Case GLT Doc 1532 Filed 05/11/18 Entered 05/11/18 12:02:14 Desc Main Document Page 1 of 7

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1 Document Page 1 of 7 FILED 5/11/18 9:22 am CLERK IN THE UNITED STATES BANKRUPTCY COURT FOR THE WESTERN DISTRICT OF PENNSYLVANIA U.S. BANKRUPTCY COURT - In re: Case No (GLT rue21, inc., et al., 1 Chapter 11 Reorganized Debtors. (Jointly Administered Certain named landlords, 2 Movants, v. rue21, inc. et al., Respondents. Related to Doc. Nos and 1260 STIPULATION AND AGREED ORDER BETWEEN REORGANIZED DEBTORS AND CERTAIN LANDLORDS NAMED IN MOTION OF ARC NPHUBOH001, ET AL. FOR ALLOWANCE AND PAYMENT OF ADMINISTRATIVE EXPENSE CLAIMS The above-captioned reorganized debtors (collectively, the Reorganized Debtors and, before the Effective Date 3 of the Plan, the Debtors and the Stipulating Landlords included in the request for payment of administrative claims [Docket No and supplemented at 1 The Reorganized Debtors in these chapter 11 cases, along with the last four digits of each Debtor s federal tax identification number, are: rue21, inc. (1645; Rhodes Holdco, Inc. (6922; r services llc (9425; and rue services corporation (0396. The location of the Reorganized Debtors service address is: 800 Commonwealth Drive, Warrendale, Pennsylvania The subject landlords (the Stipulating Landlords include those identified and more fully set forth in Exhibit A attached hereto holding an aggregate of fifty-four (54 of the fifty-six (56 claims that remain outstanding. 3 Capitalized terms used but not defined herein shall have the meanings set forth in the Debtors First Amended Joint Plan of Reorganization Pursuant to Chapter 11 of the Bankruptcy Code [Docket No. 695] (the Plan.

2 Document Page 2 of 7 Docket No. 1260] (the Administrative Claim Payment Request filed by ARC NPHUBOH001, LLC, et. al., hereby file this Stipulation and Agreed Order (the Stipulation. WHEREFORE, the Reorganized Debtors and the Stipulating Landlords stipulate and agree to the entry of an order approving the terms of a negotiated resolution (the Resolution resolving fifty-four (54 of the fifty-six (56 unresolved administrative claims. WHEREFORE, following the Court s entry of an order approving this Stipulation, the following two claims set forth in the Administrative Claim Payment Request remain unresolved: (1 Store No. 1300, Treasure Valley Marketplace in Nampa, ID; and (2 Store No. 1077, Solano Town Center in Fairfield, CA. WHEREFORE, the Reorganized Debtors and the Stipulating Landlords respectfully request that the Court approve this Stipulation and mark the claims set forth in Exhibit A resolved. Dated: May 10, 2018 /s/ Dustin Branch Dustin Branch BALLARD SPAHR LLP 2029 Century Park East, Suite 800 Los Angeles, CA Telephone: ( Facsimile: ( Counsel to the Stipulating Landlords /s/ Jared S. Roach Eric A. Schaffer (PA I.D. #30797 Jared S. Roach (PA I.D. # REED SMITH LLP 225 Fifth Avenue Pittsburgh, Pennsylvania Telephone: ( Facsimile: ( Local Counsel to the Reorganized Debtors 2

3 Document Page 3 of 7 EXHIBIT A Claims Subject to the Stipulation ARC NPHUBOH001 Store No North Park Center Huber Heights, OH Store No. 457 Riverbend Marketplace Asheville, NC Broadway Mall Owner, LLC Store No Broadway Mall Hicksville, NY C.E. John Company, Inc. Store No. 636 Willamette Town Center Salem, OR Store No Hazel Dell Marketplace Vancouver, WA Centennial Real Estate Company Store No. 556 Brazos Mall Lake Jackson, TX Store No Chico Mall Chico, CA Store No Connecticut Post Mall Milford, CT Store No. 944 Fox Valley Mall Aurora, IL Store No. 106 Hawthorn Mall Vernon Hills, IL Store No. 744 Pueblo Mall Pueblo, CO Store No Vancouver Mall Vancouver, WA CenterCal Properties, LLC Store No. 873 Valley Mall Union Gap, WA Deutsche Asset & Wealth Management Store No. 576 RiverGate Shopping Center Durango Mall LLC Charlotte, NC Store No Durango Mall Durango, CO GEM Realty Capital, Inc. Store No. 374 Valdosta Mall Valdosta, GA Goldman Sachs Realty Management, L.P.

