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Hearing Date: August 5, 2020 at 10:00 a.m. (ET) Objection Deadline: July 29, 2020 at 4:00 p.m. (ET)

SILLS CUMMIS & GROSS P.C. S. Jason Teele, Esq. Gregory A. Kopacz, Esq. 101 Park Avenue, 28th Floor New York, New York 10178 (212) 643-7000 (Telephone) (212) 643-6500 (Facsimile)

Counsel to the Debtors and Debtors-in-Possession

UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK

In re: THE NORTHWEST COMPANY, LLC, et al.1 Debtors.

Chapter 11 Case No. 20-10990 (MEW)

(Jointly Administered)

NOTICE OF DEBTORS’ APPLICATION FOR ENTRY OF AN ORDER (A) AUTHORIZING THE DEBTORS TO EMPLOY AND RETAIN MAZARS USA LLP

AS TAX SERVICES PROVIDER NUNC PRO TUNC TO THE PETITION DATE, AND (B) GRANTING RELATED RELIEF

PLEASE TAKE NOTICE that a hearing on the Debtors’ Application for Entry of an Order (a) Authorizing the Debtors to Employ and Retain Mazars USA LLP as Tax Services Provider Nunc Pro Tunc to the Petition Date, and (b) Granting Related Relief (the “Application”) will be held before the Honorable Michael E. Wiles, United States Bankruptcy Judge, United States Bankruptcy Court for the Southern District of New York (the “Court”), One Bowling Green, New York, New York 10004-1408, on August 5, 2020, at 10:00 a.m. (prevailing Eastern Time) (the “Hearing”).

PLEASE TAKE FURTHER NOTICE that in light of the COVID-19 pandemic and the Court’s General Order M-543 (“General Order M-543”), dated March 20, 2020, the Hearing will only be conducted telephonically. Parties wishing to participate in the Hearing must

1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number, are: The Northwest Company, LLC (8132) and The Northwest.com LLC (1339). The location of the Debtors’ service address is: 49 Bryant Avenue, Roslyn, New York 11576.

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make arrangements through CourtSolutions LLC. Instructions to register for CourtSolutions LLC are attached to General Order M-543.

PLEASE TAKE FURTHER NOTICE that any responses or objections to the relief requested in the Application shall: (a) be in writing; (b) conform to the Federal Rules of Bankruptcy Procedure, the Local Bankruptcy Rules for the Southern District of New York, all General Orders applicable to chapter 11 cases in the United States Bankruptcy Court for the Southern District of New York; (c) be filed electronically with the Court on the docket of In re The Northwest Company, LLC, et al., Case 20-10990 (MEW) by registered users of the Court’s electronic filing system and in accordance with the General Order M-399 (which is available on the Court’s website at http://www.nysb.uscourts.gov); and (d) be served so as to be actually received by July 29, 2020, at 4:00 p.m., prevailing Eastern Time, by (i) Sills Cummis & Gross P.C., 101 Park Avenue, 28th Floor, New York, New York 10178 (Attn: S. Jason Teele, Esq. and Gregory A. Kopacz, Esq.); (ii) the Office of the United States Trustee for Region 2, 201 Varick Street, Suite 1006, New York, New York 10014 (Attn: Shannon Scott, Esq. and Susan Arbeit, Esq.); (iii) counsel to CIT Group/Commercial Services, Inc., Hahn & Hessen LLP, 488 Madison Avenue, New York, New York 10022 (Attn: Joshua I. Divack, Esq.); and (iv) Lowenstein Sandler LLP, 1251 Avenue of the Americas, 17th Floor, New York, New York 10020 (Attn: Jeffrey Cohen, Esq. and Lindsay H. Sklar, Esq.).

PLEASE TAKE FURTHER NOTICE that only those responses that are timely filed, served, and received will be considered at the Hearing. Failure to file a timely objection may result in entry of an order granting the Application as requested by the Debtors.

Dated: July 21, 2020 SILLS CUMMIS & GROSS P.C.

/s/ Gregory A. Kopacz

S. Jason Teele, Esq. Gregory A. Kopacz, Esq. 101 Park Avenue, 28th Floor New York, New York 10178 (212) 643-7000 (Telephone) (212) 643-6500 (Facsimile) [email protected] [email protected] Counsel to the Debtors and Debtors in Possession


http://www.nysb.uscourts.gov/

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SILLS CUMMIS & GROSS P.C. S. Jason Teele, Esq. Gregory A. Kopacz, Esq. 101 Park Avenue, 28th Floor New York, New York 10178 (212) 643-7000 (Telephone) (212) 643-6500 (Facsimile)

Counsel to the Debtors and Debtors-in-Possession





DEBTORS’ APPLICATION FOR ENTRY OF AN ORDER (A) AUTHORIZING THE DEBTORS TO EMPLOY AND RETAIN MAZARS USA LLP AS TAX SERVICES PROVIDER NUNC PRO TUNC TO THE PETITION DATE, AND

(B) GRANTING RELATED RELIEF

The above-captioned debtors and debtors in possession (the “Debtors”) respectfully state

as follows in support of this application (the “Application”):

RELIEF REQUESTED

1. The Debtors seek entry of an order, substantially in the form attached as Exhibit

A (the “Proposed Order”): (a) authorizing the Debtors to employ and retain Mazars USA LLP

(“Mazars”), as their tax services provider nunc pro tunc to the Petition Date (defined below),

pursuant to the terms of the engagement letter between Mazars and the Debtors, a copy of which

is attached as Exhibit 1 to the Proposed Order (the “Engagement Letter”), and (b) granting



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related relief. In support of this Application, the Debtors submit the declaration of Dennis

Cancellarich (the “Cancellarich Declaration”), attached as Exhibit B, and respectfully state as

follows:

JURISDICTION

2. The Court has jurisdiction over this matter under 28 U.S.C. §§ 157 and 1334 and

the Amended Standing Order of Reference from the United States District Court for the Southern

District of New York, dated January 31, 2012. This is a core proceeding under 28 U.S.C.

§157(b). Venue is proper under 28 U.S.C. §§ 1408 and 1409.

3. The bases for the relief requested are section 327(a) of the Bankruptcy Code,

Bankruptcy Rule 2014, and Local Rule 2014-1.

BACKGROUND

4. On April 18, 2020 (the “Petition Date”), each of the Debtors filed a voluntary

petition for relief under chapter 11 of the Bankruptcy Code (the “Chapter 11 Cases”).

5. The Debtors are currently operating their businesses and managing their

properties as debtors-in-possession pursuant to sections 1107(a) and 1108 of the Bankruptcy

Code. These Chapter 11 Cases are being jointly administered.

6. On April 30, 2020, the United States Trustee appointed the statutory committee of

unsecured creditors (the “Committee”) pursuant to section 1102 of the Bankruptcy Code.

7. Additional background regarding the commencement of these Chapter 11 Cases is

set forth in the Declaration in Support of Chapter 11 Petitions and First Day Pleadings [D.I. 8].

RETENTION OF MAZARS USA LLP

8. The Debtors submit this Application because of their need to obtain assistance in

connection with the preparation of their federal and state partnership income tax returns for the

years ended December 31, 2018 and December 31, 2019, and other tax consulting services that


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may be needed. Mazars is well qualified to provide these services to the Debtors. Mazars is a

leading accounting, tax and consulting firm with over 24,000 professionals across 90 countries.

The Debtors selected Mazars as their tax services provider in these Chapter 11 Cases based upon

Mazars’ expertise with such matters and excellent reputation.

9. As set forth in the Cancellarich Declaration, Mr. Cancellarich is a partner at

Mazars and regularly provides sophisticated tax planning strategies for high net worth

individuals, family groups and closely held businesses, such as the Debtors. Mr. Cancellarich

has over 20 years’ experience delivering accounting and tax services to companies, such as the

Debtors, across a wide variety of industries.

10. The Debtors believe that Mazars is well qualified to advise the Debtors in these

Chapter 11 Cases in an expert and efficient manner.

SCOPE OF EMPLOYMENT

11. The terms and conditions of the Engagement Letter were negotiated and reflect

the Debtors’ and Mazars’ mutual agreement regarding the services that will be required in

connection with this engagement. Under the Engagement Letter, in consideration for the

compensation contemplated thereby, Mazars has agreed to prepare the Debtors’ federal and state

partnership income tax returns with supporting schedules for the years ended December 31, 2018

and December 31, 2019, and other tax consulting services that may be needed. The parties

anticipate that the following forms will be prepared: Federal Form 1065, Federal Form FinCEN

114, Arkansas Form AR 1050, California Form 568, Connecticut Form CT-1065/CT-1120SI,

Georgia Form 700, Minnesota Form M3, New Jersey Form NJ-1065, New York Form IT-204,

North Carolina Form D-403, Ohio CAT Tax, Pennsylvania Form PA-20S/PA-65, Tennessee

Form FAE 170, Texas Franchise Tax Public Information Report, Texas Franchise Tax Report


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05-158, Vermont Form BI-471, New York City Form NYC-204.

