Case 15-11874-KG Doc 894 Filed 12/03/15 Page 1 of 4 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Chapter 11 HAGGEN HOLDINGS, LLC, et al., 1 Case No. 15-11874 (KG Debtors. (Jointly Administered Objection Deadline: December 14, 2015 at 4:00 p.m. (ET DEBTORS SEVENTH (7 TH NOTICE OF REJECTION OF EXECUTORY CONTRACTS AND/OR UNEXPIRED LEASES PLEASE TAKE NOTICE that, on October 5, 2015, the United States Bankruptcy Court for the District of Delaware (the Bankruptcy Court entered an order [Docket No. 277] (the Procedures Order 2 on the motion, dated September 14, 2015 [Docket No. 76], of the above-captioned debtors and debtors in possession (collectively, the Debtors for entry of an order, pursuant to sections 105, 365 and 554 of the Bankruptcy Code, and Bankruptcy Rules 6006 and 9014, authorizing and approving certain procedures (the Rejection Procedures for the Debtors to reject executory contracts ( Contracts and unexpired leases ( Leases. PLEASE TAKE FURTHER NOTICE that, pursuant to the terms of the Procedures Order, the Debtors hereby provide notice (this Rejection Notice of their intent to reject the Contract(s and/or Lease(s set forth on Exhibit 1 attached hereto, effective as of the date set forth for each such Contract or Lease on Exhibit 1 attached hereto (the Rejection 1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor s federal tax identification number, are: Haggen Holdings, LLC (7558, Haggen Operations Holdings, LLC (6341, Haggen Opco South, LLC (7257, Haggen Opco North, LLC (5028, Haggen Acquisition, LLC (7687, and Haggen, Inc. (4583. The mailing address for each of the Debtors is 2211 Rimland Drive, Bellingham, WA 98226. 2 Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Procedures Order.
Case 15-11874-KG Doc 894 Filed 12/03/15 Page 2 of 4 Date. The Debtors seek to reject the Contracts and/or Leases on Exhibit 1 attached hereto solely as they pertain to the Debtors applicable stores set forth on Exhibit 1 attached hereto in the column titled Store Number. 3 PLEASE TAKE FURTHER NOTICE that, if you object to the Debtors rejection of the Contract(s and/or Lease(s set forth on Exhibit 1 attached hereto, you must file and serve a written objection (an Objection so that such Objection is filed with the Bankruptcy Court and is actually received by the following parties (collectively, the Objection Notice Parties no later than December 14, 2015 at 4:00 p.m. (ET (the Response Deadline : (i co-counsel to the Debtors, (A Stroock & Stroock & Lavan LLP, 180 Maiden Lane, New York, New York 10038, Attn: Frank A. Merola and Sayan Bhattacharyya, and (B Young Conaway Stargatt & Taylor, LLP, Rodney Square, 1000 North King Street, Wilmington, Delaware 19801, Attn: Matthew B. Lunn and Robert F. Poppiti, Jr.; (ii the U.S. Trustee, 844 King Street, Suite 2207, Wilmington, Delaware 19801, Attn: Timothy J. Fox, Jr.; (iii counsel to the agent for the Debtors pre-petition and post-petition lenders, Blank Rome LLP, 1201 Market Street, Suite 800, Wilmington, Delaware 19801, Attn: Regina Stango Kelbon; (iv counsel to the Committee, Pachulski Stang Ziehl & Jones LLP, 919 N. Market Street, 17th Floor, Wilmington, Delaware, 19801, Attn: Bradford Sandler and Robert Feinstein; and (v any Counterparty to the affected Contract or Lease (to the extent that such party is not the 3 Nothing contained herein is intended or shall be deemed to constitute a rejection of the Leases and/or Contracts listed on Exhibit 1 attached hereto as they relate to any of the Debtors stores other than the applicable stores listed on Exhibit 1 attached hereto in the column titled Store Number. To the extent not rejected hereby, the Leases and/or Contracts listed on Exhibit 1 attached hereto shall remain subject to assumption, assumption and assignment, or rejection by the Debtors and their estates pursuant to section 365 of the Bankruptcy Code, and nothing herein, nor any action taken by the Debtors pursuant hereto, shall change the character of any claims under section 502(g of the Bankruptcy Code arising from, or related to, any rejection by the Debtors and their estates of such Leases and/or Contracts. 2
