Case GLT Doc 779 Filed 07/26/17 Entered 07/26/17 14:58:29 Desc Main Document Page 1 of 5

Transcription

1 Case GLT Doc 779 Filed 07/26/17 Entered 07/26/17 14:58:29 Desc Main Document Page 1 of 5 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., Movants, v. ATRCorinth Forest, LLC, et al. 2 Respondent. NOTICE OF REJECTION OF CERTAIN UNEXPIRED LEASES PLEASE TAKE NOTICE that on June 13, 2017, the United States Bankruptcy Court for the Western District of Pennsylvania (the Bankruptcy Court entered an order on the motion (the Motion 3 of the above-captioned debtors and debtors in possession (collectively, the Debtors, approving procedures for the rejection, assumption, or assumption and assignment of executory contracts and unexpired leases and granting related relief [Docket 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 The other Respondents are: Chapel Hill Mall Realty Holding, LLC, Clearview Ponca City, L.P., Fountain Place Shopping Center, Glenwood Springs Mall LLP, Harford Mall Business Trust, Jasper Retail Group L.L.C., JPMCC 2006-LDP7 Centro Enfield, LLC, Lenoir Colony Limited Partnership, Luko Management, MP Elko LLC, Pengould, LLC, Pine Bluff Commercial LLC, Pine Tree Commercial Realty, LLC, Rubenstein Real Estate Co., LLC, Shoppes at Trickum, LLC, WRS, Inc., WSPGB Mall, LLC 3 Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Motion.

2 Case GLT Doc 779 Filed 07/26/17 Entered 07/26/17 14:58:29 Desc Main Document Page 2 of 5 No. 533] (the Procedures Order. A copy of the Procedures Order is attached hereto as Exhibit 1. PLEASE TAKE FURTHER NOTICE that, pursuant to the Procedures Order and by this written notice (this Rejection Notice, the Debtors hereby notify you that they have determined, in the exercise of their business judgment, that each Contract set forth on Exhibit 2 attached hereto is hereby rejected effective as of the date (the Rejection Date set forth in Exhibit 2, or such other date as the Debtors and the counterparty or counterparties to any such Contract agree. PLEASE TAKE FURTHER NOTICE that parties seeking to object to the proposed rejection of any of the Contracts must file and serve a written objection so that such objection is filed with the Bankruptcy Court on the docket of the Debtors chapter 11 cases and is actually received by the Debtors and their counsel no later than fourteen days after the date that the Debtors served this Notice and the Debtors shall cause the following parties to be served: (i the U.S. Trustee; (ii counsel for the Committee; (iii counsel to the ABL Agent and the DIP ABL Agent; (iv counsel to the Term Loan Agent and the DIP Term Loan Agent; (v counsel to the Ad Hoc Cross-Holder Group; and (vi counsel to the Sponsor Entities (each as defined in the Debtors Ex Parte Motion for Designation as a Complex Chapter 11 Bankruptcy Case [Docket No. 5] (the Complex Case Motion. Only those responses that are timely filed, served, and received will be considered at any hearing. PLEASE TAKE FURTHER NOTICE that, absent an objection being timely filed, the rejection of each Contract shall become effective on the Rejection Date set forth in Exhibit 2, or such other date as the Debtors and the counterparty or counterparties to such Contract agree. 4 4 An objection to the rejection of any particular Contract listed in this Rejection Notice shall not constitute an objection to the rejection of any other contract or lease listed in this Rejection Notice. Any objection to the 2

3 Case GLT Doc 779 Filed 07/26/17 Entered 07/26/17 14:58:29 Desc Main Document Page 3 of 5 PLEASE TAKE FURTHER NOTICE that, if an objection to the rejection of any Contract is timely filed and not withdrawn or resolved, the Debtors shall file a notice for a hearing to consider the objection for the Contract or Contracts to which such objection relates. If such objection is overruled or withdrawn, such Contract or Contracts shall be rejected as of (a the Rejection Date set forth in Exhibit 2, (b such other date as the Debtors and the counterparty or counterparties to any such Contract agree, or (c such date as is otherwise determined by the Court as set forth in any such order related to such objection. PLEASE TAKE FURTHER NOTICE that, pursuant to the terms of the Procedures Order, if the Debtors have deposited monies with a Contract counterparty as a security deposit or other arrangement, the Contract counterparty may not set off or recoup or otherwise use such monies without further order of the Bankruptcy Court, unless the Debtors and the counterparty or counterparties to such Contracts otherwise agree. PLEASE TAKE FURTHER NOTICE that, absent timely objection, any personal property of the Debtors that is listed and described in Exhibit 2 shall be deemed abandoned as of the Rejection Date. PLEASE TAKE FURTHER NOTICE that, to the extent you wish to assert a claim with respect to rejection of your Contract or Contracts, you must do so by the later of (a the claims bar date established in these chapter 11 cases, if any, and (b 30 days after the Rejection Date. IF YOU FAIL TO TIMELY SUBMIT A PROOF OF CLAIM IN THE APPROPRIATE FORM BY THE DEADLINE SET FORTH HEREIN, YOU WILL BE FOREVER BARRED, ESTOPPED, AND ENJOINED FROM (1 ASSERTING SUCH rejection of any particular Contract listed in this Rejection must state with specificity the Contract to which it is directed. For each particular Contract whose rejection is not timely or properly objected to, such rejection will be effective in accordance with this Rejection Notice and the Order. 3