NO DUPLICATION OF SERVICES

12. The services that Mazars will provide to the Debtors are necessary and beneficial

to the Debtors’ estates. Mazars will use reasonable efforts not to duplicate the services that other

professionals will be providing the Debtors in these Chapter 11 Cases.

MAZARS’ DISINTERESTEDNESS

13. To the best of the Debtors’ knowledge, information, and belief, other than as set

forth in the Cancellarich Declaration, Mazars: (i) has no connection with the Debtors, their

creditors, other parties in interest, or the advisors of any of the foregoing, or the United States

Trustee or any person employed in the Office of the United States Trustee; (ii) does not hold any

interest adverse to the Debtors’ estates; and (iii) believes it is a “disinterested person” as defined

in section 101(14) of the Bankruptcy Code.

14. If any new material facts or relationships are discovered or arise, Mazars will

provide the Court with a supplemental declaration.

TERMS OF RETENTION

15. Subject to approval by the Court, the Debtors propose to employ and retain

Mazars to serve as the Debtors’ tax service provider on the terms and conditions set forth in the

Engagement Letter.

16. In accordance with the terms of the Engagement Letter, Mazars will be paid by

the Debtors for the services of Mazars’ professionals at their customary hourly billing rates,

which are set forth below:

Title Rate

Partner $500 - $550


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Senior Manager $385 - $475

Manager $295 - $330

Senior $220 - $265

Staff $145 - $195

Paraprofessional $160 - $230

17. Mazars estimates that its fees for tax compliance services will range from $44,000

to $54,000.

18. On the first business day after entry of the order approving the retention of

Mazars, the Debtors shall be authorized to pay Mazars $35,000 in accordance with the terms of

the Engagement Letter.

19. In addition, Mazars will be reimbursed for the reasonable out-of-pocket expenses

of the Mazars professionals incurred in connection with this engagement, such as travel, lodging,

postage, telephone and facsimile charges.

20. As a material part of the consideration for which Mazars professionals have

agreed to provide the services described herein, the Debtors have agreed to the indemnification

provisions in the Engagement Letter.

21. All fees and expenses due to Mazars will be billed in accordance with any interim

compensation orders entered by this Court, and the relevant sections of the Bankruptcy Code,

Bankruptcy Rules and the Local Rules.

FEES

22. The Debtors understand that Mazars intends to apply to the Court for allowance

of compensation and reimbursement of expenses for its tax compliance services in accordance


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

orders of the Court, and guidelines established by the United States Trustee.

23. Given the numerous issues that Mazars may be required to address in the

performance of its services, Mazars’ commitment to the variable level of time and effort

necessary to address all such issues as they arise, and the market prices for such services for

engagements of this nature, the Debtors submit that the fee arrangements set forth herein are

reasonable under the standards set forth in the Bankruptcy Code.

BASIS FOR RELIEF

24. The Debtors submit that the retention of Mazars under the terms described herein

is appropriate under section 327(a) of the Bankruptcy Code. Section 327(a) of the Bankruptcy

Code empowers a debtor, with the Court’s approval, to employ professionals “that do not hold or

represent an interest adverse to the estate, and that are disinterested persons, to represent or assist

the trustee in carrying out the trustee’s duties under this title.” 11 U.S.C. §327(a). Section

101(14) of the Bankruptcy Code defines a “disinterested person” as a person that: (a) is not a

creditor, an equity security holder, or an insider; (b) is not and was not, within two years before

the date of the filing of the petition, a director, officer, or employee of the debtor; and (c) does

not have an interest materially adverse to the interest of the estate 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 debtor, or for any other reason. 11 U.S.C. §101(14).

25. Furthermore, 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


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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.

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

Declaration, the retention and employment of Mazars as tax service provider to the Debtors is

warranted. The terms of the Engagement Letter were negotiated in good faith and at arm’s

length between the Debtors and Mazars and reflect the Debtors’ evaluation of the extensive work

and substantial commitment to be undertaken by Mazars during the Chapter 11 Cases.

Moreover, given the numerous issues that Mazars may be required to address in performing its

services for the Debtors pursuant to the Engagement Letter, Mazars’ commitment to the variable

time requirements and effort necessary to address all such issues as they arise, and the market

price for Mazars’ services for engagements of this nature, the Debtors submit that the terms and

conditions of the Engagement Letter, including the proposed compensation terms, are reasonable

and in keeping with the terms and conditions typical for engagements of this size and character.

The Debtors also believe that the proposed compensation structure appropriately reflects (a) the

nature and scope of Mazars’ services, (b) Mazars’ substantial experience with respect to tax

compliance services, and (c) the fee structures typically utilized by Mazars and other tax firms.

27. Based on the foregoing, and given that the Debtors will require substantial

assistance in connection with their Chapter 11 Cases, it is reasonable for the Debtors to seek to

employ and retain Mazars to serve as their tax service provider on the terms and conditions set

forth herein.


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MOTION PRACTICE

28. This Application includes citations to the applicable rules and statutory authorities

upon which the relief requested herein is predicated and a discussion of their application to this

Application. The Debtors thus submit that this Application satisfies Local Rule 9013-1(a).

NOTICE

29. Notice of this Application has been given to (i) the Office of the United States

Trustee for Region 2; (ii) the Debtors’ twenty largest unsecured creditors; (iii) CIT

Group/Commercial Services, Inc.; (iv) applicable governmental units; (v) the Committee; and

(vi) those parties who have filed a notice of appearance and request for service of pleadings in

these Chapter 11 Cases pursuant to Bankruptcy Rule 2002. In light of the nature of the relief

requested herein, the Debtors submit that no other or further notice is required.

NO PRIOR REQUEST

30. No prior request for the relief sought in this Application has been made to this or

any other court.

CONCLUSION

WHEREFORE, the Debtors respectfully request entry of an order, substantially in the

form attached as Exhibit A, granting the relief requested herein and granting such other relief as

is just and proper.

Respectfully submitted, Dated: July 21, 2020 By: /s/ Craig Jalbert Craig Jalbert Independent Manager


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EXHIBIT A

Proposed Order


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ORDER (A) AUTHORIZING THE DEBTORS TO EMPLOY AND RETAIN MAZARS USA LLP AS TAX SERVICES PROVIDER NUNC PRO TUNC TO THE

PETITION DATE, AND (B) GRANTING RELATED RELIEF

Upon the application (the “Application”)2 of the Debtors for entry of an order (this

“Order”), authorizing the Debtors to retain and employ Mazars USA LP (“Mazars”) as tax

service provider nunc pro tunc to the Petition Date, all as more fully set forth in the Application,

and upon the declaration of Dennis Cancellarich in support of the Application (the

“Cancellarich Declaration”); and this Court having jurisdiction over this matter pursuant to 28

U.S.C. §§ 157 and 1334 and the Amended Standing Order of Reference from the United States

District Court for the Southern District of New York, dated January 31, 2012; and this Court

having the power to enter a final order consistent with Article III of the United States

Constitution; and this Court having found that venue of this proceeding and the Application in

this district is proper pursuant to 28 U.S.C. §§ 1408 and 1409; and this Court having found that

the Debtors’ notice of the Application and opportunity for a hearing on the Application were

appropriate under the circumstances and no other notice need be provided; and this Court being


2 Capitalized terms not defined shall have the meanings ascribed to them in the Application.


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satisfied, based on the representations made in the Application and in the Cancellarich

Declaration, that Mazars is a “disinterested person” as such term is defined in section 101(14) of

the Bankruptcy Code and neither represents nor holds an interest adverse to the Debtors or their

estates; and the Court having found and determined that the terms and conditions of Mazars’

employment are reasonable; and this Court having determined that the legal and factual bases set

forth in the Application establish just cause for the relief granted herein; and this Court having

determined that the relief requested in the Application is necessary and in the best interests of the

Debtors, their estates, creditors, and all parties in interest; and upon all of the proceedings had

before this Court; and after due deliberation and sufficient cause appearing therefor, it is

HEREBY ORDERED THAT:

1. The Application is granted.

2. The Debtors are authorized pursuant to section 327(a) of the Bankruptcy Code,

Bankruptcy Rule 2014(a), and Local Rule 2014-1 to employ and retain Mazars as their tax

services provider nunc pro tunc to the Petition Date, and to pay fees and reimburse expenses to

Mazars on the terms and conditions set forth in the Engagement Letter and this Order.

3. The terms of the Engagement Letter are reasonable terms and conditions of

employment and are approved.

4. Mazars shall be compensated for fees and reimbursed for out-of-pocket expenses

in accordance with sections 330 and 331 of the Bankruptcy Code, the Bankruptcy Rules, the

Local Rules, this Order, and any other applicable orders of this Court.

5. Mazars shall include in its fee applications, among other things, contemporaneous

time records setting forth a description of the services rendered by each professional and the


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amount of time spent on each date by such individual in rendering services on behalf of the

Debtors in one-tenth hour increments.

