Ashley Stewart Retention App

CURTIS, MALLET-PREVOST,
COLT & MOSLE LLP

101 Park Avenue
New York, NY 10178-0061
Telephone: (212) 696-6000
Facsimile: (212) 697-1559
Steven J . Reisman
Cindi M. Giglio
Bryan M. Kotliar

Proposed Counsel to the Debtors
and Debtors-in-Possession

COLE, SCHOTZ, MEISEL,
FORMAN & LEONARD P.A.
Court Plaza North
25 Main Street
Hackensack, NJ 07601
Telephone: (201) 489-3000
Facsimile: (201) 489-1536
Michael D. Sirota
Ilana Volkov

Proposed Co-Counsel to the Debtors
UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF NEW JERSEY

In re: Chapter 11

ASHLEY STEWART HOLDINGS, INC., et al.,
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Case No. 14-14383

Debtors. (J oint Administration Requested)

APPLICATION BY THE DEBTORS FOR ENTRY OF AN ORDER AUTHORIZING
THE EMPLOYMENT AND RETENTION OF PRICEWATERHOUSECOOPERS LLP
AS FINANCIAL ADVISOR AND INVESTMENT BANKER TO THE DEBTORS
NUNC PRO TUNC TO THE PETITION DATE

1
The Debtors in these cases, along with the last four digits of each Debtors federal tax identification number, are:
Ashley Stewart Holdings, Inc. (6790); New Ashley Stewart, Inc. (6655); AS IP Holdings, Inc. (6890); and NAS
Gift LLC (5413). The Debtors corporate offices are located at 100 Metro Way, Secaucus, NJ 07094.
Case 14-14383-MBK Doc 14 Filed 03/10/14 Entered 03/10/14 05:00:34 Desc Main
Document Page 1 of 12

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The above-captioned debtors and debtors-in-possession (collectively, the
Debtors or Ashley Stewart) file this application (the Application) for entry of an order
authorizing the Debtors to employ and retain PricewaterhouseCoopers LLP (PwC) as its
financial advisor and investment banker, nunc pro tunc, to the Petition Date (as defined below).
In support of this Application, the Debtors rely on Declaration of Michael A. Abate in Support of
First Day Pleadings (the Abate Declaration) and the Declaration of Perry M. Mandarino (the
Mandarino Declaration) filed contemporaneously with this Application and respectfully state
as follows:
Jurisdiction
1. The Court has jurisdiction over this Motion under 28 U.S.C. 157 and
1334 and the Standing Order of Reference to the Bankruptcy Court Under Title 11 dated as of
September 18, 2012. This matter is a core proceeding within the meaning of 28 U.S.C.
157(b)(2). Venue of this proceeding and this Motion is proper under 28 U.S.C. 1408 and
1409.
Background
2. On the date hereof (the Petition Date), each of the Debtors filed a
voluntary petition for relief under chapter 11 of title 11 of the United States Code, as amended
(the Bankruptcy Code) (collectively, the Chapter 11 Cases) in the United States Bankruptcy
Court for the District of New J ersey (the Court).
3. The Debtors are operating their businesses and managing their properties
as debtors-in-possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. As of
the filing of this Motion, no trustee, examiner or creditors committee has been requested or
appointed in these Chapter 11 Cases.

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4. Additional background facts surrounding the commencement of these
Chapter 11 Cases are more fully described in the Abate Declaration, which are incorporated
herein by reference.
Relief Requested
5. By this Application, the Debtors seek authority to employ and retain PwC
pursuant to sections 327(a) and 328 of the Bankruptcy Code, Rule 2014(a) of the Federal Rules
of Bankruptcy Procedure (the Bankruptcy Rules) and Rule 2014-1 of the Local Rules of
Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of
Delaware (the Local Rules).
Basis for Relief Requested
A. PwCs Qualifications
6. The Debtors have complex operations located throughout the United
States. Accordingly, the Debtors require the services of an experienced financial advisor and
investment banker to assist them in rehabilitating the business, the sale of assets and developing,
negotiating and confirming plans of reorganization.
7. The Debtors selected PwC to serve as their financial advisor based on
PwCs excellent reputation and their wealth of experience in providing financial advisory
services in restructurings and reorganizations. For example, PwC has considerable experience in
large chapter 11 cases, and has been employed as estate-compensated professional in various
capacities in numerous chapter 11 cases within various districts. See, e.g., In re Dots, LLC,
No. 14-11016 (DHS) (Bankr. D.N.J . Feb. 20, 2014); In re Big M, Inc., No. 13-10233 (DHS)
(Bankr. Feb. 11, 2013); In re Pemco World Air Servs., Inc., No. 12-10799 (MFW); In re Saab
Cars N. Am., Inc., No. 12-10344 (CSS); In re Buffets Restaurants Holdings, Inc., No. 12-10237
(MFW); In re Trident Microsystems, Inc., No. 12-10069 (CSS); In re Coach Am. Grp. Holdings

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Corp., No. 12-10010 (KG); In re Filenes Basement, LLC, No. 11-13511 (KJ C); In re
J ER/J ameson Mezz Borrower I LLC, No. 11-13392 (MFW); In re Chef Solutions Holdings,
LLC, No. 11-13139 (KG); In re Graceway Pharmaceuticals, LLC, No. 11-13036 (PJ W); In re
Nassau Broadcasting Partners, L.P., No. 11-12934 (KG); In re NewPage Corp., No. 11-12804
(KG); In re Townsends, Inc., No. 10-14092 (CSS); In re Local Insight Media Holdings, Inc.,
No. 10-13677 (KG); In re Urban Brands, Inc., No. 10-13005 (KJ C); In re Trico Marine Servs.,
Inc., No 10-12653 (BLS); In re OTC Holdings Corp., No. 10-12636 (BLS); In re Orleans
Homebuilders, Inc., No. 10-10684 (PJ W); In re Building Materials Holding Corp., No. 09-12074
(KJ C); In re Visteon Corp., No.09-11786 (CSS); In re HUB Holding Corp., No. 09-11770
(PJ W); In re AbitibiBowater Inc., No. 09-11296 (KJ C); In re Foamex Intl Inc., No. 09-10560
(KJ C); In re Aleris Intl, Inc., No. 09-10478 (BLS); In re Muzak Holdings LLC, No. 09-10422
(KJ C); In re Smurfit-Stone Container Corp., No. 09-10235 (BLS); In re Constar Intl Inc.,
No. 08-13432 (PJ W); In re Tribune Co., No. 08-13141 (KJ C); In re Washington Mutual, Inc.,
No. 08-12229 (MFW); In re Cadence Innovation, LLC, No. 08-11973 (KG); In re Midland Food
Servs., LLC, No. 08-11802 (PJ W); In re Am. Home Mortg. Holdings, Inc., No. 07-11047 (CSS);
In re Appleseeds Intermediate Holdings LLC, No. 11-10160 (KG); In re Autobacs Strauss, Inc.,
No. 09-10358 (CSS); In re Buffets Holdings, Inc., No. 08-10141 (MFW).
8. Accordingly, and as more fully set forth in the Mandarino Declaration, the
Debtors believe that PwC is well qualified and able to represent them in these Chapter 11 Cases.
B. Scope of Services
9. PwC has agreed to provide assistance to the Debtors in accordance with
the terms and conditions set forth in the Mandarino Declaration and in the terms and conditions
of the agreement between the Debtors and PwC dated March 9, 2014 (the Engagement
Agreement), a copy of which is attached as Exhibit 3 to the Mandarino Declaration.

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10. All of the services that PwC will provide to the Debtors will be: (i) at the
request of the Debtors, and (ii) appropriately directed by the Debtors so as to avoid duplicative
efforts among the professionals retained in the case. It is presently anticipated that PwC will
provide the following services, among others:
1

a. Assist with financial reporting required by the United States
Trustee (the U.S. Trustee) and the Bankruptcy Code;
b. Participate and testify in any bankruptcy court proceeding on the
Debtors behalf in connection with any transaction or restructuring
of indebtedness;
c. Assist with a sale of the Debtors assets under section 363 of the
Bankruptcy Code, and as appropriate, coordinate with the Debtors
other financial and legal advisors;
d. Review and analysis of cash flow forecasts, financial projections
and business restructuring alternatives, including related analyses
and schedules;
e. Identify and implement liquidity management initiatives;
f. Advise the Debtors in connection with its negotiations with:
(1) Lenders regarding any potential amendment and/or
modification of the terms and conditions of the existing
credit agreement, and any potential refinancing of the
existing facility
(2) Key vendors and factors regarding pre- and post-petition
balances, payments and shipments; and
(3) Other key stakeholders in connection with any
contemplated Transaction(s) (as that term is defined in the
Engagement Agreement) or restructuring of indebtedness;
g. Participate in meetings with the Debtors stakeholders, official
constituencies and other interested parties, as necessary;
h. Advise and assist in developing a teaser and management
presentation describing the Debtors and the opportunities that the
Debtors may provide to prospective acquirers;

1
The Application includes a summary of the terms of PwCs engagement. The Engagement Agreement, however,
shall control the terms of the engagement in all respects.

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i. Assist with the development of materials to market the Debtors
assets, including a potential buyers list and documents for the data
room;
j. Assist with the development of a potential strategic and financial
buyers list;
k. Assist with preparation for and coordination of due diligence visits
by potential buyers;
l. Assist the Debtors in its evaluation of indications of interest and
the negotiation of appropriate documentation;
m. Advise in connection with any proposed asset sale or restructuring
of existing indebtedness;
n. Advise and assist the Debtors with accumulation of data and
preparation of various schedules, account analyses, and
reconciliations, as necessary; and
o. Render any other restructuring advisory services, as requested by
the Debtors or counsel.
11. The Debtors believe that the employment of PwC is in the best interests of
the Debtors and their creditors.
12. PwC has agreed not to share with any person the compensation to be paid
for services rendered in connection with these cases.
C. Professional Compensation
13. The current fee structure for PwCs compensation is set forth in the
Engagement Agreement. Prior to the Petition Date, the Debtors paid PwC $100,000 upon
execution of the Engagement Agreement. The Debtors have agreed to pay PwC a monthly
advisory fee of $100,000 per month payable on the first day of each month beginning April 1,
2014 (collectively, the Advisory Fees).
2
In addition, PwC was paid $25,000 for J anuary and
$125,000 for February, pursuant to the terms of a prior agreement.

2
The summary provided herein is for illustrative purposes only and is subject to the Engagement Agreement in all
respects. In the event of any inconsistency between the compensation structure as set forth herein and the
Engagement Agreement, the terms of the Engagement Agreement will control.

