Case LSS Doc 543 Filed 06/15/16 Page 1 of 14 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

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1 Case LSS Doc 543 Filed 06/15/16 Page 1 of 14 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE x In re: : Chapter 11 : VESTIS RETAIL GROUP, LLC, et al., 1 : Case No (LSS) : Debtors : (Jointly Administered) : : Hearing Date: June 20, 2016 at 10:00 a.m. ET : Objection Deadline: June 15, 2016 at 4:00 p.m. ET : : Related to Docket Nos. 18, 363 and x OBJECTION OF BRIXMOR PROPERTY GROUP, INC., EDDY PLAZA ASSOCIATES, LLC, GGP LIMITED PARTNERSHIP, HOCO F, LLC AND PLAZA 200 ASSOCIATES, LLC TO DEBTORS MOTION FOR ORDERS (A)(I) AUTHORIZING AND APPROVING BIDDING PROCEDURES AND EXPENSE REIMBURSEMENT; (II) AUTHORIZING AND APPROVING THE DEBTORS ENTRY INTO THE STALKING HORSE APA; (III) APPROVING NOTICE PROCEDURES; (IV) SCHEDULING A SALE HEARING; AND (V) APPROVING PROCEDURES FOR ASSUMPTION AND ASSIGNMENT AND DETERMINING CURE AMOUNTS AND (B)(I) AUTHORIZING THE SALE OF SUBSTANTIALLY ALL OF THE DEBTORS ASSETS FREE AND CLEAR OF ALL CLAIMS, LIENS, RIGHTS, INTERESTS, AND ENCUMBRANCES; (II) APPROVING THE STALKING HORSE APA; AND (III) AUTHORIZING THE DEBTORS TO ASSUME AND ASSIGN CERTAIN EXECUTORY CONTRACTS AND UNEXPIRED LEASES TO THE HONORABLE LAURIE SELBER SILVERSTEIN, UNITED STATES BANKRUPTCY JUDGE: BRIXMOR PROPERTY GROUP, INC. ( Brixmor ), EDDY PLAZA ASSOCIATES, LLC ( Eddy Plaza ), GGP LIMITED PARTNERSHIP ( GGP ), HOCO F, LLC ( HOCO F ) and PLAZA 200 ASSOCIATES, LLC ( Plaza 200, and together with Brixmor, Eddy Plaza, GGP and HOCO F, the Objecting Landlords ), by and through their undersigned counsel, hereby file this Objection (the Objection ) to Debtors Motion for Orders 1 The Debtors and the last four digits of their respective federal taxpayer identification numbers are as follows: Vestis Retail Group, LLC (1295); Vestis Retail Financing, LLC (9362); EMS Operating Company, LLC (2061); Vestis IP Holdings, LLC (2459); Bob s Stores, LLC (4675); EMS Acquisition LLC (0322); Sport Chalet, LLC (0071); Sport Chalet Value Services, LLC (7320); and Sport Chalet Team Sales, LLC (8015). The Debtors executive headquarters are located at 160 Corporate Court, Meriden, CT DMEAST # v2