6. On the first business day after the entry of this Order, the Debtors are authorized

to pay Mazars $35,000 in accordance with the terms of the Engagement Letter.

7. The Debtors will indemnify and hold Mazars harmless in accordance with the

terms of the Engagement Letter.

8. Notwithstanding anything in the Application or the Engagement Letter to the

contrary, prior to the effective date of the Debtors’ plan of reorganization, this Court retains

exclusive jurisdiction over all matters arising out of and/or pertaining to Mazars’ engagement

until such jurisdiction is relinquished.

9. To the extent that there may be any inconsistency between the terms of the

Application, the Engagement Letter, and this Order, the terms of this Order shall govern.

10. The Debtors and Mazars are authorized to take all actions necessary to effectuate

the relief granted in this Order

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

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

12. The relief granted herein shall be binding upon any chapter 11 trustee appointed

in these Chapter 11 Cases, or upon any chapter 7 trustee appointed in the event of a subsequent

conversion of these Chapter 11 Cases to cases under chapter 7.

New York, New York Dated: ________, 2020

___________________________________ HONORABLE MICHAEL E. WILES UNITED STATES BANKRUPTCY JUDGE


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Exhibit 1

Engagement Letter


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May 26, 2020 VIA E-mail The Northwest Company, LLC 49 Bryant Avenue Roslyn, NY 11576 ATTN: Robert Jolson, CFO Dear Mr. Jolson This letter is to confirm and specify the terms of our engagement with The Northwest Company, LLC (the “Company”) for the years ended December 31, 2018 and December 31, 2019 and to clarify the nature and extent of the services we will provide. We understand that you are the person responsible for the tax matters of the Company. By your signature below, you acknowledge that you are responsible for management decisions and functions. That responsibility includes designating qualified individuals with the necessary expertise to be responsible for overseeing all the services we perform as part of this engagement, as well as evaluating the adequacy and results of the services performed and accepting responsibility for them. You are responsible for establishing and maintaining internal controls, including monitoring ongoing activities. If our understanding is not correct, please furnish the name of the individual with whom we should coordinate. Tax Compliance Services We will perform the following services: 1. Prepare the federal and state partnership income tax returns with supporting schedules. Our records indicate

that we should prepare the following returns:

Federal Form 1065 Federal Form FinCEN 114 Arkansas Form AR 1050 California Form 568 Connecticut Form CT-1065/CT-1120SI Georgia Form 700 Minnesota Form M3 New Jersey Form NJ-1065 New York Form IT-204 North Carolina Form D-403 Ohio CAT Tax Pennsylvania Form PA-20S/PA-65 Tennessee Form FAE 170 Texas Franchise Tax Public Information Report Texas Franchise Tax Report 05-158 Vermont Form BI-471 New York City Form NYC-204


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We will prepare these returns from information provided directly by you or information provided to us by third parties on your behalf. Mazars USA LLP will not be responsible for verifying the accuracy and completeness, or otherwise evaluating such information. However, we may request clarifications as appropriate. In preparing your tax returns and providing other tax services, we are relying on you to understand and comply with the requirements for documentation of the Company’s income, deductions and tax positions. You agree that all records, documentation and information we request in connection with the preparation of the federal and state tax returns will be made available to us (including those pertaining to related parties), that all material information will be disclosed to us and that we will have full cooperation of and unrestricted access to Company personnel during the course of this engagement. Please note that if the Company had a taxable presence (e.g., an employee or any tangible property owned or rented within the state) in a state not listed above, it may be subject to state income or franchise tax in that state, depending upon the particular facts. It is the Company’s obligation to notify Mazars USA LLP of such circumstances. New information reporting requirements under the Affordable Care Act (“ACA”) commenced in tax year 2015. The return preparation services that are the subject of this engagement do not include any advice or compliance services related to the ACA or its associated reporting requirements. Compliance with the ACA’s information reporting requirements is solely the responsibility of the Company. Mazars USA LLP will not file any forms required by the ACA on behalf of the Company. However, if requested, Mazars USA LLP would be able to advise the Company about the ACA’s requirements under the terms of a separate engagement. Upon request, Mazars USA LLP would be pleased to prepare a separate engagement letter describing in more detail our available services, and related fees, to advise the Company on its responsibilities under the ACA. We will use our professional judgment in preparing your returns. Whenever we are aware that a possible applicable tax law is unclear or that there are conflicting interpretations of the law by authorities we will explain the positions that may be taken on your return. In accordance with our professional standards, we will follow whatever position you request, as long as it is consistent, as explained below, with the statutes, regulations that have been promulgated and authoritative interpretations. In order to evaluate such consistency, we must be able to determine that (1) an undisclosed return position has at least “substantial authority” to be upheld (i.e., has approximately a greater than 40 percent likelihood of success if challenged by the IRS) and (2) a disclosed return position has at least a “reasonable basis” for the tax treatment of such item (i.e., approximately a 20 percent or greater likelihood of success if challenged by the IRS) if the position does not involve a “listed transaction” or a “principal purpose transaction.” In determining whether a return position satisfies the necessary likelihood of success, we will not take into account the possibility that a return will not be audited, that an issue will not be raised on audit, or that an issue will be settled. We will inform you as soon as possible if, during our preparation, we determine circumstances exist that prevent us from completing the tax return under these standards. We reserve the right to stop work and, if we do, shall not be liable to you for any damages that occur as a result of ceasing to render services. The law provides various penalties that may be imposed when taxpayers understate their tax liability. If you would like information on the amount or circumstances of these penalties, please contact us. Please note that because of the concurrent attest services being rendered by Mazars USA LLP, this engagement is subject to professional independence considerations.


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This engagement letter also covers tax consulting services for which you may seek our assistance. Where we deem it appropriate we will issue a separate engagement letter for any separately identifiable projects. Your returns may be selected for review by the taxing authorities. Any proposed adjustments by the examining agent are subject to certain rights of appeal. In the event of such government tax examination, we will be available, upon request, to represent you and will render additional invoices for the time and expenses incurred. Any such additional services and the fee therefore would be set forth in a separate engagement letter and shall be considered a separate engagement from the return preparation services. The Internal Revenue Service Restructuring and Reform Act of 1998 extends the common law protection of confidentiality afforded under the attorney/client privilege to federally authorized tax practitioners in non-criminal tax proceedings before the Internal Revenue Service and certain federal courts. However, the scope of such confidentiality protection is limited. The privilege does not apply to this engagement. Our engagement for the above-referenced tax work does not include any procedures designed to detect errors, irregularities, or illegal acts, including fraud or defalcations, should any exist. The Tax Cuts and Jobs Act (“TCJA”) was enacted into law at the end of 2017 and included numerous new tax provisions and changes to existing tax rules. Our fee does not encompass any significant additional analysis which may be required due to the new income tax rules enacted under the TCJA. In the event that such analysis is necessary, we will advise you in advance and discuss the additional billings with you before performing the work. Our engagement for the above-referenced tax work does not include the responsibility to amend or correct tax returns as a result of (a) tax law changes that may occur subsequent to the preparation of the return or (b) additional information that may come to our attention subsequent to preparation of the return and that should have been incorporated into the returns. In that event, we will be available, upon request, to prepare such amended or corrected returns and will render additional invoices for the time and expenses incurred. Any such additional services and the fee therefore would be set forth in a separate engagement letter. If you have derived income from a foreign country, we will use the foreign country income information which you provide to calculate any applicable federal or state foreign tax credit or other affected federal or state income tax items. However, you are responsible for meeting any foreign country income tax or other foreign country reporting requirements. Please note that any person or entity subject to the jurisdiction of the United States (includes individuals, corporations, partnerships, trusts, and estates) having a financial interest in, or signature or other authority over, bank accounts, securities, or other financial accounts having a value exceeding $10,000 in a foreign country, is required to report such a relationship. Filing requirements also apply to taxpayers that have direct or indirect control over a foreign or domestic entity with foreign financial accounts, even if the taxpayer does not have foreign account(s). For example, a corporate owned foreign account would require filings by the corporations and by the individual corporate officers with signature authority. Failure to disclose the required information to the U.S. Department of the Treasury may result in substantial civil and/or criminal penalties. If you and/or your entity have a financial interest in any foreign accounts, you are responsible for providing our firm with all the information necessary to prepare Form 114 required by the U.S. Department of the Treasury.