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14. The Debtors have also agreed (with the consent of their lenders under the
debtor-in-possession financing facility) to pay PwC a cash fee (the Additional Fee) from the
proceeds of a Transaction upon consummation of the closing of a Transaction (as such term is
defined in the Engagement Agreement) equal to two (2%) percent of the first $20 million of
Aggregate Consideration (as such term is defined in the Engagement Agreement) and 4%
thereafter, with certain exceptions that are triggered if any of the Debtors stores are
closed/liquidated as more fully described in the Engagement Agreement. If the Additional Fee is
earned by PwC, 10% of the Advisory Fees will be credited against the Additional Fee, but shall
not be refundable. If PwCs services are required for a period after the closing of such
transaction, then PwC shall be compensated on an hourly basis according to the rates set forth in
the Engagement Agreement and described below.
15. In the event that PwCs fees will be based on hourly rates, individual
hourly rates vary according to the experience and skill required. The fees for PwCs services
will be based on the agreed upon hourly rates, which will be revised from time to time. Adjusted
rates will be reflected in billings:
Personnel Hourly Billing Rate
Partner/Principal $700-800
Director/Senior Manager $500-600
Manager $400-500
Senior Associate $300-400
Associate $200-300
Para-professional $100-150
16. In addition to compensation for professional services rendered by PwC,
PwC will seek reimbursement for all out-of-pocket expenses reasonably incurred by PwC in the
performance of its obligations under the Engagement Agreement. Such expenses will include,
for example, travel, meals and lodging and delivery services.

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17. PwC understands that any compensation and expenses paid to it must be
approved by this Court upon application consistent with the Bankruptcy Code, the Bankruptcy
Rules, and any orders entered by the Court. The Debtors were advised that it is not the practice
of PwCs professionals to keep detailed time records in one-tenth-of-an-hour increments (i.e., six
minute increments) as customarily kept by attorneys who are compensated by the Court. Instead,
as more fully described in the Mandarino Declaration, the customary practice of PwCs
professionals is to keep reasonably detailed records of services rendered during the course of an
engagement in half-hour (0.5) increments.
18. The Debtors acknowledge and agree that the hours worked, the results
achieved and the ultimate benefits to the Debtors of the work performed in connection with this
engagement may be variable and that the Debtors and PwC have taken this into account in
setting the fees hereunder. No fee payable to any other person or entity by the Debtors or any
other party shall affect any fee payable to PwC hereunder.
19. The Debtors request that the approval of PwCs retention be approved
nunc pro tunc to the Petition Date because there was an immediate need for PwC to start
performing services for the Debtors. The Debtors submit that the immediacy of this need
warrants nunc pro tunc approval.
D. PwCs Disinterestedness
20. To the best of the Debtors knowledge, information and belief, PwC is not
related to or connected with and neither holds nor represents any interest adverse to the Debtors,
their respective estates, their creditors or any other party-in-interest herein or their respective
attorneys or the U.S. Trustee or anyone employed in the Office of the U.S. Trustee in the matters
for which PwC is proposed to be retained, except that PwC is connected with the Debtors by
virtue of this engagement and PwC may represent or have represented certain of the Debtors

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creditors or other parties-in-interest herein, or interests adverse to such creditors or other parties-
in-interest in matters unrelated to these Chapter 11 Cases. Consequently, PwC is a disinterested
person, as that term is defined the section 101(14) of the Bankruptcy Code. The Mandarino
Declaration, executed on behalf of PwC in accordance with section 327(a) of the Bankruptcy
Code and Bankruptcy Rule 2014, is appended hereto and incorporated by reference. The
Debtors knowledge, information and belief regarding the matters set forth in this paragraph are
based, and made in reliance, upon the Mandarino Declaration. PwC informed the Debtors that it
has undertaken a detailed search of available information, as set forth below, to determine and to
disclose whether it is performing or has performed services for any significant creditors, equity
holders or insiders in such unrelated matters.
21. As such, PwC is a disinterested person as that term is defined in section
101(14) of the Bankruptcy Code, as modified by section 1107(b) of the Bankruptcy Code, in that
PwC and its employees:
a. are not creditors, equity security holders or insiders of the Debtors;
b. are not and were not, within two years before the date of the filing
of the Debtors chapter 11 petition, directors, officers, or employees
of the Debtors; and
c. do not have an interest materially adverse to the interest 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.
22. In addition, based upon the results of the relationship search described
above, PwC neither holds nor represents an interest adverse to the Debtors within the meaning of
section 327(a) of the Bankruptcy Code.
23. PwC has indicated that it will promptly update the Mandarino Declaration,
disclosing any material developments regarding the Debtors or any other pertinent relationships

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that require disclosure if and when any such developments or relationships come to PwC s
attention.
E. Indemnification Provisions
24. The Debtors have also agreed to indemnify and hold PwC harmless
against all third party claims, losses, liabilities and damages arising from or relating to the
Services or Deliverables (as such terms are defined in the Engagement Agreement) except to the
extent finally determined to have resulted from PwCs gross negligence or intentional
misconduct. The indemnification provision was negotiated between the Debtors and PwC at
arms-length and is typical of those contained in engagement agreements of other accounting
firms providing financial advisory services retained in this district. Notwithstanding, PwCs
liability will only be limited to the extent permitted by In re United Artists Theatre Co., 315 F.3d
217, 234 (3d Cir. 2003).
Waiver of Memorandum of Law
25. Because the legal points and authorities upon which this Application relies
are incorporated herein and do not raise any novel issues of law, the Debtors respectfully request
that the requirement of the service and filing of a separate memorandum of law pursuant to Local
Rule 9013-2 be deemed waived.
Notice
26. The Debtors shall provide notice of this Application by facsimile and/or
overnight mail to: (i) the Debtors thirty (30) largest unsecured creditors on a consolidated basis
as identified in their chapter 11 petitions; (ii) counsel to the Debtors prepetition senior lenders
and DIP lenders; (iii) counsel to the Debtors prepetition subordinated lenders; (iv) the Office of
the United States Trustee for the District of New J ersey; (v) the Internal Revenue Service; and

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(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.
No Prior Request
27. No prior Application for the relief requested herein has been made to this
or any other court.

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COLT & MOSLE LLP
101 Park Avenue
New York, NY 10178-0061
Telephone: (212) 696-6000
Facsimile: (212) 697-1559
Steven J . Reisman
Cindi M. Giglio
Bryan M. Kotliar


Court Plaza North
25 Main Street
Telephone: (201) 489-3000
Facsimile: (201) 489-1536
Michael D. Sirota
Ilana Volkov

FOR THE DISTRICT OF NEW JERSEY

In re: Chapter 11

1
Case No. 14-14383

Debtors. (J oint Administration Requested)

DECLARATION OF PERRY M. MANDARINO IN SUPPORT OF THE APPLICATION
BY THE DEBTORS FOR ENTRY OF AN ORDER AUTHORIZING THE
RETENTION AND EMPLOYMENT OF PRICEWATERHOUSECOOPERS LLP
AS FINANCIAL ADVISOR AND INVESTMENT BANKER TO THE DEBTORS NUNC
PRO TUNC TO THE PETITION DATE

1
Case 14-14383-MBK Doc 14-1 Filed 03/10/14 Entered 03/10/14 05:00:34 Desc
Declaration of Perry M. Mandarino in Support of Application Page 1 of 63

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Pursuant to Rule 2014(a) of the Bankruptcy Rules and Rule 2014(a) of the Local
Rules, I, Perry M. Mandarino, being duly sworn, state the following under penalty of perjury:
1. I am a Partner with PricewaterhouseCoopers LLP (PwC), a financial
advisory and accounting firm with numerous offices throughout the country. I submit this
declaration (the Declaration) on behalf of PwC in support of the Debtors Application for an
Order Authorizing the Retention and Employment of PricewaterhouseCoopers LLP as Financial
Advisor and Investment Banker to the Debtors Nunc Pro Tunc to the Petition Date (the
Application)
1
for an order authorizing the employment and retention of PwC as financial
advisor and investment banker to the Debtors under the terms and conditions set forth in the
Application and the Engagement Agreement. Except as otherwise noted, I have personal
knowledge of the matters set forth herein and if called as a witness, would testify competently
thereto.
2

2. I received a Bachelor of Science in Accounting from Seton Hall
University in 1987. I am the Leader of the Business Recovery Services Practice at PwC. I have
held this position since February 2009. Prior to that time, I was Senior Managing Director at
Traxi LLC beginning in April 2002. Prior to April 2002, I was a partner at Arthur Andersen
LLP.
3. I have personal knowledge of the matters set forth herein and, if called as
a witness, would testify competently thereto.

1
Capitalized terms used herein but not otherwise defined have the meanings ascribed to them in the Application.
2
Certain of the disclosures herein relate to matters within the knowledge of other professionals at PwC and are
based on information provided by them.

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PwCs Professional Compensation
4. PwC intends to apply for compensation for professional services rendered
in connection with these Chapter 11 Cases, subject to the Courts approval and in compliance
with the applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules,
and any administrative orders entered by the Court, and consistent with the proposed
compensation set forth in the Engagement Agreement (the Fee Structure), provided that the
Fee Structure shall be subject to review pursuant to the standard set forth in section 328 of the
Bankruptcy Code and not section 330 of the Bankruptcy Code.
5. PwC has advised the Debtors that it is not the practice of PwCs
professionals to keep detailed time records in one-tenth-of-an-hour increments (i.e., six minute
increments) as customarily kept by attorneys who are compensated subject to approval of the
Court. Instead, the customary practice of PwCs professionals is to keep reasonably detailed
records of services rendered during the course of an engagement in half-hour (0.5) increments.
PwC requests that the Court allow PwCs professionals to provide the following in its interim
and final fee applications: (a) a narrative summarizing each project category and the services
rendered under each project category; (b) an exhibit to each interim and final fee application that
PwC files in these Chapter 11 Cases, a summary, by project category, of services rendered to the
Debtors, which identifies each professional rendering services, the number of hours expended by
each professional; and (c) reasonably detailed records of time in half-hour (0.5) increments,
describing the services rendered by each professional and the amount of time spent on each date.
PwC believes that given the nature of the services to be provided by PwC, such billing format
and associated time details will be sufficient for the Debtors and other parties in interest to make
informed judgments regarding the nature and appropriateness of PwCs services and fees.

