Case LSS Doc 262 Filed 05/12/16 Page 1 of 9 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE.

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1 Case LSS Doc 262 Filed 05/12/16 Page 1 of 9 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Vestis Retail Group, LLC, et al., Debtors. 1 Chapter 11 Case No (LSS) (Jointly Administered) Hearing Date: June 6, 2016 at 10:00 a.m. (ET) Objection Deadline: May 26, 2016 at 4:00 p.m. (ET) APPLICATION OF THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS FOR AN ORDER UNDER BANKRUPTCY CODE SECTIONS 328(a) AND 1103(a) AND BANKRUPTCY RULES 2014(a) AND 2016(b) APPROVING THE EMPLOYMENT AND RETENTION OF POLSINELLI PC NUNC PRO TUNC TO APRIL 26, 2016 AS DELAWARE COUNSEL AND CONFLICTS COUNSEL TO THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS The Official Committee of Unsecured Creditors (the Creditors Committee ), appointed on April 26, 2016, in the above-captioned chapter 11 cases of Vestis Retail Group, LLC and its debtor affiliates (collectively, the Debtors ), submits this application (the Application ) pursuant to sections 328(a) and 1103(a) of Title 11 of the United States Code (the Bankruptcy Code ) and Rules 2014(a) and 2016(b) of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules ) for an order authorizing the retention and employment of POLSINELLI PC ( Polsinelli ) as Delaware counsel and conflicts for the Creditors Committee nunc pro tunc to April 26, In support of this Application, the Creditors Committee submits the Declaration of Christopher A. Ward, Esq. (the Ward Declaration ) attached as Exhibit A, which is incorporated by reference, and the Declaration of Kim Stewart, Solely in the Capacity as the Chair of the Official Committee of Unsecured Creditors, in Support of the 1 The Debtors and the last four digits of their respective federal taxpayer identification numbers are as follows: Vestis Retail Group, LLC (1295); Vestis Retail Financing, LLC (9362); EMS Operating Company, LLC (2061); Vestis IP Holdings, LLC (2459); Bob s Stores, LLC (4675); EMS Acquisition LLC (0322); Sport Chalet, LLC (0071); Sport Chalet Value Services, LLC (7320); and Sport Chalet Team Sales, LLC (8015). The Debtors executive headquarters are located at 160 Corporate Court, Meriden, CT

2 Case LSS Doc 262 Filed 05/12/16 Page 2 of 9 Committee s Application for an Order Approving the Employment and Retention of Polsinelli PC nunc pro tunc to April 26, 2016, as Delaware Counsel and Conflicts Counsel to the Official Committee of Unsecured Creditors (the Stewart Declaration ) attached as Exhibit B, which is incorporated by reference. In further support of this Application, the Creditors Committee respectfully represents as follows: JURISDICTION AND VENUE 1. This Court has jurisdiction to consider this Application pursuant to 28 U.S.C and the Amended Standing Order of Reference from the United States District Court for the District of Delaware, dated February 29, This is a core proceeding pursuant to 28 U.S.C. 157(b)(2). 2. Venue is proper in this District and before this Court pursuant to 28 U.S.C 1408 and The Creditors Committee consents, pursuant to Rule (f) of the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of Delaware (the Local Rules ), to the entry of a final order by this Court in connection with this Application to the extent that it is later determined that this Court, absent consent of the parties, cannot enter final orders or judgments in connection herewith consistent with Article III of the United States Constitution. BACKGROUND 4. On April 18, 2016 (the Petition Date ), each of the Debtors filed a voluntary petition for relief under chapter 11 of the Bankruptcy Code with the United States Bankruptcy Court for the District of Delaware (the Court ), commencing the above-captioned chapter 11 cases (the Cases ). The detailed factual background relating to the Debtors and the 2

3 Case LSS Doc 262 Filed 05/12/16 Page 3 of 9 commencement of these Cases is set forth in the Declaration of Mark T. Walsh in Support of First Day Motions (the First Day Declaration ) [Docket No. 2]. 5. The Debtors have continued in possession of their respective properties and have continued to operate and maintain their businesses as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. 6. No trustee or examiner has been appointed in these Cases. 7. On April 26, 2016, the Office of the United States Trustee appointed the Creditors Committee [Docket No. 144]. The Committee members include: (a) Nike USA, Inc.; (b) Under Armor Inc.; (c) Wolverine Worldwide, Inc.; (d) Levi Strauss & Co. Inc., (e) VF Outdoor, LLC; (f) Regency Centers, L.P.; and (g) CVS Pharmacy, Inc. 8. The Creditors Committee has retained the following advisors: Cooley LLP as its lead counsel; Polsinelli as its Delaware counsel and conflicts counsel; and Zolfo Cooper LLC, as its financial advisors. RELIEF REQUESTED 9. By this Application, the Creditors Committee seeks to employ and retain Polsinelli nunc pro tunc to April 26, 2016 to represent the Creditors Committee as its Delaware counsel and conflicts counsel in connection with the Debtors Cases. Accordingly, the Creditors Committee respectfully requests entry of an order pursuant to section 328(a) and 1103(a) of the Bankruptcy Code, in substantially the form attached hereto, authorizing the Creditors Committee to employ and retain Polsinelli as the Delaware counsel and conflicts counsel in these Cases. 3