4 Case GLT Doc 779 Filed 07/26/17 Entered 07/26/17 14:58:29 Desc Main Document Page 4 of 5 CLAIM AGAINST ANY OF THE DEBTORS AND THEIR CHAPTER 11 ESTATES, (2 VOTING ON ANY CHAPTER 11 PLAN OF REORGANIZATION FILED IN THESE CASES ON ACCOUNT OF SUCH CLAIM, AND (3 PARTICIPATING IN ANY DISTRIBUTION IN THE DEBTORS CHAPTER 11 CASES ON ACCOUNT OF SUCH CLAIM. 4

5 Case GLT Doc 779 Filed 07/26/17 Entered 07/26/17 14:58:29 Desc Main Document Page 5 of 5 Dated: July 26, 2017 Jonathan S. Henes, P.C. (admitted pro hac vice Nicole L. Greenblatt, P.C. (pro hac vice admission pending Robert A. Britton (admitted pro hac vice George Klidonas (admitted pro hac vice KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 601 Lexington Avenue New York, New York Telephone: ( Facsimile: ( /s/ Eric A. Schaffer 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 Counsel to the Debtors and Debtors in Possession 5

6 Case GLT Doc Filed 07/26/17 Entered 07/26/17 14:58:29 Desc Exhibit 1 Page 1 of 24 EXHIBIT 1 Procedures Order

7 Case GLT Doc Doc Filed Filed 06/13/17 07/26/17 Entered Entered 06/13/17 07/26/17 14:51:58 14:58:29 FILED Desc Desc Main Document Exhibit 1 Page 21 of of /13/17 2:29 pm CLERK U.S. BANKRUPTCY IN THE UNITED STATES BANKRUPTCY COURT 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. 164, 512 and 532 Movants, Agenda No. 456, section II.2 v. No Respondent. Respondent. MODIFIED ORDER (I AUTHORIZING AND APPROVING PROCEDURES TO REJECT OR ASSUME EXECUTORY CONTRACTS AND UNEXPIRED LEASES, (II GRANTING RELATED RELIEF AND (III VACATING ORDER Upon the motion (the Motion 2 of the above-captioned debtors and debtors in possession (collectively, the Debtors for entry of an order (this Order : (a authorizing and approving procedures for rejecting or assuming executory contracts and unexpired leases; and (b granting related relief, all as more fully set forth in the Motion; and upon the First Day Declaration; 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 matter 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 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 Document Exhibit 1 Page 32 of of 2423 States Constitution; and this Court having found that venue of this proceeding and the Motion in this district is proper 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 reviewed the Motion and having heard the statements in support of the relief requested therein at a hearing before this Court (the Hearing ; and this Court having determined that the legal and factual bases set forth in the Motion and at the Hearing 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 to the extent set forth herein. 2. The following procedures (the Rejection Procedures are approved in connection with rejecting Contracts: a. Rejection Notice. The Debtors shall file a notice in the form attached to the Motion as Exhibit B (the Rejection Notice to reject a Contract or Contracts pursuant to section 365 of the Bankruptcy Code, which Rejection Notice shall set forth, among other things: (i the Contract or Contracts to be rejected; (ii the names and addresses of the counterparties to such Contracts; (iii the effective date of the rejection for each such Contract (the Rejection Date ; (iv if any such Contract is a lease, the personal property to be abandoned, if any at the leased location, and if practicable an estimate of the book value of such property; and (v the deadlines and procedures for filing objections to the Rejection Notice (as set forth below. The Rejection Notice may list multiple Contracts; provided that the number of counterparties to Contracts listed on the Rejection Notice shall be limited to no more than 100. b. Service of Rejection Notice. The Debtors will cause the Rejection Notice to be served by overnight delivery service upon the Contract counterparties affected by the Rejection Notice, and by first class mail, , or fax upon: (i the Master Service List and (ii the 2002 List (each as defined in the Debtors Ex Parte Motion for Designation as a Complex Chapter 11 Bankruptcy Case [Docket No. 5] (the Complex Case Motion. 2

