chapter 11 cases during the Fee Period. Exhibit B is a schedule of the number of hours expended and fees incurred (on an aggregate basis) by Benesch attorneys and paraprofessionals during the Fee Period with respect to each of the subject matter categories Benesch established in accordance with its internal billing procedures. As referenced in Exhibit B, Benesch incurred $9, in fees during the Fee Period. Pursuant to this v1 3

4 Case CSS Doc 641 Filed 05/04/18 Page 4 of 28 Monthly Fee Statement, Benesch seeks reimbursement for 80% of such fees ($7, in the aggregate). Exhibit C is a schedule for the Fee Period, setting forth the total amount of reimbursement sough with respect to each category of expenses for which Benesch is seeking reimbursement in this Monthly Fee Statement. All of these disbursements comprise the requested sum for Benesch s out-of-pocket expenses. Exhibit D consists of Benesch s records of fees incurred during the Fee Period in the rendition of the professional services to the Committee. Reservation of Rights 2. Although every effort has been made to include all fees and expenses incurred in the Fee Period, some fees and expenses might not be included in this Monthly Fee Statement due to delays caused by accounting and processing during the Fee Period. Benesch reserves the right to make further application to this Court for allowance of such fees and expenses not included herein. Subsequent fee applications will be filed in accordance with the Bankruptcy Code, the Bankruptcy Rules, Local Bankruptcy Rules, and the Interim Compensation Order. [Remainder of page intentionally left blank] v1 4

5 Case CSS Doc 641 Filed 05/04/18 Page 5 of 28 WHEREFORE, Benesch respectfully requests allowance of its fees and expenses incurred during the Fee Period in the total amount of $8,083.24, consisting of (a) $7,916.00, which is 80% of the fees incurred by the Committee for reasonable and necessary professional services rendered by Benesch; and (b) $ for actual and necessary costs and expenses, and that such fees and expenses be paid as administrative expenses of the Debtors estates. Dated: May 4, 2018 Wilmington, Delaware BENESCH, FRIEDLANDER, COPLAN & ARONOFF LLP /s/ Jennifer R. Hoover Jennifer R. Hoover (No. 5111) Kevin M. Capuzzi (No. 5462) 222 Delaware Avenue, Suite 801 Wilmington, Delaware Telephone: (302) Facsimile: (302) jhoover@beneschlaw.com kcapuzzi@beneschlaw.com -and- COOLEY LLP Cathy Hershcopf Seth Van Aalten Michael Klein 1114 Avenue of the Americas New York, New York Telephone: (212) Facsimile: (212) chershcopf@cooley.com svanaalten@cooley.com mklein@cooley.com Co-Counsel for the Official Committee of Unsecured Creditors v1 5

6 Case CSS Doc 641 Filed 05/04/18 Page 6 of 28 EXHIBIT A Timekeeper Summary Name of Professional Position with the Applicant and Number of Years in that Position Hourly Billing Rate Total Billed Hours Total Compensation Jennifer R. Hoover Partner since Member of the DE Bar since Member of the PA and NJ Bars since Kevin M. Capuzzi Associate since Member of the DE Bar since Member of the NJ Bar since $ $3, $ $3, John C. Gentile Associate since $ $1, Member of the DE Bar since Member of the PA Bar since LouAnne Molinaro Paralegal since 2017 $ $ Blended Rate/Total $ $9, v1

7 Case CSS Doc 641 Filed 05/04/18 Page 7 of 28 EXHIBIT B Statement of Fees By Subject Matter Matter Description Total Hours Billed Total Fees Requested Case Administration 3.9 $1, Firm Retention/Fees 6.9 $2, Other Professional 4.2 $1, Retention/Fees Business Operations 1.2 $ Executory Contracts/Unexpired 2.3 $ Personal Property Leases General Claims Matters 0.2 $74.00 Plan and Disclosure Statement 6.2 $2, Litigation 0.5 $ Totals 25.4 $9, v1

8 Case CSS Doc 641 Filed 05/04/18 Page 8 of 28 EXHIBIT C Expense Summary Expense Category Service Provider Amount Postage U.S.P.S. $36.14 Outside Professional Services DLS Discovery $99.10 PACER U.S. Courts $32.00 Total $ v1