4 Case LSS Doc 262 Filed 05/12/16 Page 4 of 9 BASIS FOR RELIEF REQUESTED 10. Section 328(a) of the Bankruptcy Code empowers a committee appointed under section 1102 of the Bankruptcy Code to employ attorneys under section 1103 of the Bankruptcy Code under any reasonable terms and conditions with the court s approval. 11 U.S.C. 328(a) (2016). Pursuant to section 1103(b) of the Bankruptcy Code, an attorney employed to represent a committee may not, while employed by such committee, represent any other entity having an adverse interest in connection with the case. 11 U.S.C. 1103(b). 11. In connection with the proposed retention by the Creditors Committee in these Cases, Polsinelli reviewed the parties-in-interest in these Cases. To the best of the Creditors Committee s knowledge, information and belief, and except as disclosed herein and in the Ward Declaration, neither Polsinelli nor any of its shareholders, counsel, of counsel, senior partners, or associates has had or presently have any connections with the Debtors, their creditors, equity security holders, or any other party-in-interest, or their respective attorneys, accountants, the United States Trustee, or any person currently employed in the Office of the United States Trustee, in any matters related to the Debtors or their estates. Polsinelli is a disinterested person as defined in the Bankruptcy Code. 12. The Creditors Committee has selected Polsinelli because of its attorneys experience and knowledge in chapter 11 cases pending in the United States Bankruptcy Court for the District of Delaware and because of the absence of any conflict of interest. Polsinelli has advised the Creditors Committee that Polsinelli may have in the past represented or opposed, may currently represent or oppose, and may in the future represent or oppose, in matters wholly unrelated to the Debtors pending Cases, entities that are claimants of the Debtors or other parties-in-interest (or vendors or service providers thereto) in these Cases. Polsinelli has not 4

5 Case LSS Doc 262 Filed 05/12/16 Page 5 of 9 (except as disclosed in the Ward Declaration) and will not represent any such parties, or any of their affiliates or subsidiaries, in relation to the Creditors Committee, the Debtors, or these Cases. 13. The Creditors Committee seeks to retain Polsinelli as their Delaware counsel and conflicts counsel because of Polsinelli s extensive general legal experience and knowledge, and in particular, its recognized expertise in the field of debtors and creditors rights and business reorganizations under chapter 11 of the Bankruptcy Code; its expertise, experience, and knowledge in practicing before this Court; its proximity to this Court; and its ability to respond quickly to emergency hearings and other emergency matters in this Court. Further, Polsinelli s appearance before this Court for the applications, motions, and other matters in these Cases will be efficient and cost-effective for the Debtors estates. The Creditors Committee believes that Polsinelli is both well-qualified and uniquely able to represent it in these Cases in a most efficient and timely manner. 14. Polsinelli has extensive experience in numerous other chapter 11 bankruptcy cases including, inter alia, recent engagements as: Delaware bankruptcy counsel and conflicts counsel to the Official Committee of TCEH Unsecured Creditors of Energy Future Competitive Holdings Company LLC, Texas Competitive Electric Holdings Company LLC, and their direct and indirect subsidiaries; Delaware bankruptcy counsel and conflicts counsel to the Official Committee of Unsecured Creditors of Santa Fe Gold Corporation; Delaware bankruptcy counsel and conflicts counsel to the Official Committee of Allied Nevada Gold Corp.; Counsel to Official Committee of Unsecured Creditors of H. Krevit Company, Inc., et al.; Counsel to Official Committee of Unsecured Creditors of Osage Exploration and Development, Inc.; Delaware bankruptcy counsel to the Official Committee of Unsecured Creditors of The Standard 5

6 Case LSS Doc 262 Filed 05/12/16 Page 6 of 9 Register Company; Delaware Bankruptcy Counsel to Official Committee of Unsecured Creditors of Saab Cars North America; and Delaware bankruptcy counsel to Official Committee of Unsecured Creditors of Simplexity, LLC. 15. By separate application, the Creditors Committee is also seeking approval to employ Cooley LLP ( Cooley ) to serve as lead bankruptcy counsel in these Cases. The Creditors Committee believes that if this Court approves the employment of Cooley and Polsinelli, these firms will allocate their delivery of services to the Creditors Committee so as to avoid any unnecessary duplication of services. Polsinelli and the attorneys involved in the Cases from Cooley have developed a good working rapport that will assure that there is no duplication of effort in these Cases. It is the carefully considered view of the Creditors Committee that, considering the various interests involved in these Cases, including the fact that these Cases are pending in Delaware and Delaware counsel is requirement under the Local Rules of Bankruptcy Practice and Procedure for the United States Bankruptcy Court for the District of Delaware (the Local Rules ), that representation of the Creditors Committee by Cooley and Polsinelli is necessary, advisable, and in the best interests of the Creditors Committee. 16. In addition, Cooley and Polsinelli shall develop a working plan to assure that there is no duplication of services rendered on behalf of the Creditors Committee. 17. The services Polsinelli has rendered and may be required to render for the Creditors Committee include, without limitation, the following: (a) in conjunction with Cooley, providing legal advice with respect to the powers and duties available to the Creditors Committee, an official committee appointed under section 1102 of the Bankruptcy Code; 6

7 Case LSS Doc 262 Filed 05/12/16 Page 7 of 9 (b) assisting Cooley in the investigation of the acts, conduct, assets, liabilities and financial condition of the Debtors, the operation of the Debtors businesses, and any other matter relevant to these cases or to the formulation of a plan or plans of reorganization or liquidation; (c) assisting Cooley in preparing on behalf of the Creditors Committee necessary applications, motions, complaints, answers, orders, agreements and other legal papers; (d) reviewing, analyzing and assisting Cooley in responding to all pleadings filed by the Debtors or other parties-in-interest in these Cases and appearing in Court to present necessary motions, applications and pleadings and to otherwise protect the interest of the Creditors Committee; (e) consulting with the Debtors and their professionals, other parties-ininterest and their professionals, and the United States Trustee concerning the administration of the Debtors respective estates; (f) representing the Creditors Committee in hearings and other judicial proceedings; (g) advising the Creditors Committee on practice and procedure in the Court and with respect to the Local Rules and local practice; and (h) performing all other legal services for the Creditors Committee in connection with these Cases. 18. Section 328(a) of the Bankruptcy Code authorizes the employment of a professional person on any reasonable terms and conditions of employment, including on an hourly basis. 11 U.S.C. 328(a). Subject to this Court s approval and in accordance with sections 330 and 331 of the Bankruptcy Code, the Bankruptcy Rules, and the Local Rules, the 7