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6. In summary, pursuant to the Fee Structure, the Debtors paid PwC
$100,000 prior to the Petition Date as a monthly fee for the month of March 2014. The Fee
Structure provides that the Debtors will pay PwC a fee of $100,000 per month on the first of
each month thereafter, beginning on April 1, 2014 (collectively, the Advisory Fees).
7. PwC will also seek from the Debtors payment of a cash fee (the
Additional Fee) from the proceeds of a Transaction upon consummation of the closing of a
Transaction (as such term is defined in the Engagement Agreement) equal to 2% of the first $20
million Aggregate Consideration (as such term is defined in the Engagement Agreement) and 4%
thereafter, with certain exceptions that are triggered if any of the Debtors stores are
closed/liquidated as more fully described in the Engagement Agreement. If the Additional Fee is
earned by PwC, 10% of the Advisory Fees will be credited against the Additional Fee, but shall
not be refundable. If PwCs services are required for a period after the closing of such
transaction, then PwC shall be compensated on an hourly basis according to the rates set forth in
the Engagement Agreement and described below.
8. In the event that PwCs fees will be based on hourly rates, individual
hourly rates vary according to the experience and skill required. The fees for the services will be
based on the following agreed upon hourly rates, which will be revised from time to time.
Adjusted rates will be reflected in billings:
Personnel Hourly Billing Rate
Partner/Principal $700-800
Director/Senior Manager $500-600
Manager $400-500
Senior Associate $300-400
Associate $200-300
Para-professional $100-150

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9. Prior to the Petition Date, the Debtors paid PwC $252,500 representing
$250,000 in advisory fees and $2,500 in out-of-pocket expenses. The entire payment has been
fully applied against actual charges incurred to date.
10. In addition to compensation for professional services rendered by PwC,
PwC will seek reimbursement for all out-of-pocket expenses reasonably incurred by PwC in the
performance of its obligations under the Engagement Agreement. Such expenses shall include,
for example, travel, meals and lodging and delivery services.
11. I respectfully submit that this Fee Structure is consistent with PwCs
normal and customary billing practices for comparably sized and complex cases, both in and out-
of-court involving the services to be provided in these Chapter 11 Cases. The compensation
arrangement provided for in the Engagement Agreement and generally described above is also
consistent with and typical of arrangements entered into by other financial advisory firms of
comparable standing in connection with rendering similar services to similarly-situated clients.
PwC and the Debtors believe that the foregoing compensation arrangement is both reasonable
and market-based.
12. To induce PwC to do business with the Debtors, the compensation
structure described above was established to reflect the difficulty of the assignment PwC expects
to undertake and the potential for an unfavorable outcome as a result of factors outside of PwCs
control. The Debtors believe that PwCs strategic and financial expertise as well as its capital
markets knowledge, financing skills, restructuring capabilities, and mergers and acquisitions
expertise, some or all of which may be required by the Debtors during the term of PwCs
engagement hereunder, were important factors in determining the Fee Structure. In evaluating
the ultimate benefit to the creditors and customers of the Debtors, the Debtors believe that PwCs

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services described hereunder cannot be measured by reference to the number of hours to be
expended by PwCs professionals in the performance of such services.
13. The Debtors and PwC have agreed upon the Fee Structure in anticipation
that a substantial commitment of professional time and effort will be required of PwC and its
professionals hereunder and in light of the fact that: (a) such commitment may foreclose other
opportunities for PwC; and (b) the actual time and commitment required of PwC and its
professionals to perform its services hereunder may vary substantially on a weekly or monthly
basis, creating peak load issues for PwC.
14. In light of the foregoing and given the numerous issues that PwC may be
required to address in the performance of its services hereunder, PwCs commitment to the
variable level of time and effort necessary to address all such issues as they arise and the market
prices for PwCs services for engagements of this nature, the Debtors believe that the Fee
Structure is fair, reasonable, and market-based under the standard set forth in section 328(a) of
the Bankruptcy Code.
15. As more fully set forth in the Engagement Agreement, as part of the
overall compensation payable to PwC under the terms of the Engagement Agreement, the
Debtors have agreed among other things, to indemnify and hold harmless PwC and its personnel
in connection with PwCs representation of the Debtors, subject to certain exceptions in the case
of bad faith, willful misconduct, or gross negligence by an Indemnified Person (as that term is
defined in the Engagement Agreement).
16. The indemnification provisions contained in the PwC Agreement were
negotiated between the Debtors and PwC at arms-length and are typical of those contained in

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engagement agreements of other accounting firms providing financial advisory services retained
in this District.
17. To the best of my knowledge, (a) no commitments have been made or
received by PwC with respect to compensation or payment in connection with these cases other
than in accordance with applicable provisions of the Bankruptcy Code and the Bankruptcy Rules,
and (b) PwC has no agreement with any other entity to share with such entity any compensation
received by PwC in connection with these Chapter 11 Cases. The proposed engagement of PwC
is not prohibited by Bankruptcy Rule 5002.
Disinterestedness
18. To the best of my knowledge, PwC does not hold an interest adverse to the
Debtors estates and is a disinterested person, as that term is defined in section 101(14) of the
Bankruptcy Code.
19. Insofar as I have been able to ascertain through diligent inquiry, PwC has
no connection with the Debtors, their creditors, any other party in interest, their current
respective attorneys or professionals, the United States Trustee or any person employed in the
office of the United States Trustee, and does not represent any entity having an adverse interest
to the Debtors in connection with the Debtors Chapter 11 Cases, except as set forth below.
However, PwC has in the past worked with, continues to work with and has mutual clients with
certain law firms and other professionals who may represent parties-in-interest in these Chapter
11 Cases.
20. Because of the size and diversity of PwCs practice, PwC may have in the
past performed professional services for, and may in the future provide services for, entities that
are claimants or interest holders of the Debtors in matters wholly unrelated to the Debtors

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pending Chapter 11 Cases. A summary of the relationships that PwC was able to identify using
its reasonable efforts is set forth on Exhibit 2 to this Declaration. Our assistance to these entities
has been primarily related to auditing, tax and/ or other consulting and advisory services. PwCs
representation of these entities (or its apparent affiliate, as the case may be), however, was or is
only on matters that are unrelated to the Debtors and these Chapter 11 Cases.
21. To the best of my knowledge and following a conflict search of my firms
records, neither I, nor any professional at PwC has performed services or is associated with any
creditors in these cases or any party in interest. PwC has conducted a conflict check against the
entities identified on the Interested Parties List attached hereto as Exhibit 1.
22. PwCs personnel may have business associations with certain creditors
and professionals of the Debtors unrelated to these Chapter 11 Cases. Specifically, PwC has
engaged Curtis, Mallet-Prevost, Colt & Mosle LLP (Curtis) on matters unrelated to the
Debtors in the past and has been involved with Curtis in matters unrelated to the Debtors.
Further, PwC's Director, Adam Rosen, assists me in the PwC engagement team for the proposed
financial advisory services. Mr. Rosen is the son of Kenneth A. Rosen, a partner at Lowenstein
Sandler, P.C., counsel to the Prepetition Secured Creditors. PwC is the financial advisor to
another debtor (In re Dots, LLC, No. 14-11016 (DHS) (Bankr. D.N.J .)) whereby Salus Credit
Partners, LLC (Salus) is the debtor-in-possession lender. PwC has also worked for other
Debtors in the past whereby Salus was the lender.
23. PwC was the financial advisor to Urban Brands, Inc. Chapter 11
proceeding in 2010 when the assets were sold to GB Merchant Partners LLC, the private equity
arm of Gordon Brothers Group LLC. PwC is the current independent auditor of Gordon
Brothers Group LLC. Additionally, PwC is currently performing services for another retail

17477210
-8-
company where Gordon Brothers or an affiliate of Gordon Brothers is purchasing some assets in
a matter wholly unrelated to these Chapter 11 Cases.
24. Despite the efforts described above to identify and disclose PwCs
connections with the Debtors and the parties listed on Exhibit 2, because the Debtors have
numerous creditors and other relationships, PwC is unable to state with certainty that every client
representation or other connection has been disclosed. If PwC discovers additional information
that requires disclosure, PwC will supplement these disclosures in the future as appropriate.
25. To the best of my knowledge, PwC has not been retained to assist any
entity or person other than the Debtors on matters relating to or in connection with these Chapter
11 Cases. If this Court approves the proposed employment of PwC to provide financial advisory
and investment banking services to the Debtors, PwC will not accept any engagement or perform
any services in these Chapter 11 Cases for any entity or person other than the Debtors. PwC may,
however, continue to provide professional services to, and engage in commercial or professional
relationships with, entities or persons that may be creditors of the Debtors or parties-in-interest in
these Chapter 11 Cases; provided, however, that such services do not and will not relate to, or
have any direct connection with, these Chapter 11 Cases.
26. PwC has had, may currently have, and may in the future have commercial
or professional relationships directly or indirectly with customers, competitors, and creditors of
the Debtors. As described above, however, PwC has undertaken a detailed search to determine,
and to disclose, whether it is performing or has performed services for the thirty (30) largest
unsecured creditors, equity security holders, or insiders in matters related to these Chapter 11
Cases.

17477210
-9-
Pursuant to 28 U.S.C. 1746, I declare under penalty of perjury that the foregoing
is true and correct.
Dated: March 10, 2014
New York, NY

/s/ Perry M. Mandarino
Perry M. Mandarino


17477210
EXHIBIT 1
Interested Parties List

17477210
Interested Parties List
Debtors
AS IP Holdings, Inc.
Ashley Stewart Holdings, Inc.
NAS Gift, LLC
New Ashley Stewart, Inc.

Debtors Affiliated Entities/Former Entities
AS Gift Company, Inc.

Officers
Abate, Michael A.
Rhee, J ames

Former Officers
Clancy, M. Cecilia
Feldman, Stephen
LaForgia, Cosmo
Weil, Laura

Directors
Brown, A. David
Kahn, Matthew
Miller, Alan B.
Suval, Helaine

Former Directors
Clancy, M. Cecilia
Dworkin, J amie
Kehler, Dean
Rhee, J ames
Strasser, Scott

Current and Former Equity Security Holders
1903 Equity Fund, L.P.
1903 Co-Investor, L.P.
Abate, Michael
Brown, A. David
CIBC Employee Private Equity Fund Trimaran Partners
CIBC Capital Corporation
Chan, J ohn
Clancy, M. Cecilia
Gaskins, Kristen T.
Giantomenico, J ames
LaForgia, Cosmo

17477210
-2-
Trimaran Capital, L.L.C.
Trimaran Fund II, LLC
Trimaran Fund Management L.L.C.
Trimaran Parallel Fund II, L.P.

Current and Former Lenders and Noteholders
Abate, Michael
Brown, A. David
Chan, J ohn
Clancy, M. Cecilia
Gaskins, Kristen T.
LaForgia, Cosmo
Salus Capital Partners, LLC
TD Bank, N.A.
Trimaran Fund Management, L.L.C.

Current and Former Restructuring Professionals and Investment Bankers
BDO USA, LLP
BMC Group, Inc.
Cole, Schotz, Meisel, Forman & Leonard P.A.
Curtis, Mallet-Prevost, Colt & Mosle LLP
Duff & Phelps Securities, LLC
PricewaterhouseCoopers LLP
Prime Clerk LLC

Counsel for Prepetition Secured Creditors
360 Merchant Solutions LLP
Choate, Hall & Stewart LLP
Dentons
Lowenstein Sandler LLP
Otterbourg, Steindler, Houston & Rosen, P.C.