9 Case CSS Doc 641 Filed 05/04/18 Page 9 of 28 EXHIBIT D Detailed Fee Records v1

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29 Case CSS Doc Filed 05/04/18 Page 1 of 2 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re CHARMING CHARLIE HOLDINGS INC., et al., 1 Debtors. Chapter 11 Case No (CSS) (Jointly Administered) VERIFICATION OF JENNIFER R. HOOVER IN SUPPORT OF THE THIRD MONTHLY FEE STATEMENT OF BENESCH, FRIEDLANDER, COPLAN & ARONOFF LLP, FOR COMPENSATION FOR SERVICES RENDERED AND REIMBURSEMENT OF EXPENSES INCURRED AS DELAWARE COUNSEL TO THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS FOR THE PERIOD FROM MARCH 1, 2018 THROUGH MARCH 30, I am a partner in the law firm of Benesch, Friedlander, Coplan & Aronoff LLP, located at 222 Delaware Avenue, Suite 801, Wilmington, Delaware ( Benesch ). I am one of the lead attorneys from Benesch providing services on behalf of the Official Committee of Unsecured Creditors (the Committee ) appointed in the Chapter 11 cases of the above-captioned debtors and debtors in possession (collectively, the Debtors ). I am a member in good standing of the Bars of the State of Delaware and New Jersey, and the Commonwealth of Pennsylvania. I am admitted to practice in the United States Bankruptcy Court for the District of Delaware and other Federal courts. There are no disciplinary proceedings pending against me. 2. I have personally performed many of the legal services rendered by Benesch as Delaware counsel to the Committee, and I am familiar with all other work performed on behalf of the Committee by the attorneys and paraprofessional at Benesch. 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: 5999 Savoy Drive, Houston, Texas v1

30 Case CSS Doc Filed 05/04/18 Page 2 of 2 3. The facts set forth in the foregoing Monthly Fee Statement and its exhibits are true and correct to the best of my knowledge, information, and belief. 4. I have reviewed Rule of the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of Delaware and believe that the Monthly Fee Statement for Benesch complies with Rule Pursuant to 28 U.S.C. 1746, I declare under penalty of perjury that the foregoing is true and correct. Dated: May 4, 2018 /s/jennifer R. Hoover Jennifer R. Hoover (No. 5111) v1 2

31 Case CSS Doc Filed 05/04/18 Page 1 of 4 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re CHARMING CHARLIE HOLDINGS INC., et al., 1 Debtors. Chapter 11 Case No (CSS) (Jointly Administered) Obj. Deadline: May 25, 2018, at 4:00 p.m. (ET) NOTICE OF THIRD MONTHLY FEE STATEMENT OF BENESCH, FRIEDLANDER, COPLAN & ARONOFF LLP FOR COMPENSATION FOR SERVICES RENDERED AND REIMBURSEMENT OF EXPENSES INCURRED AS DELAWARE COUNSEL TO THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS FOR THE PERIOD FROM MARCH 1, 2018 THROUGH MARCH 31, 2018 PLEASE TAKE NOTICE that on May 4, 2018, the Official Committee of Unsecured Creditors (the Committee ), appointed in the above-captioned chapter 11 cases of the abovecaptioned debtors (collectively, the Debtors ), filed the Third Monthly Fee Statement of Benesch, Friedlander, Coplan & Aronoff LLP for Compensation for Services Rendered and Reimbursement of Expenses Incurred as Delaware Counsel to the Official Committee of Unsecured Creditors for the Period from March 1, 2018 through March 31, 2018 (the Monthly Fee Statement ) with the United States Bankruptcy Court for the District of Delaware, 824 North Market Street, 3rd Floor, Wilmington, Delaware (the Court ). A copy of the Monthly Fee Statement is attached hereto. PLEASE TAKE FURTHER NOTICE that the Monthly Fee Statement is submitted pursuant to the Order Establishing Procedures for Interim Compensation and Reimbursement of Expenses for Retained Professionals [Docket No. 294] (the Interim Compensation Order ). 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: 5999 Savoy Drive, Houston, Texas v1

32 Case CSS Doc Filed 05/04/18 Page 2 of 4 PLEASE TAKE FURTHER NOTICE that any objection or response to the Monthly Fee Statement must be made in writing and be filed with the Court on or before May 25, 2018, at 4:00 p.m., prevailing Eastern Time. PLEASE TAKE FURTHER NOTICE that at the same time, you must also serve a copy of the response or objection upon: (a) counsel to the Committee, Cooley LLP, 1114 Avenue of the Americas, New York, New York 10036, Attn: Cathy Hershcopf, Seth Van Aalten, and Michael Klein; (b) co-counsel to the Committee, Benesch, Friedlander, Coplan & Aronoff LLP, 222 Delaware Avenue, Suite 801, Wilmington, Delaware 19801, Attn: Jennifer R. Hoover and Kevin M. Capuzzi; (c) the Debtors, 6001 Savoy Drive, Houston, Texas 77036, Attn: Melissa Boughton; (d) counsel to the Debtors, Kirkland & Ellis LLP, 601 Lexington Avenue, New York, New York 10022, Attn: Joshua A. Sussberg, P.C. and Aparna Yenamandra and Kirkland & Ellis LLP, 300 North LaSalle Street, Chicago, Illinois 60654, Attn: James H.M. Sprayregen, P.C.; (e) co-counsel to the Debtors, Klehr Harrison Harvey Branzburg LLP, 919 N. Market Street, Suite 1000, Wilmington, Delaware 19801, Attn: Domenic E. Pacitti and Michael Yurkewicz and Morton Branzburg, Klehr Harrison Harvey Branzburg LLP, 1835 Market Street, Suite 1400, Philadelphia, PA 19103; (f) the Office of the United States Trustee for the District of Delaware, Caleb Boggs Federal Building, 844 King Street, Suite 2207, Lockbox 35, Wilmington, Delaware 19801, Attn: Richard Schepacarter; (g) counsel to the DIP ABL Agent and the Prepetition ABL Agent, Morgan, Lewis & Bockius LLP, One Federal St., Boston, Massachusetts 02110, Attn: Julia Frost-Davies and Amelia C. Joiner and Richards, Layton & Finger, P.A., 920 North King Street, Wilmington, Delaware 19801, Attn: Mark D. Collins and David T. Queroli; (h) counsel to the DIP Term Loan Agent, Covington & Burling LLP, 620 Eighth Avenue, New York, New York 10018, Attn: Ronald Hewitt and Pepper Hamilton LLP, Hercules Plaza, Suite 5100, 1313 Market Street, P.O. Box 1709, v1 2