8 Case LSS Doc 262 Filed 05/12/16 Page 8 of 9 Creditors Committee requests that Polsinelli be compensated on an hourly basis, plus reimbursement of the actual and necessary expenses that Polsinelli incurs, in accordance with the ordinary and customary rates which are in effect on the date the services are rendered, subject to discounts that Polsinelli agreed to provide for the benefit of the Creditors Committee. 19. Polsinelli has advised the Creditors Committee that Polsinelli s hourly rates for professionals who will be primarily responsible for this matter range from $325 per hour to $800 per hour for shareholders, from $240 per hour to $450 per hour for associates and senior counsel, and from $75 per hour to $275 per hour for paraprofessionals. The primary attorneys and paralegals expected to represent the Creditors Committee, and their respective discounted hourly rates 2 are: (a) Christopher A. Ward (shareholder) $ per hour (b) Shanti M. Katona (shareholder) $ per hour (c) Jarrett Vine (associate) $ per hour (d) Lindsey M. Suprum (paralegal) $ per hour Other attorneys and paralegals will render services to the Creditors Committee as needed. These rates are commensurate with the standard national rates charged by Polsinelli to other similarly situated clients and on similar matters. The hourly rates set forth above are subject to periodic adjustment to reflect economic and other conditions. 20. The Creditors Committee also submits that such rates are reasonable and should be approved by the Court at this time, subject to a determination of the amounts to be paid to Polsinelli upon applications for allowance. Moreover, the Creditors Committee, subject to the provisions of the Bankruptcy Code, the Bankruptcy Rules, and the Local Rules, propose to reimburse Polsinelli for its actual and necessary expenses. 2 These rates are discounted from the rates customarily charged by Polsinelli for similar matters. 8

9 Case LSS Doc 262 Filed 05/12/16 Page 9 of 9 NO PRIOR REQUEST 21. The Creditors Committee has made no previous application or motion for the relief sought in this Application to this or any other Court. NOTICE 22. The Creditors Committee shall provide notice of this Application to: (a) the Debtors; (b) the DIP Agent; (c) the Pre-Petition Term Agent; (d) the Third Lien Agent; (e) the Office of the United States Trustee; and (f) all parties that have filed and served requests for notice pursuant to Bankruptcy Rule The Creditors Committee submits that no other or further notice is necessary or required. CONCLUSION WHEREFORE, the Creditors Committee respectfully requests the relief requested herein and such other and further relief as is just and proper. Dated: May 12, 2016 THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS OF VESTIS RETAIL GROUP, LLC, ET AL. /s/ Kim Stewart Kim Stewart, Committee Chair Nike USA, Inc. One Bowerman Dr. Beaverton, OR

10 Case LSS Doc Filed 05/12/16 Page 1 of 3 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Vestis Retail Group, LLC, et al., Debtors. 1 Chapter 11 Case No (LSS) (Jointly Administered) Hearing Date: June 6, 2016 at 10:00 a.m. (ET) Objection Deadline: May 26, 2016 at 4:00 p.m. (ET) NOTICE OF APPLICATION PLEASE TAKE NOTICE that The Official Committee of Unsecured Creditors (the Creditors Committee ), appointed on April 26, 2016, in the above-captioned chapter 11 cases of Vestis Retail Group, LLC and its debtor affiliates (collectively, the Debtors ) has filed the Application for an Order Under Bankruptcy Code Sections 328(a) and 1103(a) and Bankruptcy Rules 2014(a) and 2016(b) Approving the Employment and Retention of Polsinelli PC Nunc Pro Tunc to April 26, 2016 as Delaware Counsel and Conflicts Counsel to the Official Committee of Unsecured Creditors (the Application ) with the United States Bankruptcy Court for the District of Delaware (the Bankruptcy Court ), 824 Market Street, Wilmington, Delaware PLEASE TAKE FURTHER NOTICE that any responses or objections to the Application must be filed with the Bankruptcy Court in accordance with the local rules and served upon so as to be received by the undersigned proposed counsel for the Creditors Committee on or before May 26, 2016 at 4:00 p.m. (Eastern Time) (the Objection Deadline ). 1 The Debtors and the last four digits of their respective federal taxpayer identification numbers are as follows: Vestis Retail Group, LLC (1295); Vestis Retail Financing, LLC (9362); EMS Operating Company, LLC (2061); Vestis IP Holdings, LLC (2459); Bob s Stores, LLC (4675); EMS Acquisition LLC (0322); Sport Chalet, LLC (0071); Sport Chalet Value Services, LLC (7320); and Sport Chalet Team Sales, LLC (8015). The Debtors executive headquarters are located at 160 Corporate Court, Meriden, CT

11 Case LSS Doc Filed 05/12/16 Page 2 of 3 PLEASE TAKE FURTHER NOTICE that if any responses or objections to the Application are timely filed, served and received, a hearing on the Application will be held on June 6, 2016 at 10:00 a.m. (Eastern Time) before the Honorable Laurie Selber Silverstein, United States Bankruptcy Court for the District of Delaware, 6 th Floor, Courtroom No. 2, 824 Market Street, Wilmington, Delaware Only those objections made in writing and timely filed and received in accordance with the procedures set forth herein will be considered by the Bankruptcy Court at such hearing. PLEASE TAKE FURTHER NOTICE IF YOU FAIL TO RESPOND IN ACCORDANCE WITH THIS NOTICE, THE COURT MAY GRANT THE RELIEF REQUESTED IN THE APPLICATION WITHOUT FURTHER NOTICE OR HEARING. Dated: May 12, 2016 Wilmington, Delaware COOLEY LLP Jay R. Indyke, Esq. Cathy Hershcopf, Esq. Jeffrey L. Cohen, Esq. Richelle Kalnit, Esq. The Grace Building 1114 Avenue of the Americas New York, New York Telephone: (212) Facsimile: (212) jindyke@cooley.com chershcopf@cooley.com jcohen@cooley.com rkalnit@cooley.com -and