Creditors
0508 Charles Mall Co.LP
10 Fairway, LLC
11010 7th Ave Investments,LLC
216-220 West 125th St LLC
360 Stratford Heights Assoc LL

17477210
-3-
4671 River Oaks Center
4828 Livingston Mall
4831 Northlake Mall
8735 Highland Lakes Center
9445 Richmond Town Square Mall
A.B.N Inc
Abate, Michael
Absolute Angel Inc
Absolute Packaging & Supply
Absolute Shredding LLC
Accent Accessories LLC
ACKLINIS YONKERS REALTY, LLC
Adorn Fashions, Inc
ADP Inc
ADT Security Systems, Inc
Advanced Direct, Inc
Airtron Technolgy, Inc
Albany Mall LLC.
Alex's Dairy, Inc
American Attitudes
American vending & coffee
AMICI Inc
Amiee lynn inc.
Amy Mintz
APC Postal LogisticS, LLC
APL Logistics (ACS)
Arbor Place II, LLC
Associated Fire Protection
At Last Sportswear, INC
AT&T
Atlantic City Associates LLC
Baltimore County Maryland
Baltimore Director of Finance
Bank of America Merchant Servi
Bawabeh Brothers
Bay Plaza Community Center LLC
BDO USA, LLP
Bellissima Accessories LTD
Belmont Shopping Center
Beltway Plaza Merchant's Assoc
Bernstein Management Corp
Bialow Real Estate, LLC
Blue Cast Denim Co.Inc.
Blue Dot Safes
BMGM Company
BMHC Downtown Devep Assoc.

17477210
-4-
Bollinger Insurance Solutions
Boom-Boom J eans
Bossong Hosiery
Bowie Mall Company,LLC
Brandon Thomas Designs Inc.
Brinco Mechanical Service
Brooklyn Kings Plaza LLC
Broward Mall
By Design LLC
Canon Business Solutions-
Canon Financial Services, Inc
Capri Urban Baldwin, LLC
Carole Wren Inc.
Caseyville Township
Cass New York Inc.
Casual Cool Inc
CB Chicago Partners, LTD.
CBL/ Columbia Place, LLC
Central Harlem Ptnsp Plaza,LLC
Certegy Check Services Inc
Charles Dunn Res,Inc Trust A/C
Chemtec, Pest Control Corp.
Cherry Hill Center LLC
Ciber, Inc.
Cigna Healthcare
C-III, PWR18, Southlake Mall
Cinema Veterans LLC
Cintas Corporation
City of Chicago
City of Columbia
City of Detroit
City of Hyatsville
City of New Orleans
City of PhiladeLPhia
City of Savannah(AS407)
City of Yonkers
Clothing Illustrated/Love
Clues Fashion
Cocomo Connection
Cohen/J emal Partnership LLC
Contra Costa County
Copesan Services
Corporate Services Consultants
County of Henrico
County of Sacramento
Cozen O'connor

17477210
-5-
C-quest Inc Dba Only Nine
Cross Creek Mall Spe, L.P.
Crossings Shopping Center L.P.
Crown Commercial Real Estate
Culver Center Partners
Culver City
Cyrus
D & A Industries, Inc.
D.H. Realty Holdings, LLC
Damselle Ltd
Datavantage Corporation
David Russ
DDRTC Fayette Pavilion III
Deja Bleu
Deltacom
Design Network Inc.
Dk Selections LLC
Do It Outdoors Media, LLC
DoLPhin Forwarding, Inc
DoLPhin Plaza,Pw, LP
Dorothy Combs Models Inc
Dorr Collingwood, LLC
Double Take Fashions,Inc
Dreamwear Inc
Dutch Square LLC
East Coast Packaging Co Inc
East Lake Mgmt & Development
Eastgate Center LLC
Eastover Plaza Improvements Ll
Ecova, Inc.
Egm, LLC
Emanuel Geraldo Accessories
Emcon Associates Inc
Emma's Closet
Envy Clothing, Inc.
Esplanade Mall Limited Partner
Experian Marketing Solutions
F.S.I. - Fort Lauderdale, Inc.
Facility Solutions Group
Fairlane Town Center
Fame Fashion House LLC
Fashion Blue Inc.
Fashion River Co. Ltd
Federal Express Corp
Fedex Freight East (American
Fiesta J ewelry Corp

17477210
-6-
Finance Commissioner
Finesse Novelty Inc
First American Property &
First Insurance Funding Corp
Fleming's Transp Co Inc
Florida Power
Ford Glory Inc. Dba Karma Blue
Forest City Management, Inc
Forest Park Plaza, LLC
Forte Plumbing & Heating Inc.
Frazier Clothing Co.
Fujitsu America, Inc.
G neil Companies
G4s Compliance & Investigation
Galileo Ga Apollo Ii Sub, LLC
Garda Global
Gardere Wynne Sewell LLP
Gary Sanitary District (364)
Gateway Arthur Inc.
Gateway Retail Center, LLC
Gb Mall Limited Partnership,LP
Georgia Department Of Revenue
GK Trading Inc. Dba
Glenwood Crossing LLC
Golden Too, Inc.
Good Hope Marketplace LP
Google Inc.
Governors Square, LLC
Greece Ridge, LLC
Gretna Realty Associates, LLC
Harkham Industries, Inc
Harkham Industries, Inc.
Hartz Metro Leasehold I LLC
Hawthorne Plaza
Hendon Golden East, LLC
High Accessories
Highway J eans Div Louise Paris
Hilltop Mall
HRDIRECT
HSG Macon Mall, LLC
Hudson Associates Limited
Ice/new Vision Apparel
Illinois Department Of Revenue
Inland American Retail Mgmt Ll
Intimateco LLC
Int'l inspirations Dba Lux

17477210
-7-
Intriguing threads
IPM Model Management, LLC
Iron Mountain
Ivy Chic Apparel Inc.
J ames Desoucey
J ava Clothing Company
J axi's Ii Inc.
J BCSTYLE
J DA Software Inc
J efferson County Educational
J ersey Elevator Co., Inc
J G Elizabeth Ii, LLC
J G Winston-Salem, LLC
J NS Fashions, LLC
J ubilee Christian Church
J ulio Rodriguez
Kaktus Sportswear
Kbl Group International Ltd.
Kdi Atlanic Mall LLC
Keystone Plaza Associates
Kimco Realty Corporation
King Associates, Ltd PTNR
La Fiorentina
Lamar Crossing Shopping Center
Lane Crawford
Lany Group, LLC
Lauderhill Mall Investment,LLC
Lbubs 2006-c3 7839 Mall, LLC
LC e. Orange Shopping Center,
Leather Garment Inc.
Leg Resource Inc
Les Vetements Multiwear Inc.
Levin Management Corporation
LH Development LLC
Lightman South Lake Company
Linda Malone
Lindell Market Place, L.P.
Linder Ventures Iv, LLC
Linkedin Corporation
Louise Paris Ltd
Louisiana Department Of Rev
LP Software Inc
LTM Director LLC Marais
Lucas Pictures
M & A Clothing Company LLC
M&t Logistics, Inc.

17477210
-8-
Mad Clothing Apparel, Ltd
Mainetti Group
Mango USA
Mann Nance
Map Eastwood LLC
Marcus & Son Realty
Mario's Express Service
Mark IV Transportation
Marketplace @ Hollywood Pk, LP
Marlow Heights Shop Ctr LP
Maryland Crossing Realty LLC
Matanky Realty Group
Mattone Group Springex, LLC
Maverick Management Corp.
Max Imports Inc
Mayer Berkshire Corp
Me Fashion Inc.
Meadownlands Taxi
Mega Wear Inc.
Merchant Electrical & Lighting
Metro Door Inc
Metrographics
MHC Software, Inc.
Michael Mcmillan
Michelin Star Inc.
Mid-America Asset Management,
Midyan Gate Realty No. 2, LLC
Millenium Clothing
Minns, Ashley
Miss Sportswear
Mister Noah
Misty Merriweather
Model T Plaza Associates, LLC
Mondawmin-Vck, Inc
Moore, Tanisha
Morris Prop Mgmt- The Hub, LLC
Mystic Weaves, U.S.A. Inc.
Nakia Keishanee' Williams
National Management Systems,
Native Group International
Natural Collection Corp.
Nes Group
Nesctc Security
New Eastland Mall DeveLPr LLC
New Land Fashion
New York American Water (N102)

17477210
-9-
Newport Apparel, Inc.
Next Generation Fulton LLC
Next Station Apparel Inc.
Nissan Motor Acceptance Corp.
Nok Nok
Norma h Stevenson Formel
North Riverside Park Assoc,LLC
Northgate Mall Durham, LLC
Northland Center Michigan, LLC
Northpark Mall Limited
Northwoods Mall Cmbs, LLC
Ogelthorpe Mall, LLC
Ok Originals Ltd
Orkin Exterminating Co Inc
Oxygen Inc
Pacific Group Apparel
Pacific Legwear, Inc
Pat Rego Inc.
Patrick Bernard
PC Mall
Perfect Image
Permagraphics, Inc.
Peter E. Ambrose, Inc.
Pierre Bossier Mall
Pierre, Mary
Pr Gallery I Ltd Partnership
Pr Prince Georges Plaza, LLC
Premier Sign
Premium Assignment Corporation
Pride & J oy
Primestor 119, LLC Dba
Prince George's County
Principal Life Ins Co-025110
Prodata
Promises Dba Star Vixen
Quinnergy LLC
R.M Richards
Raceway Land Development LLC
Ral Realty Co
Ramco J acksonville LLC
Ramco-Gershenson Properties LP
Redford Township Water Dept
Regency Centers, LP
RJ BS
Robyn G Accessories
Rodes Logistics

17477210
-10-
Ronnie & Nicole
Rothstein Family Ltd
Rpai Us Management LLC
Sand K, Inc.
Sansone Plaza On The Boulevard
Santa Fe Apparel
Sasha Handbags, Inc
Sawitz Store Fixture, Inc.
SC Greenville Woods Crossing
Schindler Elevator Corporation
Schultz. Greg M
Seat Pleasant Commercial LLP
Sec Clark & Howard, LLC
Sec. Square Holding LLC
Sevarance Spr Leaseco, LLC
Seven Grand Associates, Ltd.
Sewerage & Water Of New Orlean
Sfi Ford City - Chicago LLC
Shalom International
Sherman Plaza Receivership
Shopper Trak Rct
Snip Snap App LLC
Soho Apparel Ltd.
Solarwinds Inc.
Sonny's A/C & Refrif Services
Sophie Bellefleur
Southgate Center Associates
Southland Mall Properties, LLC
Southland Mall Shopping
Southland Mall, L.P.
Southland Terrace Shopping Ctr
Spanx, Inc.
Spectrum Distributors, Inc.
Spencer Technologies Inc
SPS Commerce, Inc.
St. Clair Square Spe, LLC
Stanley Convergent Security
Steffany Allen
Sterient Technology Corp
Stony Leather,Inc.Dba Stony
Straw Studios LLC
Studio 8 Fashion Corp.
Sublime Apparel International
Sunny Isle Developers LLC
Sunny Isle Shopping Center
Sunset West Investments

17477210
-11-
Tcci Broad Street, LLC
Td Bank
Telecheck Services, Inc.
Tenalok Partners Ltd
Teneco Inc
The Centre At Forestville LLC
The J ay Group Inc.
The O'keefe Group, Inc.
Tian Hui Garment (Usa) Ltd
Timeless Fashions LLC
Trinity Warranty Corp Dba
Trinity Warranty Solutions LLC
Troyk Printing Corp
Tru Fragrance & Beauty LLC
True Love Accessories
True, Inc.
Two-One-Two New York Inc
U.K.Lasalle,Inc-Cumberland Mal
Uline Inc
Union Apparel Group, Ltd
Union VF LLC
United Team, Inc.
Ups Freight
Us Virgin Islands
Usr-Desco City Plaza, LLC
Usr-Desco University City
Valley Stream Green Acres LLC
Vault Sportswear Inc
Verizon
Village Office Supply
Volumecocomo Apparel, Inc.
Wageworks, Inc.
Walton Media, Inc.
Washington Suburban Sanitary
Waste Management Inc.
Waterfall Mobile, Inc.
Waverly Commons, LLC
Wayne, Christan L
We Do Commerce
Wellmakara LLC
Westview Center Associates L.C
Wilkinson Crossing, LLC
Wings Manufacturing Corp
Wis International
Wisconsin Department Of Rev
Wonjon, P.C.