2 Case LSS Doc 543 Filed 06/15/16 Page 2 of 14 (A)(I) Authorizing and Approving Bidding Procedures and Expense Reimbursement; (II) Authorizing and Approving the Debtors Entry Into the Stalking Horse APA; (III) Approving Notice Procedures; (IV) Scheduling a Sale Hearing; and (V) Approving Procedures for Assumption and Assignment and Determining Cure Amounts and (B)(I) Authorizing the Sale of Substantially All of the Debtors Assets Free and Clear of All Claims, Liens, Rights, Interests, and Encumbrances; (II) Approving the Stalking Horse APA; and (III) Authorizing the Debtors to Assume and Assign Certain Executory Contracts and Unexpired Leases [D.I. 18] (the Motion ), 2 and Notice of (I) Possible Treatment of Subject Leases, (II) Fixing of Cure Amounts, and (III) Deadline to Object Thereto [D.I. 388] (the Notice ), 3 and respectfully represent as follows: 1. Objecting Landlords are the owners or agents for the owners of certain non-residential real properties (the Premises ) in which Debtors operate or previously operated retail stores pursuant to written leases (the Leases, and each a Lease ) which are affected by the relief sought in the Motion and Notice. All of Objecting Landlords Premises are premises located in shopping centers, as that term is used in 11 U.S.C. 365(b)(3). See In re: Joshua Slocum, Ltd., 922 F.2d 1081 (3d Cir. 1990). The Premises affected by the Motion are: SHOPPING CENTER CITY/STATE STORE # LANDLORD College Plaza Selden, NY 15 Brixmor Eddy Plaza Concord, NH 501 Eddy Plaza Park City S. Ctr. Lancaster, PA 90 GGP Plaza 200 Carle Place, NY 171 Pliskin The Powerhouse Mall West Lebanon, NH 97 Hoco F 2 Terms not otherwise defined herein shall have the meanings ascribed to them in the Motion and other accompanying documents. 3 Terms not otherwise defined herein relating to cure shall have the meanings ascribed to them in the Notice and other accompanying documents. DMEAST # v2 2

3 Case LSS Doc 543 Filed 06/15/16 Page 3 of 14 Background 2. Debtors filed their voluntary petitions for relief under Chapter 11 of Title 11 of the United States Code (the Bankruptcy Code ) on or about April 18, 2016 (the Petition Date ). Since the Petition Date, Debtors have been operating and managing their businesses as debtors-in-possession. The Official Committee of Unsecured Creditors (the Committee ) was appointed on April 26, [D.I. 144] 3. The Debtors filed the Motion on the Petition Date [D.I. 18], proposing to sell most of Debtors assets, including Debtors non-residential real property leases, pursuant to Bidding Procedures to be approved by this Court. 4. Although Debtors initially intended to conduct an auction for their assets, as reflected on the record of the May 26, and June 1, 2016 hearings on the Motion, the Debtors, the Creditors Committee and Vestis BSI Funding II, LLC (together with its permitted designees, successors and permitted assignor in accordance with the APA, the Buyer or Vestis BSI ) reached an agreement whereby the Buyer, which was previously the Stalking Horse Bidder, was designated as the Successful Bidder. At such time the Bid Procedures portion of the Motion was withdrawn and the Court was asked to approve a Sale Hearing and Sale Notice. The Court issued its Order (the Sale Procedures Order ) on June 1, 2016 [D.I. 363] and set the Sale Hearing for June 20, Pursuant to the procedures approved by the Court, the Buyer provided certain Adequate Assurance information to Objecting Landlords counsel on or about June 6, That information indicated that the Buyer is Vestis BSI or its permitted assignees, affiliates of investment funds advised by Versa Capital management, LLC (collectively DMEAST # v2 3

4 Case LSS Doc 543 Filed 06/15/16 Page 4 of 14 Sponsor ). The proposed assignees are New Bob s Stores and New Eastern Mountain Sports/EMS. General Objections to Assumption and Assignment of Leases 6. Objecting Landlords object to any proposed assumption and assignment of their Lease(s) unless Debtors and/or the proposed assignee complies with all of the requirements of Sections 365(b) and (f) of the Bankruptcy Code. Absent the ability, or willingness, of the Debtors and the proposed assignee to satisfy said requirements the proposed assumption and assignment must be denied. 7. Pursuant to Section 365(f)(2)(B) of the Bankruptcy Code Debtors may only assume and assign Objecting Landlords Leases if adequate assurance of future performance by the assignee of such... lease is provided,.... As set forth in Section 365(b)(3), adequate assurance of future performance in the shopping center context includes, inter alia, adequate assurance: (A) of the source of rent and other consideration due under such lease, and in the case of an assignment, that the financial condition and operating performance of the proposed assignee and its guarantors, if any, shall be similar to the financial condition and operating performance of the debtor and its guarantors, if any, as of the time the debtor became the lessee under the lease; * * * (C) that assumption and assignment of such lease is subject to all the provisions thereof, including (but not limited to) provisions such as radius, location, use or exclusivity provision, and will not breach any such provision contained in any other lease,... relating to the shopping center;. 8. The burden of proof on adequate assurance issues is with the Debtors. See In re Lafayette Radio Electronics Corp. 12 B.R. 302, 312 (Bankr. E.D.N.Y. 1991). DMEAST # v2 4

