12-10405-smb doc 34 filed 02/01/12 entered 02/01/12 20:59

K&E 21298148

Paul M. Basta Marc Kieselstein, P.C. Nicole L. Greenblatt Benjamin J. Steele KIRKLAND & ELLIS LLP 601 Lexington Avenue New York, New York 10022-4611 Telephone: (212) 446-4800 Facsimile: (212) 446-4900 Proposed Counsel to the Debtors and Debtors in Possession

UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK

) In re: ) Chapter 11 ) UNITED RETAIL GROUP, INC., et al.,1 ) Case No. 12-10405 (SMB) ) Debtors. ) Joint Administration Requested )

DEBTORS’ APPLICATION FOR ENTRY OF AN ORDER AUTHORIZING THE RETENTION AND EMPLOYMENT OF

KIRKLAND & ELLIS LLP AS ATTORNEYS FOR THE DEBTORS AND DEBTORS IN POSSESSION NUNC PRO TUNC TO THE PETITION DATE

United Retail Group, Inc. and its debtor affiliates, as debtors and debtors in possession in

the above-captioned chapter 11 cases (collectively, the “Debtors”), file this application

(the “Application”) for entry of an order, substantially in the form attached hereto as Exhibit A

(the “Order”), authorizing the Debtors to retain and employ Kirkland & Ellis LLP (“K&E”) as

their attorneys in connection with their chapter 11 cases effective nunc pro tunc to the Petition

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

1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification

number, are: United Retail Group, Inc. (3670); Avenue Gift Cards, Inc. (5281); United Distribution Services, Inc. (8531); United Retail Holding Corporation (1251); United Retail Incorporated (5670); and United Retail Logistics Operations Incorporated (5672). The Debtors’ main corporate address is 365 West Passaic Street, Rochelle Park, New Jersey 07662.

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2 K&E 21298148

Marc Kieselstein, P.C., a partner at K&E (the “Kieselstein Declaration”), which is attached

hereto as Exhibit B. In further support of the Application, the Debtors respectfully state as

follows:2

Jurisdiction and Venue

1. This Court has jurisdiction to consider this matter pursuant to 28 U.S.C. § 1334.

This matter is a core proceeding within the meaning of 28 U.S.C. § 157(b)(2).

2. Venue is proper in this Court pursuant to 28 U.S.C. § 1408.

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

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

“Bankruptcy Rules”) and rules 2014-1 and 2016-1 of the Local Bankruptcy Rules for the

Southern District of New York (the “Local Bankruptcy Rules”).

Background

4. The Debtors sell trend-right plus size women’s clothing and accessories at their 433

Avenue retail stores and online at avenue.com. Since their acquisition in late 2007 by Redcats

USA, Inc., the Debtors have struggled with liquidity issues and a burdensome store lease

portfolio. The Debtors’ Avenue brand, however, remains strong, and with a recently-appointed

management team in place, the Debtors are turning around their operations, led by rapidly

increasing online sales. The Debtors have commenced these chapter 11 cases to maximize the

value of their estates by addressing their real estate and other operational issues and by selling

substantially all of their assets to the highest bidder at a Court-approved auction.

2 A description of the Debtors’ businesses, the reasons for commencing these chapter 11 cases and the relief

sought from this Court to allow for a smooth transition into chapter 11 are set forth in the Declaration of Dawn Robertson, Chief Executive Officer of United Retail Group, Inc., (I) in Support of Debtors’ Chapter 11 Petitions and First Day Pleadings and (II) Pursuant to Local Bankruptcy Rule 1007-2 (the “First Day Declaration”), filed contemporaneously with the Debtors’ voluntary petitions under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) on February 1, 2012 (the “Petition Date”).


3 K&E 21298148

Relief Requested

5. By this Application, the Debtors respectfully request authority to retain and

employ K&E as their attorneys in connection with their chapter 11 cases effective nunc pro tunc

to the Petition Date pursuant to sections 327(a) and 330 of the Bankruptcy Code,

Bankruptcy Rules 2014(a) and 2016 and Local Bankruptcy Rules 2014-1, and 2016-1 and in

accordance with the terms and conditions set forth in the engagement letter by and between

United Retail Group, Inc. and K&E, dated November 7, 2011 (the “Engagement Letter”), a copy

of which is attached hereto as Exhibit 1 to Exhibit A and incorporated by reference herein.

Basis for Relief

A. K&E’s Qualifications.

6. The Debtors seek to retain K&E because of K&E’s recognized expertise and

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

business reorganizations under chapter 11 of the Bankruptcy Code.

7. K&E has been actively involved in major chapter 11 cases and has represented

debtors in many cases, including, among others: In re Friendly Ice Cream Corp., Case No. 11-

13167 (Bankr. D. Del. Nov. 1, 2011); In re Sbarro, Inc., Case No. 11-11527 (Bankr. S.D.N.Y.

May 3, 1011); In re MSR Resort Golf Course LLC, Case No. 11-10372 (Bankr. S.D.N.Y. March

2, 2011); In re The Great Atl. & Pac. Tea Co., Case No. 10-24549 (Bankr. S.D.N.Y. Jan. 12,

2011); In re Insight Health Servs. Holdings Corp., Case No. 10-16564 (Bankr. S.D.N.Y. Jan. 4,

2011); In re FGIC Corp., Case No. 10-14215 (Bankr. S.D.N.Y. Aug. 24, 2010); In re Innkeepers

USA Trust, Case No. 10-13800 (Bankr. S.D.N.Y. Aug. 12, 2010); In re N. Am. Petroleum Corp.,

Case No. 10-11707 (Bankr. D. Del. June 21, 2010); In re S. Bay Expressway, L.P., Case No. 10-

04516 (Bankr. S.D. Cal. June 10, 2010); In re NR Liquidation III Co. (f/k/a Neff Corp.), Case

No. 10-12610 (Bankr. S.D.N.Y. June 9, 2010); In re U.S. Concrete, Inc., Case No. 10-11407


4 K&E 21298148

(Bankr. D. Del. May 21, 2010); In re Bear Island Paper Co., L.L.C., Case No. 10-31202 (Bankr.

E.D. Va. March 24, 2010); In re Atrium Corp., Case No. 10-10150 (Bankr. D. Del. Feb. 24,

2010); In re Citadel Broad. Corp., Case No. 09-17442 (Bankr. S.D.N.Y. Feb. 3, 2010); In re

Stallion Oilfield Servs. Ltd., Case No. 09-13562 (Bankr. D. Del. Nov. 16, 2009); In re The

Reader’s Digest Ass’n, Case No. 09-23529 (Bankr. S.D.N.Y. Sept. 17, 2009); In re Lear Corp.,

Case No. 09-14326 (Bankr. S.D.N.Y. July 31, 2009); In re UTGR, Inc. d/b/a/ Twin River, Case

No. 09-12418 (Bankr. D.R.I. July 30, 2009); In re ION Media Networks, Inc., Case No. 09-

13125 (Bankr. S.D.N.Y. June 23, 2009); In re Visteon Corp., Case No. 09-11786 (Bankr. D. Del.

June 19, 2009); In re DBSD N. Am., Inc., Case No. 09-13061 (Bankr. S.D.N.Y. June 9, 2009); In

re Gen. Growth Props., Inc., Case No. 09-11977 (Bankr. S.D.N.Y. May 26, 2009); In re Source

Interlink Cos., Inc., Case No. 09-11424 (Bankr. D. Del. May 18, 2009).

8. In preparing for its representation of the Debtors in these chapter 11 cases, K&E

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

arise in the context of these chapter 11 cases. The Debtors believe that K&E is both well

qualified and uniquely able to represent them in these chapter 11 cases in an efficient and timely

manner.

B. Services to be Provided.

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

the Debtors request the employment and retention of K&E to render legal services, including the

following:3

a. advising the Debtors with respect to their powers and duties as debtors in possession in the continued management and operation of their businesses and properties;

3 To the extent that the Application and the terms of the Engagement Letter are inconsistent, the terms of the

Engagement Letter shall control.


5 K&E 21298148

b. advising the Debtors on their conduct during these chapter 11 cases, including all of their legal and administrative requirements of operating in chapter 11;

c. attending meetings and negotiating with representatives of creditors and other parties in interest;

d. taking all necessary actions to protect and preserve the Debtors’ estates, including prosecuting actions on the Debtors’ behalf, defending any action commenced against the Debtors and representing the Debtors in negotiations concerning litigation in which the Debtors are involved, including objections to claims filed against the Debtors’ estates;

e. preparing pleadings in connection with these chapter 11 cases, including motions, applications, answers, orders, reports and papers necessary or otherwise beneficial to the administration of the Debtors’ estates;

f. representing the Debtors in connection with obtaining authority to continue using cash collateral and postpetition financing;

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

h. appearing before this Court and any appellate courts to represent the interests of the Debtors’ estates before those courts;

i. advising the Debtors regarding tax matters;

j. assisting the Debtors in obtaining approval of a disclosure statement and confirmation of a chapter 11 plan and all documents related thereto; and

k. performing all other necessary legal services for the Debtors in connection with the prosecution of these chapter 11 cases, including (i) analyzing the Debtors’ leases and contracts and the assumptions, rejections or assignments thereof, (ii) assessing the validity of liens against the Debtors and (iii) advising the Debtors on corporate and litigation matters.


6 K&E 21298148

C. Professional Compensation.

10. K&E intends to apply for compensation for professional services rendered on an

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

subject to Court approval and in compliance with applicable provisions of the Bankruptcy Code,

the Bankruptcy Rules, the Local Bankruptcy Rules, the guidelines established by the Office of

the United States Trustee for the Southern District of New York (the “U.S. Trustee Guidelines”)

and any other applicable procedures and orders of this Court. The hourly rates and

corresponding rate structure K&E will use is equivalent to the hourly rates and corresponding

rate structure that K&E predominately uses for other restructuring matters, as well as similar

complex corporate, securities and litigation matters whether in court or otherwise, regardless of

whether a fee application is required. These rates and the rate structure reflect that restructuring

and other complex matters typically are national in scope and involve great complexity, high

stakes and severe time pressures.

11. K&E operates in a dynamic, national marketplace for legal services in which rates

are driven by multiple factors relating to (a) the individual lawyer and his or her area of

specialization, (b) the firm’s expertise, performance and reputation, (c) the nature of the work

involved and (d) other factors. Because the sub-markets for legal services are fragmented and

are affected by a variety of individualized and interdependent factors, K&E has no single rate for

an individual biller that applies to all matters for all clients. K&E’s rates for an individual biller

may vary as a function of the type of matter, geographic factors, the nature of certain long term

client relationships and various other factors, including those enumerated above.