17477210
-12-
Wr 9000
Wri Camp Creek Marketplace LLC
Wri/texla, LLC
Yahoo! Inc.
Zanadi

Counterparties to Real Property Leases
10 Fairway LLC
11010 7th Ave Investments LLC
208 West 125th Street Associates LLC
360 Stratford Heights Associates LLC
91-14 Merrick Boulevard LLC
AAC Management Corp
Acklinis Yonkers Realty, LLC
Addison Plaza II Associates, LLC
Albany Mall LLC
Arbor Place II, LLC
Aronov Realty Management Inc.
Atlantic City Assoc, LLC
Bawabeh Brothers
Bay Plaza Community Center, LLC
BDC LEXINGTON LLC.
Belz Investco GP
Berkshire West 87th Street, LLC
BLDG-ICS Olney LLC
BMHC Downtown Associates LLC
Bowie Mall Company LLC.
Brixmor GA Apollo II Sub LLC
Brixmor Property Group Inc.
Brooklyn Kings Plaza, LLC
Broward Mall, LLC
Canterbury Plaza Properties Ltd
Capital Centre LLC
Capri Urban Baldwin LLC
CBL/Columbia Place LLC
Central Harlem Partnership Plaza, LLC
Centro NP Holdings 12 SPE LLC
Century Plaza LLC
Charles Dunn
Charles Mall Company, LP
Cherry Hill Center, LLC
Chicago Building LLC
C-III Asset Management LLC

17477210
-13-
Cole MT Richmond VA LLC
Cole Real Estate Investments
Cole Taylor Bank, as trustee
Communicty Development Corporation of Kansas City
Cross Creek Mall SPE L.P.
Crossing at Halls Ferry, LLC
Culver Center Partners Georgia LLC
Culver City Mall LLC
Cumberland Mall, LLC
DH Realty Holdings, LLC
Dolphin Plaza PW LP
Door Collingwood, LLC
Dutch Square Limited Liability Co.
East Orange Urban Renewal Associates, LP
Eastex Venture
Eastgate Center LLC
EastLake Management and Development Corp.
Eastover Associates Limited Partnership
Eastpoint Partners, LP
Edgewood Station LLC
Esplanade Mall Limited Partnership
FC Quartermaster Associates, LP
Federal Realty Investment Trust
Florin Associates LLC
Fox Valley/River Oaks Partnership
FP Southway LLC
Gateway Arthur Inc.
Gateway Center Economic Development
Gateway Retail Center LLC
GB Mall Limited Partnership, LTD
Gentilly Shopping Center LLC
Governor's Square Station LLC
Greece Ridge, LLC
Greenbriar Mall (2006) LLP
Gretna Realty Associates LLC
Harvey Property Management Co Inc.
Highland Lakes Center, LLC
HSG Macon Mall LLC
Hudson Associates Limited Partnership
Inland American Baton Rouge Seigen, LLC
Inland Diversified Dallas Wheatland LLC
Inland Southeast Fayette I & II LLC
Inland Western Chicago Ashland LLC

17477210
-14-
Inland Western Milwaukee Midtown, LLC
J G Elizabeth, II LLC.
J G Winston Salem, LLC
J ubilee Christian Church International, Inc.
KIMCO Baton Rouge 1183, LLC.
Kimco Realty Corp
King Associates Ltd Partnership
KIR Agusta II LP
La Caranda Limited Partnership
Lafayette Square Shopping Center LLC
Lamar Crossing Shopping Center Equities LLC
Lauderhill Mall Investment LLC
Levin Properties, LP
LH Development LLC
Lightman South Lake Co. LLC
Lindell Marketplace, LP
Linder Venture IV LLC
Livingston Mall Venture
Main/OST, LTD
Marcus & Son Realty LLC
Marketplace at Hollywood Park LP
Marlow Heights Shopping Center, LP
Marylnd Crossing, LLC
Matanky Realty Group Inc
Mattone Group Springnex LLC
Model T Plaza Associates
Monarch, Inc.
Mondawmin Business Trust / General Growth Properties
NAP Camp Creek Marketplace II, LLC
New Eastland Mall Developer LLC
Next Generation Fulton, LLC
North Riverside Park Associates, LLC
Northgate Mall Durham LLC
Northlake Mall LLC
Northline Commons LLC
Northpark Mall LTD Partnership
Oglethorpe Mall, LLC
Pierre Bossier Mall LLC
Posel Station Associates LLC
Potsmouth Associates LLC
PR Prince Georges Plaza LLC
Preit
Primestar 119, LLC
Raceway Land Development LLC.

17477210
-15-
Ral Realty Co
Ramco Fairlane, LLC - Fairlane Meadows
Ramco J acksonville, LLC
Regency Centers, LP
Richmond Town Square Mall LLC
Rothstein Family LTD
S/C B&C Hemp LLC
Sansone Plaza on the Boulevard, LLC
SC Greenville Woods Crossing LLC
Sec Square Holding LLC
Seven Grand Associates, LTD
Severance SPE Leaseco, L.L.C.
SFI Ford City -Chicago LLC
SG USA Ltd
Southland Mall Shopping Center LLC
Southland Mall, LP / Rouse Properties
Southland Terrace Shopping Center, LLC
Southtown Shopping Center
St Clair Square SPE, LLC
Stonecrest Mall SPE, LLC
Stony Island LLC
Surrey Fondren Investors LLC
TCCI Broad Street LLC
The Centre at Forestville LLC
The Forest Park Plaza, LLC
The Taubman Company
Thor Cheltenham Mall, LP
THOR Gallery at Military Circle LLC
TKG Southeast Market Center Development LLC
Union VF, LLC
USR-Desco City Plaza LLC
USR-Desco University City Square LLC
WC North Oaks Houston LP
Walpert Industries Inc.
Wellmakara, LLC
WesGold, LLC.
Westview Center Associates LC
Wharton Properties
Wolfson Verrichia Group, Inc
WRI/TEXLA, LLC

17477210
-16-

Depositing Banks
Banco Popular
Bank of America
BB&T
Beneficial Savings Bank
Capital One
Chase
Citibank
Fifth Third Bank
First Midwest Bank
First Tennessee Bank
Harris Bank
Huntington Bank
Key Bank
M&T Bank
PNC Bank
Regions Bank
Sovereign Bank
Suburban Bank & Trust
Suntrust Bank
TCF Bank
TD Bank
U.S. Bank
Wells Fargo
Woodforest Natl Bank

Utilities
AEP Columbus Southern Power Co
ALABAMA GAS CORP
Alabama Power
ALBANY, CITY OF (GA)
AMEREN
AMEREN IP/AMEREN ILLINOIS
AQUA PENNSYLVANIA
AT&T
Atlantic City Electric Co
ATMOS ENERGY
AUGUSTA UTILITIES DEPARTMENT
Baltimore Gas & Electric
BROADVIEW NETWORKS
CABLEVISION LIGHTPATH INC.
CASEYVILLE TOWNSHIP
Citizens Energy Group
CITY OF CALUMET CITY
CITY OF DEARBORN WATER & SEWERAGE

17477210
-17-
CITY OF DETROIT
CITY OF FORT WORTH (281)
CITY OF GREENSBORO
CITY OF GRETNA
CITY OF HOUSTON
CITY OF LATHRUP VILLAGE
CITY OF LAUDERHILL
CITY OF NORTH MIAMI BEACH
CITY OF SAVANNAH(AS407)
Cleveland Electric Illum Co
COGENT COMMUNICATIONS, INC.
COLUMBIA GAS OF OHIO
COLUMBIA GAS OF VIRGINIA
COLUMBUS CITY TREASURER
Commonwealth Edison Co (ComEd)
Consolidated Edison Co-NY Inc
Consumers Energy Co (MI)
CORPORATE SERVICES CONSULTANTS
Coweta-Fayette El Member Corp
DALLAS WATER UTILITIES
DELTACOM
DEPENDABILL SOLUTIONS
DIRECT ENERGY BUSINESS SERVICES
DIRECTV
Dominion East Ohio
Dominion Virginia Power
DTE Energy
DUKE ENERGY CO
Duke Energy/33199
Duquesne Light Co
EARTHLINK NETWORK, INC
EAST POINT, CITY OF (GA)
Elizabethtown Gas (NJ )
ENERGY SOLVE (NJ )
Entergy Gulf States, Inc
Entergy Louisiana, Inc
Entergy Mississippi, Inc
Entergy New Orleans, Inc
FIRSTENERGY SOLUTIONS
Florida Power & Light Co
GARY SANITARY DISTRICT (364)
GAS SOUTH
GEORGIA NATURAL GAS SERVICES
Georgia Power Co
GLOBAL CROSSING CONFERENCING
GREENVILLE WATER SYSTEM

17477210
-18-
HAYWARD WATER SYSTEM-STORE#420
INDIANA AMERICAN WATER (364)
Indianapolis Power & Light Co
INNOVATIVE TELEPHONE
J acksonville Electric Auth
Kansas City Power & Light Co
LACLEDE GAS CO
LIBERTY POWER CORP
LOS ANGELES DEPT OF WTR & PWR
Louisville Gas & Electric Co (KY)
LOUISVILLE WATER COMPANY
MARKHAM WATER DEPARTMENT(378)
MEMPHIS LIGHT GAS & WATER - MLGW
METROPOLITAN ST.LOUIS
METTEL
MIAMI DADE WATER & SEWER DEPT
MISSOURI AMERICAN WATER (A373)
MONTGOMERY WATER COMPANY
NATIONAL GRID
NEW YORK AMERICAN WATER (N102)
NICOR GAS
NORTHEAST REGIONAL (175)
Northern Indiana Pub Serv (NIPSCO)
NSTAR
NYC WATER BOARD
ONEPOINT TECHNOLOGIES, INC.
Pacific Gas & Electric Co
PEOPLES ENERGY SERVICES CORP
Philadelphia Electric Co
PHILADELPHIA GAS WKS
PHILADELPHIA SUBURBAN WATER CO
PIEDMONT NAT GAS CO
Potomac Electric Power Co (PEPCO)
PSEGLI
Public Service Electric & Gas Co
REDFORD TOWNSHIP WATER DEPT
REPUBLIC SERVICES OF FLORIDA,
RICHMOND, CITY OF (VA)
Rochester Gas & Electric Corp
ROCKY MOUNT, CITY OF (NC)
Sacramento Municipal Util Dist
SEWERAGE & WATER OF NEW ORLEAN
SOUTHERN CALIFORNIA EDISON
SOUTHERN CONNECTICUT GAS CO
TECO PEOPLES GAS
Toledo Edison

17477210
-19-
TRENTON WATER WORKS #241
TXU ENERGY SERVICES
United Illuminating Co
UNITED WATER NEW J ERSEY
UTILITY RECOVERY SYSTEMS, INC.
VERIZON
VERIZON BUSINESS (MCI)
VIRGIN ISLANDS WATER & POWER
WASHINGTON GAS
WASHINGTON SUBURBAN SANITARY
WASTE MANAGEMENT INC
WATER REVENUE BUREAU
Wisconsin Electric Power Co

Insurers
ACE American Insurance Company
Chubb Group of Insurance
Philadelphia Indemnity Insurance Company
American Guarantee and Liability Insurance Co.
Federal Insurance Co.
First American
National Union Fire Insurance Company of Pittsburgh, PA (Chartis)
SPARTA Insurance Company
The Hartford
Travelers Casualty & Surety Company of America
Zurich American Insurance Company

United States Bankruptcy Judges for the District of New Jersey
Hon. Gloria M. Burns
Hon. Donald H. Streckroth
Hon. Christine M. Gravelle
Hon. J udith H. Wizmur
Hon. Kathryn C. Ferguson
Hon. Michael B. Kaplan
Hon. Novalyn L. Winfield
Hon. Rosemary Gambardella

United States Trustee for Region 3
Office of the United States Trustee for the District of New J ersey (Region 3)
Baker, Frederic J .
DeAngelis, Roberta A.
Fiorenza, Anne K.
Martha Hildebrandt
Sisca, J oseph S.

