Case CSS Doc 867 Filed 12/13/18 Page 1 of 2 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

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1 Case CSS Doc 867 Filed 12/13/18 Page 1 of 2 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 Nos. 813, 835, 837 CERTIFICATION OF COUNSEL REGARDING REORGANIZED DEBTORS SIXTH OMNIBUS OBJECTION TO CERTAIN PROOFS OF CLAIM (SUBSTANTIVE The undersigned certifies as follows: 1. We are counsel to the debtors and debtors-in-possession (collectively, the Reorganized Debtors in the above-captioned chapter 11 cases. 2. On October 10, 2018, the Reorganized Debtors filed their Sixth Omnibus Objection to Certain Proofs of Claim (Substantive [Docket No. 813] (the Objection. 3. On November 9, 2018, the Reorganized Debtors filed a certification of counsel regarding the Objection seeking entry of an order with respect to uncontested claims and adjourning certain other claims. 4. On November 13, 2018, the Reorganized Debtors filed a supplement to the adjourned claims [Docket No. 835, the Supplement ]. 5. An order was entered in response to the certification of counsel on November 13, 2018 [Docket No. 837, the Original Order ]. 1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor s federal tax identification number, include: Canada LLC (0693; Holdings Inc. (6139; International LLC (5887; LLC (0263; Manhattan LLC (7408; USA, Inc. (3973; and Poseidon Partners CMS, Inc. (3302. The location of the Debtors service address is: 6001 Savoy Drive, 4th Floor, Houston, Texas PHIL v.1

2 Case CSS Doc 867 Filed 12/13/18 Page 2 of 2 6. The notice filed with the Supplement extended the response deadline (the Response Deadline for all claimants affected by the Supplement until November 27, 2108 at 4:00 p.m. The undersigned has reviewed the Court s docket and no Response or other responsive pleading appears thereon. 7. Attached hereto as Exhibit A is a modified proposed order that in the form filed with the Supplement affecting only the claimants affected by the Supplement who have not responded to the Objection or the Supplement. Accordingly, the proposed order attached hereto as Exhibit A contains only claims for which the respective claimants have either not responded to the Reorganized Debtors or have consented to the relief requested. 8. Accordingly, the Reorganized Debtors respectfully request that the Court enter the Proposed Order attached hereto as Exhibit A at the Court s convenience. Dated: December 13, 2018 /s/ Michael W. Yurkewicz Domenic E. Pacitti (DE Bar No Michael W. Yurkewicz (DE Bar No KLEHR HARRISON HARVEY BRANZBURG LLP 919 N. Market St., Ste Wilmington, DE ( dpacitti@klehr.com myurkewicz@klehr.com and Drew T. Parobek (OH Bar No Kari B. Coniglio (OH Bar. No Jeffrey W. Bieszczak (OH Bar No VORYS, SATER, SEYMOUR AND PEASE LLP 200 Public Sq., Ste Cleveland, OH ( ( (facsimile dtparobek@vorys.com kbconiglio@vorys.com jwbieszczak@vorys.com Counsel for the Reorganized Debtors PHIL v.1

3 Case CSS Doc Filed 12/13/18 Page 1 of 8 Exhibit A

4 Case CSS Doc Filed 12/13/18 Page 2 of 8 UNITED STATES BANKRUPTCY COURT DISTRICT OF DELAWARE In re: Case No (CSS CHARMING CHARLIE HOLDINGS INC., Chapter 11 et al., 1 Jointly Administered Reorganized Debtors. Related to Docket Nos. 813, 835 ORDER SUSTAINING REORGANIZED DEBTORS SIXTH OMNIBUS OBJECTION TO CERTAIN PROOFS OF CLAIM (SUBSTANTIVE Upon the Objection 2 [Doc. 813] of the Debtors seeking entry of an order (this Order modifying or disallowing and expunging certain Disputed Claims pursuant to section 502(b of the Bankruptcy Code and Bankruptcy Rule 3007, as supplemented by the Supplement to the Objection [Doc. 835]; it appearing that the Court has jurisdiction over this matter pursuant to 28 U.S.C. 1334; it appearing that this proceeding is a core proceeding pursuant to 28 U.S.C. 157; it appearing that venue of this proceeding is proper in this district pursuant to 28 U.S.C and 1409; it appearing that adequate notice of the Objection and opportunity for response have been given; and it appearing that no other notice need be given; the Court having considered the Objection, the Supplement, the Bellon Declaration, the Disputed Claims listed on Exhibit G attached hereto, and any responses thereto; the Court having determined that there exists just cause for the relief granted herein; and after due deliberation and sufficient cause appearing therefor, it is HEREBY ORDERED: 1 The Reorganized Debtors in these cases, along with the last four digits of their respective federal taxpayer ID numbers, are Canada, LLC (0693; Holdings Inc. (6139; International LLC (5887; LLC (0263; Manhattan LLC (7408; Charming Charlie USA, Inc. (3973; and Poseidon Partners CMS, Inc. (3302. The Debtors address is 6001 Savoy Dr., Suite 600, Houston, TX Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Objection. PHIL v.1