12. K&E’s hourly rates are set at a level designed to compensate K&E for the work of

its attorneys and paraprofessionals and to cover fixed and routine overhead expenses. Hourly

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


7 K&E 21298148

subject to periodic adjustments to reflect economic and other conditions and are consistent with

the rates charged elsewhere. In particular, K&E’s current hourly rates in the United States for

matters related to these chapter 11 cases range as follows:4

Billing Category Range Partners $670 - $1,045

Of Counsel $560 - $1,045 Associates $370 - $750

Paraprofessionals $145 - $320

13. The following professionals presently are expected to have primary responsibility

for providing services to the Debtors: Marc Kieselstein, P.C. (billing at a rate of $995 per hour);

Nicole L. Greenblatt (billing at a rate of $795 per hour); and Benjamin J. Steele (billing at a rate

of $625 per hour). In addition, as necessary, other K&E professionals and paraprofessionals will

provide services to the Debtors.5

14. It is K&E’s policy to charge its clients in all areas of practice for identifiable,

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

incurred except for the representation of that particular client. It is also K&E’s policy to charge

its clients only the amount actually incurred by K&E in connection with such items. Examples

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

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

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

currency. When billing a U.S. entity, such foreign rates are converted into U.S. dollars, which conversion is calculated at the time of the submission of the application. After converting these foreign rates into U.S. dollars, it is possible that certain rates may exceed the billing ranges listed in the chart above.

5 Although K&E does not anticipate using contract attorneys during these chapter 11 cases, in the unlikely event that such employment becomes necessary, K&E will not charge a markup to the Debtors with respect to fees billed by contract attorneys. Moreover, any contract attorneys or non-attorneys who are employed by the Debtors in connection with work performed by K&E will be subject to conflict checks and disclosures in accordance with the requirements of the Bankruptcy Code.


8 K&E 21298148

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

from time to time K&E utilizes the services of overtime secretaries. In addition, K&E

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

consistent with prepetition practices.

16. In accordance with this Court’s standing order, K&E will charge the lesser of

$0.20 per page or cost for standard duplication in its offices in the United States. K&E does not

charge its clients for facsimile transmissions. K&E has negotiated a discounted rate for Westlaw

computer assisted legal research. Computer assisted legal research is used whenever the

researcher determines that using Westlaw is more cost effective than using traditional techniques

(i.e., non-computer assisted legal research).

D. Compensation Received by K&E from the Debtors.

17. On November 18, 2011, the Debtors paid $300,000 to K&E as a retainer. In

addition, on January 17, 2012, the Debtors paid an additional $200,000 to K&E as a retainer.

The foregoing retainers constitute “classic retainer[s]” as defined in In re Prod. Assocs., Ltd.,

264 B.R. 180, 184-85 (Bankr. N.D. Ill. 2001), and In re McDonald Bros. Contrs., Inc., 114 B.R.

989, 997-99 (Bankr. N.D. Ill 1990). Moreover, pursuant to the Engagement Letter, the classic

retainers are property of K&E and are not held in a separate account. As such, K&E earned the

classic retainers upon receipt, and, consequently, K&E placed the amounts into its general cash

account. As set forth in the Kieselstein Declaration, the Debtors have subsequently replenished

the classic retainers.

18. The amounts K&E has invoiced the Debtors against the classic retainers for

professional services and for the reimbursement of reasonable and necessary expenses incurred

in connection therewith are set forth in the Kieselstein Declaration.


9 K&E 21298148

19. Pursuant to Bankruptcy Rule 2016(b), K&E has neither shared nor agreed to share

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

the partners, associates and contract attorneys associated with K&E or (b) any compensation

another person or party has received or may receive. As of the Petition Date, the Debtors do not

owe K&E any amounts for legal services rendered before the Petition Date. Although certain

expenses and fees may have been incurred, but not yet applied to K&E’s classic retainers, such

amounts, if any, would be less than the balance of K&E’s classic retainers as of the Petition

Date.

E. K&E’s Disinterestedness.

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

Kieselstein Declaration: (a) K&E is a “disinterested person” within the meaning of

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

and does not hold or represent an interest adverse to the Debtors’ estates; and (b) K&E has no

connection to the Debtors, their creditors or related parties (except as may be disclosed in the

Kieselstein Declaration).

21. K&E will periodically review its files during the pendency of these chapter 11

cases to ensure that no conflicts or other disqualifying circumstances exist or arise. If any new

relevant facts or relationships are discovered or arise, K&E will use reasonable efforts to identify

such further developments and promptly will file a supplemental declaration, as required by

Bankruptcy Rule 2014(a).

Supporting Authority

22. The Debtors seek retention of K&E as their attorneys pursuant to section 327(a)

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


10 K&E 21298148

[M]ay employ one or more attorneys, accountants, appraisers, auctioneers, or other professional persons, that do not hold or represent an interest adverse to the estate, and that are disinterested persons, to represent or assist the [debtor] in carrying out the [debtor]’s duties under this title.

11 U.S.C. § 327(a).

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

[S]pecific facts showing the necessity for the employment, the name of the [firm] to be employed, the reasons for the selection, the professional services to be rendered, any proposed arrangement for compensation, and, to the best of the applicant’s knowledge, all of the [firm’s] connections with the debtor, creditors, any other party in interest, their respective attorneys and accountants, the United States trustee, or any person employed in the office of the United States trustee.

Fed. R. Bankr. P. 2014.

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

Kieselstein Declaration, the retention of K&E as counsel to the Debtors is warranted. Further, as

stated in the Kieselstein Declaration, K&E is a “disinterested person” within the meaning of

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

and does not hold or represent an interest adverse to the Debtors’ estates and has no connection

to the Debtors, their creditors or their related parties except as may be disclosed in the

Kieselstein Declaration.

Notice

25. No trustee, examiner or creditors’ committee has been appointed in these chapter

11 cases. The Debtors have provided notice of the Application to: (a) the Office of the United

States Trustee for the Southern District of New York; (b) the entities listed on the Consolidated

List of Creditors Holding the 50 Largest Unsecured Claims filed pursuant to Bankruptcy Rule

1007(d); (c) counsel to the Debtors’ proposed postpetition secured lenders; (d) counsel to


11 K&E 21298148

Redcats USA, Inc.; (e) counsel to the Debtors’ proposed stalking horse bidder; and (f) the

Internal Revenue Service. A copy of this Application is also available on the website of the

Debtors’ notice and claims agent at www.donlinrecano.com/unitedretail. In light of the nature of

the relief requested, the Debtors respectfully submit that no further notice is necessary.

No Prior Request

26. No prior application for the relief requested herein has been made to this or any

other court.

[Remainder of page intentionally left blank]


12 K&E 21298148

WHEREFORE, for the reasons set forth herein, in the First Day Declaration and in the

Kieselstein Declaration, the Debtors respectfully request entry of an Order granting the relief

requested herein and such other and further relief as is just and proper.

Dated: New York, New York February 1, 2012

By: /s/ Dawn Robertson Name: Dawn Robertson Title: Chief Executive Officer of United Retail

Group, Inc. and the other Debtors


K&E 21298148

Exhibit A

Proposed Order


K&E 21298148



ORDER AUTHORIZING THE RETENTION AND EMPLOYMENT OF KIRKLAND & ELLIS LLP AS ATTORNEYS FOR THE DEBTORS AND

DEBTORS IN POSSESSION NUNC PRO TUNC TO THE PETITION DATE

Upon the application (the “Application”)2 of United Retail Group, Inc. and its debtor

affiliates, as debtors and debtors in possession in the above-captioned chapter 11 cases

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

retain and employ Kirkland & Ellis LLP (“K&E”) as their attorneys nunc pro tunc to the Petition

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

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

Rules”) and Rules 2014-1 and 2016-1 of the Local Bankruptcy Rules for the Southern District of

New York (the “Local Bankruptcy Rules”); and this Court having reviewed the Application, the

Declaration of Marc Kieselstein, P.C., a partner at K&E (the “Kieselstein Declaration”); and

upon the First Day Declaration; and this Court having found that this Court has jurisdiction over

this matter pursuant to 28 U.S.C. § 1334; and this Court having found that the Application is a

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



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


2 K&E 21298148

this proceeding and the Application in this District is proper pursuant to 28 U.S.C. § 1408; and

this Court being satisfied based on the representations made in the Application and in the

Kieselstein Declaration that (a) K&E does not hold or represent an interest adverse to the

Debtors’ estates and (b) K&E is a “disinterested person” as defined in section 101(14) of the

Bankruptcy Code and as required by section 327(a) of the Bankruptcy Code; and this Court

having found that the relief requested in the Application is in the best interests of the Debtors’

estates, their creditors and other parties in interest; and notice of the Application appearing

adequate and appropriate under the circumstances; and this Court having found that no other or

further notice need be provided; and this Court having reviewed the Application and having

heard statements in support of the Application at a hearing held before this Court

(the “Hearing”); and this Court having determined that the legal and factual bases set forth in the

Application and at the Hearing establish just cause for the relief granted herein; and any

objections to the relief requested herein having been withdrawn or overruled on the merits; and

after due deliberation and sufficient cause appearing therefor, it is hereby ORDERED THAT:

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

2. The Debtors are authorized to retain and employ K&E as their attorneys nunc pro

tunc to the Petition Date in accordance with the terms and conditions set forth in the Application

and in the engagement letter attached hereto as Exhibit 1 (the “Engagement Letter”).

3. K&E is authorized to provide the Debtors with the professional services described

in the Application and the Engagement Letter. Specifically, but without limitation, K&E will

render legal services, including the following:



3 K&E 21298148











4. K&E shall apply for compensation for professional services rendered and

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


4 K&E 21298148

compliance with the applicable provisions of the Bankruptcy Code, Bankruptcy Rules, Local

Bankruptcy Rules, U.S. Trustee Guidelines and any other applicable procedures and orders of

this Court.

5. Notwithstanding anything in the Engagement Letter to the contrary, K&E shall

apply any remaining amounts of its prepetition retainers as a credit toward postpetition fees and

expenses, after such postpetition fees and expenses are approved pursuant to the first Order of

this Court awarding fees and expenses to K&E. K&E may reserve and apply amounts from the

retainers that would otherwise be applied toward payment of postpetition fees and expenses as

are necessary and appropriate to reimburse K&E for prepetition expenses consistent with its

ordinary course billing practices.

6. K&E shall not charge a markup to the Debtors with respect to fees billed by

contract attorneys who are hired by K&E to provide services to the Debtors and shall ensure that

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

requirements of the Bankruptcy Code and Bankruptcy Rules.

7. K&E shall provide notice of any changes in its hourly rates within ten business

days thereof to the U.S. Trustee and any statutory committee appointed in these chapter 11 cases.

8. K&E shall not withdraw as Debtors’ counsel prior to the effective date of any

chapter 11 plan confirmed in these chapter 11 cases without prior approval of this Court in

accordance with Local Bankruptcy Rule 2090-1(e).

9. The Debtors and K&E are authorized to take all actions necessary to effectuate

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


5 K&E 21298148

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

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

the contents of the Application.