17477210
EXHIBIT 2
PwC or its affiliates currently perform, or have previously performed, services in matters
unrelated to these chapter 11 bankruptcy cases for the following individuals or entities or have
other relationships with such entities, such as banking relationships:
RELATIONSHIPS KNOWN AS OF March 5, 2014:
(Attached as table, with the subtitles referring to the categories used by the Debtors)

Debtors
AS IP Holdings, Inc.
Ashley Stewart Holdings, Inc.
NAS Gift LLC
New Ashley Stewart, Inc.

Debtors Affiliated Entities/Former Entities
AS Gift Company, Inc.

Officers
Abate, Michael A.
Rhee, J ames

Former Officers
Clancy, M. Cecilia
Feldman, Stephen
LaForgia, Cosmo
Weil, Laura

Directors
Brown, A. David
Kahn, Matthew
Miller, Alan B.
Suval, Helaine

Former Directors
Clancy, M. Cecilia
Dworkin, J amie
Kehler, Dean
Rhee, J ames
Strasser, Scott

Current and Former Equity Security Holders
Abate, Michael

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-21-
Brown, A. David
Chan, J ohn
Clancy, M. Cecilia
Gaskins, Kristen T.
Giantomenico, J ames
LaForgia, Cosmo
Trimaran Fund Management L.L.C.

Current and Former Lenders and Noteholders
Abate, Michael
Brown, A. David
Chan, J ohn
Clancy, M. Cecilia
Gaskins, Kristen T.
LaForgia, Cosmo
Salus Capital Partners, LLC
TD Bank, N.A.
Trimaran Fund Management, L.L.C.

Current and Former Restructuring Professionals and Investment Bankers
BDO USA, LLP
BMC Group, Inc.
Cole, Schotz, Meisel, Forman & Leonard P.A.
Curtis, Mallet-Prevost, Colt & Mosle LLP
Duff & Phelps Securities, LLC
PricewaterhouseCoopers LLP
Prime Clerk LLC

Counsel for Prepetition Secured Creditors
360 Merchant Solutions LLP
Choate, Hall & Stewart LLP
Dentons
Lowenstein Sandler LLP
Otterbourg, Steindler, Houston & Rosen, P.C.

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Riemer & Braunstein LLP

Creditors
0508 Charles Mall Co.LP
10 Fairway, LLC
11010 7th Ave Investments,LLC
216-220 West 125th St LLC
360 Stratford Heights Assoc LL
4671 River Oaks Center
4828 Livingston Mall
4831 Northlake Mall
8735 Highland Lakes Center
9445 Richmond Town Square Mall
A.B.N Inc
Abate, Michael
Absolute Angel Inc
Absolute Packaging & Supply
Absolute Shredding LLC
Accent Accessories LLC
ACKLINIS YONKERS REALTY, LLC
Adorn Fashions, Inc
ADP Inc
ADT Security Systems, Inc
Advanced Direct, Inc
Airtron Technolgy, Inc
Albany Mall LLC.
Alex's Dairy, Inc
American Attitudes
American vending & coffee
AMICI Inc
Amiee lynn inc.
Amy Mintz
APC Postal LogisticS, LLC
APL Logistics (ACS)
Arbor Place II, LLC
Associated Fire Protection
At Last Sportswear, INC
AT&T
Atlantic City Associates LLC
Baltimore County Maryland
Baltimore Director of Finance
Bank of America Merchant Servi
Bawabeh Brothers
Bay Plaza Community Center LLC
BDO USA, LLP
Bellissima Accessories LTD

17477210
-23-
Beltway Plaza Merchant's Assoc
Bernstein Management Corp
Bialow Real Estate, LLC
Blue Cast Denim Co.Inc.
Blue Dot Safes
BMGM Company
BMHC Downtown Devep Assoc.
Bollinger Insurance Solutions
Boom-Boom J eans
Bossong Hosiery
Bowie Mall Company,LLC
Brandon Thomas Designs Inc.
Brinco Mechanical Service
Brooklyn Kings Plaza LLC
Broward Mall
By Design LLC
Canon Business Solutions-
Canon Financial Services, Inc
Capri Urban Baldwin, LLC
Carole Wren Inc.
Caseyville Township
Cass New York Inc.
Casual Cool Inc
CB Chicago Partners, LTD.
CBL/ Columbia Place, LLC
Central Harlem Ptnsp Plaza,LLC
Certegy Check Services Inc
Charles Dunn Res,Inc Trust A/C
Chemtec, Pest Control Corp.
Cherry Hill Center LLC
Ciber, Inc.
Cigna Healthcare
Cinema Veterans LLC
Cintas Corporation
City of Chicago
City of Columbia
City of Detroit
City of Hyatsville
City of New Orleans
City of PhiladeLPhia
City of Savannah(AS407)
City of Yonkers
Clothing Illustrated/Love
Clues Fashion

17477210
-24-
Cocomo Connection
Contra Costa County
Copesan Services
Corporate Services Consultants
County of Henrico
County of Sacramento
Cozen O'connor
C-quest Inc Dba Only Nine
Cross Creek Mall Spe, L.P.
Crossings Shopping Center L.P.
Crown Commercial Real Estate
Culver Center Partners
Culver City
Cyrus
D & A Industries, Inc.
D.H. Realty Holdings, LLC
Damselle Ltd
Datavantage Corporation
David Russ
DDRTC Fayette Pavilion III
Deja Bleu
Deltacom
Design Network Inc.
Dk Selections LLC
Do It Outdoors Media, LLC
DoLPhin Forwarding, Inc
DoLPhin Plaza,Pw, LP
Dorothy Combs Models Inc
Dorr Collingwood, LLC
Double Take Fashions,Inc
Dreamwear Inc
Dutch Square LLC
East Coast Packaging Co Inc
East Lake Mgmt & Development
Eastgate Center LLC
Eastover Plaza Improvements Ll
Ecova, Inc.
Egm, LLC
Emanuel Geraldo Accessories
Emcon Associates Inc
Emma's Closet
Envy Clothing, Inc.
Esplanade Mall Limited Partner
Experian Marketing Solutions
F.S.I. - Fort Lauderdale, Inc.

17477210
-25-
Facility Solutions Group
Fairlane Town Center
Fame Fashion House LLC
Fashion Blue Inc.
Fashion River Co. Ltd
Federal Express Corp
Fedex Freight East (American
Fiesta J ewelry Corp
Finance Commissioner
Finesse Novelty Inc
First American Property &
First Insurance Funding Corp
Fleming's Transp Co Inc
Florida Power
Ford Glory Inc. Dba Karma Blue
Forest City Management, Inc
Forest Park Plaza, LLC
Forte Plumbing & Heating Inc.
Frazier Clothing Co.
Fujitsu America, Inc.
G neil Companies
G4s Compliance & Investigation
Galileo Ga Apollo Ii Sub, LLC
Garda Global
Gardere Wynne Sewell LLP
Gary Sanitary District (364)
Gateway Arthur Inc.
Gateway Retail Center, LLC
Gb Mall Limited Partnership,LP
Georgia Department Of Revenue
GK Trading Inc. Dba
Golden Too, Inc.
Google Inc.
Governors Square, LLC
Greece Ridge, LLC
Gretna Realty Associates, LLC
Harkham Industries, Inc
Harkham Industries, Inc.
Hartz Metro Leasehold I LLC
Hawthorne Plaza
High Accessories
Highway J eans Div Louise Paris
Hilltop Mall

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HRDIRECT
HSG Macon Mall, LLC
Hudson Associates Limited
Ice/new Vision Apparel
Illinois Department Of Revenue
Inland American Retail Mgmt Ll
Intimateco LLC
Int'l inspirations Dba Lux
Intriguing threads
IPM Model Management, LLC
Iron Mountain
Ivy Chic Apparel Inc.
J ames Desoucey
J ava Clothing Company
J axi's Ii Inc.
J BCSTYLE
J DA Software Inc
J efferson County Educational
J ersey Elevator Co., Inc
J G Elizabeth Ii, LLC
J G Winston-Salem, LLC
J NS Fashions, LLC
J ubilee Christian Church
J ulio Rodriguez
Kaktus Sportswear
Kbl Group International Ltd.
Kdi Atlanic Mall LLC
Kimco Realty Corporation
King Associates, Ltd PTNR
La Fiorentina
Lamar Crossing Shopping Center
Lane Crawford
Lany Group, LLC
Lauderhill Mall Investment,LLC
Lbubs 2006-c3 7839 Mall, LLC
LC e. Orange Shopping Center,
Leather Garment Inc.
Leg Resource Inc
Les Vetements Multiwear Inc.
Levin Management Corporation
LH Development LLC
Lightman South Lake Company
Linda Malone
Lindell Market Place, L.P.
Linder Ventures Iv, LLC

17477210
-27-
Linkedin Corporation
Louise Paris Ltd
Louisiana Department Of Rev
LP Software Inc
LTM Director LLC Marais
Lucas Pictures
M & A Clothing Company LLC
M&t Logistics, Inc.
Mad Clothing Apparel, Ltd
Mainetti Group
Mango USA
Mann Nance
Map Eastwood LLC
Marcus & Son Realty
Mario's Express Service
Mark IV Transportation
Marketplace @ Hollywood Pk, LP
Marlow Heights Shop Ctr LP
Maryland Crossing Realty LLC
Matanky Realty Group
Mattone Group Springex, LLC
Maverick Management Corp.
Max Imports Inc
Mayer Berkshire Corp
Me Fashion Inc.
Meadownlands Taxi
Mega Wear Inc.
Merchant Electrical & Lighting
Metro Door Inc
Metrographics
MHC Software, Inc.
Michael Mcmillan
Michelin Star Inc.
Mid-America Asset Management,
Midyan Gate Realty No. 2, LLC
Millenium Clothing
Minns, Ashley
Miss Sportswear
Mister Noah
Misty Merriweather
Model T Plaza Associates, LLC
Mondawmin-Vck, Inc
Moore, Tanisha
Morris Prop Mgmt- The Hub, LLC
Mystic Weaves, U.S.A. Inc.
Nakia Keishanee' Williams