12 Case LSS Doc Filed 05/12/16 Page 3 of 3 POLSINELLI PC /s/ Christopher A. Ward Christopher A. Ward (Del. Bar No. 3877) Shanti M. Katona (Del. Bar No. 5352) 222 Delaware Avenue, Suite 1101 Wilmington, Delaware Telephone: (302) Facsimile: (302) cward@polsinelli.com skatona@polsinelli.com PROPOSED COUNSEL FOR THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS

13 Case LSS Doc Filed 05/12/16 Page 1 of 13 EXHIBIT A IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Vestis Retail Group, LLC, et al., Debtors. 1 Chapter 11 Case No (LSS) (Jointly Administered) DECLARATION OF CHRISTOPHER A. WARD, ESQ. IN SUPPORT OF APPLICATION OF THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS FOR AN ORDER UNDER BANKRUPTCY CODE SECTIONS 328(a) AND 1103(a) AND BANKRUPTCY RULES 2014(a) AND 2016(b) APPROVING THE EMPLOYMENT AND RETENTION OF POLSINELLI PC NUNC PRO TUNC TO APRIL 26, 2016, AS DELAWARE COUNSEL AND CONFLICTS COUNSEL TO THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS Christopher A. Ward, Esq., a shareholder of POLSINELLI PC, makes this Declaration pursuant to 28 U.S.C and states: 1. I am the Managing Shareholder of the Wilmington, Delaware office of POLSINELLI PC ( Polsinelli ), which maintains offices for the practice of law at 222 Delaware Avenue, Suite 1101, Wilmington, Delaware 19801, among 19 other locations. I also serve as Co- Chair of Polsinelli s Bankruptcy and Financial Restructuring Practice. I am an attorney-at-law, duly admitted and in good standing to practice in the State of Delaware, as well as the United States Court of Appeals for the Third Circuit, and the United States District Court for the District of Delaware. 1 The Debtors and the last four digits of their respective federal taxpayer identification numbers are as follows: Vestis Retail Group, LLC (1295); Vestis Retail Financing, LLC (9362); EMS Operating Company, LLC (2061); Vestis IP Holdings, LLC (2459); Bob s Stores, LLC (4675); EMS Acquisition LLC (0322); Sport Chalet, LLC (0071); Sport Chalet Value Services, LLC (7320); and Sport Chalet Team Sales, LLC (8015). The Debtors executive headquarters are located at 160 Corporate Court, Meriden, CT

14 Case LSS Doc Filed 05/12/16 Page 2 of Polsinelli is an AmLaw 100 national full-service law firm with approximately 800 lawyers and 20 offices that is a recognized leader in the areas of health care, financial services (including all aspects of debt from origination through enforcement and bankruptcy), real estate, litigation, and business. Polsinelli has approximately 30 lawyers dedicated to its national bankruptcy and financial restructuring practice and was recently recognized by Chambers USA in Band 3 for Delaware Bankruptcy/Restructuring as well as individual attorney recognition in Delaware, Chicago, and Los Angeles. 3. Polsinelli has extensive experience in numerous other chapter 11 bankruptcy cases including, inter alia, recent engagements as: Delaware bankruptcy counsel and conflicts counsel to the Official Committee of TCEH Unsecured Creditors of Energy Future Competitive Holdings Company LLC, Texas Competitive Electric Holdings Company LLC, and their direct and indirect subsidiaries; Delaware bankruptcy counsel and conflicts counsel to the Official Committee of Unsecured Creditors of Santa Fe Gold Corporation; Delaware bankruptcy counsel and conflicts counsel to the Official Committee of Allied Nevada Gold Corp.; Counsel to Official Committee of Unsecured Creditors of H. Krevit Company, Inc., et al.; Counsel to Official Committee of Unsecured Creditors of Osage Exploration and Development, Inc.; Delaware bankruptcy counsel to the Official Committee of Unsecured Creditors of The Standard Register Company; Delaware Bankruptcy Counsel to Official Committee of Unsecured Creditors of Saab Cars North America; and Delaware bankruptcy counsel to Official Committee of Unsecured Creditors of Simplexity, LLC. 4. I submit this declaration (the Declaration ) 2 in connection with the application (the Application ) of the Official Committee of Unsecured Creditors (the Creditors 2 All terms not otherwise defined herein shall have the meanings ascribed to such terms in the Application. 2

15 Case LSS Doc Filed 05/12/16 Page 3 of 13 Committee ) appointed on April 26, 2016, in the above-captioned chapter 11 cases of Vestis Retail Group, LLC and its affiliated debtors and debtors in possession (collectively, the Debtors ) for an order approving the retention of Polsinelli as Delaware counsel and conflicts to the Creditors Committee nunc pro tunc to April 26, 2016 (the Formation Date ), and to provide the disclosures required under section 1103 of Title 11 of the United States Code (the Bankruptcy Code ), Rules 2014(a) and 2016(b) of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules ), and Local Rule of the Local Rules of Bankruptcy Practice and Procedure for the United States Bankruptcy Court for the District of Delaware (the Local Rules ). 5. I hereby incorporate by reference the Application as if it were set forth in full herein. 6. Unless otherwise stated in this Declaration, I have personal knowledge of the facts hereinafter set forth. To the extent that any information disclosed herein requires amendment or modification upon Polsinelli s completion of further analysis or as additional creditor information becomes available to Polsinelli, a supplemental declaration will be submitted to this Court. 7. In connection with the proposed retention by the Creditors Committee in these Cases, Polsinelli reviewed the bankruptcy petitions, the list of top unsecured creditors, the list of secured creditors, and other interested parties with the information available through Polsinelli s client database. A list of the entities searched is attached hereto as Exhibit 1. Polsinelli has, and is continuing to, examine its client database to determine whether it had or has any connections with the aforementioned parties-in-interest. 3