11. To the extent the Application, the Kieselstein Declaration or the Engagement

Letter is inconsistent with this Order, the terms of this Order shall govern.

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

enforceable upon its entry.

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

the implementation of this Order.

Dated: New York, New York ______________, 2012 United States Bankruptcy Judge


K&E 21298148

Exhibit 1

Engagement Letter


K&E 21298148


K&E 21298148

Exhibit B

Kieselstein Declaration


1 K&E 21298148



DECLARATION OF MARC KIESELSTEIN, P.C. IN

SUPPORT OF THE DEBTORS’ APPLICATION FOR ENTRY OF AN ORDER AUTHORIZING THE RETENTION AND EMPLOYMENT OF KIRKLAND & ELLIS LLP AS ATTORNEYS FOR THE DEBTORS

AND DEBTORS IN POSSESSION NUNC PRO TUNC TO THE PETITION DATE

I, Marc Kieselstein, P.C., under penalty of perjury, declare as follows:

1. I am a partner in the law firm of Kirkland & Ellis LLP (“K&E”), located at

601 Lexington Avenue, New York, New York 10022. I am a member in good standing of the

Bar of the State of New York, and I have been admitted to practice in the United States District

Court for the Southern District of New York. There are no disciplinary proceedings pending

against me.

2. I submit this declaration in support of the application (the “Application”)2 of

United Retail Group, Inc. and its debtor affiliates, as debtors and debtors in possession in the

above-captioned chapter 11 cases (collectively, the “Debtors”), for entry of an order authorizing

the Debtors to retain and employ K&E as their attorneys nunc pro tunc to the Petition Date,

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



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


2 K&E 21298148

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

Rules”) and rules 2014-1 and 2016-1 of the Local Bankruptcy Rules for the Southern District of

New York (the “Local Bankruptcy Rules”). Except as otherwise noted, I have personal

knowledge of the matters set forth herein.

A. K&E’s Qualifications.

3. The Debtors seek to retain K&E because of K&E’s recognized expertise and

extensive experience and knowledge in the field of corporate restructuring, creditors’ rights and

business reorganizations under chapter 11 of the Bankruptcy Code.

4. K&E has been actively involved in major chapter 11 cases and has represented

debtors in many cases, including, among others: In re Friendly Ice Cream Corp., Case No. 11-

13167 (Bankr. D. Del. Nov. 1, 2011); In re Sbarro, Inc., Case No. 11-11527 (Bankr. S.D.N.Y.

May 3, 1011); In re MSR Resort Golf Course LLC, Case No. 11-10372 (Bankr. S.D.N.Y. March

2, 2011); In re The Great Atl. & Pac. Tea Co., Case No. 10-24549 (Bankr. S.D.N.Y. Jan. 13,

2011); In re Insight Health Servs. Holdings Corp., Case No. 10-16564 (Bankr. S.D.N.Y. Jan. 4,

2011); In re FGIC Corp., Case No. 10-14215 (Bankr. S.D.N.Y. Aug. 24, 2010); In re Innkeepers

USA Trust, Case No. 10-13800 (Bankr. S.D.N.Y. Aug. 12, 2010); In re N. Am. Petroleum Corp.,

Case No. 10-11707 (Bankr. D. Del. June 21, 2010); In re S. Bay Expressway, L.P., Case No. 10-

04516 (Bankr. S.D. Cal. June 10, 2010); In re NR Liquidation III Co. (f/k/a Neff Corp.), Case

No. 10-12610 (Bankr. S.D.N.Y. June 9, 2010); In re U.S. Concrete, Inc., Case No. 10-11407

(PJW) (Bankr. D. Del. May 21, 2010); In re Bear Island Paper Co., L.L.C., Case No. 10-31202

(Bankr. E.D. Va. March 24, 2010); In re Atrium Corp., Case No. 10-10150 (Bankr. D. Del. Feb.

24, 2010); In re Citadel Broad. Corp., Case No. 09-17442 (Bankr. S.D.N.Y. Feb. 3, 2010); In re

Stallion Oilfield Servs. Ltd., Case No. 09-13562 (Bankr. D. Del. Nov. 16, 2009); In re The

Reader’s Digest Ass’n, Case No. 09-23529 (Bankr. S.D.N.Y. Sept. 17, 2009); In re Lear Corp.,


3 K&E 21298148

Case No. 09-14326 (Bankr. S.D.N.Y. July 31, 2009); In re UTGR, Inc. d/b/a/ Twin River, Case

No. 09-12418 (Bankr. D.R.I. July 30, 2009); In re ION Media Networks, Inc., Case No. 09-

13125 (Bankr. S.D.N.Y. June 23, 2009); In re Visteon Corp., Case No. 09-11786 (Bankr. D. Del.

June 19, 2009); In re DBSD N. Am., Inc., Case No. 09-13061 (Bankr. S.D.N.Y. June 9, 2009); In

re Gen. Growth Props., Inc., Case No. 09-11977 (Bankr. S.D.N.Y. May 26, 2009); In re Source

Interlink Cos., Inc., Case No. 09-11424 (Bankr. D. Del. May 18, 2009).

5. Pursuant to the engagement letter, dated November 7, 2011, by and between

United Retail Group, Inc. and K&E (the “Engagement Letter”), a copy of which is annexed as

Exhibit 1 to the proposed order attached as Exhibit A to the Application (the “Order”), K&E

has advised the Debtors with respect to a potential restructuring. In preparing for its

representation of the Debtors in these chapter 11 cases, K&E has become familiar with the

Debtors’ business and many of the legal issues that may arise in these chapter 11 cases. K&E is

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

efficient and timely manner.

B. Services to Be Provided.

6. The Debtors retained K&E pursuant to the terms of Engagement Letter. Subject

to further order of this Court, and consistent with the Engagement Letter, the Debtors request the

employment and retention of K&E to render legal services, including the following:3



3 To the extent that the Application and the terms of the Engagement Letter are inconsistent, the terms of the

Engagement Letter shall control.


4 K&E 21298148










C. Compensation Received by K&E from the Debtors.

7. K&E has provided and agrees to continue to provide assistance to the Debtors in

accordance with the terms and conditions set forth in the Application and the Engagement Letter.

On November 18, 2011, the Debtors paid $300,000 to K&E as a retainer. In addition, on January


5 K&E 21298148

17, 2012, the Debtors paid an additional $200,000 to K&E as a retainer. The foregoing retainer

payments constitute advance payments and “classic retainer” payments as defined in In re

Production Assocs., Ltd., 264 B.R. 180, 184–85 (Bankr. N.D. Ill. 2001) and In re McDonald

Bros. Construction, Inc., 114 B.R. 989, 997–99 (Bankr. N.D. Ill. 1990). Moreover, pursuant to

the Engagement Letter, the classic retainers are property of K&E and are not held in a separate

account. As such, K&E earned the classic retainers upon receipt, and, consequently, K&E

placed the amounts into its general cash account.

8. The amounts K&E has invoiced the Debtors against the classic retainers for

professional services and for the reimbursement of reasonable and necessary expenses incurred

in connection therewith are set forth herein.

9. During the 90-day period before the Petition Date, the Debtors paid K&E the

following amounts: Type of

Transaction Invoice

Date Billed

Amount Payment

Date Retainer

Replenishment Retainer Balance

Classic Retainer -- $300,000.00 11/18/11 $300,000.00 Invoice 11/30/11 $257,554.44 $42,445.56 Retainer

Replenishment 12/9/11 $257,554.44 $300,000.00

Invoice 12/15/11 $298,636.00 $1,364.00 Invoice 12/28/11 $247,963.99 ($246,599.00) Retainer

Replenishment 12/29/11 $247,963.99 $1,364.00

Invoice 1/3/12 $150,665.71 ($149,301.71) Retainer

Replenishment 1/5/12 $449,301.71 $300,000.00

Invoice 1/9/12 $156,067.38 $143,932.62 Retainer

Replenishment and Retainer Increase

1/17/12 356,067.38 $500,000.00


Replenishment 1/19/12 $196,570.16 $500,000.00


Replenishment 1/25/12 $497,019.88 $500,000.00


6 K&E 21298148

Type of Transaction

Invoice Date

Billed Amount

Payment Date

Retainer Replenishment

Retainer Balance


Replenishment 1/31/12 $241,332.12 $500,010.00

10. As of the Petition Date, the Debtors do not owe K&E any amounts for legal

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

incurred, but not yet applied to K&E’s classic retainers, such amounts, if any, would be less than

the balance of K&E’s classic retainers as of the Petition Date.

D. Professional Compensation During the Chapter 11 Cases.

11. K&E intends to apply for compensation for professional services rendered on an

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

subject to Court approval and in compliance with applicable provisions of the Bankruptcy Code,

Bankruptcy Rules, Local Bankruptcy Rules, U.S. Trustee Guidelines and any other applicable

procedures and orders of this Court. The hourly rates and corresponding rate structure K&E will

use is equivalent to the hourly rates and corresponding rate structure that K&E predominately

uses for other restructuring matters, as well as similar complex corporate, securities and litigation

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

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

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

12. K&E operates in a dynamic, national marketplace for legal services in which rates

are driven by multiple factors relating to (a) the individual lawyer and his or her area of

specialization, (b) the firm’s expertise, performance and reputation, (c) the nature of the work

involved and (d) other factors. Because the sub-markets for legal services are fragmented and

are affected by a variety of individualized and interdependent factors, K&E has no single rate for


7 K&E 21298148

an individual biller that applies to all matters for all clients. K&E’s rates for an individual biller

may vary as a function of the type of matter, geographic factors, the nature of certain long term

client relationships and various other factors, including those enumerated above.

13. K&E’s hourly rates are set at a level designed to compensate K&E for the work of

its attorneys and paraprofessionals and to cover fixed and routine overhead expenses. Hourly

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

subject to periodic adjustments to reflect economic and other conditions and are consistent with

the rates charged elsewhere. In particular, K&E’s current hourly rates in the United States for

matters related to these chapter 11 cases range as follows:4

Billing Category Range Partners $670 - $1,045

Of Counsel $560 - $1,045 Associates $370 - $750

Paraprofessionals $145 - $320

14. The following professionals presently are expected to have primary responsibility

for providing services to the Debtors: Marc Kieselstein, P.C. (billing at a rate of $995 per hour);

Nicole L. Greenblatt (billing at a rate of $795 per hour); and Benjamin J. Steele (billing at a rate

of $625 per hour). In addition, as necessary, other K&E professionals and paraprofessionals will

provide services to the Debtors.5

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

currency. When billing a U.S. entity, such foreign rates are converted into U.S. dollars at the then applicable conversion rate. After converting these foreign rates into U.S. dollars, it is possible that certain rates may exceed the billing ranges listed in the chart above.

5 Although K&E does not anticipate using contract attorneys during these chapter 11 cases, in the unlikely event that such employment becomes necessary, K&E will not charge a markup to the Debtors with respect to fees billed by contract attorneys. Moreover, any contract attorneys or non-attorneys who are employed by the Debtors in connection with work performed by K&E will be subject to conflict checks and disclosures in accordance with the requirements of the Bankruptcy Code.