17477210
-28-
National Management Systems,
Native Group International
Natural Collection Corp.
Nes Group
Nesctc Security
New Eastland Mall DeveLPr LLC
New Land Fashion
New York American Water (N102)
Newport Apparel, Inc.
Next Generation Fulton LLC
Next Station Apparel Inc.
Nissan Motor Acceptance Corp.
Nok Nok
Norma h Stevenson Formel
North Riverside Park Assoc,LLC
Northgate Mall Durham, LLC
Northpark Mall Limited
Northwoods Mall Cmbs, LLC
Ogelthorpe Mall, LLC
Ok Originals Ltd
Orkin Exterminating Co Inc
Oxygen Inc
Pacific Group Apparel
Pacific Legwear, Inc
Pat Rego Inc.
Patrick Bernard
PC Mall
Perfect Image
Permagraphics, Inc.
Peter E. Ambrose, Inc.
Pierre Bossier Mall
Pierre, Mary
Pr Gallery I Ltd Partnership
Pr Prince Georges Plaza, LLC
Premier Sign
Premium Assignment Corporation
Pride & J oy
Primestor 119, LLC Dba
Prince George's County
Principal Life Ins Co-025110
Prodata
Promises Dba Star Vixen
Quinnergy LLC
R.M Richards
Raceway Land Development LLC

17477210
-29-
Ral Realty Co
Ramco J acksonville LLC
Ramco-Gershenson Properties LP
Redford Township Water Dept
Regency Centers, LP
RJ BS
Robyn G Accessories
Rodes Logistics
Ronnie & Nicole
Rothstein Family Ltd
Rpai Us Management LLC
Sand K, Inc.
Sansone Plaza On The Boulevard
Santa Fe Apparel
Sasha Handbags, Inc
Sawitz Store Fixture, Inc.
SC Greenville Woods Crossing
Schindler Elevator Corporation
Schultz. Greg M
Seat Pleasant Commercial LLP
Sec Clark & Howard, LLC
Sec. Square Holding LLC
Sevarance Spr Leaseco, LLC
Seven Grand Associates, Ltd.
Sewerage & Water Of New Orlean
Sfi Ford City - Chicago LLC
Shalom International
Sherman Plaza Receivership
Shopper Trak Rct
Snip Snap App LLC
Soho Apparel Ltd.
Solarwinds Inc.
Sonny's A/C & Refrif Services
Sophie Bellefleur
Southgate Center Associates
Southland Mall Shopping
Southland Mall, L.P.
Southland Terrace Shopping Ctr
Spanx, Inc.
Spectrum Distributors, Inc.
Spencer Technologies Inc
SPS Commerce, Inc.
St. Clair Square Spe, LLC
Stanley Convergent Security
Steffany Allen

17477210
-30-
Sterient Technology Corp
Stony Leather,Inc.Dba Stony
Straw Studios LLC
Studio 8 Fashion Corp.
Sublime Apparel International
Sunny Isle Shopping Center
Tcci Broad Street, LLC
Td Bank
Telecheck Services, Inc.
Tenalok Partners Ltd
Teneco Inc
The Centre At Forestville LLC
The J ay Group Inc.
The O'keefe Group, Inc.
Tian Hui Garment (Usa) Ltd
Timeless Fashions LLC
Trinity Warranty Corp Dba
Trinity Warranty Solutions LLC
Troyk Printing Corp
Tru Fragrance & Beauty LLC
True Love Accessories
True, Inc.
Two-One-Two New York Inc
U.K.Lasalle,Inc-Cumberland Mal
Uline Inc
Union Apparel Group, Ltd
Union VF LLC
United Team, Inc.
Ups Freight
Us Virgin Islands
Usr-Desco City Plaza, LLC
Usr-Desco University City
Vault Sportswear Inc
Verizon
Village Office Supply
Volumecocomo Apparel, Inc.
Wageworks, Inc.
Walton Media, Inc.
Washington Suburban Sanitary
Waste Management Inc.
Waterfall Mobile, Inc.
Wayne, Christan L

17477210
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We Do Commerce
Wellmakara LLC
Westview Center Associates L.C
Wings Manufacturing Corp
Wis International
Wisconsin Department Of Rev
Wonjon, P.C.
Wr 9000
Wri Camp Creek Marketplace LLC
Wri/texla, LLC
Yahoo! Inc.
Zanadi

Counterparties to Real Property Leases
10 Fairway LLC
11010 7th Ave Investments LLC
208 West 125th Street Associates LLC
360 Stratford Heights Associates LLC
91-14 Merrick Boulevard LLC
AAC Management Corp
Acklinis Yonkers Realty, LLC
Addison Plaza II Associates, LLC
Albany Mall LLC
Arbor Place II, LLC
Aronov Realty Management Inc.
Atlantic City Assoc, LLC
Bawabeh Brothers
Bay Plaza Community Center, LLC
BDC LEXINGTON LLC.
Belz Investco GP
Berkshire West 87th Street, LLC
BLDG-ICS Olney LLC
BMHC Downtown Associates LLC
Bowie Mall Company LLC.
Brixmor GA Apollo II Sub LLC
Brixmor Property Group Inc.
Brooklyn Kings Plaza, LLC
Broward Mall, LLC
Canterbury Plaza Properties Ltd
Capital Centre LLC
Capri Urban Baldwin LLC
CBL/Columbia Place LLC
Central Harlem Partnership Plaza, LLC
Centro NP Holdings 12 SPE LLC

17477210
-32-
Century Plaza LLC
Charles Dunn
Charles Mall Company, LP
Cherry Hill Center, LLC
Chicago Building LLC
C-III Asset Management LLC
Cole MT Richmond VA LLC
Cole Real Estate Investments
Cole Taylor Bank, as trustee
Communicty Development Corporation of Kansas City
Cross Creek Mall SPE L.P.
Crossing at Halls Ferry, LLC
Culver Center Partners Georgia LLC
Culver City Mall LLC
Cumberland Mall, LLC
DH Realty Holdings, LLC
Dolphin Plaza PW LP
Door Collingwood, LLC
Dutch Square Limited Liability Co.
East Orange Urban Renewal Associates, LP
Eastex Venture
Eastgate Center LLC
EastLake Management and Development Corp.
Eastover Associates Limited Partnership
Eastpoint Partners, LP
Edgewood Station LLC
Esplanade Mall Limited Partnership
FC Quartermaster Associates, LP
Federal Realty Investment Trust
Florin Associates LLC
Fox Valley/River Oaks Partnership
FP Southway LLC
Gateway Arthur Inc.
Gateway Center Economic Development
Gateway Retail Center LLC
GB Mall Limited Partnership, LTD
Gentilly Shopping Center LLC
Governor's Square Station LLC
Greece Ridge, LLC
Greenbriar Mall (2006) LLP
Gretna Realty Associates LLC
Harvey Property Management Co Inc.

17477210
-33-
Highland Lakes Center, LLC
HSG Macon Mall LLC
Hudson Associates Limited Partnership
Inland American Baton Rouge Seigen, LLC
Inland Diversified Dallas Wheatland LLC
Inland Southeast Fayette I & II LLC
Inland Western Chicago Ashland LLC
Inland Western Milwaukee Midtown, LLC
J G Elizabeth, II LLC.
J G Winston Salem, LLC
J ubilee Christian Church International, Inc.
KIMCO Baton Rouge 1183, LLC.
Kimco Realty Corp
King Associates Ltd Partnership
KIR Agusta II LP
La Caranda Limited Partnership
Lafayette Square Shopping Center LLC
Lamar Crossing Shopping Center Equities LLC
Lauderhill Mall Investment LLC
Levin Properties, LP
LH Development LLC
Lightman South Lake Co. LLC
Lindell Marketplace, LP
Linder Venture IV LLC
Livingston Mall Venture
Main/OST, LTD
Marcus & Son Realty LLC
Marketplace at Hollywood Park LP
Marlow Heights Shopping Center, LP
Marylnd Crossing, LLC
Matanky Realty Group Inc
Mattone Group Springnex LLC
Model T Plaza Associates
Monarch, Inc.
Mondawmin Business Trust / General Growth Properties
NAP Camp Creek Marketplace II, LLC
New Eastland Mall Developer LLC
Next Generation Fulton, LLC
North Riverside Park Associates, LLC
Northgate Mall Durham LLC
Northlake Mall LLC
Northline Commons LLC
Northpark Mall LTD Partnership

17477210
-34-
Oglethorpe Mall, LLC
Pierre Bossier Mall LLC
Posel Station Associates LLC
Potsmouth Associates LLC
PR Prince Georges Plaza LLC
Preit
Primestar 119, LLC
Raceway Land Development LLC.
Ral Realty Co
Ramco Fairlane, LLC - Fairlane Meadows
Ramco J acksonville, LLC
Regency Centers, LP
Richmond Town Square Mall LLC
Rothstein Family LTD
S/C B&C Hemp LLC
Sansone Plaza on the Boulevard, LLC
SC Greenville Woods Crossing LLC
Sec Square Holding LLC
Seven Grand Associates, LTD
Severance SPE Leaseco, L.L.C.
SFI Ford City -Chicago LLC
SG USA Ltd
Southland Mall Shopping Center LLC
Southland Mall, LP / Rouse Properties
Southland Terrace Shopping Center, LLC
Southtown Shopping Center
St Clair Square SPE, LLC
Stonecrest Mall SPE, LLC
Stony Island LLC
Surrey Fondren Investors LLC
TCCI Broad Street LLC
The Centre at Forestville LLC
The Forest Park Plaza, LLC
The Taubman Company
Thor Cheltenham Mall, LP
THOR Gallery at Military Circle LLC
TKG Southeast Market Center Development LLC
Union VF, LLC
USR-Desco City Plaza LLC
USR-Desco University City Square LLC
WC North Oaks Houston LP

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-35-
Walpert Industries Inc.
Wellmakara, LLC
WesGold, LLC.
Westview Center Associates LC
Wharton Properties
Wolfson Verrichia Group, Inc
WRI/TEXLA, LLC

Depositing Banks
Banco Popular
Bank of America
BB&T
Beneficial Savings Bank
Capital One
Chase
Citibank
Fifth Third Bank
First Midwest Bank
First Tennessee Bank
Harris Bank
Huntington Bank
Key Bank
M&T Bank
PNC Bank
Regions Bank
Sovereign Bank
Suburban Bank & Trust
Suntrust Bank
TCF Bank
TD Bank
U.S. Bank
Wells Fargo
Woodforest Natl Bank