9 Document Exhibit 1 Page 43 of of 2423 c. Objection Procedures. Parties objecting to a proposed rejection must file and serve a written objection so that such objection is filed with the Bankruptcy Court on the docket of the Debtors chapter 11 cases and actually received by the Debtors and their counsel no later than fourteen days after the date the Debtors serve the relevant Rejection Notice (the Rejection Objection Deadline and the Debtors shall cause the following parties to be served: (i the U.S. Trustee; (ii counsel for the Committee; (iii counsel to the ABL Agent and the DIP ABL Agent; (iv counsel to the Term Loan Agent and the DIP Term Loan Agent; (v counsel to the Ad Hoc Cross-Holder Group; and (vi counsel to the Sponsor Entities (collectively, the Objection Service Parties. d. No Objection. If no objection to the rejection of any Contract is timely filed, each Contract listed in the applicable Rejection Notice shall be rejected as of the Rejection Date set forth in the Rejection Notice (which may be any time from or after the date of service of the Rejection Notice or such other date as the Debtors and the counterparty or counterparties to such Contracts agree provided, however that the Rejection Date for a rejection of a lease of non-residential real property shall not occur until the later of (i the Rejection Date set forth in the Rejection Notice and (ii the date the Debtors relinquish control of the premises by notifying the affected landlord in writing of the Debtors surrender of the premises and (A turning over keys, key codes, and security codes, if any, to the affected landlord or (B notifying the affected landlord in writing that the keys, key codes, and security codes, if any, are not available, but the landlord may rekey the leased premises; provided, further that the Rejection Date for a rejection of a lease of non-residential real property shall not occur earlier than the date the Debtors filed and served the applicable Rejection Notice. e. Unresolved Objections. If an objection to the rejection of any Contracts listed in the applicable Rejection Notice is timely filed and not withdrawn or resolved, the Debtors shall file a notice for a hearing to consider the objection for the Contract or Contracts to which such objection relates. If such objection is overruled or withdrawn, such Contract or Contracts shall be rejected as of (a the Rejection Date set forth in the Rejection Notice, (b such other date as the Debtors and the counterparty to such Contract agree, or (c such date as is otherwise determined by the Court as set forth in any such order related to such objection. 3

10 Document Exhibit 1 Page 54 of of 2423 f. No Application of Security Deposits. If the Debtors have deposited monies with a Contract counterparty as a security deposit or other arrangement, such Contract counterparty may not setoff, recoup, or otherwise use such monies without further order of the Bankruptcy Court, unless the Debtors and the counterparty or counterparties to such Contract otherwise agree; provided, however that any such Contract counterparty may file one or more proofs of claim in these Cases in accordance with the terms of any bar date order entered by this Court. g. Abandoned Property. The Debtors are authorized, but not directed, at any time before the applicable Rejection Date, to remove or abandon any of the Debtors personal property that may be located on the Debtors leased premises that have been vacated by the Debtors and that are subject to a rejected Contract. The Debtors shall generally describe the abandoned personal property in the Rejection Notice and shall separately provide notice of its intent to abandon property to (i the Committee; (ii counsel to the DIP ABL Agent; and (iii counsel to the DIP Term Loan Agent.. Absent a timely objection, the property will be deemed abandoned free and clear of all liens, claims, encumbrances, interests, and rights of third parties pursuant to section 554 of the Bankruptcy Code, as is, effective as of the Rejection Date. For the avoidance of doubt, any and all property located on the Debtors leased premises on the Rejection Date of the applicable lease of non-residential real property shall be deemed abandoned pursuant to section 554 of the Bankruptcy Code, as is, effective as of the Rejection Date. As of the date of the Rejection Notice, Landlords, may, in their sole discretion and without further notice or order of this Court, utilize and / or dispose of such property, whether prior to or after expiration of the applicable objection period, without liability to the Debtors or third parties and, to the extent applicable, the automatic stay is modified to allow such disposition. h. Rejection Damages. Claims arising out of the rejection of Contracts, if any, must be filed on or before the later of: (i the deadline for filing proofs of claim established in these chapter 11 cases, and (ii 30 days after the Rejection Date. If no proof of claim is timely filed, such claimant shall be forever barred from asserting a claim for damages arising from the rejection and from participating in any distributions on such a claim that may be made in connection with these chapter 11 cases. 3. The following procedures (the Assumption Procedures are approved in connection with assuming and (except with respect to leases of non-residential real property assuming and assigning Contracts: 4