8 K&E 21298148

15. It is K&E’s policy to charge its clients in all areas of practice for identifiable,

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

incurred except for the representation of that particular client. It is also K&E’s policy to charge

its clients only the amount actually incurred by K&E in connection with such items. Examples

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

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

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

from time to time K&E utilizes the services of overtime secretaries. In addition, K&E

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

consistent with prepetition practices.

17. In accordance with this Court’s standing order, K&E will charge at the lesser of

$0.20 per page or cost for standard duplication in its offices in the United States. K&E does not

charge its clients for facsimile transmissions. K&E has negotiated a discounted rate for Westlaw

computer assisted legal research. Computer assisted legal research is used whenever the

researcher determines that using Westlaw is more cost effective than using traditional techniques

(i.e., non-computer assisted legal research).

18. K&E further states that, pursuant to Bankruptcy Rule 2016(b), it has not shared,

nor agreed to share (a) any compensation it has received or may receive with another party or

person, other than with the partners, associates and contract attorneys associated with K&E or

(b) any compensation another person or party has received or may receive.

E. K&E’s Disinterestedness.

19. In connection with its proposed retention by the Debtors in these cases, K&E

undertook to determine whether it had any conflicts or other relationships that might cause it not

to be disinterested or to hold or represent an interest adverse to the Debtors. Specifically, K&E


9 K&E 21298148

obtained from the Debtors and/or their representatives the names of individuals and entities that

may be parties in interest in these chapter 11 cases and such parties are listed on Schedule 1

attached hereto. K&E has searched on its electronic database for its connections to the entities

listed on Schedule 1 attached hereto. To the extent that I have been able to ascertain that K&E

has been retained within the last three years to represent any of the potential parties in interest (or

their affiliates, as the case may be) in matters unrelated to these cases, such facts are disclosed on

Schedule 2 attached hereto.

20. K&E and certain of its partners and associates may have in the past represented,

may currently represent and likely in the future will represent, parties in interest in these

chapter 11 cases in connection with matters unrelated (except as otherwise disclosed herein) to

the Debtors and these chapter 11 cases. K&E has searched its electronic database for its

connection to the entities listed on Schedule 1 to this Declaration. The information listed on

Schedule 1 may have changed without my knowledge and may change during the pendency of

these chapter 11 cases. K&E will periodically review its files during the pendency of these

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

any new relevant facts or relationships are discovered or arise, K&E will use reasonable efforts

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

required by Bankruptcy Rule 2014(a).

21. The following is a list of the categories that K&E has searched:

Schedule Category 1(a) Current and Recent Former Entities Affiliated with the Debtors 1(b) Current and Recent Former Directors and Officers 1(c) Contract Counterparties 1(d) Credit Card Counterparties 1(e) Equity Holders 1(f) Insurers


10 K&E 21298148

1(g) Landlords 1(h) Letter of Credit Beneficiaries 1(i) Litigants 1(j) Ordinary Course Professionals 1(k) Potential Bidders 1(l) Professionals 1(m) Significant Vendors 1(n) Top Secured Creditors 1(o) U.S. Trustee, Judges and Court Contacts for the Southern District of New

York

22. Out of an abundance of caution, listed on Schedule 2 to this Declaration are the

results of K&E’s conflicts searches of the above-listed entities.6 In connection with services to

be rendered to the Debtors, K&E will not commence a cause of action against a Current Client

with respect to these chapter 11 cases, unless K&E receives a waiver from the Current Client

allowing K&E to commence such an action or is no longer representing such Current Client in

any matters. To the extent that a waiver does not exist or is not obtained from such client and it

is necessary for the Debtors to commence an action against that client, the Debtors will retain

conflicts counsel to represent them in that particular matter.

23. K&E’s conflicts search of the parties in interest listed on Schedules 1(a)-(o)

attached hereto (that K&E was able to locate using its reasonable efforts) reveals, to the best of

K&E’s knowledge, that certain K&E attorneys and paraprofessionals who previously worked at

other law firms that represented certain potential parties in interest in these chapter 11 cases have

not worked on matters relating to the Debtors’ restructuring efforts while at K&E.

6 As referenced in Schedule 2, the term “current client” means a client to whom time was posted in the twelve

months preceding the Petition Date (each, a “Current Client”). As referenced in Schedule 2, the term “former client” means a client to whom time was posted between 12 and 36 months preceding the Petition Date. On Schedule 2, the term “closed client” means a client to whom time was posted in the 36 months preceding the Petition Date, but for which the client representation has been closed. As a general matter, K&E discloses connections with former clients or closed clients for whom time was posted in the last 36 months, but does not disclose connections if time was billed more than 36 months before the Petition Date.


11 K&E 21298148

24. Based on the conflicts search conducted to date and described herein, to the best

of my knowledge, neither I, K&E nor any partner or associate thereof, insofar as I have been able

to ascertain, have any connection with the Debtors, their creditors or any other parties in interest,

their respective attorneys and accountants, the U.S. Trustee or any person employed in the office

of the U.S. Trustee or any Bankruptcy Judge currently serving on the Bankruptcy Court, except

as disclosed or otherwise described herein.

25. K&E will review its files periodically during the pendency of these chapter 11

cases to ensure that no conflicts or other disqualifying circumstances exist or arise. If any new

relevant facts or relationships are discovered or arise, K&E will use reasonable efforts to identify

such further developments and will file promptly a supplemental declaration, as required by

Bankruptcy Rule 2014(a).

26. Generally, it is K&E’s policy to disclose clients in the capacity that they first

appear in a conflicts search. For example, if a client already has been disclosed in this

Declaration in one capacity (e.g., a customer), and the client appears in a subsequent conflicts

search in a different capacity (e.g., a vendor), K&E does not disclose the same client again in

supplemental declarations, unless the circumstances are such in the latter capacity that additional

disclosure is required.

27. From time to time, K&E has referred work to other professionals that the Debtors

propose to retain in these chapter 11 cases. Likewise, certain such professionals have referred

work to K&E.

28. At times, certain insurance companies pay the legal bills of K&E clients. Some of

these insurance companies may be involved in these chapter 11 cases. None of these insurance


12 K&E 21298148

companies, however, are K&E clients as a result of the fact that they pay legal fees on behalf of

K&E clients.

Specific Disclosures

29. As specifically set forth below and in the attached Schedules, K&E represents

certain parties in interest in these chapter 11 cases in ongoing matters unrelated to the Debtors

and these chapter 11 cases. None of the representations described herein preclude K&E from

being a disinterested party under the Bankruptcy Code. Moreover, pursuant to section 327(c) of

the Bankruptcy Code, K&E is not disqualified from acting as the Debtors’ counsel merely

because it represents the Debtors’ creditors, equity security holders or other parties in interest in

matters unrelated to these chapter 11 cases.

A. JP Morgan Chase & Co.

30. The spouse of Helen E. Witt, P.C., a partner at K&E, is a managing director of JP

Morgan Chase & Co (“JP Morgan”). JP Morgan’s affiliate, JP Morgan Chase Bank, and its

sub-affiliates, Paymentech LLC and Paymentech LP, are counterparties to credit card agreements

with the Debtors. Out of an abundance of caution, K&E has instituted formal screening

measures to screen Ms. Witt from all aspects of K&E’s representation of the Debtors.

B. Donlin, Recano & Company, Inc.

31. The Debtors have sought authority to retain Donlin, Recano & Company, Inc.

(“Donlin Recano”) as their notice and claims agent. Alison Miller, a former K&E associate, is

currently a Director of Business Development for Donlin Recano. Ms. Miller’s work at K&E

was not related to the Debtors or these chapter 11 cases, but K&E discloses this connection out

of an abundance of caution.


13 K&E 21298148

C. Albert Cho.

32. Prior to joining the firm, Albert Cho, a partner at K&E, represented numerous

clients adverse to K&E’s current and former restructuring clients. Out of the abundance of

caution, K&E has instituted formal screening procedures to screen Mr. Cho from all

restructuring matters involving K&E’s representation of the Debtors in these chapter 11 cases.

D. Versa Capital Management, LLC.

33. Versa Capital Management, LLC (“Versa”) is among the parties that participated

in the prepetition marketing process for the Debtors’ assets. K&E has represented and continues

to represent Versa in matters unrelated to the Debtors and these chapter 11 cases. K&E has not

and will not represent Versa in connection with these chapter 11 cases. K&E does not believe its

representation of Versa in such unrelated matters presents a conflict with K&E and is disclosing

this relationship out of an abundance of caution.

E. Gary M. Holihan.

34. Gary M. Holihan, a former K&E partner, is currently in house counsel with

Sycamore Management Partners LLC (“Sycamore”). Sycamore is among the parties that

participated in the prepetition marketing process for the Debtors’ assets. While previously

employed by K&E between 1992 and 2011, Mr. Holihan’s work was unrelated to the Debtors

and these chapter 11 cases. K&E does not believe Mr. Holihan’s employment by Sycamore

presents a conflict for K&E and is disclosing this relationship out of an abundance of caution.

F. 1% Fee Arrangements.

35. Of the clients listed on Schedule 2, only one represents more than one percent of

K&E’s fee receipts for the twelve-month period ending on December 31, 2011: IBM

Corporation Lender Business Process Services, Inc. (“IBM”). Specifically, during that period,


14 K&E 21298148

IBM, a significant vendor of the Debtors, or IBM’s affiliates, represented 1.22 percent of K&E’s

fee receipts.

Other Disclosures

A. Relationships with Top Secured Creditors.

36. As disclosed in Schedule 2 attached hereto, K&E formerly represented Wells

Fargo Bank NA (“Wells Fargo”), a secured creditor of the Debtors. Except as set forth below,

such representation has been in matters unrelated to the Debtors and these chapter 11 cases.

B. Relationships with Counterparties to Credit Card Agreements.

37. As disclosed in Schedule 2 attached hereto, K&E currently represents, and has

formerly represented, certain of the Debtors’ counterparties to credit card agreements. All such

representations have been in matters unrelated to the Debtors and these chapter 11 cases.

C. Significant Vendors.

38. As disclosed in Schedule 2 attached hereto, K&E currently represents certain of

the Debtors’ significant vendors. All such representations have been in matters unrelated to the

Debtors and these chapter 11 cases.

D. Relationships with Other Professionals.

39. As disclosed in Schedule 2 attached hereto, K&E currently represents, and

formally represented, certain affiliates, subsidiaries and entities associated with various

professionals that the Debtors seek to retain in connection with these chapter 11 cases. All prior

and current K&E representations of these professionals have been in matters unrelated to the

Debtors and these chapter 11 cases. K&E has not represented and will not represent any such

professionals in connection with any matter in these chapter 11 cases.