Utilities
AEP Columbus Southern Power Co
ALABAMA GAS CORP
Alabama Power
ALBANY, CITY OF (GA)
AMEREN
AMEREN IP/AMEREN ILLINOIS
AQUA PENNSYLVANIA
AT&T
Atlantic City Electric Co
ATMOS ENERGY

17477210
-36-
AUGUSTA UTILITIES DEPARTMENT
Baltimore Gas & Electric
BROADVIEW NETWORKS
CABLEVISION LIGHTPATH INC.
CASEYVILLE TOWNSHIP
Citizens Energy Group
CITY OF CALUMET CITY
CITY OF DEARBORN WATER & SEWERAGE
CITY OF DETROIT
CITY OF FORT WORTH (281)
CITY OF GREENSBORO
CITY OF GRETNA
CITY OF HOUSTON
CITY OF LATHRUP VILLAGE
CITY OF LAUDERHILL
CITY OF NORTH MIAMI BEACH
CITY OF SAVANNAH(AS407)
Cleveland Electric Illum Co
COGENT COMMUNICATIONS, INC.
COLUMBIA GAS OF OHIO
COLUMBIA GAS OF VIRGINIA
COLUMBUS CITY TREASURER
Commonwealth Edison Co (ComEd)
Consolidated Edison Co-NY Inc
Consumers Energy Co (MI)
CORPORATE SERVICES CONSULTANTS
Coweta-Fayette El Member Corp
DALLAS WATER UTILITIES
DELTACOM
DEPENDABILL SOLUTIONS
DIRECT ENERGY BUSINESS SERVICES
DIRECTV
Dominion East Ohio
Dominion Virginia Power
DTE Energy
DUKE ENERGY CO
Duke Energy/33199
Duquesne Light Co
EARTHLINK NETWORK, INC
EAST POINT, CITY OF (GA)
Elizabethtown Gas (NJ )
ENERGY SOLVE (NJ )
Entergy Gulf States, Inc
Entergy Louisiana, Inc
Entergy Mississippi, Inc
Entergy New Orleans, Inc

17477210
-37-
FIRSTENERGY SOLUTIONS
Florida Power & Light Co
GARY SANITARY DISTRICT (364)
GAS SOUTH
GEORGIA NATURAL GAS SERVICES
Georgia Power Co
GLOBAL CROSSING CONFERENCING
GREENVILLE WATER SYSTEM
HAYWARD WATER SYSTEM-STORE#420
INDIANA AMERICAN WATER (364)
Indianapolis Power & Light Co
INNOVATIVE TELEPHONE
J acksonville Electric Auth
Kansas City Power & Light Co
LACLEDE GAS CO
LIBERTY POWER CORP
LOS ANGELES DEPT OF WTR & PWR
Louisville Gas & Electric Co (KY)
LOUISVILLE WATER COMPANY
MARKHAM WATER DEPARTMENT(378)
MEMPHIS LIGHT GAS & WATER - MLGW
METROPOLITAN ST.LOUIS
METTEL
MIAMI DADE WATER & SEWER DEPT
MISSOURI AMERICAN WATER (A373)
MONTGOMERY WATER COMPANY
NATIONAL GRID
NEW YORK AMERICAN WATER (N102)
NICOR GAS
NORTHEAST REGIONAL (175)
Northern Indiana Pub Serv (NIPSCO)
NSTAR
NYC WATER BOARD
ONEPOINT TECHNOLOGIES, INC.
Pacific Gas & Electric Co
PEOPLES ENERGY SERVICES CORP
Philadelphia Electric Co
PHILADELPHIA GAS WKS
PHILADELPHIA SUBURBAN WATER CO
PIEDMONT NAT GAS CO
Potomac Electric Power Co (PEPCO)
PSEGLI
Public Service Electric & Gas Co
REDFORD TOWNSHIP WATER DEPT
REPUBLIC SERVICES OF FLORIDA,
RICHMOND, CITY OF (VA)

17477210
-38-
Rochester Gas & Electric Corp
ROCKY MOUNT, CITY OF (NC)
Sacramento Municipal Util Dist
SEWERAGE & WATER OF NEW ORLEAN
SOUTHERN CALIFORNIA EDISON
SOUTHERN CONNECTICUT GAS CO
TECO PEOPLES GAS
Toledo Edison
TRENTON WATER WORKS #241
TXU ENERGY SERVICES
United Illuminating Co
UNITED WATER NEW J ERSEY
UTILITY RECOVERY SYSTEMS, INC.
VERIZON
VERIZON BUSINESS (MCI)
VIRGIN ISLANDS WATER & POWER
WASHINGTON GAS
WASHINGTON SUBURBAN SANITARY
WASTE MANAGEMENT INC
WATER REVENUE BUREAU
Wisconsin Electric Power Co

Insurers
ACE American Insurance Company
Chubb Group of Insurance
Philadelphia Indemnity Insurance Company
American Guarantee and Liability Insurance Co.
Federal Insurance Co.
First American
National Union Fire Insurance Company of Pittsburgh, PA (Chartis)
SPARTA Insurance Company
The Hartford
Travelers Casualty & Surety Company of America
Zurich American Insurance Company

United States Bankruptcy Judges for the District of New Jersey
Hon. Gloria M. Burns
Hon. Donald H. Streckroth
Hon. Christine M. Gravelle
Hon. J udith H. Wizmur
Hon. Kathryn C. Ferguson
Hon. Michael B. Kaplan
Hon. Novalyn L. Winfield
Hon. Rosemary Gambardella

United States Trustee for Region 3

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Office of the United States Trustee for the District of New J ersey (Region 3)
Baker, Frederic J .
DeAngelis, Roberta A.
Fiorenza, Anne K.
Martha Hildebrandt
Sisca, J oseph S.

17477210
EXHIBIT 3

Engagement Agreement

17477210
FOR THE DISTRICT OF NEW J ERSEY
Caption in compliance with D.N.J. LBR 9004-2(c)

COLT & MOSLE LLP
101 Park Avenue
New York, NY 10178-0061
Telephone: (212) 696-6000
Facsimile: (212) 697-1559
Steven J . Reisman
Cindi M. Giglio
Bryan M. Kotliar


Court Plaza North
25 Main Street
Telephone: (201) 489-3000
Facsimile: (201) 489-1536
Michael D. Sirota
Ilana Volkov


In re:
1

Debtors.
Chapter 11
Case No. 14-14383
(J oint Administration Requested)
ORDER AUTHORIZING THE EMPLOYMENT AND RETENTION OF
PRICEWATERHOUSECOOPERS LLP AS FINANCIAL ADVISOR AND
INVESTMENT BANKER TO THE DEBTORS
NUNC PRO TUNC TO THE PETITION DATE

1
Proposed Order Page 1 of 5

Page: 1
Debtor: Ashley Stewart Holdings, Inc., et al.
Case No.: 14-14383
Caption: Order Authorizing the Employment and Retention of PricewaterhousecCopers LLP as Financial
Advisor and Investment Banker to the Debtors Nunc Pro Tunc to the Petition Date

17477210
The relief set forth on the following pages, numbered two (2) through four (4), is
hereby ORDERED.

Page: 2
Case No.: 14-14383
Caption: Order Authorizing the Employment and Retention of PricewaterhouseCoopers LLP as Financial

-2-
17477210
Upon the application (the Application)
1
of the debtors and debtors-in-
possession in the above-captioned cases (the Debtors) to retain and employ
PricewaterhouseCoopers LLP (PwC) as their financial advisor and investment banker, nunc
pro tunc to the Petition Date; and upon the Declaration of Perry M. Mandarino in support of
thereof (the Mandarino Declaration); and the Court being satisfied, based on the
representations made in the Application and the Mandarino Declaration, that the employees of
PwC who will be engaged in the Chapter 11 Cases represent no interest adverse to the Debtors
estates with respect to the matters upon which it is to be engaged, that they are disinterested
persons as that term is defined under section 101(14) of the Bankruptcy Code, as modified by
section 1107(b) of the Bankruptcy Code; and it appearing that the relief requested is in the best
interests of the Debtors estates, its creditors and other parties in interest; and it appearing that
the Court has jurisdiction over this matter pursuant to 28 U.S.C. 157 and 1334 and the
Standing Order of Reference to the Bankruptcy Court Under Title 11 dated as of September 18,
2012; and it appearing that this proceeding is a core proceeding pursuant to 28 U.S.C. 157(b);
and it appearing that venue of this proceeding and the Application in this District is proper
pursuant to 28 U.S.C. 1408 and 1409; and due and proper notice of the Application having
been provided; and it appearing that no other or further notice need be provided; and after due
deliberation and sufficient cause appearing therefor;

1
Capitalized terms used herein but not otherwise defined have the meanings ascribed to them in the Application.

Page: 3
Case No.: 14-14383

-3-
17477210
IT IS HEREBY ORDERED THAT:
1. Pursuant to sections 327(a) and 328 of the Bankruptcy Code, the Debtors
are authorized to employ and retain PwC as their financial advisor and investment banker on the
terms set forth in the Application, the Mandarino Declaration and the Engagement Agreement,
nunc pro tunc to the Petition Date.
2. PwC shall be compensated in accordance with the procedures set forth in
sections 330 and 331 of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules and any
other such procedures as may be fixed by order of this Court, provided, however, that PwC shall
not be required to maintain time records in one-tenth of an hour increments; rather, PwC shall
maintain detailed time records in half-hour increments. PwCs fees and expenses shall be
subject to review pursuant to the standards set forth in section 328 of the Bankruptcy Code.
3. Notwithstanding anything to the contrary in the Application or the
Engagement Agreement, to the extent that the Debtors use the services of any other PwC affiliate
in these Chapter 11 Cases, the Debtors shall file with the Court a separate retention application
for each affiliate and each such affiliate shall comply with any disclosure requirements of
Bankruptcy Rule 2014.
4. The Debtors shall indemnify PwC and hold it harmless from and against
all third party claims, losses, liabilities and damages arising from or relating to the Services or
Deliverables (as those terms are defined in the Engagement Agreement), except to the extent
finally judicially determined by a court of competent jurisdiction to have resulted from PwCs
gross negligence or intentional misconduct relating to the Services and/or Deliverables.

Page: 4
Case No.: 14-14383

-4-
17477210
5. The Debtors are authorized to take all actions necessary to effectuate the
relief granted pursuant to this Order in accordance with the Application.
6. Notwithstanding the possible applicability of Bankruptcy Rules 6004(h),
7062 or 9014, the terms and conditions of this Order shall be effective immediately and
enforceable upon its entry.
7. 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.
8. To the extent this Order is inconsistent with any prior order or pleading
with respect to the Application in these cases, the terms of this Order shall govern.
9. The requirements set forth in Bankruptcy Rule 6003 are satisfied by the
contents of the Application or otherwise deemed waived.
10. A true copy of this Order shall be served on all parties-in-interest by
regular mail within seven (7) days hereof.
11. The Court retains jurisdiction with respect to all matters arising from or
related to the implementation of this Order.

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