11 Document Exhibit 1 Page 65 of of 2423 a. Assumption Notice. The Debtors shall file a notice in the form attached to the Motion as Exhibit C (the Assumption Notice to assume a Contract or Contracts pursuant to section 365 of the Bankruptcy Code, which shall set forth, among other things: (i the Contract or Contracts to be assumed; (ii the names and addresses of the counterparties to such Contracts; (iii the identity of the proposed assignee of such Contracts (the Assignee, if applicable; (iv the effective date of the assumption for each such Contract (the Assumption Date ; (v the proposed cure amount, if any for each such Contract; (vi a description of any material amendments to the Contract made outside of the of business; and (vii the deadlines and procedures for filing objections to the Assumption Notice (as set forth below. The Assumption Notice may list multiple Contracts; provided that the number of counterparties to Contracts listed on the Assumption Notice shall be limited to no more than 100. b. Service of Assumption Notice. The Debtors will cause the Assumption Notice to be served by overnight delivery service upon the Contract counterparties affected by the Assumption Notice and by first class mail, , or fax upon: (i the Master Service List and (ii the 2002 List (each as defined in the Complex Case Motion. 3 c. Objection Procedures. Parties objecting to a proposed assumption must file and serve a written objection so that such objection is filed with the Bankruptcy Court and actually received by the Debtors and their counsel no later than fourteen days after the date the Debtors serve the applicable Assumption Notice (the Assumption Objection Deadline and the Debtors shall cause the Objection Service Parties to be served. d. No Objection. If no objection to the assumption of any Contract is timely filed, each Contract shall be assumed as of the Assumption Date set forth in the applicable Assumption Notice or such other date as the Debtors and the counterparty or counterparties to such Contract agree and the proposed cure amount shall be binding on all counterparties to such Contract and no amount in excess thereof shall be paid for cure purposes; provided, however that each cure amount shall be paid within three (3 business days of assumption of the applicable Contract. 3 The Debtors shall serve a counterparty to a Contract to be assumed under the Contract Procedures with evidence of adequate assurance upon such counterparty s written request to the Debtors counsel. 5

12 Document Exhibit 1 Page 76 of of 2423 e. Unresolved Objections. If an objection to the assumption of any Contract is timely filed and not withdrawn or resolved, the Debtors shall file a notice for a hearing to consider the objection for the Contract or Contracts to which such objection relates. If such objection is overruled or withdrawn, such Contract or Contracts shall be assumed as of (a the Assumption Date set forth in the Assumption Notice, (b such other date as the Debtors and the counterparty or counterparties to such Contract agree, or (c such date as is otherwise determined by the Court as set forth in any such order related to such objection. 4. With regard to Contracts (except with respect to leases of non-residential real property to be assigned, pursuant to section 363(f of the Bankruptcy Code, the assignment of any Contract shall: (a be free and clear of (i all liens (and any liens shall attach to the proceeds of such assignment in the same order and priority subject to all existing defenses, claims, setoffs, and rights and (ii any and all claims (as that term is defined in section 101(5 of the Bankruptcy Code, obligations, demands, guarantees of or by the Debtors, debts, rights, contractual commitments, restrictions, interests, and matters of any kind and nature, whether arising prior to or subsequent to the commencement of these chapter 11 cases, and whether imposed by agreement, understanding, law, equity, or otherwise (including, without limitation, claims, and encumbrances (A that purport to give to any party a right or option to effect any forfeiture, modification, or termination of the interest of any Debtor or Assignee, as the case may be, in the Contract(s, or (B in respect of any taxes; and (b constitutes a legal, valid, and effective transfer of such Contract(s and vests the applicable Assignee with all rights, titles, and interests to the applicable Contract(s. 5. Except with respect to leases of non-residential real property, subject to the other provisions of this Order (including the aforementioned Assumption Procedures, the Debtors are hereby authorized in accordance with sections 365(b and (f of the Bankruptcy Code to (a assume and assign to any Assignees any applicable Contract, with any applicable Assignee being responsible only for the post-assignment liabilities or defaults under the applicable Contract 6