15 K&E 21298148

E. Relationships with Landlords.

40. As disclosed in Schedule 2 attached hereto, K&E currently represents, and has

formerly represented, certain landlords of the Debtors. All such representations have been in

matters unrelated to the Debtors and these chapter 11 cases.

F. Connections to Certain K&E Chapter 11 Representations.

41. Some of the Debtors and certain affiliates, subsidiaries, joint ventures and/or other

entities associated with the Debtors are parties in interest of entities that K&E currently

represents or has formally represented in bankruptcy proceedings. K&E will not represent the

Debtors or any affiliates, subsidiaries, joint ventures and/or other entities associated with the

Debtors in any matter related to K&E’s clients’ bankruptcy proceedings.

G. K&E Attorney and Employee Investments.

42. From time to time, K&E partners, of counsel, associates and employees

personally invest in mutual funds, retirement funds, private equity funds, venture capital funds,

hedge funds and other types of investment funds (the “Investment Funds”), through which such

individuals indirectly acquire a debt or equity security of many companies, one of which may be

the Debtor, often without K&E’s knowledge. The investing K&E person(s) generally own

substantially less than 1% of such Investment Fund, do not manage or otherwise control such

Investment Fund and have no influence over the Investment Fund’s decision to buy, sell or vote

any particular security. The Investment Fund is generally operated as a blind pool, meaning that

when the K&E person(s) make an investment in the Investment Fund, he, she or they do not

know what securities the blind pool Investment Fund will purchase or sell and have no control

over such purchases or sales.

43. From time to time one or more K&E partners and of counsel voluntarily choose to

form an entity (a “Passive-Intermediary Entity”) to invest in one or more Investment Funds.


16 K&E 21298148

Such Passive-Intermediary Entity is composed only of persons who were K&E partners and of

counsel at the time of the Passive-Intermediary Entity’s formation (although some are now

former K&E partners and of counsel). Participation in such a Passive-Intermediary Entity is

wholly voluntary and only a portion of K&E’s partners and of counsel choose to participate. The

Passive-Intermediary Entity generally owns substantially less than 1% of any such

Investment Fund does not manage or otherwise control such Investment Fund, and has no

influence over the Investment Fund’s decision to buy, sell or vote any particular security. Each

Investment Fund in which a Passive-Intermediary Entity invests is operated as a blind pool, so

that the Passive-Intermediary Entity does not know what securities the blind pool Investment

Funds will purchase or sell and has no control over such purchases or sales. And, indeed, the

Passive-Intermediary Entity often arranges for statements and communications from the

Investment Funds to be sent solely to a blind administrator who edits out all information

regarding the identity of the Investment Fund’s underlying investments, so that the Passive-

Intermediary Entity does not learn (even after the fact) the identity of the securities purchased,

sold or held by the Investment Fund.

44. From time to time, K&E partners, of counsel, associates and employees

personally directly acquire a debt or equity security of companies which could be a Debtor.

K&E has a long-standing policy prohibiting attorneys and employees from using confidential

information that may come to their attention in the course of their work. In this regard, all K&E

attorneys and employees are barred from trading in securities with respect to which they possess

confidential information.

K&E Screening Procedures

45. Under K&E’s screening procedures, K&E’s conflicts department distributes a

memorandum to all K&E attorneys and legal assistants directing them as follows: (a) not to


17 K&E 21298148

discuss any aspects of K&E’s representation of the Debtors with the screened K&E attorneys;

(b) to conduct meetings, phone conferences and other communications regarding K&E’s

representation of the Debtors in a manner that avoids contact with the screened K&E attorneys;

(c) to take all measures necessary or appropriate to prevent access by the screened K&E

attorneys to the files or other information related to K&E’s representation of the Debtors; and

(d) to avoid contact between the screened K&E attorneys and all K&E personnel working on the

representation of the Debtors unless there is a clear understanding that there will be no

discussion of any aspects of K&E’s representation of the Debtors. Furthermore, K&E already

has procedures to block any screened K&E attorneys from accessing files and documents related

to the Debtors that are stored in K&E’s electronic document managing system.

Affirmative Statement of Disinterestedness

46. Based on the conflicts search conducted to date and described herein, to the best

of my knowledge and insofar as I have been able to ascertain, (a) K&E is a “disinterested

person” within the meaning of section 101(14) of the Bankruptcy Code, as required by

section 327(a) of the Bankruptcy Code, and does not hold or represent an interest adverse to the

Debtors’ estates and (b) K&E has no connection to the Debtors, their creditors or their related

parties, except as may be disclosed herein.

Pursuant to 28 U.S.C. § 1746, I declare under penalty of perjury that the foregoing is true

and correct.

Dated: New York, New York February 1, 2012 /s/ Marc Kieselstein, P.C. Marc Kieselstein, P.C.

Partner, Kirkland & Ellis LLP


K&E 21298148

Schedule 1

The following lists contain the names of reviewed entities as described more fully in the Declaration of Marc Kieselstein, P.C. in Support of the Application of the Debtors for Entry of an Order Authorizing the Retention of Kirkland & Ellis LLP as Attorneys for the Debtors and Debtors in Possession Effective Nunc Pro Tunc to the Petition Date (the “Kieselstein Declaration”).1 Where the names of the entities reviewed are incomplete or ambiguous, the scope of the search was intentionally broad and inclusive, and Kirkland & Ellis LLP reviewed each entity in its records, as more fully described in the Kieselstein Declaration, matching the incomplete or ambiguous name.

List of Schedules

1(a) Current and Recent Former Entities Affiliated with the Debtors 1(b) Current and Recent Former Directors and Officers 1(c) Contract Counterparties 1(d) Credit Card Counterparties 1(e) Equity Holders 1(f) Insurers 1(g) Landlords 1(h) Letter of Credit Beneficiaries 1(i) Litigants 1(j) Ordinary Course Professionals 1(k) Potential Bidders 1(l) Professionals 1(m) Significant Vendors 1(n) Top Secured Creditors 1(o) U.S. Trustee, Judges, and Court Contacts for the Southern District of New York (and Key Staff Members)

1 All capitalized terms used but otherwise not defined herein shall have the meanings ascribed to them in the

Kieselstein Declaration.


2 K&E 21298148

SCHEDULE 1(a)

Current and Recent Former Entities Affiliated with the Debtors

Avenue Gift Cards Inc. Avenue Inc. Cloudwalkers Inc. United Distribution Services Inc. United Retail Group Inc. United Retail Holding Corp. United Retail Inc. United Retail Logistics Operations Inc.


3 K&E 21298148

SCHEDULE 1(b)

Current and Recent Former Directors and Officers

Ansart, Bernard Benaroya, Raphael Bouquet, Gregory Carroll, Kenneth Cohen, Alan Courteille, Eric Dalrymple, Jeanne Kady Daly, Julie DeMaio, Ellen Dena, Therese Desjonqueres, Sylvain Doucet, Catherine English, David Faintreny, Eric Fielder, Joann Fleishaker, Aaron Frauenberger, Kent Fullerton, John Grossman, Jon Harbert, Kelly Hein, Gail Hill, Andrew Radcliffe Howard, Dave Ippoliti, Patti Kramer, Harmut Lavau, Pascal Cesbron

Lowney, Kevin Lucas, Scott Makinen, Micheal Marzloff, Olivier McFarren, Paul McGahan, Patrick Miller, Alan Noir, Jean-Michel Oakes, Frederick William O'Connell, John Jay, III Orloff, Brad Panicali, Rose Penet, Alain Pierrotin, Thierry Falque Puffer, Terence Remeta, George Robertson, Dawn Scherr, Sloan Schleiffer, Gerald Shiverdecker, Virginia Spain, Debbie Stern, Frederic E. Stravitz, Russell Trunley, Margo Vinot, Bernard White, Gary


4 K&E 21298148

SCHEDULE 1(c)

Contract Counterparties

Meridian IT Inc. Meridian Leasing Corp.Ace


5 K&E 21298148

SCHEDULE 1(d)

Credit Card Counterparties

Alliance Data Systems Corp. American Express Travel Related Services Co. Inc. American Express Travel Related Services Inc. American Express TRS Co. Inc. BA Merchant Services LLC Bank of America NA HSBC Bank plc HSBC Holdings plc JP Morgan Chase Bank JP Morgan Chase Bank NA Paymentech LLC Paymentech LP Paypal Inc. PTI General Partner LLC Wells Fargo Bank NA Wells Fargo Merchant Services LLC World Financial Capital Bank World Financial Network National Bank


6 K&E 21298148

SCHEDULE 1(e)

Equity Holders

PPR Group Redcats USA Inc. VLP Corp.


7 K&E 21298148

SCHEDULE 1(f)

Insurers

Anthem Blue Cross Blue Shield Benefit Strategies Chubb HM Insurance Horizon Blue Cross Blue Shield of New Jersey Prudential T. Rowe Price


8 K&E 21298148

SCHEDULE 1(g)

Landlords

1000 Bridge Holding Co. LLC 1520 Flatbush Ave Inc. 17 & Summit Associates 170 Market Street Realty 1900 Hempstead Turnpike LLC 1990 Associates 280 Metro LP 4000 Oxford Drive Associates LP 4925 Mayflower Square One 580 W Germantown Pike Ste 6034 Azle Avenue LLC 69th St Retail Mall LP 8250 Simon Capital GP 8655 Pulaski Joint Venture LLC AC I Toms River LLC Academy Square LLC Acadia Merrillville Realty LP ACP Cumberland Associates Adams Run SC Associates LP Addison Mall LLC Agolf LLC AHB Atlantic Realty LLC Airport Plaza LLC Alamo Vista Holdings LLC Alderwood SC 04 E LLC Alexander's Kings Plaza LLC Alexandria Main Mall LLC Alhambra Valley Property Almeda Shopping Center LLC Amcap Copaco LLC American National Bank Amherst II VF LLC Anbil II - RO LP Appleton Shops LLC Arbor Walk Mall LLC Arboretum Retail LLC Arundel Mills Ash Realty Ltd. Aspen Hill Venture Assembly Square LP Auburn Plaza LP Audubon Ventures LLC Avenue K Lancaster UCM

Aviation Marketplace LLC AVR CPC Associates LLC Bachman Lake Village Baldwin Square LLC Bank of Waukegan, The Barton Lynnhaven LLC Basser Kaufman 222 LLC Basser Kaufman 226 LLC Basser, Harold Bay Harbour Associates LP Bay Plaza Community Center Bay Shore Mall LP Beal & Co. Inc. Bell Forge Sq SC Bellwether Prop of Florida Ltd. Belmont Shopping Center LP Beltline & Grande LP Benderson-Kendall Associates LLC Benderson-Wainberg Associates LP Bensalem Holding Co. LP Berta Associates Bevly, W.M. BG Delaware Holdings LLC BG Milestrip II LLC BG Monmouth LLC Birchwood Mall LP BIS Corp. Blex Exchange GP VI LLC Blockbusters Inc. Bloomingdale Square Bon Marche LLC Bonnie Management Corp. Borick, Juanita Borick, Louis BPR Shopping Center LP Bradley Operating LP Brandon Associates Southgate LLC BRE Retail Residual Mist Lake Plaza Owner LLC BRE Retail Residual Mo Owner LLC Brentwood Square Briggsmore Shopping Center Broad Street Associates