16 Case LSS Doc Filed 05/12/16 Page 4 of Insofar as I have been able to ascertain, neither I, nor Polsinelli, nor any shareholder, counsel, of counsel, senior partner, or associate of Polsinelli, represents any other party-in-interest in these Cases, or their attorneys or accountants, except as hereinafter set forth on Exhibit 2. Further, Polsinelli has no connection (as such term is used in 101(14) of the Bankruptcy Code and Bankruptcy Rule 2014(a)) with the Debtors, their creditors, any other party-in-interest herein, the Debtors current respective attorneys or professionals, the United States Trustee, or any person employed in the Office of the United States Trustee, nor does Polsinelli hold any adverse interest or represent any entity having an adverse interest in connection with the Cases except as disclosed herein. 9. To the extent set forth on the Disclosures attached hereto, I, Polsinelli, and certain of its shareholders, counsel, of counsel, senior partners, and associates may currently represent, or may have previously represented, and may in the future represent, persons, entities, and their affiliates that are claimants, interest holders, other parties-in-interest, or professionals of the Debtors (and other professionals to be retained in these Cases) in matters totally unrelated to the Debtors or these Cases. 10. Attached hereto as Exhibit 2 is a list of parties-in-interest that Polsinelli has represented in the past, currently represents, or may in the future continue to represent in matters wholly unrelated to the Cases. 11. Polsinelli is a disinterested person as that term is defined in 101(14) of the Bankruptcy Code in that Polsinelli, its shareholders, counsel, and associates: a. are not creditors, equity security holders, or insiders; b. are not and were not, within two (2) years before the date of the filing of the petitions, directors, officers, or employees of the Debtors; and 4

17 Case LSS Doc Filed 05/12/16 Page 5 of 13 c. do not have interests materially adverse to the interests of the estates or of any class of creditors or equity security holders, by reason of any direct or indirect relationship to, connection with, or interest in, the Debtors, or for any other reason. 11 U.S.C. 101(14). 12. By reason of the foregoing, I believe that Polsinelli is eligible for employment and retention by the Creditors Committee pursuant to the Bankruptcy Code and the applicable Bankruptcy Rules. 13. In conjunction with its co-counsel, Cooley LLP ( Cooley ), and in order to avoid duplication of services rendered, the professional services that Polsinelli has rendered and may be required to render for the Creditors Committee include, without limitation, the following: (a) in conjunction with Cooley, providing legal advice with respect to the powers and duties available to the Creditors Committee, an official committee appointed under section 1102 of the Bankruptcy Code; (b) assisting Cooley in the investigation of the acts, conduct, assets, liabilities and financial condition of the Debtors, the operation of the Debtors businesses, and any other matter relevant to these cases or to the formulation of a plan or plans of reorganization or liquidation; (c) assisting Cooley in preparing on behalf of the Creditors Committee necessary applications, motions, complaints, answers, orders, agreements and other legal papers; (d) reviewing, analyzing and assisting co-counsel in responding to all pleadings filed by the Debtors or other parties-in-interest in these Cases and appearing in Court 5

18 Case LSS Doc Filed 05/12/16 Page 6 of 13 to present necessary motions, applications and pleadings and to otherwise protect the interest of the Creditors Committee; (e) consulting with the Debtors and their professionals, other parties-ininterest and their professionals, and the United States Trustee concerning the administration of the Debtors respective estates; (f) representing the Creditors Committee in hearings and other judicial proceedings; (g) advising the Creditors Committee on practice and procedure in the United States Bankruptcy Court for the District of Delaware and with respect to the Local Rules and local practice; and (h) performing all other legal services for the Creditors Committee in connection with these Cases. 14. Polsinelli has advised the Creditors Committee that Polsinelli s hourly rates for professionals who will be primarily responsible for this matter range from $325 per hour to $775 per hour for shareholders, from $240 per hour to $445 per hour for associates and senior counsel, and from $75 per hour to $275 per hour for paraprofessionals. The primary attorneys and paralegals expected to represent the Creditors Committee, and their respective discounted hourly rates 3 are: (i) Christopher A. Ward (shareholder) $ per hour (j) Shanti M. Katona (shareholder) $ per hour (k) Jarrett K. Vine (associate) $ per hour (a) Lindsey M. Suprum (paralegal) $ per hour 3 These rates are discounted from the rates customarily charged by Polsinelli for similar matters. 6

19 Case LSS Doc Filed 05/12/16 Page 7 of 13 Other attorneys and paralegals may render services to the Creditors Committee as needed. These rates are commensurate with the standard national rates charged by Polsinelli to other similarly situated clients and on similar matters. The hourly rates set forth above are subject to periodic adjustment to reflect economic and other conditions. 15. These rates are set at a level designed to fairly compensate Polsinelli for the work of its attorneys and paralegals, and to cover fixed and routine overhead expenses. 16. It is Polsinelli s policy to charge its clients in all areas of practice for all other expenses incurred in connection with the client s case. The expenses charged to clients include, among other things, telephone and telecopier charges, printing and scanning charges, toll charges, mail and express mail charges, special or hand delivery charges, document processing, photocopying charges, travel expenses, expenses for working meals, computerized research, and transcription costs, as well as non-ordinary overhead expenses such as overtime for secretarial personnel and other staff. Polsinelli will charge for these expenses in a manner and at rates consistent with charges made generally to the firm s other clients and with the Local Rules. 17. No promises have been received by Polsinelli or by any shareholder, counsel, of counsel, or associate thereof as to payment or compensation in connection with these Cases other than in accordance with the provisions of the Bankruptcy Code, the Bankruptcy Rules, and the Local Rules. Polsinelli has no agreement with any other entity to share with such entity any compensation received by Polsinelli in connection with these Cases, other than with the shareholders, counsel, and associates of Polsinelli. 18. While Polsinelli has taken reasonable steps to ascertain whether past and current clients are creditors of the Debtors, affiliated with the Debtors, or are otherwise parties-in- 7