4 Document Page 4 of 7 Store No Santa Maria Town Center KRE Colonie Owner, LLC Santa Maria, CA Store No Colonie Center Albany, NY The Macerich Company Store No. 252 Promenade at Casa Grande Casa Grande, AZ Store No Desert Sky Mall Phoenix, AZ Store No. 413 Eastland Mall Evansville, IN Store No. 22 Fashion Outlets Niagara Falls Niagara, NY Store No Inland Center San Bernardino, CA Store No Lakewood Center Lakewood, CA Store No Northpark Mall Davenport, IA Store No. 345 Southpark Mall Moline, IL Store No Southridge Mall Des Moines, IA Store No Superstition Springs Mesa, AZ Store No. 746 Towne Mall Elizabethtown, NY Store No. 468 Valley Mall Harrisonburg, VA Store No Valley River Center Eugene, OR Store No. 121 Wilton Mall Sarasota Springs, NY PGIM Real Estate Store No Harbour View East Suffolk, VA Store No. 503 Southern Hills Mall Sioux City, IA SIMA Management Corporation Store No. 749 Cascade Village Bend, OR Starwood Retail Partners LLC Store No Chicago Ridge Chicago Ridge, IL Store No Franklin Park Toledo, OH Store No. 928 Great Northern Mall North Olmsted, OH Store No Louis Joliet Joliet, IL Store No MacArthur Center Norfolk, VA 2

5 Document Page 5 of 7 Store No Northridge Center Northridge, CA Store No. 840 Parkway Plaza El Cajon, CA Store No. 806 Plaza West Covina West Covina, CA Store No Southlake Mall Merrillville, IN Store No Southpark Mall Strongville, OH Store No. 557 Promenade at Bolingbrook, IL Bolingbrook Southgate Mall Associates, LLP Store No Southgate Mall Missoula, MT Vintage Real Estate LLC Store No. 750 Heritage Mall Albany, OR Store No South Bay Pavilion Carson, CA Store No. 876 Southlake Mall Morrow, GA Store No The Mall at Whitney Leominster, MA Field Store No. 748 Wenatchee Valley Mall East Wenatchee, WA White Plains Galleria Limited Partnership Store No Galleria at White Plains White Plains, NY YTC Mall Owner, LLC Store No Yorktown Center Lombard, IL 3

6 Document Page 6 of 7 IN THE UNITED STATES BANKRUPTCY COURT FOR THE WESTERN DISTRICT OF PENNSYLVANIA In re: Case No (GLT rue21, inc., et al., 1 Chapter 11 Reorganized Debtors. (Jointly Administered Certain named landlords, 2 Movants, Related to Doc. Nos and 1260 v. rue21, inc. et al., Respondents. ORDER APPROVING STIPULATION AND NOW, this 11th day of May, 2018, upon consideration of the Stipulation and Agreed Order Between Reorganized Debtors and Certain Landlords Named in Motion of ARC NPHUBOH001, et al., for Allowance and Payment of Administrative Expense Claims [Dkt. No. 1531] (the Stipulation, it is hereby ORDERED that the Stipulation is GRANTED pursuant to the terms agreed upon between the Parties as provided in the Stipulation. 1 The Reorganized Debtors in these chapter 11 cases, along with the last four digits of each Debtor s federal tax identification number, are: rue21, inc. (1645; Rhodes Holdco, Inc. (6922; r services llc (9425; and rue services corporation (0396. The location of the Reorganized Debtors service address is: 800 Commonwealth Drive, Warrendale, Pennsylvania The subject landlords (the Stipulating Landlords include those identified and more fully set forth in Exhibit A attached hereto holding an aggregate of fifty-four (54 of the fifty-six (56 claims that remain outstanding. 4

7 Document Page 7 of 7 Order Prepared by Reed Smith LLP (Local Counsel to the Reorganized Debtors BY THE COURT: Date: 5/11/18 cm: Jared Roach, Esq. The Honorable Judge Gregory L. Taddonio United States t Bankruptcy Judge 5

8 Case GLT Doc Filed 05/11/18 Entered 05/11/18 12:02:14 Desc BNC PDF Notice: Notice Recipients Page 1 of 1 Notice Recipients District/Off: User: gamr Date Created: 5/11/2018 Case: GLT Form ID: pdf900 Total: 1 Recipients submitted to the BNC (Bankruptcy Noticing Center: db rue21, inc. 800 Commonwealth Drive Warrendale, PA TOTAL: 1