Case LSS Doc 1348 Filed 05/26/17 Page 1 of 14 UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE. Chapter 11

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1 Case LSS Doc 1348 Filed 05/26/17 Page 1 of 14 UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re VRG Liquidating, LLC, et al., 1 Debtors. Chapter 11 Case No.: (LSS) (Jointly Administered) Ref. Docket Nos. 285 and 1312 CERTIFICATION OF COUNSEL REGARDING PROPOSED ORDER WITH RESPECT TO DEBTORS SIXTEENTH (16TH) NOTICE OF REJECTION OF EXECUTORY CONTRACTS On May 16, 2016, the Court entered that certain Order Establishing Procedures for the Rejection of Executory Contracts and Unexpired Leases [Docket No. 285] (the Rejection Procedures Order ). On, in accordance with the Rejection Procedures Order, the debtors and debtors in possession in the above-captioned cases (the Debtors ) filed their Sixteenth (16th) Notice of Rejection of Executory Contracts [Docket No. 1312] (the Rejection Notice ), 2 which provided notice of the Debtors intent to reject the Contracts identified on Exhibit 1 to the proposed order (the Proposed Order ) filed with the Rejection Notice. Pursuant to the Rejection Notice, and in accordance with the Rejection Procedures Order, any objections to the proposed rejection of the Contracts were to be filed and served by May 24, 2017 at 4:00 p.m. (ET) (the Objection Deadline ). Prior to the Objection Deadline, the 1 The Debtors and the last four digits of their respective federal taxpayer identification numbers are as follows: VRG Liquidating, LLC (f/k/a Vestis Retail Group, LLC) (1295); VRF Liquidating, LLC (f/k/a Vestis Retail Financing, LLC) (9362); EMSOC Liquidating, LLC (f/k/a EMS Operating Company, LLC) (2061); VIH Liquidating, LLC (f/k/a Vestis IP Holdings, LLC) (2459); BS Liquidating, LLC (f/k/a Bob s Stores, LLC) (4675); EMSA Liquidating, LLC (f/k/a EMS Acquisition LLC) (0322); SC Liquidating 2, LLC (f/k/a Sport Chalet, LLC) (0071); SCVS Liquidating, LLC (f/k/a Sport Chalet Value Services, LLC) (7320); and SCTS Liquidating, LLC (f/k/a Sport Chalet Team Sales, LLC) (8015). The Debtors executive headquarters are located at 160 Corporate Court, Meriden, CT Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Rejection Notice. 01:

2 Case LSS Doc 1348 Filed 05/26/17 Page 2 of 14 Debtors received an informal response (the Wells Fargo Response ) to the Rejection Notice from Wells Fargo Vendor Financial Services, LLC ( Wells Fargo ). The undersigned counsel certifies that, as of the date hereof, he has reviewed the Court s docket in these chapter 11 cases, and no answer, objection or other responsive pleading to the Rejection Notice appears thereon, and the Debtors have not otherwise received any answer, objection or other responsive pleading to the Rejection Notice other than the Wells Fargo Response. In light of the foregoing, attached hereto as Exhibit A is a revised Proposed Order (the Revised Proposed Order ). 3 The Revised Proposed Order does not include any of the Contracts of Wells Fargo. The Debtors submit that the Revised Proposed Order is appropriate and consistent with the Rejection Notice and their discussions with counsel for Wells Fargo, and that entry of the Revised Proposed Order is in the best interests of the Debtors, their estates, and their creditors. Remainder of page intentionally left blank 3 For ease of reference, attached hereto as Exhibit B is a copy of the Revised Proposed Order marked against the Proposed Order (the Blackline ). 01:

3 Case LSS Doc 1348 Filed 05/26/17 Page 3 of 14 Accordingly, the Debtors respectfully request that the Court enter the Revised Proposed Order, a copy of which is attached hereto as Exhibit A, at its earliest convenience without further notice or a hearing. Dated: May 26, 2017 Wilmington, DE /s/ Robert F. Poppiti, Jr. Robert S. Brady, Esq. (DE Bar No. 2847) Robert F. Poppiti, Jr., Esq. (DE Bar No. 5052) YOUNG CONAWAY STARGATT & TAYLOR, LLP Rodney Square, 1000 North King Street Wilmington, DE Tel: (302) Fax: (302) rbrady@ycst.com rpoppiti@ycst.com and Michael L. Tuchin, Esq. Lee R. Bogdanoff, Esq. David M. Guess, Esq. KLEE, TUCHIN, BOGDANOFF & STERN LLP 1999 Avenue of the Stars, 39 th Floor Los Angeles, CA Tel: (310) Fax: (310) mtuchin@ktbslaw.com lbogdanoff@ktbslaw.com dguess@ktbslaw.com Counsel to the Debtors and Debtors in Possession 01:

4 Case LSS Doc 1348 Filed 05/26/17 Page 4 of 14 EXHIBIT A Revised Proposed Order 01:

5 Case LSS Doc 1348 Filed 05/26/17 Page 5 of 14 UNITED STATES BANKRUPTCY COURT DISTRICT OF DELAWARE In re VRG Liquidating, LLC, et al., 1 Debtors. Chapter 11 Case No.: (LSS) (Jointly Administered) Re: Docket Nos. 285, 1312 and ORDER APPROVING THE REJECTION OF EXECUTORY CONTRACTS Pursuant to and in accordance with the Order Establishing Procedures for the Rejection of Executory Contracts and Unexpired Leases [Docket No. 285] (the Procedures Order ); 2 and the 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 District of Delaware dated February 29, 2012; and it appearing that this matter is a core proceeding pursuant to 28 U.S.C. 157(b)(2) and that the Court may enter a final order consistent with Article III of the United States Constitution; and it appearing that venue of these Cases and this matter is proper pursuant to 28 U.S.C and 1409; and the Debtors having properly filed and served a Notice of Rejection of Executory Contracts [Docket No. 1312] the Rejection Notice ) in accordance with the terms of the Procedures Order in respect of the rejection of the executory contracts set forth on Exhibit 1 hereto (the Contracts ); and based on the representations of the Debtors set forth in the related certification of counsel; and 1 2 The Debtors and the last four digits of their respective federal taxpayer identification numbers are as follows: VRG Liquidating, LLC (f/k/a Vestis Retail Group, LLC) (1295); VRF Liquidating, LLC (f/k/a Vestis Retail Financing, LLC) (9362); EMSOC Liquidating, LLC (f/k/a EMS Operating Company, LLC) (2061); VIH Liquidating, LLC (f/k/a Vestis IP Holdings, LLC) (2459); BS Liquidating, LLC (f/k/a Bob s Stores, LLC) (4675); EMSA Liquidating, LLC (f/k/a EMS Acquisition LLC) (0322); SC Liquidating 2, LLC (f/k/a Sport Chalet, LLC) (0071); SCVS Liquidating, LLC (f/k/a Sport Chalet Value Services, LLC) (7320); and SCTS Liquidating, LLC (f/k/a Sport Chalet Team Sales, LLC) (8015). The Debtors executive headquarters are located at 160 Corporate Court, Meriden, CT Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Procedures Order.

6 Case LSS Doc 1348 Filed 05/26/17 Page 6 of 14 it appearing that due and adequate notice of the Procedures Order and the Rejection Notice has been given, and that no other or further notice need be given; and the Court having determined that the rejections provided for herein are an appropriate exercise of the Debtors business judgment; and after due deliberation, and good and sufficient cause appearing therefor, it is hereby ORDERED, ADJUDGED, AND DECREED THAT: 1. The Contracts listed on Exhibit 1 hereto are hereby rejected effective as of the dates set forth for such Contracts on Exhibit 1 (the Rejection Date ). 2. If any affected counterparty subject to this Order (the Rejection Claimant ) asserts a claim or claims against the Debtors arising from the rejection of the Contracts, such Rejection Claimant shall submit a proof of claim on or before the date that is 30 days after entry of this Order. If a Rejection Claimant does not timely file such proof of claim, such claimant will be forever barred from asserting a claim for such rejection damages. 3. The Debtors are authorized to take any action necessary or appropriate to implement the terms of this Order and the rejection without further order from this Court. 4. This Court shall retain exclusive jurisdiction and power to resolve any dispute arising from or related to this Order. Dated: May, 2017 Wilmington, Delaware Laurie Selber Silverstein United States Bankruptcy Judge 2