20 Case LSS Doc Filed 05/12/16 Page 8 of 13 interest, Polsinelli s analysis is ongoing. Accordingly, Polsinelli shall supplement this Declaration as appropriate and necessary. 19. The Office of the U.S. Trustee has adopted Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed under 11 USC 330 by Attorneys in Larger Chapter 11 Cases (the UST Guidelines ). The UST Guidelines apply to the U.S. Trustee s review of applications for compensation filed by attorneys in larger chapter 11 cases and are intended as an update to the original guidelines adopted in Polsinelli responds to the following questions in the UST Guidelines in compliance with paragraph D, section 1 as follows: a. Question: Did you agree to any variations from, or alternatives to, your standard or customary billing arrangements for this engagement? Response: Yes. b. Question: Do any of the professionals included in this engagement vary their rate based on the geographic location of the bankruptcy case? Response: No, however, Polsinelli does maintain different rates for its professionals but those rates are not based on the geographic location of the bankruptcy case or the client. c. Question: If you represented the client in the 12 months prepetition, disclose your billing rates and material financial terms for the prepetition engagement, including any adjustments during the 12 months prepetition. If your billing rates and material financial terms have changed postpetition, explain the difference and the reasons for the difference. Response: Polsinelli did not represent the client prepetition. d. Question: Has your client approved your prospective budget and staffing plan, and, if so, for what budget period? Response: Polsinelli developed and shared 8

21 Case LSS Doc Filed 05/12/16 Page 9 of 13 with the Creditors Committee and Cooley a budget and staffing plan to comply with the U.S. Trustee s requests for information and additional disclosures, and any orders of this Court. Should these Cases continue beyond the initial budgeted period, Polsinelli intends to work with the Creditors Committee and Cooley to develop a prospective budget and staffing plan to comply with the Office of the United States Trustee s requests for information and additional disclosures through the conclusion of these Cases. 21. By reason of the foregoing, I believe Polsinelli is eligible for employment and retention by the Creditors Committee pursuant to sections 328 and 1103 of the Bankruptcy Code and the applicable Bankruptcy Rules. I certify under penalty of perjury under the laws of the United States that, to the best of my knowledge and after reasonable inquiry, the foregoing is true and correct. Dated: May 12, 2016 /s/ Christopher A. Ward Christopher A. Ward (Del. Bar No. 3877) 9

22 Case LSS Doc Filed 05/12/16 Page 10 of 13 EXHIBIT 1 List of Searched Parties

23 Case LSS Doc Filed 05/12/16 Page 11 of 13 Debtors Vestis Retail Group, LLC Vestis Retail Financing, LLC EMS Operating Company, LLC [EMS = Eastern Mountain Sports] Vestis IP Holdings, LLC Bob s Stores, LLC EMS Acquisition LLC Sport Chalet, LLC Sport Chalet Value Services, LLC Sport Chalet Team Sales, LLC Non-Debtor Affiliate SME Holding Company, LLC [not an acronym] Equity Holders Vestis Retail Holdings 2, LLC Versa Lenders Wells Fargo Capital Finance, LLC Bank of America, N.A. Vestis BSI Funding II, LLC Stalking Horse Bidder Vestis BSI Funding II, LLC Largest Creditors Nike USA Inc. Under Armour, Inc. Aptos Canada, Inc. Aptos, Inc. Wolverine Worldwide, Inc. Levi Strauss & Co. North Face Accell North America Inc. Carhartt Marmot Mountain International ONeill Sportswear

24 Case LSS Doc Filed 05/12/16 Page 12 of 13 The Timberland Company Kuhl Clothing Prana, Inc. Bravo Sports Pulse Scooters Easton Baseball/Softball Inc. Skechers USA, Inc. Reef Polar Max / Longworth Asics America Corporation Advanced Sports Inc. Valassis Direct Mail, Inc. Wolverine Outdoors, Inc. New Balance Athletic Shoe Impex Inc. Quiksilver/Roxy Billabong Oboz Footwear LLC Keen, Inc. Confluence Watersports Shock Doctor Inc./McDavid Columbia Sportswear Co. Lee/VF Jeanswear [VF is not an acronym] Vans, Inc. Black Diamond Equipment Hanesbrands Inc. Chippewa Boot Co. Osprey Packs, Inc. Hi-Tec Sports USA, Inc. Electra Bicycle Company Woodman Labs Inc. VF Outdoor, LLC Regency Centers, L.P. CVS Pharmacy, Inc. Liquidators Hilco Merchant Resources, LLC Gordon Brothers Retail Partners, LLC - 2 -

25 Case LSS Doc Filed 05/12/16 Page 13 of 13 EXHIBIT 2 Disclosures Nike USA Inc. - In the past, currently, and in the future, Polsinelli has represented, represents, and will continue to represent Nike USA, Inc., and/or its affiliates, in certain matters completely unrelated to the Debtors. Bank of America - In the past, currently, and in the future, Polsinelli has represented, represents, and will continue to represent Bank of America, solely in its capacity as trustee to specific trusts, in certain matters completely unrelated to the Debtors. Wells Fargo Capital Finance, LLC - In the past, currently, and in the future, Polsinelli has represented, represents, and will continue to represent Wells Fargo Capital Finance, LLC, solely in its capacity as trustee to specific trusts, in certain matters completely unrelated to the Debtors. The Timberland Company - In the past, currently, and in the future, Polsinelli has represented, represents, and will continue to represent The Timberland Company, and/or its affiliates, in certain matters completely unrelated to the Debtors. Easton Baseball/Softball Inc. - In the past, currently, and in the future, Polsinelli has represented, represents, and will continue to represent Easton Baseball/Softball Inc., and/or its affiliates, in certain matters completely unrelated to the Debtors. Black Diamond Equipment - In the past, currently, and in the future, Polsinelli has represented, represents, and will continue to represent Black Diamond Equipment, and/or its affiliates, in certain matters completely unrelated to the Debtors. Shock Doctor Inc. - In the past, currently, and in the future, Polsinelli has represented, represents, and will continue to represent Shock Doctor Inc., and/or its affiliates, in certain matters completely unrelated to the Debtors. CVS Pharmacy, Inc. - In the past, currently, and in the future, Polsinelli has represented, represents, and will continue to represent CVS Pharmacy, Inc., and/or its affiliates, in certain matters completely unrelated to the Debtors.