13 Document Exhibit 1 Page 87 of of 2423 except as otherwise provided for in this Order and (b execute and deliver to any applicable Assignee such assignment documents as may be reasonably necessary to sell, assign, and transfer any such Contract. 6. The Debtors right to assert that any provisions in the Contract that expressly or effectively restrict, prohibit, condition, or limit the assignment of or the effectiveness of the Contract are unenforceable anti-assignment or ipso facto clauses is fully reserved. 7. Approval of the Contract Procedures and this Order will not prevent the Debtors from seeking to reject or assume a Contract by separate motion. 8. Notwithstanding anything to the contrary contained herein, any assumption, assumption and assignment, or rejection by the Debtors pursuant to the authority granted in this Order must be in compliance with, and shall be subject to, the requirements imposed on the Debtors under the orders approving the Debtors postpetition financing facilities and use of cash collateral, the documentation in respect of such postpetition financing facilities and the budget governing such postpetition financing. 9. The Debtors are authorized to take all actions necessary to effectuate the relief granted pursuant to this Order in accordance with the Motion. 10. The 14-day stay required of any assignment of any Contract pursuant to Bankruptcy Rule 6006(d is hereby waived. 11. All rights and defenses of the Debtors are preserved, including all rights and defenses of the Debtors with respect to a claim for damages arising as a result of a Contract rejection, including any right to assert an offset, recoupment, counterclaim, or deduction. In addition, nothing in this Order or the Motion shall limit the Debtors ability to subsequently assert that any particular Contract is terminated and is no longer an executory contract or unexpired lease, respectively. 7

14 Document Exhibit 1 Page 98 of of Notice of the Motion as provided therein is deemed good and sufficient notice of such Motion and the requirements of Bankruptcy Rule 6004(a and the local rules of this Court are satisfied by such notice. 13. Notwithstanding anything to the contrary, the terms and conditions of this Order are immediately effective and enforceable upon its entry. 14. The Debtors are authorized to take all actions necessary to effectuate the relief granted in this Order in accordance with the Motion. 15. This Court retains jurisdiction with respect to all matters arising from or related to the implementation, interpretation, and enforcement of this Order. 16. The Order dated June 12, 2017 [Dkt. No. 512] is hereby VACATED. Prepared by: Kirkland & Ellis LLP (proposed counsel to the Debtors and Debtors in Possession Pittsburgh, Pennsylvania Dated: June, cm: Eric Schaffer, Esq. THE HONORABLE GREGORY L. TADDONIO UNITED STATES BANKRUPTCY JUDGE 8

15 Document Exhibit 1 Page 109 of of EXHIBIT B Rejection Notice

16 Document Exhibit 1 Page 110 of of 2423 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., Movants, v. [respondents] Respondent. NOTICE OF REJECTION OF [A] CERTAIN EXECUTORY CONTRACT[S] [AND/OR UNEXPIRED LEASES] PLEASE TAKE NOTICE that on [ ], 2017, the United States Bankruptcy Court for the Western District of Pennsylvania (the Bankruptcy Court entered an order on the motion (the Motion 2 of above-captioned debtors and debtors in possession (collectively, the Debtors, approving procedures for the rejection, assumption, or assumption and assignment of executory contracts and unexpired leases and granting related relief [Docket No. ] (the Procedures Order. A copy of the Procedures Order is attached hereto as Exhibit 1. 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.

17 Document Exhibit 1 Page 1211 of of 2423 PLEASE TAKE FURTHER NOTICE that, pursuant to the Procedures Order and by this written notice (this Rejection Notice, the Debtors hereby notify you that they have determined, in the exercise of their business judgment, that each Contract set forth on Exhibit 2 attached hereto is hereby rejected effective as of the date (the Rejection Date set forth in Exhibit 2, or such other date as the Debtors and the counterparty or counterparties to any such Contract agree. PLEASE TAKE FURTHER NOTICE that parties seeking to object to the proposed rejection of any of the Contracts must file and serve a written objection so that such objection is filed with the Bankruptcy Court on the docket of the Debtors chapter 11 cases and is actually received by the Debtors and their counsel no later than fourteen days after the date that the Debtors served this Notice and the Debtors shall case the following parties to be served: (i the U.S. Trustee; (ii counsel for the Committee; (iii counsel to the ABL Agent and the DIP ABL Agent; (iv counsel to the Term Loan Agent and the DIP Term Loan Agent; (v counsel to the Ad Hoc Cross-Holder Group; and (vi counsel to the Sponsor Entities (each as defined in the Debtors Ex Parte Motion for Designation as a Complex Chapter 11 Bankruptcy Case [Docket No. 5] (the Complex Case Motion. Only those responses that are timely filed, served, and received will be considered at any hearing. PLEASE TAKE FURTHER NOTICE that, absent an objection being timely filed, the rejection of each Contract shall become effective on the Rejection Date set forth in Exhibit 2, or such other date as the Debtors and the counterparty or counterparties to such Contract agree. 3 3 An objection to the rejection of any particular Contract listed in this Rejection Notice shall not constitute an objection to the rejection of any other contract or lease listed in this Rejection Notice. Any objection to the rejection of any particular Contract listed in this Rejection must state with specificity the Contract to which it is directed. For each particular Contract whose rejection is not timely or properly objected to, such rejection will be effective in accordance with this Rejection Notice and the Order. 3