5 Case CSS Doc Filed 12/13/18 Page 3 of 8 1. This Objection is sustained to the extent set forth herein. 2. The Deferred Tax Claims listed on Exhibit G are hereby Disputed Claims (as defined in the Plan. Notwithstanding any deadlines that may be applicable (under the Plan, the Confirmation Order, or any applicable law to objections, disputes, and/or determination of the Deferred Tax Claims listed on Exhibit G, all of the Debtors rights to apply credits, deductions, exemptions, and/or setoffs to the Deferred Tax Claims are preserved and the Debtors may dispute the amount, liability, valuation, and/or determination of any such Deferred Tax Claims in accordance with any applicable determination procedures for any such Deferred Tax Claim. Upon completion of any applicable determination procedures (including any applicable appeal rights, any amounts ultimately determined to be owed on account of any Deferred Tax Claim shall become the Allowed amount of such Deferred Tax Claim, to be paid in accordance with the Plan and Confirmation Order. Any amounts exceeding such amounts shall be disallowed and expunged. 3. Omni, the Debtors claims and noticing agent, shall update the claims register to reflect the relief granted in this Order. 4. The Debtors rights to file additional objections to the Disputed Claims or any other proofs of claim that have been or may be asserted against the Debtors are preserved. Additionally, should one or more of the grounds of objection stated in the Objection be dismissed, the Debtors rights to object on other stated grounds or on any other grounds that the Debtors discover during the pendency of these chapter 11 cases are further preserved. 5. Each Disputed Claim and the objections by the Reorganized Debtors to such Disputed Claim, as addressed in the Objection and as set forth in Exhibit G attached hereto, constitutes a separate contested matter as contemplated by Bankruptcy Rule 9014 and Local Rule PHIL v.1 2

6 Case CSS Doc Filed 12/13/18 Page 4 of This Order shall be deemed a separate Order with respect to each Disputed Claim. Any stay of this Order pending appeal by any claimant whose Disputed Claim is subject to this Order shall only apply to the contested matter that involves such claimant and Disputed Claim, and shall not act to stay the applicability and/or finality of this Order with respect to the other contested matters or Disputed Claims listed in the Objection or this Order. 6. The terms and conditions of this Order shall be immediately effective and enforceable, and the time to appeal this Order shall commence upon its entry. All time periods set forth in this Order shall be calculated in accordance with Bankruptcy Rule 9006(a. 7. The Court shall retain jurisdiction with respect to all matters related to or arising from the Objection or the implementation of this Order. Dated: The Honorable Christopher S. Sontchi Chief United States Bankruptcy Judge PHIL v.1 3