7 Case LSS Doc 1348 Filed 05/26/17 Page 7 of 14 EXHIBIT 1 EXECUTORY CONTRACTS Counterparty Name and Address Centimark Roofing Company (Centimark Corporation) 12 Grandview Circle Canonsburg, PA CIT Finance, LLC Centurion Parkway, N#100 Jacksonville, FL CIT Finance, LLC Centurion Parkway, N#100 Jacksonville, FL First National Bank of Omaha Attn: Kevin Gaughan 1620 Dodge Street Omaha, NE Kutak Rock LLP Attn: Lisa M. Peters 1650 Farnam Street Omaha, NE Gale Webb aka Gale Webb s Extreme Sports & Air Shows Tulita Lane Menifee, CA Title/Description of Contract Contract between Centimark Corporation and Vestis Retail Group, LLC dated August 29, 2016 Master Lease Agreement (USA) between EMC Corporation and Sport Chalet, Inc. dated September 7, 2010 Cost Per Image Rental Agreement between Eastern Mountain Sports and CIT Finance, LLC dated July 2013 Joint Marketing Agreement between Vestis Retail Group, LLC and First National Bank of Omaha dated October 23, 2015 Sponsorship Agreement between Gale Webb and Sport Chalet dated April 28, 2014 Rejection Date

8 Case LSS Doc 1348 Filed 05/26/17 Page 8 of 14 Counterparty Name and Address Konica Minolta Business Solutions U.S.A., Inc. 100 Williams Drive Ramsey, NJ Konica Minolta Business Solutions U.S.A., Inc. Attn: Branch General Manager 550 Marshall Phelps Road Windsor, CT Konica Minolta Business Solutions U.S.A., Inc. Attn: Wendy MacKechnie 500 Day Hill Road Windsor, CT Microsoft Corporation and its subsidiary Microsoft Licensing, GP th Ave. NE Redmond, WA Attn: Robert Toschev, General Manager 205 Garfield Ave. Location 069 Stratford, CT Parker Street Indian Orchard, MA Attn: Robert Toschev, General Manager 205 Garfield Ave. Location 069 Stratford, CT Parker Street Indian Orchard, MA Title/Description of Contract Master Lease Agreement (Contract No ) between Bob s Stores, LLC and Konica Minolta Business Solutions U.S.A., Inc. dated September 12, 2013 regarding Account Numbers & Microsoft Enterprise Enrollment Agreement between Microsoft Corporation and its subsidiary Microsoft Licensing, GP and Sport Chalet, Inc. Customer Service Agreement for rental services and mat rental between Bob s Stores, LLC and dated November 20, 2013 Customer Service Agreement for mat rental between EMS Operating Company, LLC and dated December 9, 2013 Rejection Date 2