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Moreover, the recently enacted Foreign Account Tax Compliance Act (“FATCA”) imposes additional reporting requirements with respect to ownership - on an aggregate basis - of foreign financial assets exceeding applicable threshold values (Form 8938). Failure to disclose the required information on Form 8938 could result in substantial civil and/or criminal penalties. Please note that despite their similarity and potential for overlap, this Form 8938 reporting requirement is in addition to the previously mentioned Form 114 reporting requirement. If you do not provide our firm with information regarding any interest you may have in a foreign account, we will not be able to prepare any of the required disclosure statements. In addition, the Internal Revenue Service under IRC Section 6038 requires information reporting with respect to certain foreign corporations (Form 5471 and Form 5472), foreign partnerships (Form 8865) and foreign disregarded entities (Form 8858) and describes the information required to be reported on this form, which is due when your income tax return is due, including extensions. Therefore, for example, if you are an officer, director, or shareholder in a foreign corporation, you may be required to file Form 5471 and if you have transactions with foreign related parties, you may be required to file Form 5472. IRC Section 6038(b)(1) provides for a monetary penalty of $10,000 for each Form 5471 and Form 5472 that is filed after the due date of the income tax return (including extensions) or that does not include complete and accurate information as defined under the regulations. By your signature below, you accept responsibility for informing us if you are an officer, director, or shareholder in a foreign corporation, a partner in a foreign partnership, hold an interest in a foreign disregarded entity or have transactions with foreign affiliates and you agree to provide us with the information necessary to prepare the appropriate forms, including, but not limited to forms referenced above. We assume no liability for penalties associated with late filed forms. Management is responsible for the proper recording of transactions in the books of account, for the safeguarding of assets, and for the substantial accuracy of the financial records. You have the final responsibility for the income tax returns and, therefore, you should review them carefully before you sign and file them. It is our policy to provide all professional advice in writing. You may not rely on any advice that has not been issued in writing by Mazars USA LLP. Except as otherwise agreed, all services hereunder shall be solely for your internal purposes and use, and this engagement does not create privity between Mazars USA LLP and any person or party other than you (“Third Party”). This engagement is not intended for the express or implied benefit of any Third Party. No Third Party is entitled to rely, in any manner or for any purpose, on the advice, opinions, reports or other services of Mazars USA LLP. You are, however, authorized to disclose any and all aspects of our advice, opinions, reports or other services to any persons without limitation. Since our advice, opinions, reports or other services are solely for your benefit and are not to be relied upon by others, you must inform anyone to whom you make disclosures that they may not rely upon our advice, opinions or reports without our written consent. We may place such conditions on our consent as Mazars USA LLP deems appropriate. The Company agrees to file the tax returns as prepared by Mazars USA LLP without any modifications. If modifications must be made to the tax returns prior to filing, you agree to obtain written approval in advance. Administration Unless prohibited by applicable law or regulation, we may provide client information to external third parties providing services on our behalf, who may process (i.e., collect, use, transfer, store, etc.) it in furtherance of the services provided to you. We hold these professionals to the same standards of confidentiality as all Mazars USA LLP professionals.


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Mazars USA LLP is required to obtain your consent in order to disclose tax return information to third parties located offshore for the purpose of assisting in the preparation and filing of your tax return. Your consent will permit Mazars USA LLP to disclose your tax return information to Xpitax LLC, which is a U.S. owned service bureau with offshore employees or other such entities. Information to be provided may include personally identifiable information such as your social security number, employer identification number, and any information provided by you to facilitate the preparation of your return, as well as information derived or generated by Mazars USA LLP with respect to tax returns for prior years that are in Mazars USA LLP’s possession. By signing this letter you are providing your consent for this disclosure. Both Mazars USA LLP and the third parties to whom we will disclose this information will maintain adequate data protection safeguards as required by 26 U.S.C. §7216 and Revenue Procedure 2013-14. If client information includes data that can be linked to specific individuals, or personal data, it will be processed in accordance with applicable law and professional regulations. Client warrants that it has the authority to provide any such personal data to us in connection with the performance of this engagement. We will not be liable for any loss arising from false, misleading, or incomplete information or documentation provided by client, client’s agents or representatives, or by any other person of whom we make inquiries during our services. You agree to hold Mazars USA LLP, its successors and assigns harmless from any liability arising out of knowing misrepresentation from Company management. If Company actions lead to a data breach or privacy regulatory non-compliance, Company will reimburse Mazars for its costs incurred to mitigate exposure caused by such actions. Based on our present policies, we will maintain your tax returns and files and related documentation either in hard copy or electronic format for a period of seven years, after which time it will be destroyed. We may modify our record retention policies from time to time in accordance with our professional obligations, it is, therefore, important for you to keep the copies of tax returns and related supporting data. Mazars USA LLP and you acknowledge that the relationship between the parties to this agreement is exclusively that of an independent contractor and that Mazars USA LLP’s obligations to you are exclusively contractual in nature. This agreement does not create an agency, employment, partnership joint venture, trust or other fiduciary relationship between the parties. Neither party shall have the right to bind the other to any Third Party or otherwise to act in any way as a representative or agent of the other except as otherwise agreed in writing between the parties. You agree to hold Mazars USA LLP, its successors and assigns, partners, principals, and employees harmless from liability arising out of any misrepresentation from management. This engagement is for the provision of annual tax services for the periods described herein, and it is understood that such services, and all services related to this engagement, are provided as a single annual engagement. Our tax engagement ends on delivery of the tax returns. Any subsequent services after this date will be considered a new engagement.


Page 6 of 8

Any and all claims by the Company arising under this engagement must be commenced by the Company within three (3) years following the earlier of the date the tax returns were filed or the extended due date of the tax returns associated with this engagement. If the completed work product is not delivered to the client, for any reason, any and all claims by the Company arising under this engagement must be commenced by the Company within one (1) year following later of (i) the date Company is informed of the engagement’s termination or, (ii) the last date services were provided to the Company. In the event there is a request (by subpoena or otherwise) for testimony, documents or other information concerning the Company by any governmental agency or investigative body or by a party in any litigation or dispute (other than litigation or disputes involving claims by the Company against Mazars USA LLP), you agree to reimburse Mazars USA LLP, its successors and assigns, partners, principals and employees, to the fullest extent permitted by law for any expense, including compensation for our time and reimbursement for our out-of-pocket expenses and attorneys’ fees, incurred in complying with or responding to any request. This provision will survive termination of this engagement. Upon request and payment of reproduction costs, the Company shall be provided copies of all reports or other material prepared for the Company by Mazars USA LLP as well as client owned records or records which Mazars USA LLP has received from the Company. The Company is not entitled to review Mazars USA LLP’s work papers without consent. Mazars USA LLP will not be liable to the Company for any actions, damages, claims, liabilities, costs, expenses or losses in any way arising out of or relating to the services performed under this engagement letter for an aggregate amount in excess of the fees billed by Mazars USA LLP under this engagement letter for the services giving rise to the liability. In no event will Mazars USA LLP be liable for consequential, special, indirect, incidental, punitive or exemplary damages, costs, expenses, or losses (including, without limitation, lost profits and opportunity costs) or other damages (other than direct damages). Dispute Resolution Any controversy or claim relating to this engagement (“dispute”), including any dispute involving any person or entity for whose benefit the services in question are or were provided, shall be resolved in accordance with the dispute resolution procedures set forth below, which constitute the sole methodologies for the resolution of all such disputes. If any of these provisions are determined to be invalid or unenforceable, the remaining provisions shall remain in effect and binding on the parties to the fullest extent permitted by law. Mediation Any dispute shall first be submitted for good faith mediation administered by the American Arbitration Association (“AAA”) under its Mediation Rules. The parties agree to discuss their differences in good faith and to attempt, with facilitation by the mediator, to reach a consensual resolution of the dispute. The mediation shall be treated as a settlement discussion and shall be confidential. Each party shall bear its own costs in the mediation. Absent an agreement to the contrary, the fees and expenses of the mediator shall be shared equally by the parties. Arbitration If the dispute is not resolved by mediation within 30 days of its submission to the mediator, then the parties will submit the dispute for arbitration administered by the American Arbitration Association under its Accounting and Related Services Arbitration Rules and Mediation Procedures (the “Rules”).


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The arbitration will be conducted before a single arbitrator selected by agreement between the parties from the AAA’s Panel of Accounting Professionals and Attorneys and shall take place in New York, New York. The arbitrator shall be a fit and impartial person and shall have at least ten (10) years’ experience in commercial litigation, accounting or a similar field connected to the subject matter of the dispute. The arbitrator, with the aforementioned requisite qualifications, will be selected pursuant to Section A-16 of the Rules. The arbitrator shall issue its final award in a written and reasoned decision. In its decision, the arbitrator will declare one party the prevailing party and will have the power to award all reasonable legal fees associated with the arbitration and prior mediation to the prevailing party. The arbitrator shall have no authority to award non-monetary or equitable relief or damages that are punitive in nature, or that are not measured by actual compensatory loss. Any discovery sought in connection with the arbitration must be expressly approved by the arbitrator only upon a showing of substantial need by the party seeking discovery. All aspects of the arbitration shall be treated as confidential. The parties and the arbitrator may disclose the existence, content or result of the arbitration only as expressly provided by the Rules. The award reached as a result of the arbitration will be binding on the parties and confirmation of the arbitration award may be sought in any court having jurisdiction. Any dispute relating in any way to this engagement will be governed by the laws of the State of New York, without giving effect to any provisions relating to conflict of laws that would require the laws of another jurisdiction to apply. In applying the terms of this engagement letter, the Arbitrator shall apply the laws of the State of New York. Fees We estimate that our fees for these tax compliance services will range from $ 44,000 to $ 54,000. Our fees for consulting services will be based on our standard hourly rates. You will also be billed for normal travel and other out-of-pocket costs such as processing, postage, tax technology charges, etc. The fee estimate is based on reasonably anticipated cooperation from your personnel and the assumption that unexpected circumstances will not be encountered during the engagement. If significant additional time is necessary, our fee estimate may be revised. Our fees for this engagement will be progress billed as follows: Amounts With Signed Engagement Letter $ 35,000 Completion of 2018 tax return/Start of 2019 tax return Balance Our invoices will be rendered on a periodic basis and are due when rendered. A late charge will be added for any portion not paid within 30 days. In accordance with our firm policies, work may be suspended if your account becomes overdue and may not be resumed until your account is paid in full. We will send an information request which will delineate all of the initial information necessary to complete your tax returns. Additional information may be requested once the initial data is reviewed. If we do not receive such information at least three weeks prior to the filing deadline, we may impose a premium upon our fee in order to complete the return within a short time frame. Receiving information with only a few weeks left to complete your returns may also jeopardize our ability to timely complete our services.