26 Case LSS Doc Filed 05/12/16 Page 1 of 3 EXHIBIT B IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Vestis Retail Group, LLC, et al., Debtors. 1 Chapter 11 Case No (LSS) (Jointly Administered) DECLARATION OF KIM STEWART, SOLELY IN THE CAPACITY AS THE CHAIR OF THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS, IN SUPPORT OF THE COMMITTEE S APPLICATION FOR AN ORDER APPROVING THE EMPLOYMENT AND RETENTION OF POLSINELLI PC NUNC PRO TUNC TO APRIL 26, 2016, AS DELAWARE COUNSEL AND CONFLICTS COUNSEL TO THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS Kim Stewart, solely in the capacity as the Chair of the Official Committee of Unsecured Creditors (the Creditors Committee ) of Vestis Retail Group, LLC and its debtor affiliates (collectively, the Debtors ) appointed pursuant to section 1102 of title 11 of the United States Code 101 et seq. (the Bankruptcy Code ) in the above-captioned jointly administered Chapter 11 cases (the Cases ), submits this declaration on behalf of the Creditors Committee under 28 U.S.C (the Declaration ) under penalty of perjury: 1. On April 26, 2016, the Office of United States Trustee for the District of Delaware (the U.S. Trustee ) appointed the following 7 members to the Creditors Committee under sections 1102(a) and 1102(b) of the Bankruptcy Code: (a) Nike USA, Inc.; (b) Under Armor Inc.; (c) Wolverine Worldwide, Inc.; (d) Levi Strauss & Co. Inc., (e) VF Outdoor, LLC; 1 The Debtors and the last four digits of their respective federal taxpayer identification numbers are as follows: Vestis Retail Group, LLC (1295); Vestis Retail Financing, LLC (9362); EMS Operating Company, LLC (2061); Vestis IP Holdings, LLC (2459); Bob s Stores, LLC (4675); EMS Acquisition LLC (0322); Sport Chalet, LLC (0071); Sport Chalet Value Services, LLC (7320); and Sport Chalet Team Sales, LLC (8015). The Debtors executive headquarters are located at 160 Corporate Court, Meriden, CT

27 Case LSS Doc Filed 05/12/16 Page 2 of 3 (f) Regency Centers, L.P.; and (g) CVS Pharmacy, Inc. Subsequently, the Creditors Committee selected and formally voted to retain Cooley LLP as its lead counsel and Polsinelli PC ( Polsinelli ) as its Delaware counsel and conflicts counsel, subject to the approval of the Court. 2. I have read and am familiar with the contents of the Application of the Official Committee of Unsecured Creditor for an Order under Bankruptcy Code Sections 328(a) and 1103(a) and Bankruptcy Rules 2014(a) and 2016(b) Approving the Employment and Retention of Polsinelli PC Nunc Pro Tunc to April 26, 2016, as Delaware Counsel and Conflicts Counsel to the Official Committee of Unsecured Creditors ( Polsinelli s Retention Application ). 3. The Creditors Committee selected Polsinelli as its Delaware counsel and conflicts counsel because of the firm s experience and knowledge in the field of creditors rights, business reorganizations and liquidations under chapter 11 of the Bankruptcy Code, its expertise, experience, and knowledge practicing before this Court, its proximity to the Court and its ability to respond quickly to emergency hearings and other emergency matters in this Court, as further stated in Polsinelli s Retention Application. The Creditors Committee believes that Polsinelli is well-qualified and able to represent its interests in these Cases. 4. Polsinelli has informed the Creditors Committee that its current hourly rates are its respective standard hourly rates for work of this nature. Polsinelli further informed the Creditors Committee that it operates in a national and regional marketplace for legal services in which rates are driven by multiple factors relating to individual lawyers and their area of specialty, the firm s expertise, performance and reputation, the nature of the work involved, and other factors. Polsinelli further informed the Creditors Committee (and disclosed in its retention application) that its respective hourly rates are subject to periodic review and adjustments to reflect economic and other conditions. 2

28 Case LSS Doc Filed 05/12/16 Page 3 of 3 5. The Creditors Committee has approved a prospective budget for the Creditors Committee s professionals for work to be completed during the first few months of these Cases. The Creditors Committee recognizes, however, that in the course of a chapter 11 case, such as these Cases, it is possible, and in fact most likely, that there may be some unforeseen fees and expenses that will need to be addressed by the Creditors Committee and its counsel and that the proposed budget and staffing plans may need to be amended and modified. 6. The Creditors Committee further recognizes that it is responsible to review the billing practices of its counsel to ensure that the fees and expenses paid by the Debtors estates remain consistent with the expectations, circumstances, and exigencies of these Cases. The Creditors Committee will continue to review the invoices that Polsinelli regularly submits and, as necessary, may periodically amend the budget and any staffing plans as these Cases develop. I am authorized to submit this Declaration on behalf of the Creditors Committee and, if called upon to testify, I could and would testify competently to the facts set forth herein. Dated: May 12, 2016 THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS OF VESTIS RETAIL GROUP, LLC, ET AL. /s/ Kim Stewart Kim Stewart, Committee Chair Nike USA, Inc. One Bowerman Dr. Beaverton, OR

