Case GLT Doc 882 Filed 08/15/17 Entered 08/15/17 16:29:43 Desc Main Document Page 1 of 5

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1 Document Page 1 of 5 IN THE UNITED STATES BANKRUPTCY COURT FOR THE WESTERN DISTRICT OF PENNSYLVANIA In re: rue21, inc., et al., 1 Case No (GLT Debtors. Chapter 11 (Jointly Administered rue21, inc., et al., Movants, Related to Document No. 825 v. No Respondent. Respondent. DEBTORS MOTION FOR LEAVE TO FILE FEE LETTER UNDER SEAL rue21, inc. and its debtor affiliates, as debtors and debtors in possession in the above-captioned chapter 11 cases (collectively, the Debtors, 2 pursuant to W.PA.LBR The 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 Debtors service address is: 800 Commonwealth Drive, Warrendale, Pennsylvania A detailed description of the Debtors and their business is set forth in greater detail in the Declaration of Todd M. Lenhart, Acting Chief Financial Officer and Senior Vice President of Accounting of rue21, inc. in Support of Chapter 11 Petitions and First Day Motions [Docket No. 8], filed contemporaneously with the Debtors voluntary petitions for relief filed under chapter 11 of title 11 of the United States Code, 11 U.S.C (the Bankruptcy Code, on May 15, 2017 (the Petition Date, as supplemented by the Addendum to Declaration of Todd M. Lenhart, Acting Chief Financial Officer and Senior Vice President of Accounting of Rue21, Inc., In Support of Debtors Chapter 11 Petitions and First Day Motions [Docket No. 194] (the First Day Declaration. The First Day Declaration is fully incorporated herein by reference.

2 Document Page 2 of 5 20, hereby file this Motion for Leave to File Fee Letter Under Seal (this Motion. 3 The Debtors state the following in support of this Motion: Relief Requested 1. By this Motion, the Debtors seek entry of an order substantially in the form attached hereto as Exhibit A authorizing the Debtors to file the Fee Letter with this Court under seal. Jurisdiction and Background 2. The United States Bankruptcy Court for the Western District of Pennsylvania (the Bankruptcy Court has jurisdiction over this matter pursuant to 28 U.S.C. 157 and This is a core proceeding pursuant to 28 U.S.C. 157(b. The Debtors confirm their consent, pursuant to rule 7008 of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules, to the entry of a final order by the Bankruptcy Court in connection with this Motion to the extent that it is later determined that the Bankruptcy Court, absent consent of the parties, cannot enter final orders or judgments in connection herewith consistent with Article III of the United States Constitution. 3. Venue is proper pursuant to 28 U.S.C and The bases for the relief sought herein are sections 105 of title 11 of the Bankruptcy Code, and rule of the Local Bankruptcy Rules of the United States Bankruptcy Court for the Western District of Pennsylvania (the W.PA.LBR. Basis for Relief 5. On the Petition Date, each of the Debtors filed a voluntary petition for relief under chapter 11 of the Bankruptcy Code. The Debtors are operating their businesses and managing 3 The Fee Letter is defined as that certain letter dated as of August 5, 2017 by and between Bank of America, N.A., Merrill Lynch, Pierce, Fenner & Smith Incorporated, and rue21, inc.

3 Document Page 3 of 5 their properties as debtors in possession pursuant to section 1107(a and 1108 of the Bankruptcy Code. On May 17, 2017, the court entered an order [Docket No. 120] authorizing joint administration and procedural consolidation of these chapter 11 cases pursuant to Bankruptcy Rule 1015(b. 6. On August 4, 2017, the Debtors filed the Expedited Consent Motion for Entry of an Order Authorizing the Debtors to Incur and Pay Fees, Expenses, and Indemnification Obligations in Connection with Proposed Exit Financing Facility (the Consent Motion [Docket No. 825]. 7. On August 7, 2017, the Court entered the Notice and Order Setting Hearing on Expedited Basis [Docket No. 835], pursuant to which the court scheduled a hearing on the Consent Motion for August 16, 2017, at 2:00 p.m. and an objection deadline of August 15, 2017, at 12:00 p.m. 8. On August 15, 2017, the Debtors filed the Certificate of No Objection Regarding the Expedited Consent Motion for Entry of an Order Authorizing the Debtors to Incur and Pay Fees, Expenses, and Indemnification Obligations in Connection with Proposed Exit Financing Facility (the Certificate of No Objection [Docket No. 878]. 9. Shortly after filing the Certificate of No Objection, the Court entered the Order on Expedited Consent Motion for Entry of an Order Authorizing the Debtors to Incur and Pay Fees, Expenses, and Indemnification Obligations in Connection with Proposed Exit Financing Facility (the Order [Docket No. 879]. The Order directs the Debtors to file the Fee Letter referenced in the Consent Motion. 10. The Debtors file this request for authorization to file the Fee Letter under seal in this Court because the terms of the Fee Letter are not publically available and contain sensitive