7 Case CSS Doc Filed 12/13/18 Page 5 of 8 EXHIBIT G Deferred Tax Claims PHIL v.1

8 Case CSS Doc Filed 12/13/18 Page 6 of 8 Exhibit G: Deferred Tax Claims Name of Claimant Debtor Claim Number Claim Amount California Department of Tax and Fee Administration / Special Ops, MIC:55 Attn: Eve Lee P.O. Box Sacramento, CA Modified Claim Amount Holdings Inc. 124 $527, Priority $0.00 Reason for Modification Claim is for state income taxes. Debtor is in the process of completing its tax returns and seeks to pay any amounts owed in the ordinary course after applying any and all applicable credits or deductions and exercising any and all rights to dispute any assessed penalties or interest. City of Baton Rouge / Parish of E. Baton Rouge Attn: Stephanie Annise Brown P.O. Box 2590 Baton Rouge, LA City of Kansas City, Missouri Attn: Ashley Barton 414 E. 12th St., Suite 2402 Kansas City, MO City of Portland c/o City's Attorney's Office 1221 SW Fourth Ave. Room 430 Portland, OR City of Thornton Sales And Use Tax Division c/o Legal Deptment 9500 Civic Center Drive Thronton, CO Connecticut Dept. of Revenue Services Attn: Bankruptcy Team 450 Columbus Blvd. St. 1 Hartford, CT County of Comal c/o McCrery, Veselka, Bragg & Allen, PC Attn: Lee Gordon P.O. Box 1269 Round Rock, TX Illinois Department of Employment Security Attn: Amos Ellis 33 South State Street, Bankruptcy Unit, 10th Chicago, IL LLC 337 $5, Priority $0.00 LLC 471 $1, Priority $0.00 LLC 517 $1, Priority Unsecured $0.00 LLC 38 $63.21 Priority $0.00 Holdings Inc. 506 $3, Priority $ Unsecured $0.00 Holdings Inc. 74 $5, Secured $0.00 LLC 318 $ Priority $1, Unsecured $0.00 amount of the assessed tax. Claim is for personal property taxes. Debtor seeks to pay such amounts in the Debtor in the ordinary course to dispute the validity, valuation, calculation and/or amount assessed. Claim is for city/count corporate business taxes. Debtor is in the process of completing its tax returns and seeks to pay any amounts owed in the ordinary course after applying any and all applicable credits or deductions and exercising any and all rights to dispute any assessed penalties or interest. amount of the assessed tax, fees, penalties, and/or interest. Claim is for corporate business taxes. Debtor is in the process of completing its tax returns and seeks to pay any amounts owed in the ordinary course after applying any and all applicable credits or deductions and exercising any and all rights to dispute any assessed penalties or interest. Claim is for Personal Property Taxes. Debtor seeks to pay this claim in the ordinary course after exercising any and all statutory rights to dispute the validity, valuation and/or amount of the assessed tax. Claim is for state unemployment insurance tax. Debtor seeks to pay this claim in the ordinary course, reserving any and all statutory rights available to Debtor in the ordinary course to dispute the validity, valuation and/or amount of the assessed tax, fees, penalties, and/or interest. NM Taxation & Revenue Department Attn: Lisa Ela P.O. Box 8575 Albuquerque, NM North Carolina Department of Revenue Attn: Thomas O. Robbins, Bankruptcy Manager P.O. Box 1168 Raleigh, NC Holdings Inc. 176 LLC 120 Claim is for state income taxes. Debtor is in the process of completing $7, Priority its tax returns and seeks to pay any amounts owed in the ordinary course $1, after applying any and all applicable credits or deductions and Unsecured $0.00 exercising any and all rights to dispute any assessed penalties or interest. $48, Priority $ Unsecured $0.00 amount of the assessed tax, fees, penalties, and/or interest. 1