7266344

EXHIBIT B

Cancellarich Declaration


7266344





DECLARATION OF DENNIS CANCELLARICH IN SUPPORT OF DEBTORS’ APPLICATION FOR ENTRY OF AN ORDER (A) AUTHORIZING THE

DEBTORS TO EMPLOY AND RETAIN MAZARS USA LLP AS TAX SERVICES PROVIDER NUNC PRO TUNC TO THE PETITION DATE, AND

(B) GRANTING RELATED RELIEF

Dennis Cancellarich makes this declaration (the “Declaration”) pursuant to 28 U.S.C. §

1746 in support of the Debtors’ Application for Entry of an Order (a) Authorizing the Debtors to

Employ and Retain Mazars USA LLP as Tax Services Provider Nunc Pro Tunc to the Petition

Date, and (b) Granting Related Relief (the “Application”),2 and states and declares as follows:

1. Except as otherwise noted, I have personal knowledge of the matters set forth

herein.

2. Mazars is a leading accounting, tax and consulting firm with over 24,000

professionals across 90 countries.

3. I am a partner at Mazars and regularly provide sophisticated tax planning

strategies for high net worth individuals, family groups and closely held businesses, such as the

Debtors. I have over 20 years’ experience delivering accounting and tax services to companies,

such as the Debtors, across a wide variety of industries.

1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number, are: The Northwest Company, LLC (8132) and The Northwest.com LLC (1339). The location of the Debtors’ service address is: 49 Bryant Avenue, Roslyn, New York 11576. 2 Capitalized terms not otherwise defined shall have the meanings ascribed to such terms in the Application.


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SCOPE OF EMPLOYMENT

4. The terms and conditions of the Engagement Letter were negotiated and reflect

the Debtors’ and Mazars’ mutual agreement regarding the services that will be required in

connection with this engagement. Under the Engagement Letter, in consideration for the

compensation contemplated thereby, Mazars has agreed to prepare the Debtors’ federal and state

partnership income tax returns with supporting schedules for the years ended December 31, 2018

and December 31, 2019, and other tax consulting services that may be needed. The parties

anticipate that the following forms will be prepared: Federal Form 1065, Federal Form FinCEN

114, Arkansas Form AR 1050, California Form 568, Connecticut Form CT-1065/CT-1120SI,

Georgia Form 700, Minnesota Form M3, New Jersey Form NJ-1065, New York Form IT-204,

North Carolina Form D-403, Ohio CAT Tax, Pennsylvania Form PA-20S/PA-65, Tennessee

Form FAE 170, Texas Franchise Tax Public Information Report, Texas Franchise Tax Report

05-158, Vermont Form BI-471, New York City Form NYC-204.

NO DUPLICATION OF SERVICES

7. The services that Mazars will provide to the Debtors are necessary and beneficial

to the Debtors’ estates. Mazars will use reasonable efforts not to duplicate the services that other

professionals will be providing the Debtors in these Chapter 11 Cases.

MAZARS’ DISINTERESTEDNESS

8. To the best of my knowledge and information, Mazars: (i) has no connection with

the Debtors, their creditors, other parties in interest, or the advisors of any of the foregoing, or

the United States Trustee or any person employed in the Office of the United States Trustee; (ii)

does not hold any interest adverse to the Debtors’ estates; and (iii) believes it is a “disinterested

person” as defined in section 101(14) of the Bankruptcy Code.


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9. Mazars was provided by the Debtors’ extensive lists of interested parties and

significant creditors (the “Potential Parties in Interest”). The list of Potential Parties in Interest

which Mazars reviewed is annexed hereto as Exhibit 1. The Potential Parties in Interest

reviewed include, among others: (i) the Debtors; (ii) the Debtors’ employees; (iii) purported

secured creditors of the Debtors; (iv) the Debtors’ unsecured creditors; (v) parties that are

counterparties to various agreements, including leases, licenses and other contracts with the

Debtors; (vi) parties in (or threatening) significant litigation with the Debtors; (vii) the Debtors’

utility providers; (viii) the Debtors’ banks; (ix) the Debtors’ insurers and benefit providers; (x)

case professionals; (xi) pertinent governmental entities; and (xii) certain other potentially

interested parties.

10. Mazars then compared the names of the Potential Parties in Interest to the names

of its current and recent clients (the “Client Database”). The foregoing inquiry revealed that

Mazars has no connections to the Potential Parties in Interest.

11. To the best of my knowledge, information, and belief, no employee at Mazars: (i)

holds a direct or indirect equity interest in the Debtors or has a right to acquire such an interest;

(ii) is or has served as an officer, director, or employee of the Debtors; (iii) is in control of the

Debtors or is a relative of a general partner, director, officer, or person in control of the Debtors;

(iv) is a general or limited partner of a partnership in which the Debtors is also a general or

limited partner; (v) is a relative of or has any connection with the bankruptcy judge approving

the employment of Mazars as the Debtors’ tax services provider that would render retention and

employment improper; or (vi) is connected to the United States Trustee or any employee of that

office.

12. Mazars will review its files periodically during the pendency of these Chapter 11


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

relevant facts or relationships are discovered or arise, Mazars will use reasonable efforts to

identify such further developments and will promptly file a supplemental declaration in

accordance with Bankruptcy Rule 2014(a).

TERMS OF RETENTION

13. Subject to approval by the Court, Mazars agrees to serve as the Debtors’ tax

service provider on the terms and conditions set forth in the Engagement Letter.

14. In accordance with the terms of the Engagement Letter, Mazars will be paid by

the Debtors for the services of Mazars’ professionals at their customary hourly billing rates,

which are set forth below:

Title Rate

Partner $500 - $550

Senior Manager $385 - $475

Manager $295 - $330

Senior $220 - $265

Staff $145 - $195

Paraprofessional $160 - $230

15. Mazars estimates that its fees for tax compliance services will range from $44,000

to $54,000.

16. On the first business day after entry of the order approving the retention of

Mazars, the Debtors shall be authorized to pay Mazars $35,000 in accordance with the terms of

the Engagement Letter.

17. In addition, Mazars will be reimbursed for the reasonable out-of-pocket expenses


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of the Mazars professionals incurred in connection with this engagement, such as travel, lodging,

postage, telephone and facsimile charges.

18. As a material part of the consideration for which Mazars professionals have

agreed to provide the services described herein, the Debtors have agreed to the indemnification

provisions in the Engagement Letter.

19. All fees and expenses due to Mazars will be billed in accordance with any interim

compensation orders entered by this Court, and the relevant sections of the Bankruptcy Code,


FEES

20. Mazars intends to apply to the Court for allowance of compensation and

reimbursement of expenses for its tax services in accordance with the applicable provisions of

the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, orders of the Court, and guidelines

established by the United States Trustee.

21. Given the numerous issues that Mazars may be required to address in the

performance of its services, Mazars’ commitment to the variable level of time and effort

necessary to address all such issues as they arise, and the market prices for such services for

engagements of this nature, I believe that the fee arrangements set forth in the Engagement Letter

and the Application are reasonable under the standards set forth in the Bankruptcy Code.