Case 15-11874-KG Doc 894 Filed 12/03/15 Page 3 of 4 objecting party. Any Objection must state with specificity the grounds for objecting to the proposed rejection. PLEASE TAKE FURTHER NOTICE that, absent an Objection being filed and served by the Response Deadline in compliance with the Rejection Procedures, the rejection of the Contract(s and/or Lease(s set forth on Exhibit 1 attached hereto shall become effective on the applicable Rejection Date without further notice or hearing unless the Debtors withdraw this Rejection Notice on or prior to the Rejection Date in accordance with the Rejection Procedures, and the Debtors shall be permitted to submit to the Bankruptcy Court, under certification of counsel, a proposed order, substantially in the form attached hereto as Exhibit 2 (the Proposed Rejection Order, authorizing such rejection. PLEASE TAKE FURTHER NOTICE that, if a timely Objection is filed and served that cannot be resolved, the Debtors shall file a notice of hearing to consider the unresolved Objection and shall provide at least seven (7 days notice of such hearing to the objecting party and the Objection Notice Parties. If such Objection is overruled or withdrawn, the Contract(s and/or Lease(s that are the subject of the Objection shall be rejected as of the Rejection Date or such other date as agreed to by the Debtors and the Counterparty to such Contract or Lease or ordered by the Bankruptcy Court. PLEASE TAKE FURTHER NOTICE that, pursuant to the terms of the Procedures Order, if the Debtors have deposited funds with a Counterparty as a security deposit or other arrangement, such Counterparty may not setoff or otherwise use such deposit without the prior authority of the Bankruptcy Court or agreement of the Debtors. Remainder of page intentionally left blank 3
Case 15-11874-KG Doc 894 Filed 12/03/15 Page 4 of 4 PLEASE TAKE FURTHER NOTICE that, the Counterparty to a Contract or Lease that is rejected pursuant to the Rejection Procedures is required to file a proof of claim for damages relating to the rejection of such Contract or Lease, if any, by the later of (i 30 days after the Rejection Date and (ii any applicable claims bar date established in these Chapter 11 Cases. If no proof of claim is timely filed, such Counterparty shall be barred from asserting a claim for rejection damages and from participating in any distributions that may be made in connection with these Chapter 11 Cases. Dated: Wilmington, Delaware Respectfully submitted, YOUNG CONAWAY STARGATT & TAYLOR, LLP /s/ Ashley E. Jacobs Matthew B. Lunn (No. 4119 Robert F. Poppiti, Jr. (No. 5052 Ian J. Bambrick (No. 5455 Ashley E. Jacobs (No. 5635 Rodney Square 1000 North King Street Wilmington, Delaware 19801 Telephone: (302 571-6600 Facsimile: (302 571-1256 -and- STROOCK & STROOCK & LAVAN LLP Frank A. Merola (admitted pro hac vice Sayan Bhattacharyya (admitted pro hac vice Elizabeth Taveras (admitted pro hac vice 180 Maiden Lane New York, New York 10038 Telephone: (212 806-5400 Facsimile: (212 806-6006 COUNSEL TO THE DEBTORS AND DEBTORS-IN-POSSESSION 4
Case 15-11874-KG Doc 894-1 Filed 12/03/15 Page 1 of 10 EXHIBIT 1 Contract(s and/or Lease(s to Be Rejected