9 K&E 21298148

Brown, Irene G. Buckhead Equities Inc. Byron Flagler Ltd. C&B Realty #2 LLC CA New Plan Acquisition Fund LLC Cafaro Northwest Partnership Cafaro Ross Partnership Cambridge Crossings Shops 2 LLC Campbell Corners LP Canterbury Plaza Prop Ltd. Capitol Court Corp. Carlson, Harold J. Carlyle Jamestown Part. LLC Carlyle Rock Ridge LLC Cary Crossroads (DE) LLC Cascade Plaza Partnership Cascade Station Retail Center LLC CBL & Associates Management Inc. CBL Parkdale Mall LP Cedar-Carmans LLC Center Ridge Co. Centereach Mall Associates Central Avenue Investors Central Plaza Associates Centre On Seventeenth Partners Centro Bradley Crystal Lake LLC Centro Bradley Spe 1 LLC Centro Bradley Spe 5 LLC Centro GA Southland SC LLC Centro GA Waterbury LLC Centro Independence LLC Centro NP Holdings 11 Spe LLC Centro Np Mableton Walk LLC Centro Np Roosevelt Mall Owner LLC Centro Watt Operating Part. Centro Watt Prop. Owner II Centro/IA Regency Park SC LLC Centro/Watt Property Owner Century Capital Group Ltd. Cermak Plaza Associates Cerritos Promenade LLC CF Southpark LP CFH Realty III/Sunset Valley LP Charles County Subsidiary LLC Chatham Plaza LLC Chera Realty & Development

Chesterfield County Industrial Development Authority (VA) Chicago Ridge 035 Partners LP Ciardullo, Robert, M.D. Circle Plaza LLC Clackamas Town Center Clearwater Springs SC Cobb Place Associates Cohen Commercial Property Cole Mt Broadview Il LLC Coliseum Crossing Columbia Joint Venture Columbia-BBB Westchester SC Associates Combined Properties Commercial Realty Enterprises Commons at Willowbrook, The Comstock, R.J. Conhc LLC Connecticut Post LP Conservative Development Coolsprings Crossing LP Copperwood Village LP Core Fund Loop Property LLC Corning Development Corp. Corporate Property Investors Covington Cameron Crossing CP Deerfield LLC CP Pembroke Pines LLC CP/Ipers Coral LLC CPT Creekside Town Center LLC Cranston/BVT Associates LP Crescent Land Development Associates Cross Point Realty Services Inc. Crossroads at Chesapeake Square Crossroads II LLC Crossroads Plaza Associates Crystal Mall Associates LP CT Retail Properties Finance 12 D&B Associates Danada Square West Danbury Fair Mall LLC David Bohannon Org DCG Investment Properties LLC DDR Crossroads Center LLC DDR Culver Ridge LLC DDR DB 151 Ventures LP


10 K&E 21298148

DDR DB SA Ventures LP DDR Mdt Belden Park LLC DDR Mdt Great Northern LLC DDR Mdt Harbison Court LLC DDR Mdt Lakepointe Cross. DDR Mdt Marketplace@TownCenter DDR Mdt Woodfield Vlg LLC DDR Oviedo Park LLC DDR Southeast Fountains LLC DDRM Riverdale Shops LLC DDRM Springfield Commons LLC DDRTC Eisenhower Crossing DDRTC Fayette I & II LLC DDRTC Village Crossing LLC DDRTC Westside Centre LLC De Lapa, Ralph Debenedetti, John L. Deer Park Associates Deer Valley Center Ltd. Del Amo Fashion Center Operating Co. LLC Delco Development Co. of Hicksville Desert Palms Holding LLC Developers Diversified Dixie Manor LLC Dollar Tree Stores #3787 Dolphin Mall Associates LP Donahue Schriber Realty Group LP Downtown Islamic Group, The DW 28 Troy Ohio LLC E&A Acquisition LP Eagle-Hulen LP East Count East Group East Gate Center II Tic East Park Improvements LLC Eastfield Mall Associates LP Eastgate Associates LP Eastgate Shopping Center Eastlake Square Associates Eastland Shopping Centers LLC Eastover Plaza Improvements Eastport Plaza Shop Center Eastridge Mall Eastwick Joint Venture IV Edens & Avant Properties LP Edgewater Retail Partners

EDM Investments EE Cedar Hill Crossing LP Eja Livonia Lease LLC Elias Properties Management Inc. Equit Life Assur, The Equit. Life Equitable Life Ass. of US Equitable Life Assurance Equity Alliance of Ft Worth Equity One (Louisiana Portfolio) LLC Equity Prop. Inc. Equity Properties & Development Co. Esplanade Mall LP Evergreen Plaza Associates I LP Evergreen Plaza Associates LP Excel Realty Trust Excel Realty Trust-St Inc. Fashion Station Trust Faunce Corner Mall LLC FB/Bend Associates FC Hanson Associates LLC FC Queens Place Associates LLC Fed Construct Ltd. Federal Construction Inc. Federal Realty Inv. Trust Federal Realty Investment Federal Realty Investment Trust Federal Realty Partners Fellsway Plaza LP Fidelity Totowa Associates LLC Fields Station LLC First Interstate Elyria LP First Union Real Estate & Mortgage Investments Flatley Co., The Florence Improvements LLC Florence Mall LLC Forest Plaza LLC Forestville Associates Fox Valley/River Oaks Partnership FR Mcabee Inc. Frank Mission Marketplace LLC Freemall Associates Frick Joint Venture Frit Escondido Promenade LLC Fulcrum Management


11 K&E 21298148

Furst Enterprises Group H LLC Fw Wa-Overlake Fashion Plaza LLC Fw-Ca-Brea Marketplace LLC Galileo Apollo II Sub LLC Galileo Matteson LLC Galleria at South Bay, The Galleria at Tyler Gallery @ Fultn St LLC, The Garden State Plaza Garrison Montgomery Owner LLC Gary, Samuel Gateway Square Associates LLC GBR Holmdel Gemini Rio Norte SLP & H LP General Growth Management Inc. GGP - Moreno Valley Inc. Glenwood Morrow Co. LLC Golden & Co. Goodrich New Hartford LLC Governor's Square Graceland Owner LLC Grand Ladera LLC Gray Enterprises LP Great Lakes Mall Inc. Great Lakes Plaza Great Southern Owner LLC Green Acres Mall LLC Green East # 2 Ltd. Greenbriar Mall (2006) LP Greenfield Plaza Inc. Greenway Plaza LLC GS Erie LLC GS II Brook Highland LLC GVC Corp. Gwinnett Market Fair Owner Gwinnett Place Associates LP H&H Cerritos Hallel Realty Ltd. Hamilton Associates Hamilton Village (Delaware) Harbor Grove Partners LLC Hartz Mountain Industries Hastings Village Invest Co. LP Hawthorne Acquisition LLC HC Atlantic Development LP HEB Grocery Co. LP

Helmsley Spear of IL Heritage Old Bridge LLC Heritage Park Mall Co HHH Landmark LLC Highland Mall LP Highland Plaza Improvements Holesapple, Dea Holesapple, Richard Holmdel GT LP Holyoke Mall Co. LP Hri/Glenbrook Commons LLC Hudgins Huntington Oaks Delaware Partners HWP Parks Arlington II Ltd. ILF-Cherry Hill LLC Inland American Retail Management LLC Inland American San Pedro Garden LLC Inland American Sarasota Tamiami LLC Inland Commercial Prop Management Inland Diversified Real Estate Services LLC Inland R/E Corp. Inland Real Estate Corp. Inland Se Newnan Crossing Inland US Management LLC Inland Western Austin Southpark Meadows II LP Inland Western Ft Myers Inland Western Lakewood LLC Inland Western Metro Center LLC Integrated Properties LLC International Bank of Commerce Invesco Realty Advisors Iverson Mall LP Jack Braha Jacobs, David Jacobs, Richard Jamestown South Shore Center LP Janaf Center Jardel Co. Inc. Javit, Max Javit, Rachel Jay Birnbaum-Cherry Hill LLC JBG Associates LLC JCF Real Estate Jefferson Valley Mall LP Jenkins Empire Associates


12 K&E 21298148

Jubilee LP Kaufman, Myron Kawin Associates Kaygreen Realty Corp. Kimco Augusta 635 Inc. Kimco Brownsville LP Kimco Green Orchard 606 Inc. Kimco Lakeland 123 Inc. Kimco Maplewood 673 Inc. Kimco North Rivers 692 Inc. Kimco North Trust I Kimco North Trust II Kimco Webster Square LLC Kimco West Melbourne 668 Inc. Kingsland Associates Kingstowne Town Center LP Kinney Bldg Property LLC Kiop Forest Avenue LP Kir Amarillo LP (Kimco) Kir Huber Heights LLP Kir Pasadena II LP Kir Smoketown Station LP Kir Tampa 003 LLC Kir Temecula LP Kitsap Associated LP KJM Long Beach Investments LP Knollwood Mall LLC Kosse Ltd. KR Park Plaza Inc. Kraus Anderson Inc. Kravco Co. KRC Springfield 869 Inc. KRT Property Holdings PA L&J Investments La Alameda LLC Lafayette Associates Lake Forest Plaza LLC Lakewood Associates LLC Lakha Properties San Diego Landau & Heyman Landover Mall LP Lansing Mall LP Lasalle National Bank Lawrenceville Mkt/Midwest Leominster Partners LP Levco Associates

Levin Properties LP Lexham Hamden LLC LF II Cottonwood LP Libby Henderson Enterprises LLC Lightman South Lake Co. LLC Lim, Kyu Lincoln Northcross Ltd. Linder, Marvin L., Estate of LNF Springfield Holding LPE Partners Lunt Realty LVP Depaul LLC LVP Oakview Strip Center LLC Lynnhaven SPE LLC M&H Realty Partners IV LP M&L Associates Holding Co. LLC Macerich Finance LP Macerich Management Co. Macerich Prop Management Co. LLC Macerich Stonewood LP Mack Cali Properties Mack Cali Realty LP Maclay Red Bird Ltd. Macquarie Country Wide Madison Boardwalk Austin Property LLC Madison University Mall LLC Main St @ Santa Teresa Co-Tenancy Main Street LLC Maine Associates Mall @ Liberty Tree LLC Mall at Valle Vista LLC Mall at Yuba City Management Office, The Mall of Memphis Mall of the Bluffs Partners Mall St Vincent LP Marelda Bel Air Mall LLC Mark IV Capital Properties Inc. Marketplace at Hollywood Pk LP MCD-RC Ca - El Cerrito LLC Mcviking II (Petaluma) LLC Medallion Center Partners LP Meg Cos., The Mept Penn Mar LLC Meriden Square Partnership Merle Hay Hall Metro North Co.