22. For all of the foregoing reasons, I believe Mazars is eligible for employment and

retention by the Debtors pursuant to applicable provisions of the Bankruptcy Code, the


Dated: July 21, 2020 /s/ Dennis Cancellarich New York, New York Dennis Cancellarich


7266344

Exhibit 1

1. DEBTORS THE NORTHWEST COMPANY, LLC THE NORTHWEST.COM LLC

2. EMPLOYEES ACOSTA, SYLVIA ADAMS, BRYAN ADAMS, STEVEN WAYNE AMATO, ANGELA ANDREOLA, RONALD ANDREW, ED AUERBACH, DANIELLA AUERBACH, GABRIELLE AUERBACH, GABRIELLE AUERBACH, GLENN AUERBACH, ROSS BACIK, KIMBERLY A BANSEN, LANA BELL, BRANDON BENJAMIN, SOLOMON BERGMAN, TALIA BILLINGS, JOSEPH BISCHOFF, KAYLA BLACKBURN, CHRYSTAL BLACKMAN, GWENDOLYN BLAIR, ANGELA BLEDSOE, RODNEY BLEVINS, RACHEL BODENMILLER, BETH BRICKEY, JUSTUS ISAIAH BRIDGFORTH, JOHN BROOKS, LAKAN BROWN, JAMES A. BUDHRAM, VEDEWATI BUIE, MATTHEW ADAM BYRD JR, ALLEN LEE CALL, AMANDA CALL, HARLEY CALLOWAY, JOEY CAMACHO, JENNIFER CANAVAN, MICHAEL CARTER, CHASITY CARTER, CHASITY


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CARTER, RONALD JAMES CASEY, CARL MICHAEL CAUDILL, MICHAEL CHAMALE, BALLNER G CHAMISH, SHARI CHEN, SURONG CHEUNG, JUDY CICALESE, CHRISTINA CILLO, GINA CLARK, SEBASTAIN LANE CLOCK TEST ONE, TIME COLE, LAURA COLLINS, MARGIE COMER, BRADLEY COMER, SHANNON MALEEA CONTE, DENNIS CONTE, MICHAEL CONTI, JOSEPH CONWAY, KATHLEEN COOPER, ALICIA R COOPER, ALICIA R COOPER, RACHEL LAUREN CORVINO, MARISSA COTTONE, FELICIA COX, BARRY D DARNELL, TIMOTHY W DAVENPORT, HEATHER DAVIS, BARRY S DELUCA, PATRICIA DEML, SUZANN DESIMONE, LEEANNA DEVIVO, ALEXA DINDIAL, RONDELL DOBBS, DANIELLE DOOLEY, PHIL DOVICO, CHRISTINA DOWELL, JESSICA DOWELL, JESSICA DUNN, CHERRI EARP, SANDRA C ECKHOFF, BRADY ESPINOSA-JIMENEZ, LUIS ETHERIDGE, CAMERON GENE ETHERIDGE, CAMERON GENE FINKELSTEIN, DAVID FOLEY, KRISTEN


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FREED, BENJAMIN FREEMAN, ROBERT FRIEDMAN, MARC A GADDY, AMANDA R GENTRY, THOMAS GEORGIS, THEODOROS GERSTENBLATT, BRETT GIDWILL, LAUREN GILES, MARK D GIM, IRIS GINNANE-RIVERA, ALEXANDRIA GODWIN III, RONNIE GODWIN, ALBERT GODWIN, KATHY M GOLABEK, MICHELLE GORE, CHANDLER GRANA, CRISTOPHER GRANA, TRINA GRANDE, DEBRA GROCE, CANDACE GUCCIARDO, JOHN GUZMAN, TANIA L HALL, DOUGLAS HARGWOOD, NATALIE NICOLE HARRIS, DANIEL HARRIS, JUDY RAENELL HAYES, JENNY ROBERTS HERNANDEZ-SAMAYOA, AILEEN HIGGINS, PATRICK HINSON, JUSTIN HODGE, WENDY HOLBROOK, JAMES MICHAEL HOLBROOK, SHERRY T. HORCHLER, BRIAN HOWARD, MICHELE HOWLEY, MICHAEL HUGHES III, RICKY MITCHELL ILAHI, AISHA IVLER, JILLIAN JACOBS, MELISSA G JACOBS, ZACKERY JOHNSON, CONNIE JOHNSON, TONY EDSEL JOINVILLE, REGINALD JOLSON, ROBERT JONES, DENISE


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JUAREZ, JEOVANNY KAGIWADA, SAMANTHA KAROLL, SANFORD KARP, CRAIG KAUR, RAJMIT KELLY, DAWN KENNY, KATE KING, KIMBERLY C KIRCHER, SHAUN KLOKEL, KENNETH KORDECKI, CATHERINE KOWAL III, GEORGE J LARNER, DANIEL LASSITER, MARY BETH LEVY, DEBI LIEW, ALICE SEET H LOISEAU, FELESHA D LONG, WILLIAM STEVEN LONG, WILLIAM STEVEN LOPIZZO, MARLENE MANDEL, HANNAH MANNING, DANIELLE MARINESCU, CASSANDRA MARLOWE, CHRISTOPHER CHASE MARTIN, KATHLEEN CLAIRE MATTHEWS, MARY MCCLENDON, TABATHA FAITH MCCLURE, CHRISTINE MCCOY, RANDY H MCGLASHAN, ANNMARIE MCKEITHAN, GRAYSON ELLIS MEADOR, MEGAN MEJIA, OMAR MEMOLI, JAMES R MENKE, LISA A MIESZKOWSKI, STANLEY MILLER, AMBER MILLER, JESSICA MINTZ, DAVID MYERS, SCOTT NICHOLES, RALPH T NIXON, FRANCES OBRIEN III, WILLIAM OCAMPO, NELLY OCHS, PETER OLIVA, CHRISTOPHER A


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OLIVER, JAMES OMPERTAB, SANDY OROURKE, SHEA OSBORNE, CORY OTTO, CATHLEEN PACIONE, DEANNA PAMUK, SVEN PAOLANO, JENNIFER PARDUE, WILLIAM ERNEST PARKER, WANDA PAWLOWSKI, DENISE PHILLIPS, MAGGIE PIAZZA, JENNA PINKLETON, JEREMEY PIZARRO, YAHAIRA RATNASINGHAM, VATHANY REECE, MAGGIE REECE, TERESA B REILLY, NINA REILLY, THOMAS P RIECH, ALEXA RIZZARDI-DYER, KIM ROUSSEAU, BRUCE ROYALL, YUKIE RUIZ-KIEFER, NATALIA ANDREA SANDERS, CINDY SANDU, NAVJYOT SCAGLIONE, HEATHER MARIE SCHNEIDER, ALLISON B SCHWARTZ, CARMELA L SCULLY, MARK SEBASTIAN, BETTY JO SENSIBAUGH, MICHAEL SHAUGHNESSY, ERIC SHIFFRIN, SARA SHORES JR., MICHEAL SHORES, JULIA SHORES, MARY ETTA SHTADTLENDER, MICHAEL SIMMONS, KELTON RAYMOND SIMMONS, KELTON RAYMOND SINGH, IVOR SINGH, POONAM SLOAN, JULIE SMITH, CAROLINE SPEER, JAMES A


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SPICER, LINDA H SPICER, LINDA H SPINDLER, KRISTIE SPINELLI, ANTONELLA STERN, KATHLEEN STEVENS, KEITH STOCKS, CHANIN SLADE STRICKLAND, KATHERINE SWAIM, DUSTIN TEUTONICO, MATTHEW THAKAR, SHASHWAT THANGARAJAH, MIRIN J THOMAS, EDWARD ULLOA PADILLA, ANA S VARONA JACOBO, ANGEL VILLAFANE, CYNTHIA VITALE, ROSEANNA VORRIAS, PETER WAGONER, ARNOLD WAGONER, MEGAN WANG, CHAN WARD, CHRISTOPHER WATKINS, ANDREW WATTS, BRADFORD WEBSTER, JANET M WEEKES, KRYSTAL ANNYA WEINBERGER, KELLY WEINMAN, FRANCINE WEISSLER, BARI WEISSLER, MICHELE WIDNER, BONNEY WIGGLESWORTH, AHMAD J WINNICK, SYDNEY WOLF, MATTHEW WRIGHT, KARL

3. SECURED CREDITORS ASHFORD TEXTILES, LLC USA CIT COMMERCIAL SERVICES

4. UNSECURED CREDITORS / OTHER 261 FIFTH AVE TIC OWNER LLC 289C APPAREL LTD. A E S A&C PEST MANAGEMENT CORP AA MILLS


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ACE BAYOU CORP ADCOMM DIGITAL ADVANCE ELECTRIC CO INC. ADVERTISING SPECIALTY INSTIT AFA PROTECTIVE SYSTEMS INC. AFFINITY AFLAC AILSIN HOLDINGS LIMITED AIRFORCE PUBLIC AFFAIRS AGENCY AIRWAYS FREIGHT ALARMSOUTH ALFULL LUGGAGE CORPORATION ALZHEIMER'S ASSOCIATION AMERICAN KIDNEY FUND AMERIGAS ANHEUSER-BUSCH LLC ANHUI LIGHT INDUST INT'L CO. LTD APEX MARITIME CO. (LAX), INC. ASHFORD TEXTILES, LLC USA ASSOCIATED PRESS AT&T 5019 AT&T 5001 ATLANTIC A PROGRAM OF DE LAGE LANDEN ATLANTIC TOMORROWS OFFICE AVERY DENNISON B.W. WILSON PAPER COMPANY, INC. BAZAARVOICE INC. BENTON COUNTY TAX COLLECTOR BETHPAGE FEDERAL CREDIT UNION BIANCO AND COMPANY PLC BIRLASOFT COMPUTER CORPORATION BIRTHRIGHT ISRAEL FOUNDATION BLUE MOOSE WORLDWIDE LLC BONE MARROW & CANCER FOUNDATION BOTTOMLINE TECHNOLOGIES (DE) INC. BRAME SPECIALTY COMPANY, INC. BRIAN HARRIS BRUNSWICK COUNTY BRUNSWICK ELECTRIC MEMBER CORP BUG N-A-RUG BURLINGTON TECHNOLOGIES C&A TECHNOLOGY LLC CABLEVISION LIGHTPATH, INC. C-AIR CUSTOMHOUSE BROKERS-FORWARDERS INC. CANADA REVENUE AGENCY CANON SOLUTIONS AMERICA INC.