5 Case LSS Doc 543 Filed 06/15/16 Page 5 of 14 Adequate Assurance of Future Performance 4 9. Objecting Landlords demand strict proof at the Sale Hearing of Buyer s and each proposed assignee s ability to provide adequate assurance of future performance as required in accordance with Section 365 of the Bankruptcy Code. As a part of the showing of adequate assurance as required by Section 365, Debtors must show specifically, in addition to all other requirements of Section 365, that the proposed Assignee s financial condition [is] similar to the financial condition of the debtor as of the time the debtor became the lessee under the lease. 10. Further, since the Debtors stores are located in a shopping center, Debtors must meet the heightened requirements of adequate assurance that the Bankruptcy Code contemplates in the case of such assignments. The Bankruptcy Code requires more than the basic adequate assurance of future performance of the leases under Section 365(b)(1)(C). In re: Sun TV and Appliances, Inc., 234 B.R. 356, 359 (Bankr. D. Del. 1999). In order to assume and assign shopping center leases, Debtors must satisfy the heightened requirements set forth in 11 U.S.C. 365(b)(3)(A) (D). See Joshua Slocum, 922 F.2d at 1086; see also L.R.S.C. Co. v. Rickel Home Centers, Inc. (In re Rickel Home Centers, Inc.), 209 F. 3d 291, 299 (3d Cir. 2000). The heightened adequate assurance requirements include the following: The source of rent and assurance that the financial condition and operating performance of the proposed assignee and its guarantors, if any, must be similar to the financial condition and operating performance of the debtor and its guarantor(s), if any, as of the time the debtor became the lessee. See 11 U.S.C. 365(b)(3)(A); That any percentage rent due under the lease will not decline substantially. See 11 U.S.C. 365(b)(3)(B); 4 Plaza 200 has entered into an agreement with Debtors concerning modification of its Lease and, accordingly, does not join in the Adequate Assurance portion of this Objection DMEAST # v2 5

6 Case LSS Doc 543 Filed 06/15/16 Page 6 of 14 That assumption and assignment of the lease is subject to all provisions thereof, including (but not limited to) provisions such as a radius, location, use, or exclusivity provision, and will not breach of any such provision in any other lease, financing agreement, or master agreement relating to such shopping center. See 11 U.S.C. 365(b)(3)(C); and That assumption and assignment of the lease will not disrupt the tenant mix or balance in the shopping center. See 11 U.S.C. 365(b)(3)(D). 11. The minimal Adequate Assurance information provided to date does not include sufficient detailed information regarding Vestis BSI or any of its possible assignees which would establish that it can prove adequate assurance of future performance. Moreover, absolutely no information is provided regarding the financial or other structure of either New Bob s or New EMS, the presumed actual assignees of Objecting Landlords Leases. In addition, all financial information is provided on a consolidated basis only. 12. Certain landlords are also concerned that in light of the well-known troubles in the retail markets of the categories in which New Bobs and New EMS will be operating, as well as the proximity of much stronger competitors, such as Dick s and Modell s, to certain locations, that Buyer has not shown, and cannot show, that they can remain viable on a going forward basis. Use 13. Apparently Buyer and/or its assignees propose to continue the current use of each of the Premises as either a Bob s or EMS store. Provided that no change is made from those uses, Objecting Landlords have no objection based on use. However, if a change of use is contemplated, Objecting Landlords object to any proposed use of their Premises other than strictly in accordance with the permitted use set for in the affected Lease. DMEAST # v2 6