13 K&E 21298148

Metroplex West Associates LP Metrorising Ams Owner LLC Middlebelt Plymouth Venture Middletown I Resources LP Midland Mall LLC Midland Venture LP Milo Great South Bay LLC Ming Plaza Mirel, David MMI Realty Services Inc. MMP Crossroads LLC Mondawmin Business Trust Montebello LLC Montgomery (E&A) LLC MSKP Gateway LLC Mt Prospect Plaza Owner LLC MV-RG II Naggar Co. Nashland Associates New Eastland Mall Developer New England Development New Lake Hill LLC New Park Mall New Plan Hampton Village New Springbrook LLC Newburgh Capital Group LLC Newport Centre LLC Nmc Melrose Park LLC Nolensville Road Realty Co. North Charleston JV North Torrance Plaza LLC North Western Mutual Life, The Northern Lights Improvements LLC Northgate Partners Ltd. Northgate Shopping Center Northridge Plaza 07 LLC Northwest Plaza Associates Norwalk Town Square Management Inc. NP/I&G Conyers Crossroads LLC NP/I&G Quail Springs LLC NP/I&G Riverplace LLC Oakland Mall Oakwood Plaza LP Oakwood Shopping Center LP Oakwood Square (E&A) LLC Oberer Holdings II Ltd.

Omninet Properties Manchester Center Ontario Mountain Associates LP Orchard Capital LP Osborne Capital LLC Osborne, Richard M., as Trustee of Great Lakes Plaza Oster Belleville Properties CCL OWM II LLC Pace-Central Associates LLC Palm Court @ Empire Center Palm Springs Mile Associates Ltd. Palm's Crossing Town Center LLC Paramus Park SC LP Park Place LP Mid America Parkridge Main LLC Pasini, Gian Carlo PCM Development Co. Pelham 2190 Management LLC Peninsula Boardwalk Associates Pierre Bossier Mall LP Pines Mall LP PK I Cheyenne Commons LLC PK I Gresham Town Fair LLC PK I Pavilions Place LP PK II Sahara Pavilion North PL Dulles LLC PL Rancho LP Plantation Pt Develop. LLC Plaza at Buckland Hills LLC Plaza Chapel Hill Co. Ltd. Poe Affiliates LP Point North LLC Pool Two LP Por LP Port Richmond LLC 1 Post Oak Square Partners PPR Cross Court LLC PR North Dartmouth LLC PR Wiregrass Commons LLC PR Woodland LP Preston Shepard Place Price REIT Inc., The Price Spokane LP Price Tn Properties LP Principal Life Insurance Co. Progress Trust Inc.


14 K&E 21298148

Prospect Square 07 A LLC Pru/Desert Crossing II LLC Pubwint LP Pyramid Crossgate Co. PZ Northern LP Queens Center Management Office R/M Vacaville LP Rainbow Arroyo Commons LLC Ramco Gershenson Properties LP Ramco Merchants Square LLC Ramco/West Oaks II Ramco-Gershenson Properties LP Ramshaw Real Estate Ravenswood Indust Bldg LLC RD Bloomfield Associates LP Rdc Commercial Center Inc. Redstone Operating LP Regency Centers LP Regency Commercial Associates Reistertown Plaza Associates River Oaks El Paseo LLC Riverpoint LLC RMS Properties III LLC Roadway Mall Properties Rockaway Realty Associates Rocksal Mall LLC Roebling Urban Renewal Rogue Valley Mall Rojo Associates Inc. Rolling Acres Prop Co. LP Ronald R. Pagano & Co. Rookwood Pavillion Rosen Associates Management Corp. Rosetta Properties NV Ross Realty Inc. Rotterdam Square LLC Rouse Si Shopping Center Inc. RREEF America REIT II Corp. RS Elmwood Associates LP RSP IV Criterion Ltd. RVA Center LLC SA Development Co. LP Saddlebrook Associates Saginaw Joint Venture Santa Maria Commerce Center LLC Saugus Plaza Associates

Saul Holdings LP Sawhney Properties LP SBSP Corp. SCI Price Plaza Fund LLC SCI Verdae Fund LLC Scottsdale Fiesta Retail Center LLC Scottsdale LP SDG Macerich Properties Sec Square Holding LLC Sentry Properties Severance SPE Lease Co.LLC SG USA Ltd. SH & Associates Inc. Shadow Lake Properties Shapell Industries Shclldev (US) Inc. Shilling Family LLC, The Shops at Kildeer LLC Shoregate Properties LLC Siegen Lane Properties LLC Silverado Ranch Plaza LLC Simon Property Group Simon Property Group (TX) LP Simon Property Group LP SJM Realty Ltd. - Mall Management Office Skylark Plaza LLC Slg 711 Third LLC Smith, Jim R. Smith, Roy M. South County Ltd. South Plains Crossing LP South Plains Mall Associates Southlake Mall LLC Southland Mall Properties Southland Mall SC Southpoint Place LLC Southtown Plaza Associates LLC Southwest Shopping Centers Southwest Shopping Centers Co South-Whit SC Associates Spartan Development LLC SPG Prien LLC Spigel Properties SRM-SPE LLC SS-BSCM105-Top20-Meridian Tc Staples Mill Sq Associates LLC


15 K&E 21298148

Steadfast Everett Mall LLC Steelyard Commons LLC Stefkate Associates Stevenson Enterprises Sulton, Isaac Summit Place Sun Center Ltd. Sun Life Assurance Co. of Canada (US) Sunset Mall SPE LP Surrey Fondren Investors LLC Susquehanna Valley Mall Sy Ventures III LLC Talisman Towson LP Taubman Auburn Hills Associates LP Taylor, Jack R. TC Holmes & Son LLLP TDS Development Services Group Telephone & Main Associates LLC Temple Ridge Associates Terrace Associates/Terrace @ Fla Terramar Retail Centers Terramar Retail Centers LLC Texas Baybrook Sq Center LP TFP Ltd. Thor Eastpoint Mall LLC Thor Gallery Thor Gallery @ South Dekalb TKG Pinole LLC Town & Country City Inc. Town East Shopping Center TR Austin Retail Corp Transitown Plaza Associates Treeco/Hylan LP Trojan Village Center TT Retail MBA LLC Twenty-First Latham Owner LLC Union Realty Corp University Realty Associates LP Urbancal Oakland Plaza LLC Urstadt Biddle Properties Inc. US Prime Property Inc. USRP I LLC UST-GEPT Jt Venture LP Venturevest Verdure Crossroads LLC Vestar Arizona XI LLC

Village Park Plaza LLC Village Square Visalia Number One Vno Bruckner Plaza LLC Voa II Development Co. LLC Vornado Realty Trust Vornado South Hills LLC W/S/K Seekonk Associates LLC W9/MLM/B Real Estate L/P Wallington Plaza LLC Wardson Realty Co. Warren Retail Realty Inc. Watauga Town Crossing LLC Waterworks Phase II WBP Investments LLC WC Partners LLC WCP Southgate Plaza LLC Weatherford Walker Trust No. 9998 Grantor Weingart Foundation Weingarten Realty Weingarten Realty Inc. Weingarten Realty Investors Weingarten Realty Management Wellspark Group West Dade County Associates West Park Partners LP West Town Center West Valley LLC Westborn Mall LP Westday Associates LP Westgate Enterprises LLC Westgate Mall 1999 LLC Westgate Mall LLC Westgate Properties LLC Westlake Development Westland Properties Inc. Westmount Plaza LLC Weston Investment Co. LLC Westview Investment LC Wheaton Plaza RSC Wilder's Grove Inc. Wilshire Plaza LP Windsor Green Investors Winston Salem Joint Venture WM Grace Development Wm Inland Investors IV LLC


16 K&E 21298148

Woodbridge Center Woodbridge Plaza LLC Woodmar Hammond LLC Woodruff Properties LLC WP Boardman Associates LP

WPI-Arcal LLC WRI-URS Clackamas LLC WRP Gateway LLC Yorkshire Plaza Partners LLC ZFS Holding 2005 LLC


17 K&E 21298148

SCHEDULE 1(h)

Letter of Credit Beneficiaries

Achiever Apparel Agencia Comercial Wai Yuen Alliance Knitters Inc. Atrium Buying Corp. Bagatelle International Inc. Barter Worldwide Ltd. Bestco Trading Ltd. Bogart Lingerie Ltd. Chiao Kuang Group Ltd. Choice Well International Ltd. Clover Group International Ltd. Concept Clothing Conex International (Hong Kong) Ltd. Coral Reef Asia Pacific Ltd. Dayleen Intimates Inc. Deluxe Hosiery Mills Co. Ltd. Easy Fashion Macao Eins Trend Inc. Ever Giant Ltd. Fakhruddin Textile Mills Ltd. Fast Move Ltd. Fazal Industries Footwear Unlimited Inc. Garich (Apparel) Ltd. Getever International Ltd. Global Design Concepts (HK) Ltd. GMA Shanghai Branch Golden Mate International Corp. Good Extend Trading Ltd. Great China Empire Ltd. Hangzhou Xiangrun Garments Co. Ltd. Headlines International Ltd. High Point Design LLC International Textiles Industry Ishvar International J&H International Ltd. Jim Swallow Inc. Jinadasa Bros. (Garments) (Pvt) Ltd. Jingjiang Elite Garments Co. Ltd. Junior Gallery Ltd. Keytek Garment Manufacturing Co. Ltd. Levy Group, The LF Centennial Pte. Ltd.

Lusung Shoe Ltd. M/S Rashi Wears Pvt Ltd. Mars Enterprises Mastership International Co. Ltd. Matrix Clothing Pte. Ltd. Max Leather Group Inc., The Max Perfect Industrial Ltd. Merino Co. Ltd. Metromax Ltd. Mighty Eagle Knitwear Moda Shoe Ltd. Nanjing Saidi Garments Co. Ltd. Nivas Exports Oleno International Co. Ltd. Pearl Global Ltd. Podyum Tekstil Urunleri San. Product Development International LLC PT Buana Lautan Naga Pudong Garment RE Sport LLC Really Grace Fashions Ltd. Richa & Co. Richa Global Exports Pvt. Ltd. Santa Fe Apparel Inc. Shahi Exports Pvt Ltd. Shanghai First Fashionable Shanghai Hansen Shaoxing FourSeasons Garments Co. Shine Lead International Co. Ltd. Shuasia International Trading Ltd. SI Sourcing Corp. SKD Pacific Ltd. Starlight Accessories Inc. Starmark Investment HK Ltd. Starwarner Inc. Sun Hing Shing Fashion Factory Ltd. Sundarsons (I) Exports Sunstar Pacific Ltd. Syndica Korea Tendenza Enterprise Ltd. Timtex Garment Co. Ltd. Top Glory Shoes Ltd. Tritone Shoe Corp.