18 Document Exhibit 1 Page 1312 of of 2423 PLEASE TAKE FURTHER NOTICE that, if an objection to the rejection of any Contract is timely filed and not withdrawn or resolved, the Debtors shall file a notice for a hearing to consider the objection for the Contract or Contracts to which such objection relates. If such objection is overruled or withdrawn, such Contract or Contracts shall be rejected as of (a the Rejection Date set forth in Exhibit 2, (b such other date as the Debtors and the counterparty or counterparties to any such Contract agree, or (c such date as is otherwise determined by the Court as set forth in any such order related to such objection. PLEASE TAKE FURTHER NOTICE that, pursuant to the terms of the Procedures Order, if the Debtors have deposited monies with a Contract counterparty as a security deposit or other arrangement, the Contract counterparty may not set off or recoup or otherwise use such monies without further order of the Bankruptcy Court, unless the Debtors and the counterparty or counterparties to such Contracts otherwise agree. PLEASE TAKE FURTHER NOTICE that, absent timely objection, any personal property of the Debtors that is listed and described in Exhibit 2 shall be deemed abandoned as of the Rejection Date. PLEASE TAKE FURTHER NOTICE that, to the extent you wish to assert a claim with respect to rejection of your Contract or Contracts, you must do so by the later of (a the claims bar date established in these chapter 11 cases, if any, and (b 30 days after the Rejection Date. IF YOU FAIL TO TIMELY SUBMIT A PROOF OF CLAIM IN THE APPROPRIATE FORM BY THE DEADLINE SET FORTH HEREIN, YOU WILL BE FOREVER BARRED, ESTOPPED, AND ENJOINED FROM (1 ASSERTING SUCH CLAIM AGAINST ANY OF THE DEBTORS AND THEIR CHAPTER 11 ESTATES, (2 VOTING ON ANY CHAPTER 11 PLAN OF REORGANIZATION FILED IN THESE 4

19 Document Exhibit 1 Page 1413 of of 2423 CASES ON ACCOUNT OF SUCH CLAIM, AND (3 PARTICIPATING IN ANY DISTRIBUTION IN THE DEBTORS CHAPTER 11 CASES ON ACCOUNT OF SUCH CLAIM. 5

20 Document Exhibit 1 Page 1514 of of 2423 Dated: [ ] 2017 Jonathan S. Henes, P.C. (admitted pro hac vice Nicole L. Greenblatt, P.C. (pro hac vice admission pending Robert A. Britton (admitted pro hac vice George Klidonas (admitted pro hac vice KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 601 Lexington Avenue New York, New York Telephone: ( Facsimile: ( Eric A. Schaffer (PA I.D. #30797 Jared S. Roach (PA I.D. # REED SMITH LLP 225 Fifth Avenue Pittsburgh, Pennsylvania Telephone: ( Facsimile: ( Proposed Local Counsel to the Debtors and Debtors in Possession Proposed Counsel to the Debtors and Debtors in Possession 6

21 Document Exhibit 1 Page 1615 of of 2423 EXHIBIT 1 Procedures Order

22 Document Exhibit 1 Page 1716 of of 2423 EXHIBIT 2 Rejected Contracts Name of Counterparty and Address Debtor Counterparty and Address Description of Contract 1 Abandoned Personal Property Rejection Date 1 The inclusion of a Contract on this list does not constitute an admission as to the executory or non-executory nature of the Contract, or as to the existence or validity of any claims held by the counterparty or counterparties to such Contract.

23 Document Exhibit 1 Page 1817 of of 2423 EXHIBIT C Assumption Notice

24 Document Exhibit 1 Page 1918 of of 2423 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., Movants, v. [respondents]. Respondent. NOTICE OF ASSUMPTION OF [A] CERTAIN EXECUTORY CONTRACT[S] [AND/OR UNEXPIRED LEASES] PLEASE TAKE NOTICE that on [ ], 2017, the United States Bankruptcy Court for the Western District of Pennsylvania (the Bankruptcy Court entered an order on the motion (the Motion 2 of the above-captioned debtors and debtors in possession (collectively, the Debtors, approving procedures for the rejection, assumption, or assumption and assignment of executory contracts and unexpired leases and granting related relief [Docket No. ] (the Procedures Order. A copy of the Procedures Order is attached hereto as Exhibit 1. 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.