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CAPE FEAR CBIZ MHM, LLC CDW DIRECT CECIL BLACKBURN JR CENTA I.P. CENTURYLINK -87726578 CHANGSHU TEXTILES IMPORT & EXPORT CO LTD CHARLES BERMAN, RECEIVER OF TAXES CHARTER COMMUNICATIONS CHICAGO OFFSET CHUBB & SON CITY LOGISTICS & TRANSPORT, INC. CLEO COMMUNICATIONS COASTAL CHEMICAL & PAPER COFFEE DISTRIBUTING CORP. COLLARD & ROE P.C. COMFORT ZONE COMMERCE TECHNOLOGIES, INC. COMMISSIONER OF TAXATION AND FINANCE CONCEPT + DESIGN CONNECTED INTERNATIONAL COX COMMUNICATIONS CREATIVE DRIVE CSC CULLIGAN WATER CONDITIONING CURRENT STUDIOS INC. DAVID HARRISON LLC DELL BUSINESS CREDIT 5292 DELTA MATERIALS HANDLING INC. DERINGER DIRECTV DISNEY CONSUMER PRODUCTS, INC. DISTRIBUTION ALTERNATIVES DBA DSS DUKE ENERGY EAR TECHNOLOGIES, INC. EASY CARRY ENTERPRISES LTD EDIFECS ELK ELECTRIC MOTORS INC. ENDURE PRODUCTIVE ESTES EXPRESS LINES EVENTIVE MARKETING EXEMPLAR ASSOCIATES LLC EXETER OPERATING PARTNERSHIP IV, LP EXPRESS SERVICES, INC. FAIR LABOR ASSOCIATION FEDEX


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FEDEX -1740-4673-5 FEDEX 6420-2917-7 FEDEX FREIGHT FERMATA PARTNERS, LLC FILCO CARTING CORP. FINELINE TECHNOLOGIES FLEXPORT INTERNATIONAL LLC FRANKLIN RETAIL SOLUTIONS FTA -FOREIGN TRADE ASSOCIATION FUJIAN JIAXIN HOME ARTICLES CO. LTD GARMER IND INC. GBS GENSERVE INC GETTY IMAGES GFL ENVIRONMENTAL GLOBAL REGISTRATION SERVICES INC. GM FINANCIAL GOULD GOLDSTEIN LLP GRAND CANYON UNIVERSITY GRAND RICH INDUSTRIAL (HK) LIMITED GRUPO TEXTIL PROVIDENCIA SA DE CV GS 1 US, INC GXS H.G. GREENES GENERAL STORE H.O. ZIMMAN, INC. HABITAT FOR HUMANITY HACKENSACK UMC FOUNDATION HARLEY-DAVIDSON MOTOR CO. HASS OUTDOORS INC./ MASSY OAK BRAND CAMO HEALTH FITNESS CONCEPTS, RN, LLC HEIWEI USA LLC HIGHLINE BUILDING SERVICES LLC HNRY LOGISTICS, INC. HOMTEX INC. HORNE LABEL & PRINTING LLC HOW IT IS NOWADAYS HRG TRANSPORT INC. HUGHES NETWORK SYSTEMS LLC HUMBERTO MONTES IBM IMG COLLEGE LICENSING IMG MODELS LLC INDIANA UNIVERSITY INLAND PAPER CO INTERNATIONAL PAPER J&M EXECUTIVE LEASING


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J. PATTON SPORTS MARKETING, INC. JEWISH VOICE MINISTRIES INTERNATIONAL JOANNE E. MATTIACE JW PROPERTIES GROUP, LLC KAM INTERNATIONAL KERRY FREIGHT KING OF FREIGHT KOVACS SECURITY SYSTEMS, INC. KUNSHAN HEIWEI LIGHT INDUSTRIAL PRODUCT L2 BRANDS, LLC L2 BRANDS, LLC LABEL IT LABELMATCH LANDSTAR EXPRESS AMERICA LANDSTAR GLOBAL LOGISTICS LANDSTAR RANGER INC. LASER LOGICS, INC. LEGAL LABEL INC. LEUKEMIA & LYMPHONA SOCIETY LIANYUNGANG FEIYAN BLANKETS CO. LTD LIANYUNGANG YINGYOU LICHENG PLUSH CO LTD LONGWAY (DONGGUAN CITY) TRADING CO., LTD LOPEZ PALLETS INC. LOWE'S LUCAS FILMS LUCY GUERRERO M R LOGISTICS, LLC MACCARONE PLUMBING INC. MAIL FINANCE MARCH OF DIMES MARVEL MASSACHUSETTS DEPARTMENT OF UNEMPLOYMENT MEMORIAL SLOAN-KETTERING MEMPHIS LIGHT GAS AND WATER DIVISION MGA ENTERTAINMENT MIDCOM DATA TECHNOLOGIES INC. MIDDLEBURG YARN PROCESSING CO MLB PLAYERS ASSOCIATION MONTEREY MILLS MPM CONSULTING LLC MUSCARI FLOWERS AND EVENTS MW DIGITAL NATIONAL HOCKEY LEAGUE PLAYERS ASSOCIATION NATIONAL JEWISH HEALTH NATIONAL REGISTERED AGENTS, NATIONALGRID


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NATISS & GORDON, PC NEW YORK JETS, LLC NEWBURGH MOLDING TECHNOLOGY LLC NFL PROPERTIES LLC NHL - USA NHL ENTERPRISES CANADA LP NICKELODEON - VIACOM MEDIA NETWORK NINGBO VEKEN I/E. LTD NISSAN MOTOR ACCEPTANCE CORP. NORTHEASTERN AVIATION CORP. NYC DEPARTMENT OF FINANCE OLD WESTBURY PBA OPTO INTERNATIONAL INC. PEGASUS PARTNERS LLC PIEDMONT WATER CONDITIONING INC. PILLOW MASTER INC. PREMIER GROUP PRINCETON PROFIT ASSOCIATES PRO TOWELS PROBITY PRODUCTS PSEG LI QUADIENT FINANCE USA INC. QUADIENT LEASING USA INC. R+L CARRIERS RADIAL INC (VENDORNET) RADIANT GLOBAL LOGISTICS REFINE INTERNATIONAL HONG KONG LTD. RESIDENTIAL CARE SERVICES LLC RONALD BALL ROSENTHAL & ROSENTHAL HEIWEI USA LLC ROSLYN HIGHLANDS FIRE DEPT. SAGE QUICK TECHNOLOGIES INC. SALESMAN SAMPLES SANRIO, INC. SAPONA PLASTICS LLC SAVE THE CHILDREN SCALI RASMUSSEN SHANGHAI INT'L ENT HUMAN RESOURCES SHANGHAI REFINE TEXTILE CO., LTD SHAY AUERBACH LLC SIERRA CLUB SMC AVIATION, INC. SMURFIT KAPPA HOUSTON SOUTH DAKOTA STATE UNIVERSITY SOUTH SECOND STUDIO LLC SPECIAL OLYMPICS NEW YORK


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SPS COMMERCE INC. STAFFING SOLUTIONS STANDARD FIBER LLC STANLEY STEEMER CARPET CLEANER STAPLES BUSINESS ADVANTAGE STAPLES BUSINESS CREDIT STAR ASIA INTERNATIONAL STATE OF WASHINGTON SUSAN G KOMEN SUZHOU LIANDE IMPORT & EXPORT CO LIMITED SUZHOU MEGATEX IMPORT & EXPORT CO. LTD. SWIFT TRANSPORTATION TARGET SECURITY SYSTEMS TEXTILE - VENDORS THE BEANSTALK GROUP THE EMBLEM SOURCE LLC THE HUMANE SOCIETY OF THE UNITED STATES THE NATURE CONSERVANCY THE NIELSEN COMPANY LLC THE NORTHWEST COMPANY THE UNIV. OF IOWA LICENSING PR THE WEEKS LERMAN GROUP LLC TIFFANY & CO. TIME WARNER CABLE TNWC - SHANGHAI CHINA TOWN OF RONDA TOYOTA INDUSTRIES COMMERCIAL FINANCE INC. TREASURER STATE OF OHIO TRI LOGISTICS, INC. TRI TEXTILES U.S. SECURITY ASSOCIATES, INC. U.S. TREASURY OFFICE OF NAVAL RESEARCH UAT SOLUTIONS LLC UJA-FEDERATION OF NEW YORK UL VERIFICATION SERVICES INC. ULINE UNIFI MANUFACTURING INC. UNITED PARCEL SERVICE -TX UNITED STATES MARINE CORP UNIVERSAL STUDIOS LICENSING LLC UNIVERSITY OF MASSACHUSETTS UNIVERSITY OF MIAMI UPS - PA UPS 0000047RW6 UPS FREIGHT US LICENSING COMPANY