7 Case LSS Doc 543 Filed 06/15/16 Page 7 of 14 Tenant Mix and Balance 14. Should Buyer intend to change the current use of the Premises, Objecting Landlords also object to any change of use of the Premises on the grounds that such change may adversely impact tenant mix and balance at their shopping centers. Security Deposit for Assignee 15. Pursuant to 365(l) of the Bankruptcy Code, Objecting Landlords demand that any proposed assignee post a letter of credit or, in Objecting Landlords sole discretion, a security deposit, equal to four (4) months rent and additional rental charges under each Lease. Cure Amounts 16. Set forth below are Objecting Landlords monetary cure claims for amounts due, exclusive of any sums which have become due or been paid after June 10, The claims set forth are the base cure claim amounts subject to additional qualifications and modifications (such as reimbursement of attorney s fees) as more fully set forth below. SHOPPING CENTER STORE NO. DEBTORS CURE $ LL CURE $ EX. College Plaza 15 $25, $25, A Eddy Plaza 501 $54, $90, B Park City S. Ctr. 90 $23, $33, C Plaza n/a The Powerhouse Mall 97 $82, $83, D 17. Objecting Landlords further aver that additional amounts, not as yet known, may also be due with regard to calendar years 2015 and 2016, such as year-end adjustments to various items including, but not limited to, real estate taxes, common area 5 For items the Landlord s cure amount, exclusive of attorneys fees and year-end adjustments, is equal to or less than the amount listed in Debtors Cure Notice and will be reconciled with the Debtors if the applicable Lease is to be assumed and assigned. DMEAST # v2 7

8 Case LSS Doc 543 Filed 06/15/16 Page 8 of 14 maintenance ( CAM ), percentage rent and insurance. Section 365(b) of the Code requires that a debtor cure all defaults in conjunction with a lease assumption. Since certain accrued, unbilled items may not have been invoiced to date, there can be no default for the failure to pay same. (See 26 & 27, infra). 18. Objecting Landlords further request that they be reimbursed for all of their actual pecuniary losses including, but not limited to, attorney s fees and costs expended with regard to Debtors bankruptcy proceedings. Objecting Landlords estimate their attorneys fees and costs through the hearing on assumption and assignment to be, in the aggregate for all five Leases, approximately $35, In addition to the monetary obligations that Debtors must satisfy under Section 365 of the Bankruptcy Code, Objecting Landlords Leases also provide that Debtors must indemnify and hold Objecting Landlords harmless with regard to existing claims as well as with regard to events which may have occurred pre-assignment but which are not made known to Objecting Landlords or Debtors until some time post-assumption. Accordingly Debtors must be required to evidence, or obtain adequate insurance in order to guaranty (by way of purchase of a tail or otherwise) that their indemnity responsibilities will be met. Alternatively, the assignee of Objecting Landlords' Leases must assume this liability. Claims for indemnity may include, but are not limited to, claims for personal injuries which occur at the leaseholds, where an Objecting Landlord is joined as a party defendant, damage and destruction to the property by Debtors or their agents, claims for environmental damage or environmental clean up, etc. 6 6 If Debtors are covered under an occurrence basis insurance policy, rather than a claims made policy, this objection may be satisfied by proof of such insurance by the Debtors for Objecting Landlords locations. DMEAST # v2 8