18 K&E 21298148

Triumph Luck Ltd. Ultra Uluslar Arasi Tic Ve Tekstil V&S International Pvt. Ltd. Viclandx Co. Ltd. Taiwan Wah Wei Industries (HK) Ltd.

WLT Enterprise Co. Ltd. Yangzhou Zhongyu I/E Co. Ltd. Yick Bo Trading Ltd. Zhejiang Richtex Textiles Trading


19 K&E 21298148

SCHEDULE 1(i)

Litigants

Ali, Gladys Anderson, Sylvia Aquino, Miriam Berenson Associates Inc. English, David Fellsway Plaza Inc. Fox, Beatrice Fox, Richard Gaffney, Joyce Garabet, Ripsime Garmex International Corp. Higgins, Carol Jam Consultants Inc. Johnson, Valarie Jones, Pamela Kelly, Bonnie Lee Klyce, Ontarria LA Printex Industries Inc. Larrea, Theresa

Lott, Chaleshea Mason, Cecelia Matchie, Hollie Moore, Essie L. Pazoga, Hank Rodriguez, Jacqueline Saulsbury, Carol Seven Licensing Co. LLC Sheehan, Janice Sidney, Carolyn Stevens, Leslie Ann Stillittano, Zachariah Sweeney, Kathryn Swink, Ana Thomas, Irma Thomas, Randol Trojaniak, Susan Tucker, Gale Vinci, Amanda


20 K&E 21298148

SCHEDULE 1(j)

Ordinary Course Professionals

Baker & Daniels Barnes & Thornburg Bingham McHale LLP Bryan Cave (CA) Bryan Cave (IL) Bryan Cave (MO) Deloitte DuBois Bryant & Campbell LLP Frankfurt Kurnit Klein & Selz PC Hanson Bridgett LLP Ice Miller K.W. Mann

Kilpatrick Stockton (NC) Kilpatrick Stockton (NY) Law Office of Jeffrey A Klein Leong Law Firm, The Loeb & Loeb Matalon Shweky Elman PLLC Meitus Gelbert LLP Reddington Legal Sheppard Mullin (CA) Sheppard Mullin (NY)


21 K&E 21298148

SCHEDULE 1(k)

Potential Bidders

Sycamore Partners Management Versa Capital Management Inc.


22 K&E 21298148

SCHEDULE 1(l)

Professionals

Alix Partners Donlin Recano Peter J Solomon Co.


23 K&E 21298148

SCHEDULE 1(m)

Significant Vendors

Acadia Realty Accutime Watch Corp. Acme McCrary Corp. Advanced Direct Inc. Alix Partners LLP Anthem Blue Cross/Blue ASC Group Avalon Apparel Group Bagatelle International Inc. Ballet Jewels LLC Basha Accessories LLC Brandon Thomas Designs Inc. Brant Screen Craft Capelly NY CBRE Centro Properties Choice Well Int Ltd. Combined Properties Con Ed CP International Corp Developers Diversified Realty Dolce Vita Intimates LLC Elevations Inc. Ever Giant Ltd. Fantasia Accessories Ltd. Fantasia World Inc. Footwear Unlimited Inc. Forest Ratner Co. Fortune Swimwear LLC Garmex International Corp Gelmart Industries Inc. Gennaro Inc. Gina Group LLC GMA ACC Google Inc. IBM Impact Service Group Infinity Classics Int. Inland Commercial Property Management Jeffery Craig JL Media JM Art Co. Kimco Realty

Kline America Inc. Konik & Co. Lanco Apparel LLC LF Centennial Pte. Ltd. Lincoln Waste Solutions LLC Lunaire Inc. Mack Cali 365 Passaic Maidenform Inc. Mastership Int'l Ltd. Metromax Moda Shoe Ltd. New York City Design Nitin Enterprise Inc. OK Originals Ltd. One Step Up Ltd. Only Nine Apparel Onyx Nite Pioneer Properties LLC Porta Asiatica Enterprise Ralsey Group Ltd. Ramco Gershenson Prop LP Redcats Regency Centers Corp. Robbie Bee Rojo Associates Inc. Sakar International Sarina Accessories LLC Sasha Handbags Inc. Simon Property Group LP Slg 711 Third LLC Southern California Edison Starwarner Inc. Susan Lawrence Tanya Creations Inc. Tanzara International Tefron USA Ultra Uluslar Arasi Tic V United Parcel Service Vanity Fair Brands LP Verizon Vestar Vornado W&W Concept Inc.


24 K&E 21298148

Weingarten Realty Investors WR 9000 Corp.

Zurich North America


25 K&E 21298148

SCHEDULE 1(n)

Top Secured Creditors

Redcats USA Inc. Wells Fargo Bank NA


26 K&E 21298148

SCHEDULE 1(o)

United States Trustee, Judges and Court Contacts for the Southern District of New York (and Key Staff Members)

Bernstein, Stuart M. Chapman, Shelley C. Davis, Tracy Hope Drain, Robert Gasparini, Elisabetta Gerber, Robert E. Glenn, Martin Golden, Susan Gonzalez, Arthur J. Gropper, Allan L. Khodorovsky, Nazar Lane, Sean H. Lifland, Burton R. Martin, Marylou Masumoto, Brian S. Morris, Cecelia G. Morrissey, Richard C. Nakano, Serene Peck, James M. Riffkin, Linda A. Schwartz, Andrea Schwartzberg, Paul K. Velez-Rivera, Andy Zipes, Greg M.


1 K&E 21298148

SCHEDULE 2

Name of Entity Searched Name of Entity and/or Affiliate of Entity, that is a K&E Client

Status

AlixPartners AlixPartners, LLC Closed Alix Partners LLP Susan Markel Closed American Express Travel Related Services Co. Inc.

American Express Company Current

American Express Travel Related Services Inc.

American Express Travel Related Services

Closed

American Express TRS Co. Inc. American Express Travel Related Services Company, Inc.

Closed

BA Merchant Services LLC Banc of America Securities LLC Closed Bank of America NA BancAmerica Capital Investors II,

L.P. Current

Lasalle National Bank Bank of America Current Bank of America Capital Investors Former Bank of America Corporation Current Bank of America Merrill Lynch Current Bank of America NT & SA Current Bank of America, N.A. Current Benjamin Klein Current Faruqe Alam Current Merrill Lynch Current Merrill Lynch Pierce Fenner &

Smith Inc. Current

Birchwood Mall LP General Growth Properties, Inc. Current Clackamas Town Center GGPLP, LLC Current Eastridge Mall Westlake Center Associates Limited

Partnership Current

Florence Mall LLC Galleria at Tyler General Growth Management Inc. GGP - Moreno Valley Inc. Governor's Square Highland Mall LP Knollwood Mall LLC Lansing Mall LP Mall St Vincent LP Mondawmin Business Trust


2 K&E 21298148


Status

New Park Mall Oakwood Shopping Center LP Paramus Park Shopping Center LP Pierre Bossier Mall LP Pines Mall LP Price Spokane LP Rogue Valley Mall Rouse Si Shopping Center Inc. Southlake Mall LLC Woodbridge Center Blockbusters Inc. Blockbuster Inc. Former Deloitte Deloitte LLP Current Developers Diversified Developers Diversified Realty Current Developers Diversified Realty Equitable Life Ass. of US AXA Investment Managers Private

Equity Europe S.A. Current

Equitable Life Assurance Axa Private Equity Germany GmbH Closed Equity Properties & Development Co.

Equity Lifestyle Properties Current

HSBC Bank plc HSBC Bank plc Closed HSBC Holdings plc IBM IBM Corporation Current Lender Business Process Services,

Inc. Current

Invesco Realty Advisors Invesco (NY), Inc. Current Invesco Institutional, Inc. Former JP Morgan Chase Bank Banc One Capital Markets, Inc. Current JP Morgan Chase Bank NA Bear Growth Capital Partners, LP Closed Paymentech LLC Bear Stearns Merchant Banking Former Paymentech LP Bear, Stearns & Co. Inc. Current Chase Bank USA, NA Closed Chase Capital Corporation Closed J.P. Morgan Securities (Asia

Pacific) Limited Current

J.P. Morgan Ventures Energy Corporation

Current

J.P. Morgan, LLC Current JP Morgan Asset Management Current


3 K&E 21298148


Status

JP Morgan Partners, LLC Current JP Morgan Securities, Inc. Current JPMorgan Chase & Company Former JPMorgan Chase Bank Closed JPMorgan Chase Bank, N.A. Current William Wulkan Former Macquarie Country Wide Alex W. Wei Current Charter Hall Office Trust Former Charter Hall Office US Corporation Current Charter Hall Retail Management

Limited Current

Macquarie Agricultural Funds Management Limited

Current

Macquarie Bank Limited Current Macquarie Capital Funds Inc. Current Macquarie Capital USA, Inc. Current Macquarie Communications

Infrastructure Group Former

Macquarie Corporate & Asset Finance

Current

Macquarie DDR Management Limited, as the responsible entity for Macquarie DDR Trust

Closed

Macquarie Funds Group Former Macquarie Global Opportunities

Partners Current

Macquarie Group Limited Closed Macquarie Infrastructure Company Former Macquarie Infrastructure Partners II Current Macquarie Infrastructure Partners II

International, L.P. Current

Macquarie Infrastructure Partners Inc.

Current

Macquarie Investment Holdings No. 2 Pty Limited

Current

Macquarie Media Group Closed North Western Mutual Life, The The Northwestern Mutual Life

Insurance Company Current

Paypal Inc. eBay, Inc. Current


4 K&E 21298148


Status

PayPal, Inc. Closed Peter J Solomon Co. Peter J. Solomon Company Ltd. Current Principal Life Insurance Co. Principal Enhanced Property Fund,

L.P. Current

Principal Global Investors, LLC Former Principal Life Insurance Company Closed Principal Real Estate Investors LLC Current Southern California Edison Southern California Edison

Company Current

Vanity Fair Brands LP The Pampered Chef, Ltd. Current Verizon Alltel Communications of Michigan

RSAs, Inc. Current

Alltel Communications, LLC Current Cellco Partnership Current Empire City Subway Company Current GTE Corporation Current Ivan G. Seidenberg Current Lowell C. McAdam Current MCI Communications Services, Inc. Current Randall S. Milch Current Verizon Business Closed Verizon Communications Inc. Current Verizon New Jersey, Inc. Closed Verizon New York, Inc. Current Verizon NY Inc. Closed Verizon Wireless Current Versa Capital Management Inc. Gregory L. Segall Current Paul Halpern Current Versa Capital Management, Inc. Current Wells Fargo Bank NA Norwest Equity Partners Former Wells Fargo Merchant Services LLC

Norwest Venture Partners Closed

Wachovia Capital Partners 2006 LLC

Current


12-10405-smb doc 34 filed 02/01/12 entered 02/01/12 20:59

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