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USA PRINTWORKS ILLINOIS, INC. VANGUARD PACKAGING, INC. VESCO TOYOTALIFT VISIONNAIRE COMMUNICATIONS INC. WALLACE PRINTING WALT WHITMAN FENCE COMPANY WARNER BROS. CONSUMER PRODUCTS WASTE MANAGEMENT WEST POINT HOME LLC WEX BANK WILLETS MANAGEMENT SYSTEMS, INC. WINTERS BROS. HAULING OF LONG ISLAND LLC WMA, INC. WORKFORCE UNLIMITED WORLD PLAZA /ZHONG BAO MANSION CO. LTD XEROX CORPORATION XPO LOGISTICS FREIGHT INC. YES FASHION CO LTD YRC ZELLER-800 LASALLE AVENUE L.L.C.

5. CONTRACT COUNTER PARTY AT ONCE SALES SOFTWARE INC. DEPARTMENT OF THE ARMY, AN AGENCY OF THE UNITED STATES GOVERNMENT BY AND THROUGH THE U.S. ARMY LEGAL SERVICES AGENCY ON BEHALF OF THE U.S. ARMY TRADEMARK LICENSING PROGRAM FANATICS, INC. GIANTS STADIUM LLC HASBRO INTERNATIONAL, INC. HASBRO, INC. JETS STADIUM DEVELOPMENT, LLC FOR THE NEW YORK JETS NFL TEAM MAJOR LEAGUE BASEBALL PROPERTIES, INC MARTY H. SEGELBAUM, INC. DBA MHS LICENSING MARVEL BRANDS LLC MOOSE WORLDWIDE DIGITAL MRG VENTURES NATIONAL FOOTBALL LEAGUE PLAYERS INCORPORATED (FANATICS, INC. SUBLICENSE AGREEMENT) NBA PROPERTIES, INC. NEW MEADOWLANDS STADIUM COMPANY, LLC FOR THE NEW YORK GIANTS NFL TEAM NFL INTERNATIONAL LLC NHL ENTERPRISES, LP PEANUTS WORLDWIDE LLC POKEMON COMPANY INTERNATIONAL, INC. PRECIOUS MOMENTS, INC.


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SPIDER-MAN MERCHANDISING, L.P. THE DEPARTMENT OF THE NAVY THE OHIO STATE UNIVERSITY THE WORLD WRESTLING ENTERTAINMENT, INC. TRUSTEES OF INDIANA UNIVERSITY VIACOM MEDIA NETWORKS, A DIVISION OF VIACOM INTERNATIONAL INC. XPO LOGISTICS SUPPLY CHAIN, INC.

6. LITIGATION PARTIES ASHFORD TEXTILES, LLC USA CHINA EXPORT & CREDIT INSURANCE CORPORATION (SINOSURE) O/B/O SUZHOU LIANDE IMPORT AND EXPORT CRL ADVISORY INC. (f/k/a CHARGEBACK RECOVERY & LOGISTICS INC.) STANDARD FIBER, LLC USPA ACCESSORIES, LLC D/B/A CONCEPT ONE ACCESSORIES XIAMEN FLYONE INTERNATIONAL TRADING, LIMITED

7. UTILITIES ACC BUSINESS ALTICE BUSINESS AT&T AT&T (Georgia) AT&T (Illinois) ATMC BRUNSWICK ELECTRIC CAMPBELL PROPANE CENTURYLINK COX BUSINESS DUKE POWER JOHNSON CONTROLS SECURITY SOLUTIONS MEMPHIS LIGHT GAS & WATER NATIONAL GRID OPTIMUM PSEG ROSLYN WATER DISTRICT SPECTRUM BUSINESS

8. BANKS BRANCH BANKING AND TRUST COMPANY (BB&T) INDUSTRIAL AND COMMERCIAL BANK OF CHINA (ICBA) JPMORGAN CHASE BANK, N.A. WELLS FARGO

9. INSURERS / BENEFIT PROVIDERS ACE AMERICAN INSURANCE COMPANY AFLAC


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CHUBB COMMERCIAL INSURANCE FEDERAL INSURANCE COMPANY GEMINI INSURANCE COMPANY GREAT NORTHERN INSURANCE CO. HARTFORD FIRE INSURANCE JACKSON NATIONAL LIFE INSURANCE LINCOLN LIFE & ANNUITY MODERN WOODMAN MUTUAL OF OMAHA SHELTERPOINT LIFE UNITED HEALTH SERVICES UNITED HEALTHCARE – OXFORD

10. CASE PROFESSIONALS AMERICAN BUREAU OF COLLECTIONS BLACKBARN HOLDINGS, INC. CBIZ CLEAR THINKING GROUP COLLARD & ROE P.C. DAVID HARRISON LLC HAHN & HESSEN LLP JOANNE E. MATTIACE LAW OFFICES OF DANIEL N. GREENBAUM NATISS & GORDON, P.C. OMNI SOLUTIONS GROUP RIVKIN RADLER SCALI RASMUSSEN THE BATTERSBY LAW GROUP LLC LOWENSTEIN SANDLER LLP EMERALD CAPITAL ADVISORS MMG ADVISORS, INC.

11. GOVERNMENT ENTITIES INTERNAL REVENUE SERVICES NYS DEPARTMENT OF TAXATION AND FINANCE STATE ATTORNEY GENERAL – ARKANSAS STATE ATTORNEY GENERAL – MINNESOTA STATE ATTORNEY GENERAL – NEW YORK STATE ATTORNEY GENERAL – NORTH CAROLINA STATE ATTORNEY GENERAL – TENNESSEE

12. S.D.N.Y. REGION 2 STAFF ANDREA B. SCHWARTZ ALABA OGUNLEYE ANDY VELEZ-RIVERA BENJAMIN J. HIGGINS


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BRIAN S. MASUMOTO CHEUK M. NG DANNY A. CHOY ERCILIA A. MENDOZA GREG M. ZIPES ILUSION RODRIGUEZ LINDA A. RIFFKIN MADELEINE VESCOVACCI MARIA CATAPANO MARY V. MORONEY NADKARNI JOSEPH PAUL K. SCHWARTZBERG RICHARD C. MORRISSEY SERENE NAKANO SHANNON SCOTT SUSAN ARBEIT SUSAN ARBEIT SYLVETER SHARP VICTOR ABRIANO

13. S.D.N.Y BANKRUPTCY JUDGES

CECELIA G. MORRIS STUART M. BERNSTEIN SHELLEY C. CHAPMAN ROBERT D. DRAIN JAMES L. GARRITY JR. MARTIN GLENN ROBERT E. GROSSMAN SEAN H. LANE MARY KAY VYSKOCIL MICHEAL E. WILES

14. S.D.N.Y. JUDGES RONNIE ABRAMS DEBORAH A. BATTS RICHARD M. BERMAN VINCENT L. BRICETTI VERNON S. BRODERICK NAOMI REICE BUCHWALD VALERIE E. CAPRONI ANDREW L. CARTER JR. P. KEVIN CASTEL DENISE L. COTE PAUL A. CROTTY GEORGE B. DANIELS PAUL A. ENGELMAYER


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KATHERINE POLK FAILLA JESSE M. FURMAN PAUL G. GARDEPHE CHARLES S. HAIGHT PHILIP M. HALPERN ALVIN K. HELLERSTEIN LEWIS A. KAPLAN KENNETH M. KARAS JOHN F. KEENAN JOHN G. KOELTL LEWIS J. LIMAN VICTOR MARRERO COLLEEN MCMAHON ALISON J. NATHAN J. PAUL OETKEN WILLIAM H. PAULEY III LORETTA A. PRESKA JED S. RAKOFF EDGARDO RAMOS NELSON S. ROMAN LORNA G. SCHOFIELD CATHY SEIBEL LOUIS L. STANTON SIDNEY H. STEIN RICHARD J. SULLIVAN LAURA TAYLOR SWAIN ANALISA TORRES MARY KAY VYSKOCIL KIMBA M. WOOD GREGORY H. WOODS


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20-10990-mew Doc 204 Filed 07/21/20 Entered 07/21/20 12:19 ... · Roslyn, New York 11576. 20-10990-mew Doc 204 Filed 07/21/20 Entered 07/21/20 12:19:01 Main Document Pg 3 of 46. 2