Case 15-11874-KG Doc 894-1 Filed 12/03/15 Page 2 of 10 Store Number Contract to Be Rejected American Bank Note Company, with respect to Store # at 2130 Pacific Coast Hwy, Bank of America, N.A., with respect to Store # at 2130 Pacific Coast Hwy, Blackhawk Network, Inc., with respect to Store # at 2130 Pacific Coast Hwy, Blue Rhino Propane, Inc., with respect to Store # at 2130 Pacific Coast Hwy, Contract with La Tortilla Factory, with respect to Store # at 2130 Pacific Coast Hwy, NCR Corporation, with respect to Store # at 2130 Pacific Coast Hwy, Name and Address of the Counterparty American Bank Note Company 711 Armstrong Lane Columbia, TN 38401 Bank of America, N.A. P.O. Box 98574 Las Vegas, NV 89193-8574 Blackhawk Network, Inc. 6220 Stoneridge Mall Road Pleasanton, CA 94588 Attn: Legal Department Blue Rhino Propane, Inc. 558 Greenfield Dr. Grafton, WI 53024 La Tortilla Factory 3300 Westwind Blvd. Santa Rosa, CA 95403 NCR Corporation 3097 Satellite Blvd. Duluth, GA 30096 Attn: General Counsel/Notices Description of Contract Over the Counter Stamp Consignment Agreement Rejection Date Cash Machine Agreement Gift Card Alliance Partner Agreement Scan Based Trading Agreement Scan Based Trading Agreement Software Agreement Outerwall Inc., with respect to Store # at 2130 Pacific Coast Hwy, Lomita CA Outerwall Inc. 1800 114th Ave. S.E. Bellevue, WA 98004 Coinstar Kiosk Installation Agreement
Case 15-11874-KG Doc 894-1 Filed 12/03/15 Page 3 of 10 Redbox Automated Retail, LLC, with respect to Store # at 2130 Pacific Coast Hwy, Register Tapes Unlimited, L.P., with respect to Store # at 2130 Pacific Coast Hwy, Starbucks Corporation, with respect to Store # 2133 at 30922 South Pacific Coast Hwy, Laguna Beach CA Redbox Automated Retail, LLC One Tower Ln. Ste. 900 Oakbrook Terrace, IL 60181 Attn: Legal Dept. Register Tapes Unlimited, L.P. 1445 Langham Creek Dr. Houston, TX 77084 Starbucks Corporation 2401 Utah Ave. South Ste. 800, S-LA4 Seattle, WA 98134 Attn: Department of Law and Corp. Affairs Kiosk Operating Agreement Register Tapes Unlimited Agreement Starbucks Licensing Agreement 7
Case 15-11874-KG Doc 894-1 Filed 12/03/15 Page 4 of 10 EXHIBIT 2 Proposed Rejection Order
Case 15-11874-KG Doc 894-1 Filed 12/03/15 Page 5 of 10 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Chapter 11 HAGGEN HOLDINGS, LLC, et al., 1 Case No. 15-11875 (KG Debtors. (Jointly Administered Ref. Docket Nos. 277 and SEVENTH (7 TH ORDER APPROVING REJECTION OF EXECUTORY CONTRACTS AND/OR UNEXPIRED LEASES Pursuant to that certain Order, Pursuant to Sections 105(a, 365(a and 554 of the Bankruptcy Code, and Bankruptcy Rules 6006 and 9014, Authorizing and Approving Procedures for Rejection of Executory Contracts and Unexpired Leases [Docket No. 277] (the Procedures Order ; 2 and upon consideration of the certification of counsel submitted by counsel for the Debtors; and due and proper notice of this matter having been given; and it appearing that no other or further notice is required; it appearing that the Court has jurisdiction over this matter in accordance with 28 U.S.C. 157 and 1334 and the Amended Standing Order; and it appearing that this is a core proceeding pursuant to 28 U.S.C. 157(b(2; and it appearing that venue of this matter is proper pursuant to 28 U.S.C. 1408 and 1409; and the Debtors having properly filed and served a Rejection Notice in accordance with the terms of the Procedures Order with respect to the Leases and/or Contracts listed on Exhibit A attached hereto; and no timely objections having been filed with respect to those Leases and/or Contracts in accordance with the 1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor s federal tax identification number, are: Haggen Holdings, LLC (7558, Haggen Operations Holdings, LLC (6341, Haggen Opco South, LLC (7257, Haggen Opco North, LLC (5028, Haggen Acquisition, LLC (7687, and Haggen, Inc. (4583. The mailing address for each of the Debtors is 2211 Rimland Drive, Bellingham, WA 98226. 2 Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Procedures Order.