25 Document Exhibit 1 Page 2019 of of 2423 PLEASE TAKE FURTHER NOTICE that, pursuant to the Procedures Order and by this written notice (this Assumption Notice, the Debtors hereby notify you that they have determined, in the exercise of their business judgment, that each Contract set forth on Exhibit 2 attached hereto is hereby assumed or assumed and assigned effective as of the date (the Assumption Date set forth in Exhibit 2, or such other date as the Debtors and the counterparty or counterparties to any such Contract agree. PLEASE TAKE FURTHER NOTICE that the Debtors or Assignee, as applicable, have the financial wherewithal to meet all future obligations under the Contract, which may be evidenced upon written request by the counterparty to the Contract, thereby demonstrating that the Debtors or Assignee, as applicable, have the ability to comply with the requirements of adequate assurance of future performance. 3 PLEASE TAKE FURTHER NOTICE that parties seeking to object to the proposed assumption or assumption and assignment of any of the Contracts must file and serve a written objection so that such objection is filed with the Bankruptcy Court on the docket of the Debtors chapter 11 cases and is actually received by the Debtors and their counsel no later than fourteen days after the date that the Debtors served this Notice and the Debtors shall cause the following parties to be served: (i the U.S. Trustee; (ii counsel for the Committee; (iii counsel to the ABL Agent and the DIP ABL Agent; (iv counsel to the Term Loan Agent and the DIP Term Loan Agent; (v counsel to the Ad Hoc Cross-Holder Group; and (vi counsel to the Sponsor Entities (each as defined in the Debtors Ex Parte Motion for Designation as a Complex Chapter 11 Bankruptcy Case [Docket No. 5] (the Complex Case Motion. Only those responses that are timely filed, served, and received will be considered at any hearing. 3 The Debtors shall serve the counterparty to the Contract with evidence of adequate assurance upon such counterparty s written request to Debtors counsel. 2

26 Document Exhibit 1 Page 2120 of of 2423 PLEASE TAKE FURTHER NOTICE that, absent an objection being timely filed, the assumption of each Contract shall become effective on the Assumption Date set forth in Exhibit 2, or such other date as the Debtors and the counterparty or counterparties to such Contract agree. 4 PLEASE TAKE FURTHER NOTICE that, the proposed cure amount under the Contract is set forth in Exhibit 2. If a written objection to the proposed cure amount is not timely filed, then the cure amount shall be binding on all parties and no amount in excess thereof shall be paid for cure purposes. PLEASE TAKE FURTHER NOTICE that, if an objection to the assumption of any Contract is timely filed and not withdrawn or resolved, the Debtors shall file a notice for a hearing to consider the objection for the Contract or Contracts to which such objection relates. If such objection is overruled or withdrawn, such Contract or Contracts shall be assumed as of (a the Assumption Date set forth in Exhibit 2, (b such other date as the Debtors and the counterparty or counterparties to such Contract agree, or (c such date as is otherwise determined by the Court as set forth in any such order related to such objection. 4 An objection to the assumption of any particular Contract listed in this Assumption Notice shall not constitute an objection to the assumption of any other contract or lease listed in this Assumption Notice. Any objection to the assumption of any particular Contract listed in this Assumption Notice must state with specificity the Contract to which it is directed. For each particular Contract whose assumption is not timely or properly objected to, such assumption will be effective in accordance with this Assumption Notice and the Procedures Order. 3

27 Document Exhibit 1 Page 221 of of 2423 Dated: [ ] 2017 Jonathan S. Henes, P.C. (admitted pro hac vice Nicole L. Greenblatt, P.C. (pro hac vice admission pending Robert A. Britton (admitted pro hac vice George Klidonas (admitted pro hac vice KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 601 Lexington Avenue New York, New York Telephone: ( Facsimile: ( Eric A. Schaffer (PA I.D. #30797 Jared S. Roach (PA I.D. # REED SMITH LLP 225 Fifth Avenue Pittsburgh, Pennsylvania Telephone: ( Facsimile: ( Proposed Local Counsel to the Debtors and Debtors in Possession Proposed Counsel to the Debtors and Debtors in Possession 4

28 Document Exhibit 1 Page 2322 of of 2423 EXHIBIT 1 Procedures Order

29 Document Exhibit 1 Page 2423 of of 2423 EXHIBIT 2 Assumed or Assumed and Assigned Contracts Name of Counterparty and Address Debtor Counterparty and Address Assignee (if applicable Description of Contract 1 Cure Amount Assumption Date 1 The inclusion of a Contract on this list does not constitute an admission as to the executory or non-executory nature of the Contract, or as to the existence or validity of any claims held by the counterparty or counterparties to such Contract.