33 Case CSS Doc Filed 05/04/18 Page 3 of 4 Wilmington, Delaware 19899, Attn: David Fournier; and (i) counsel to the Ad Hoc Group of Term Loan Lenders, Paul, Weiss, Rifkind Wharton & Garrison LLP, 1285 Avenue of the Americas, New York, New York 10019, Attn: Jeff Saferstein, Adam Denhoff, and Sharad Thaper and Young Conaway Stargatt & Taylor, LLP, Rodney Square, 1000 North King Street, Wilmington, Delaware 19801, Attn: Pauline K. Morgan and M. Blake Cleary. PLEASE TAKE FURTHER NOTICE THAT IF YOU FAIL TO RESPOND IN ACCORDANCE WITH THIS NOTICE, THEN 80% OF THE FEES AND 100% OF THE EXPENSES REQUESTED IN THE APPLICATION MAY BE PAID PURSUANT TO THE INTERIM COMPENSATION ORDER WITHOUT FURTHER NOTICE, HEARING, OR ORDER OF THE COURT. PLEASE TAKE FURTHER NOTICE THAT IF A TIMELY OBJECTION IS FILED AND SERVED, THEN PAYMENT WILL BE MADE IN ACCORDANCE WITH THE PROCEDURES SET FORTH IN THE INTERIM COMPENSATION ORDER AND A HEARING WILL BE HELD. [Remainder of page intentionally left blank] v1 3

34 Case CSS Doc Filed 05/04/18 Page 4 of 4 Dated: May 4, 2018 Wilmington, Delaware BENESCH, FRIEDLANDER, COPLAN & ARONOFF LLP /s/ Jennifer R. Hoover Jennifer R. Hoover (No. 5111) Kevin M. Capuzzi (No. 5462) 222 Delaware Avenue, Suite 801 Wilmington, Delaware Telephone: (302) Facsimile: (302) jhoover@beneschlaw.com kcapuzzi@beneschlaw.com -and- COOLEY LLP Cathy Hershcopf Seth Van Aalten Michael Klein 1114 Avenue of the Americas New York, New York Telephone: (212) Facsimile: (212) chershcopf@cooley.com svanaalten@cooley.com mklein@cooley.com Co-Counsel for the Official Committee of Unsecured Creditors v1 4

35 Case CSS Doc Filed 05/04/18 Page 1 of 2 CERTIFICATE OF SERVICE The undersigned hereby certifies that, on May 4, 2018, he caused to be served a copy of the foregoing Fourth Monthly Fee Statement of Benesch, Friedlander, Coplan & Aronoff LLP for Compensation for Services Rendered and Reimbursement of Expenses Incurred as Delaware Counsel to the Official Committee of Unsecured Creditors for the Period from March 1, 2018 through March 31, 2018 upon the counsel of record set forth below, via U.S. First Class Mail, postage pre-paid: Kirkland & Ellis LLP 601 Lexington Avenue New York, New York Attn: Christopher T. Greco, Aparna Yenamandra, and Rebecca Blake Chaikin Klehr Harrison Harvey Branzburg LLP 919 N. Market Street, Suite 1000 Wilmington, Delaware, Attn: Domenic E. Pacitti and Michael W. Yurkewicz Office of the United States Trustee 844 King Street, Suite 2207 Lockbox 35 Wilmington, Delaware Attn: Richard Schepacarter Cooley LLP 1114 Avenue of the Americas, 46th Floor New York, NY Attn: Cathy Herscopf and Seth Van Aalten Morgan, Lewis & Bockius LLP One Federal Street Boston, Massachusetts Attn: Julia Frost-Davies and Amelia C. Joiner Richards, Layton & Finger, P.A. 920 North King Street Wilmington, Delaware Attn: Mark D. Collins and David T. Queroli v1

36 Case CSS Doc Filed 05/04/18 Page 2 of 2 Covington & Burling LLP 620 Eighth Avenue New York, New York Attn: Ronald Hewitt Pepper Hamilton LLP Hercules Plaza, Suite Market Street, P.O. Box 1709 Wilmington, Delaware Attn: David Fournier Paul, Weiss, Rifkind Wharton & Garrison LLP 1285 Avenue of the Americas New York, New York Attn: Jeff Saferstein, Adam Denhoff, and Sharad Thaper Young Conaway Stargatt & Taylor, LLP Rodney Square 1000 North King Street Wilmington, Delaware Attn: Pauline K. Morgan and M. Blake Cleary /s/ Kevin M. Capuzzi Kevin M. Capuzzi (No. 5462) v1 2