Case 15-11874-KG Doc 894-1 Filed 12/03/15 Page 6 of 10 Procedures Order; and it appearing that the relief provided for herein is in the best interest of the Debtors, their estates, and creditors and is an appropriate exercise of the Debtors business judgment; and after due deliberation and sufficient cause appearing therefor, IT IS HEREBY ORDERED THAT: 1. The Leases and/or Contracts listed on Exhibit A attached hereto are rejected, solely as they pertain to the Debtors applicable stores set forth on Exhibit A attached hereto in the column titled Store Number, effective as of the dates set forth for each such Lease or Contract on Exhibit A attached hereto (the Rejection Date. 2. Any claims relating to the rejection of the Leases and/or Contracts listed on Exhibit A attached hereto must be filed on or before the later of (i 30 days after the Rejection Date and (ii any applicable claims bar date established in these Chapter 11 Cases. 3. Nothing contained herein is intended or shall be deemed to constitute a rejection of the Leases and/or Contracts listed on Exhibit A attached hereto as they relate to any of the Debtors stores other than the applicable stores listed on Exhibit A attached hereto in the column titled Store Number. To the extent not rejected herein, the Leases and/or Contracts listed on Exhibit A attached hereto shall remain subject to assumption, assumption and assignment, or rejection by the Debtors and their estates pursuant to section 365 of the Bankruptcy Code, and nothing herein, nor any action taken by the Debtors pursuant hereto, shall change the character of any claims under section 502(g of the Bankruptcy Code arising from, or related to, any rejection by the Debtors and their estates of such Leases and/or Contracts. 4. The Debtors are authorized and empowered to take all actions necessary to implement the relief granted in this Order. 2
Case 15-11874-KG Doc 894-1 Filed 12/03/15 Page 7 of 10 5. This Court retains jurisdiction with respect to all matters arising from or related to the implementation of this Order. Dated: December, 2015 Wilmington, Delaware Kevin Gross United States Bankruptcy Judge 3
Case 15-11874-KG Doc 894-1 Filed 12/03/15 Page 8 of 10 EXHIBIT A Contracts
Case 15-11874-KG Doc 894-1 Filed 12/03/15 Page 9 of 10 Store Number Contract to Be Rejected American Bank Note Company, with respect to Store # at 2130 Pacific Coast Hwy, Bank of America, N.A., with respect to Store # at 2130 Pacific Coast Hwy, Blackhawk Network, Inc., with respect to Store # at 2130 Pacific Coast Hwy, Blue Rhino Propane, Inc., with respect to Store # at 2130 Pacific Coast Hwy, Contract with La Tortilla Factory, with respect to Store # at 2130 Pacific Coast Hwy, NCR Corporation, with respect to Store # at 2130 Pacific Coast Hwy, Name and Address of the Counterparty American Bank Note Company 711 Armstrong Lane Columbia, TN 38401 Bank of America, N.A. P.O. Box 98574 Las Vegas, NV 89193-8574 Blackhawk Network, Inc. 6220 Stoneridge Mall Road Pleasanton, CA 94588 Attn: Legal Department Blue Rhino Propane, Inc. 558 Greenfield Dr. Grafton, WI 53024 La Tortilla Factory 3300 Westwind Blvd. Santa Rosa, CA 95403 NCR Corporation 3097 Satellite Blvd. Duluth, GA 30096 Attn: General Counsel/Notices Description of Contract Over the Counter Stamp Consignment Agreement Rejection Date Cash Machine Agreement Gift Card Alliance Partner Agreement Scan Based Trading Agreement Scan Based Trading Agreement Software Agreement Outerwall Inc., with respect to Store # at 2130 Pacific Coast Hwy, Lomita CA Outerwall Inc. 1800 114th Ave. S.E. Bellevue, WA 98004 Coinstar Kiosk Installation Agreement
Case 15-11874-KG Doc 894-1 Filed 12/03/15 Page 10 of 10 Redbox Automated Retail, LLC, with respect to Store # at 2130 Pacific Coast Hwy, Register Tapes Unlimited, L.P., with respect to Store # at 2130 Pacific Coast Hwy, Starbucks Corporation, with respect to Store # 2133 at 30922 South Pacific Coast Hwy, Laguna Beach CA Redbox Automated Retail, LLC One Tower Ln. Ste. 900 Oakbrook Terrace, IL 60181 Attn: Legal Dept. Register Tapes Unlimited, L.P. 1445 Langham Creek Dr. Houston, TX 77084 Starbucks Corporation 2401 Utah Ave. South Ste. 800, S-LA4 Seattle, WA 98134 Attn: Department of Law and Corp. Affairs Kiosk Operating Agreement Register Tapes Unlimited Agreement Starbucks Licensing Agreement 2