9 Case LSS Doc 1348 Filed 05/26/17 Page 9 of 14 EXHIBIT B Blackline 01:

10 Case LSS Doc 1348 Filed 05/26/17 Page 10 of 14 UNITED STATES BANKRUPTCY COURT DISTRICT OF DELAWARE In re VRG Liquidating, LLC, et al., 1 Debtors. Chapter 11 Case No.: (LSS) (Jointly Administered) Re: Docket Nos , 1312 and 1 2 ORDER APPROVING THE REJECTION OF EXECUTORY CONTRACTS Pursuant to and in accordance with the Order Establishing Procedures for the Rejection of Executory Contracts and Unexpired Leases [Docket No. 285] (the Procedures Order ); 2 and the 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 District of Delaware dated February 29, 2012; and it appearing that this matter is a core proceeding pursuant to 28 U.S.C. 157(b)(2) and that the Court may enter a final order consistent with Article III of the United States Constitution; and it appearing that venue of these Cases and this matter is proper pursuant to 28 U.S.C and 1409; and the Debtors having properly filed and served a Notice of Rejection of Executory Contracts [Docket No. 1312] the Rejection Notice ) in accordance with the terms of the Procedures Order in respect of the rejection of the executory contracts set forth on Exhibit 1 hereto (the Contracts ); and no timely objections having been filed to the rejection of the Contractsbased on the representations of the Debtors set forth in the related certification of counsel; and it The Debtors and the last four digits of their respective federal taxpayer identification numbers are as follows: VRG Liquidating, LLC (f/k/a Vestis Retail Group, LLC) (1295); VRF Liquidating, LLC (f/k/a Vestis Retail Financing, LLC) (9362); EMSOC Liquidating, LLC (f/k/a EMS Operating Company, LLC) (2061); VIH Liquidating, LLC (f/k/a Vestis IP Holdings, LLC) (2459); BS Liquidating, LLC (f/k/a Bob s Stores, LLC) (4675); EMSA Liquidating, LLC (f/k/a EMS Acquisition LLC) (0322); SC Liquidating 2, LLC (f/k/a Sport Chalet, LLC) (0071); SCVS Liquidating, LLC (f/k/a Sport Chalet Value Services, LLC) (7320); and SCTS Liquidating, LLC (f/k/a Sport Chalet Team Sales, LLC) (8015). The Debtors executive headquarters are located at 160 Corporate Court, Meriden, CT Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Procedures Order. 01:

11 Case LSS Doc 1348 Filed 05/26/17 Page 11 of 14 appearing that due and adequate notice of the Procedures Order and the Rejection Notice has been given, and that no other or further notice need be given; and the Court having determined that the rejections provided for herein are an appropriate exercise of the Debtors business judgment; and after due deliberation, and good and sufficient cause appearing therefor, it is hereby ORDERED, ADJUDGED, AND DECREED THAT: 1. The Contracts listed on Exhibit 1 hereto are hereby rejected effective as of the dates set forth for such Contracts on Exhibit 1 (the Rejection Date ). 2. If any affected counterparty subject to this Order (the Rejection Claimant ) asserts a claim or claims against the Debtors arising from the rejection of the Contracts, such Rejection Claimant shall submit a proof of claim on or before the date that is 30 days after entry of this Order. If a Rejection Claimant does not timely file such proof of claim, such claimant will be forever barred from asserting a claim for such rejection damages. 3. The Debtors are authorized to take any action necessary or appropriate to implement the terms of this Order and the rejection without further order from this Court. 4. This Court shall retain exclusive jurisdiction and power to resolve any dispute arising from or related to this Order. Dated: May, 2017 Wilmington, Delaware Laurie Selber Silverstein United States Bankruptcy Judge 01:

12 Case LSS Doc 1348 Filed 05/26/17 Page 12 of 14 EXHIBIT 1 EXECUTORY CONTRACTS Counterparty Name and Address Centimark Roofing Company (Centimark Corporation) 12 Grandview Circle Canonsburg, PA CIT Finance, LLC Centurion Parkway, N#100 Jacksonville, FL CIT Finance, LLC Centurion Parkway, N#100 Jacksonville, FL First National Bank of Omaha Attn: Kevin Gaughan 1620 Dodge Street Omaha, NE Kutak Rock LLP Attn: Lisa M. Peters 1650 Farnam Street Omaha, NE Gale Webb aka Gale Webb s Extreme Sports & Air Shows Tulita Lane Menifee, CA Konica Minolta Business Solutions U.S.A., Inc. 100 Williams Drive Ramsey, NJ Konica Minolta Business Solutions U.S.A., Inc. Attn: Branch General Manager 550 Marshall Phelps Road Windsor, CT Konica Minolta Business Solutions Title/Description of Contract Contract between Centimark Corporation and Vestis Retail Group, LLC dated August 29, 2016 Master Lease Agreement (USA) between EMC Corporation and Sport Chalet, Inc. dated September 7, 2010 Cost Per Image Rental Agreement between Eastern Mountain Sports and CIT Finance, LLC dated July 2013 Joint Marketing Agreement between Vestis Retail Group, LLC and First National Bank of Omaha dated October 23, 2015 Sponsorship Agreement between Gale Webb and Sport Chalet dated April 28, 2014 Master Lease Agreement (Contract No ) between Bob s Stores, LLC and Konica Minolta Business Solutions U.S.A., Inc. dated September 12, 2013 regarding Account Numbers & Rejection Date 01:

13 Case LSS Doc 1348 Filed 05/26/17 Page 13 of 14 U.S.A., Inc. Attn: Wendy MacKechnie 500 Day Hill Road Windsor, CT Microsoft Corporation and its subsidiary Microsoft Licensing, GP th Ave. NE Redmond, WA Attn: Robert Toschev, General Manager 205 Garfield Ave. Location 069 Stratford, CT Parker Street Indian Orchard, MA Attn: Robert Toschev, General Manager 205 Garfield Ave. Location 069 Stratford, CT Parker Street Indian Orchard, MA Wells Fargo Vendor Financial Services, LLC f/k/a GE Capital c/o RICOH USA Attn: Kathryn Nicole Skinner 1738 Bass Road Macon, GA Wells Fargo Vendor Financial Services, LLC f/k/a GE Capital c/o RICOH USA Attn: Kathryn Nicole Skinner 1738 Bass Road Macon, GA Wells Fargo Vendor Financial Services, LLC f/k/a GE Capital c/o RICOH USA Attn: Kathryn Nicole Skinner 1738 Bass Road Macon, GA Microsoft Enterprise Enrollment Agreement between Microsoft Corporation and its subsidiary Microsoft Licensing, GP and Sport Chalet, Inc. Customer Service Agreement for rental services and mat rental between Bob s Stores, LLC and dated November 20, 2013 Customer Service Agreement for mat rental between EMS Operating Company, LLC and dated December 9, 2013 Equipment Lease between Wells Fargo Vendor Financial Services, LLC f/k/a GE Capital c/o RICOH USA and EMS Operating Company dated November 23, Lease No C88 Equipment Lease between Wells Fargo Vendor Financial Services, LLC f/k/a GE Capital c/o RICOH USA and EMS Operating Company dated November 23, Lease No C95 Equipment Lease between Wells Fargo Vendor Financial Services, LLC f/k/a GE Capital c/o RICOH USA and EMS Operating Company dated June 5, Lease No D54 01:

14 Case LSS Doc 1348 Filed 05/26/17 Page 14 of 14 Wells Fargo Vendor Financial Services, LLC f/k/a GE Capital c/o RICOH USA Attn: Kathryn Nicole Skinner 1738 Bass Road Macon, GA Wells Fargo Vendor Financial Services, LLC f/k/a GE Capital c/o RICOH USA Attn: Christine R. Etheridge WFVFS Bankruptcy PO Box Macon, GA Wells Fargo Vendor Financial Services, LLC f/k/a GE Capital c/o RICOH USA Attn: Christine R. Etheridge WFVFS Bankruptcy PO Box Macon, GA Equipment Lease between Wells Fargo Vendor Financial Services, LLC f/k/a GE Capital c/o RICOH USA and EMS Operating Company dated June 9, Lease No Equipment Lease between Wells Fargo Vendor Financial Services, LLC f/k/a GE Capital c/o RICOH USA and Bob s Stores, LLC. Lease No Equipment Lease between Wells Fargo Vendor Financial Services, LLC f/k/a GE Capital c/o RICOH USA and Bob s Stores, LLC dated July 14, Lease No :