9 Case CSS Doc Filed 12/13/18 Page 7 of 8 Exhibit G: Deferred Tax Claims Name of Claimant Debtor Claim Number Claim Amount Modified Claim Amount Reason for Modification North Carolina Department of Revenue Attn: Thomas O. Robbins, Bankruptcy Manager P.O. Box 1168 Raleigh, NC Pennsylvania Department of Revenue Attn: Bankruptcy Division P.O. Box Harrisburg, PA Pennsylvania Department of Revenue Attn: Bankruptcy Division P.O. Box A35 Harrisburg, PA A42+A54 Peyton C. Cochrane, Tax Collector Tuscaloosa County, Alabama 714 Greensboro Ave, Room 124 Tuscaloosa, AL San Diego County Treasurer-Tax Collector Attn: Leah Cabling, BK Desk 1600 Pacifica Highway, Rm 162 San Diego, CA Sebastian County Tax Collector Attn: Kathy L. Caperton P.O. Box 1358 Fort Smith, AR Solano County Tax Collector Attn: Joseph M. Fegurgur 675 Texas St. Suite 1900 Fairfield, CA South Carolina Department of Revenue Attn: Herman C. Harrington P.O. Box Columbia, SC State of Florida - Dept. of Revenue Attn: Frederick F. Rudzik, Esq. P.O. Box 6668 Tallahassee, FL State of Minnesota, Department of Revenue Attn: Sara Westly P.O. Box BKY St. Paul, MN Texas Workforce Commission c/o Office of the Attorney General Attn: Bankruptcy & Co P.O. Box 12548, MC-008 Austin, TX LLC 326 $28, Priority $0.00 Holdings Inc. 428 LLC 317 $ Priority $10.00 Unsecured $0.00 $1, Priority $ Unsecured $0.00 LLC 76 $ Priority $0.00 LLC 309 $ Secured $0.00 LLC 453 $4, Priority $0.00 LLC 328 $5, Secured $0.00 LLC 105 $1, Priority $0.00 LLC 339 $325, Priority $0.00 amount of the assessed tax. Claim is for corporate business taxes. Debtor is in the process of completing its tax returns and seeks to pay any amounts owed in the ordinary course after applying any and all applicable credits or deductions and exercising any and all rights to dispute any assessed penalties or interest. amount of the assessed tax, fees, penalties, and/or interest. Claim is for 2018 Personal Property Taxes. Debtor seeks to pay this claim in the ordinary course, reserving any and all statutory rights available to Debtor in the ordinary course to dispute the validity, valuation and/or amount of the assessed tax. Claim is for Personal Property Taxes. Debtor seeks to pay this claim in the ordinary course after exercising any and all statutory rights to dispute the validity, valuation and/or amount of the assessed tax. Claim is for Personal Property Taxes. Debtor seeks to pay this claim in the amount of the assessed tax. Claim is for Personal Property Taxes. Debtor seeks to pay this claim in the ordinary course after exercising any and all statutory rights to dispute the validity, valuation and/or amount of the assessed tax. amount of the assessed tax. amount of the assessed tax. Claim is for state income taxes. Debtor is in the process of completing Holdings Inc. 28 $13, Priority its tax returns and seeks to pay any amounts owed in the ordinary $0.00 course. Claim is for state unemployment insurance tax. Debtor seeks to pay this claim in the ordinary course, reserving any and all statutory rights USA Inc. 1 $1, Priority available to Debtor in the ordinary course to dispute the validity, $0.00 valuation and/or amount of the assessed tax. 2

10 Case CSS Doc Filed 12/13/18 Page 8 of 8 Exhibit G: Deferred Tax Claims Name of Claimant Debtor Claim Number Claim Amount Modified Claim Amount Reason for Modification U.S. Customs and Border Protection Attn: Revenue Division, Bankruptcy Team 6650 Telecom Dr., Suite 100 Indianapolis, IN WA State Dept. Labor and Industries c/o Bankruptcy Unit Attn: LaDonna Kinney P.O. Box Olympia, WA Wisconsin Department of Revenue c/o Special Procedures Unit Attn: Hiram Cutting P.O. Box 8901 Madison, WI Wisconsin Department of Revenue c/o Special Procedures Unit Attn: Hiram Cutting P.O. Box 8901 Madison, WI LLC 351 LLC 493 Holdings Inc. 495 Holdings Inc. 338 Unliquidated Priority $0.00 $16, Priority $1, Unsecured $0.00 Claim is for unliquidated and contingent duties, fees and other charges. Debtor seeks to pay any such amounts in the ordinary course, reserving any and all statutory rights available to Debtor in the ordinary course to dispute the validity, valuation, calculation and/or amount assessed. Claim is for Workers Compensation Tax. Debtor seeks to pay any such taxes in the ordinary course, reserving any and all statutory rights available to Debtor in the ordinary course to dispute the validity, valuation, calculation and/or amount of the assessed tax, fees, penalties, and/or interest. Claim is for state income taxes. Debtor is in the process of completing its tax returns and seeks to pay any amounts owed in the ordinary course $1, Priority after applying any and all applicable credits or deductions and $ Unsecured $0.00 exercising any and all rights to dispute any assessed penalties or interest. Claim is for state income taxes. Debtor is in the process of completing its tax returns and seeks to pay any amounts owed in the ordinary course $3, Priority after applying any and all applicable credits or deductions and $ Unsecured $0.00 exercising any and all rights to dispute any assessed penalties or interest. 3