30 Case GLT Doc Filed 07/26/17 Entered 07/26/17 14:58:29 Desc Exhibit 2 Page 1 of 3 EXHIBIT 2 Rejected Contracts Name of Counterparty and Address 1. ATRCorinth Forest, LLC 4645 N. Central Expy Suite 200 Dallas, TX Debtor Counterparty and Address Description of Contract 5 Store 1098 Forest Mall 835 West Johnson Street Fond du Lac, WI Abandoned Personal Property Rejection Date 2. Chapel Hill Mall Realty Holding, LLC 2000 Brittain Rd. Suite 830 Akron, OH Store 882 Chapel Hill Mall 2000 Brittain Rd. Akron, OH Clearview Ponca City, L.P. 901 Pier View Drive Suite 201 Idaho Falls, ID Store 1330 Ponca City Center 2606 North 14th Street Ponca City, OK Fountain Place Shopping Center c/o Real Estate Resources Inc. PO Box 1085 Charleston, WV Glenwood Springs Mall LLP Hwy 6 & 24, Suite 145 Glenwood Springs, CO Store 1454 Fountain Place 81 Norman Morgan Blvd Space 22 Logan, WV Store 639 Glenwood Springs Mall Hwy 6 & 24, Suite 109 Glenwood Springs, CO Harford Mall Business Trust c/o CBL & Associates Management Inc. CBL Center, Suite 500, 2030 Hamilton Place Blvd Chattanooga, TN Store 224 Harford Mall 224 Harford Mall 698-H9 Bel Air Road Bel Air, MD The inclusion of a Contract on this list does not constitute an admission as to the executory or non-executory nature of the Contract, or as to the existence or validity of any claims held by the counterparty or counterparties to such Contract.

31 Case GLT Doc Filed 07/26/17 Entered 07/26/17 14:58:29 Desc Exhibit 2 Page 2 of 3 Name of Counterparty and Address 7. Jasper Retail Group L.L.C. c/o CIII Asset Management, LLC, Attn: S. Michael Dickerson 5221 N. O'Connor Blvd., Suite 600 Irving, TX JPMCC 2006-LDP7 Centro Enfield, LLC c/o CBL & Associates Properties, Inc. CBL Center, Suite 500, 2030 Hamilton Place Blvd Chattanooga, TN Debtor Counterparty and Address Description of Contract 5 Store 439 Jasper Mall 300 Highway 78 East Sp 106 & 110 Jasper, AL Store 949 West Park Mall 3049 William Street Cape Girardeau, MO Abandoned Personal Property Rejection Date 9. Lenoir Colony Limited Partnership c/o GFD Management Inc Quadrangle Drive, Suite 206 Chapel Hill, NC Luko Management Pacific Coast Highway Suite 207 Huntington Beach, CA Store 651 North Hills Plaza 845 G. Blowing Rock Blvd. Lenoir, NC Store 974 The Showcase at Indio Jackson Street Indio, CA MP Elko LLC 1801 Tiburon Blvd, Suite 800 Tiburon, CA Store 1060 Elko Junction 2755 Mountain City Hwy Elko, NV Pengould, LLC 244 Saw Mill River Road Hawthorne, NY Store 1303 Town West Center 2503 W Kings Highway Paragould, AR Pine Tree Commercial Realty, LLC 40 Skokoe Blvd., Suite 610 Northbrook, IL Rubenstein Real Estate Co., LLC 6310 Lamar, Suite 220 Overland, KS Store 622 Metro Crossing 3706 Metro Drive, Ste 500 Council Bluffs, IA Store 483 Lakeview Pointe 2110 North Perkins Rd Stillwater, OK

32 Case GLT Doc Filed 07/26/17 Entered 07/26/17 14:58:29 Desc Exhibit 2 Page 3 of 3 Name of Counterparty and Address 15. Shoppes at Trickum, LLC Avison Young Property Management(USA LLC 500 West Cypress Creek Boulevard, Suite 350 Fort Lauderdale, FL WRS, Inc. 550 Long Point Road Mt. Pleasant, SC Debtor Counterparty and Address Description of Contract 5 Store 833 The Shops at Trickum Highway 92 Woodstock, GA Store 752 Shops at Westgate 1104 New Pointe Blvd Leland, NC Abandoned Personal Property Rejection Date 17. WSPGB Mall, LLC c/o Goodale & Barbieri Company 818 W. Riverside, Suite 300 Spokane, WA Store 1005 Kalispell Center Mall 20 North Main Kalispell, MT