29 Case LSS Doc Filed 05/12/16 Page 1 of 4 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Vestis Retail Group, LLC, et al., Debtors. 1 Chapter 11 Case No (LSS) (Jointly Administered) Re: Docket No. ORDER AUTHORIZING EMPLOYMENT AND RETENTION OF POLSINELLI PC NUNC PRO TUNC TO APRIL 26, 2016, AS DELAWARE COUNSEL AND CONFLICTS COUNSEL TO THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS Upon the application of the official committee of unsecured creditors (the Creditors Committee ) appointed in the chapter 11 cases of Vestis Retail Group, LLC and its affiliated debtors and debtors in possession (collectively, the Debtors ) for an order, pursuant to sections 328 and 1103 of Title 11 of the United States Code (the Bankruptcy Code ), authorizing the Creditors Committee to employ and retain Polsinelli PC ( Polsinelli ) as the Delaware counsel and conflicts counsel to the Creditors Committee in these Cases, nunc pro tunc to April 26, 2016 (the Application ) 2 ; and upon the declarations of Christopher A. Ward and Kim Stewart (the Declarations ), which are annexed to the Application; it appearing that due and proper notice of the Application has been given; and after due deliberation, and sufficient cause appearing therefore; it is hereby ORDERED that the Application is approved as set forth herein; and it is further 1 The Debtors and the last four digits of their respective federal taxpayer identification numbers are as follows: Vestis Retail Group, LLC (1295); Vestis Retail Financing, LLC (9362); EMS Operating Company, LLC (2061); Vestis IP Holdings, LLC (2459); Bob s Stores, LLC (4675); EMS Acquisition LLC (0322); Sport Chalet, LLC (0071); Sport Chalet Value Services, LLC (7320); and Sport Chalet Team Sales, LLC (8015). The Debtors executive headquarters are located at 160 Corporate Court, Meriden, CT All capitalized terms not defined in this Order shall have the meanings ascribed to them in the Application.

30 Case LSS Doc Filed 05/12/16 Page 2 of 4 ORDERED that pursuant to sections 328 and 1103 of the Bankruptcy Code, the Creditors Committee is authorized and empowered to employ Polsinelli as its Delaware counsel and conflicts counsel in these Cases, nunc pro tunc to April 26, 2016, and Polsinelli is authorized to: (a) in conjunction with Cooley LLP ( Cooley ), provide legal advice with respect to the powers and duties available to the Creditors Committee, an official committee appointed under section 1102 of the Bankruptcy Code; (b) assist Cooley in the investigation of the acts, conduct, assets, liabilities and financial condition of the Debtors, the operation of the Debtors businesses, and any other matter relevant to these cases or to the formulation of a plan or plans of reorganization or liquidation; (c) assist Cooley in preparing on behalf of the Creditors Committee necessary applications, motions, complaints, answers, orders, agreements and other legal papers; (d) review, analyze and assist Cooley in responding to all pleadings filed by the Debtors or other parties-in-interest in these Cases and appearing in Court to present necessary motions, applications and pleadings and to otherwise protect the interest of the Creditors Committee; (e) consult with the Debtors and their professionals, other parties-in-interest and their professionals, and the United States Trustee concerning the administration of the Debtors respective estates; (f) represent the Creditors Committee in hearings and other judicial proceedings; 2

31 Case LSS Doc Filed 05/12/16 Page 3 of 4 (g) advise the Creditors Committee on practice and procedure in the United States Bankruptcy Court for the District of Delaware and with respect to the Local Rules and local practice; and (h) perform all other legal services for the Creditors Committee in connection with these Cases; and it is further ORDERED that Polsinelli shall be compensated in accordance with the procedures set forth in sections 330 and 331 of the Bankruptcy Code, and applicable Federal Rules of Bankruptcy Procedure, the Local Rules of Bankruptcy Practice and Procedure for the United States Bankruptcy Court for the District of Delaware, and such other procedures as may be fixed by order of this Court; and it is further ORDERED that Polsinelli shall make a reasonable effort to comply with the U.S. Trustee s requests for information and additional disclosures as set forth in the Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed under 11 U.S.C. 330 by Attorneys in Large Chapter 11 Cases Effective as of November 1, 2013 (the Revised UST Guidelines ), both in connection with this Application and the interim and final fee applications to be filed by Polsinelli in these chapter 11 cases; and it is further; ORDERED that notwithstanding anything to the contrary in the Application, Polsinelli will not seek reimbursement of expenses for office supplies, any secretarial or other overtime charges; and it is further ORDERED that Polsinelli shall not charge a markup to the Debtors with respect to fees billed by contract attorneys who are hired by Polsinelli to provide services to the Committee and shall ensure that any such contract attorneys are subject to conflicts checks and disclosures in accordance with the requirements of the Bankruptcy Code and Bankruptcy Rules. For the 3

32 Case LSS Doc Filed 05/12/16 Page 4 of 4 avoidance of doubt, Polsinelli shall neither share fees with existing or future contract attorneys who advise the Committee nor enter into fee sharing arrangements with such contract attorneys; and it is further ORDERED that prior to any increases in Polsinelli s rates for any individual employed by Polsinelli and providing services in the cases, Polsinelli shall file a supplemental affidavit with the Court and provide ten business days notice to the Debtors, the United States Trustee, and the Creditors Committee. The supplemental affidavit shall explain the basis for the requested rate increases in accordance with section 330(a)(3)(F) of the Bankruptcy Code and state whether the Creditors Committee has consented to the rate increase. The U.S. Trustee retains all rights to object to any rate increase on all grounds, including the reasonableness standard set forth in section 330 of the Bankruptcy Code, and the Court retains the right to review any rate increase pursuant to section 330 of the Bankruptcy Code; and it is further ORDERED that this Court retains jurisdiction with respect to all matters arising from or related to the implementation of this Order. Dated:, 2016 The Honorable Laurie Selber Silverstein United States Bankruptcy Judge 4