4 Document Page 4 of 5 information. Accordingly, the Debtors respectfully requests that the Court grant it leave to file the Fee Letter under seal. For the avoidance of doubt, the Debtors have provided a copy of the Fee Letter to the Official Committee of Unsecured Creditors. 11. Furthermore, the Debtors respectfully request that the Fee Letter remain under seal through and past the final resolution of this matter, including during any period of appeal taken by any party to this case, or until such time as the Fee Letter is made publically available, except as otherwise ordered by this Court or required by law. Motion Practice 12. This Motion is accompanied by a proposed Order attached hereto as Exhibit A. Accordingly, the Debtors submit that this Motion satisfies W.PA.LBR (a and Notice 13. The Debtors will provide notice of this Motion to: (a U.S. Trustee; (b counsel to the Creditors Committee; (c counsel to the ABL Agent and the DIP ABL Agent; (d counsel to the Term Loan Agent and the DIP Term Loan Agent; (e counsel to the Indenture Trustee; (f counsel to Apax Partners, L.P.; (g the United States Attorney s Office for the Western District of Pennsylvania; (h the Internal Revenue Service; (i the office of the attorneys general for the states in which the Debtors operate; (j the Securities and Exchange Commission; and (k any party that has requested notice pursuant to Bankruptcy Rule The Debtors submit that, in light of the nature of the relief requested, no other or further notice need be given.

5 Document Page 5 of 5 other court. No Prior Request 14. No prior request for the relief sought in this Motion has been made to this or any WHEREFORE, the Debtors respectfully request this Court to enter an order authorizing the filing under seal of the Fee Letter. Pittsburgh, Pennsylvania Dated: August 15, 2017 Jonathan S. Henes, P.C. (pro hac vice Robert A. Britton (pro hac vice George Klidonas (pro hac vice KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 601 Lexington Avenue New York, New York Telephone: ( Facsimile: ( Counsel to the Debtors and Debtors in Possession /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 Debtors and Debtors in Possession

6 Case GLT Doc Filed 08/15/17 Entered 08/15/17 16:29:43 Desc Proposed Order Page 1 of 3 EXHIBIT A (Proposed Order

7 Case GLT Doc Filed 08/15/17 Entered 08/15/17 16:29:43 Desc Proposed Order Page 2 of 3 IN THE UNITED STATES BANKRUPTCY COURT FOR THE WESTERN DISTRICT OF PENNSYLVANIA In re: Case No (GLT rue21, inc., et al., 1 Chapter 11 Debtors. (Jointly Administered rue21, inc., et al., Related to Docket No. Movants, v. No Respondent. Respondent. ORDER GRANTING DEBTORS MOTION TO FILE FEE LETTER UNDER SEAL Upon the motion (the Motion 2 of the above-captioned debtors and debtors-inpossession (collectively, the Debtors for entry of an order (this Order permitting the Debtors to file the Fee Letter under seal; all as more fully set forth in the Motion; and this Court having jurisdiction over this matter pursuant to 28 U.S.C. 157 and 1334; and this Court having found that this is a core proceeding pursuant to 28 U.S.C. 157(b; and this Court having found that it may enter a final order consistent with Article III of the United States Constitution; and this Court having found that venue of this proceeding and the Motion in this district is proper 1 The 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 Debtors service address is: 800 Commonwealth Drive, Warrendale, Pennsylvania Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Motion.

8 Case GLT Doc Filed 08/15/17 Entered 08/15/17 16:29:43 Desc Proposed Order Page 3 of 3 pursuant to 28 U.S.C and 1409; and this Court having found that the Debtors notice of the Motion and opportunity for a hearing on the Motion were appropriate under the circumstances and that no other notice need be provided; and this Court having determined that the legal and factual bases set forth in the Motion establish just cause for the relief granted herein; and upon all of the proceedings had before this Court; and after due deliberation and sufficient cause appearing therefor, it is HEREBY ORDERED THAT: 1. The Motion is granted as set forth herein. 2. The Fee Letter shall be filed under seal. 3. The docket entry for the Fee Letter filed under seal shall describe the document as follows: The Fee Letter dated as of August 5, 2017 by and between Bank of America, N.A., Merrill Lynch, Pierce, Fenner & Smith Incorporated, and rue21, inc. 4. The Debtors are authorized to take all actions necessary to effectuate the relief granted in this Order in accordance with the Motion. 5. This Court retains jurisdiction with respect to all matters arising from or related to the implementation, interpretation, and enforcement of this Order. Prepared by: Reed Smith LLP (Local Counsel to the Debtors and Debtors in Possession Pittsburgh, Pennsylvania Dated: August, 2017 THE HONORABLE GREGORY L. TADDONIO UNITED STATES BANKRUPTCY JUDGE 2