9 Case LSS Doc 543 Filed 06/15/16 Page 9 of 14 Debtors May Not Abdicate Their Obligations under the Leases by Granting Buyer the Right to Operate Certain Undesignated Stores as Debtors Agent 20. Pursuant to Section 2.10(a) of the Amended and Restated Asset Purchase Agreement (the APA ) [D.I ], Debtors store locations which are neither designated as Continuing Stores nor Non-Continuing Stores are classified as Undesignated Stores. As set forth in the APA, Buyer has until the Designation Deadline [180 days from the Petition Date, or approximately October 15, 2016 (But see, 31.C, infra.)] to designate the Undesignated Stores as either Continuing Stores or Non-Continuing Stores. 21. Pursuant to Section 2.10(c) of the APA, entitled Operation of Undesignated Stores, it is proposed that Debtors will appoint Buyer as Debtors exclusive agent for the purpose of running the Business at such Undesignated Stores. This proposed authority of Buyer to operate the stores is carried forward in paragraph 34 of the Revised Proposed Sale Order [D.I , the Sale Order ] wherein it is stated that from and after the Closing, Buyer shall be obligated to perform or cause to be performed all of the Debtors post-petition obligations under each Non-Real Property Contract or Lease (other than Excluded Asset Contracts) through either the date such contract becomes an Assumed Contract or the applicable Rejection Date. Moreover, Section 2.10(c)(iv), as well as the penultimate sentence of paragraph 34 of the Sale Order, provides that Buyer may assign any or all of its rights and obligations under Section 2.10(c) to any Person, provided only that Buyer remains liable for such performance. 22. No documentation exists which creates privity between Buyer, or its assignees, and the affected landlords, nor is there any other direct relationship created between Buyer and Objecting Landlords. Rather, the APA simply directs that the Buyer will operate the stores, pay expenses and keep the revenue. If Buyers default in their obligations under the APA DMEAST # v2 9

10 Case LSS Doc 543 Filed 06/15/16 Page 10 of 14 and do not, for example, pay the rent when it is due, Objecting Landlords are left with no direct remedy against the stores occupants but, rather, may only pursue whatever shell entity is left of the Debtors following Closing. In addition, Buyer does not even agree that it will perform the obligations under the Undesignated Store Leases itself. Rather, as noted above, Buyer has reserved the right to assign its obligations to any Person, as that term is broadly defined on page 12 of the APA. Should that assignment occur, Objecting Landlords may left merely with the right to attempt to enforce their rights against a shell debtor, with the Buyer supposedly standing by those obligations but not actually performing same. Additionally, it is unclear which, if any, party has an insurable interest in the Premises and who will, or even can, provide the insurance coverage required under the Leases. 23. In the event that the sale of the assets to the Buyer is approved, said approval must be conditioned upon a showing that Debtors, and not some third party, will continue to perform their obligations under and with respect to the Undesignated Store Leases until same are assumed or rejected and that the remaining Debtor entity will have sufficient financial ability to perform those obligations. In addition, there must be documented evidence of Debtors right to conduct those businesses under the trade names which have been sold to Buyer. Alternatively, before any order approving the right of Buyer, and only Buyer (not any assignee of Buyer) to operate the Undesignated Stores, there must first be established a contractual relationship between Buyer and Objecting Landlords pursuant to which the terms and conditions under which the stores were leased to Debtors shall continue in full force and effect. 24. In addition, in light of the substantial risk at which Landlords are placed from the Closing through the expiration of the Designation Deadline, Buyer and/or Debtors must DMEAST # v2 10

11 Case LSS Doc 543 Filed 06/15/16 Page 11 of 14 be required to post a letter of credit for each of Objection Landlords Leases that is an Undesignated Store equal to two months rent and additional rent for each such location. 25. Absent the protections called for above, Debtors must not be permitted to circumvent the Leases and the Bankruptcy Code by creating an unauthorized sub rosa temporary lease assignment which also includes a designation period, where a party other than Debtors are permitted to operate those locations. Liabilities for Year-End Adjustments The lessee under Objecting Landlords Leases is responsible for year-end adjustments to items such as common area maintenance, insurance, taxes, percentage rent and other items that are paid during the course of the year on an estimated basis. Generally the yearend adjustment, or true-up, of these categories does not take place until several months after the close of the landlord s fiscal year. Since Section 365(b) only requires debtors to cure defaults under their leases, and since there can be no default for failure to pay an amount that has not as yet been billed, unpaid year-end adjustments, and those adjustments that may currently be accruing, are not a part of the cure obligation of the Debtors. The obligation to pay the year-end adjustments is, however, certainly a part of the obligation to provide adequate assurance of future performance. Any attempt to assign the Leases free and clear of these obligations must be denied. 27. Objecting Landlords, therefore, request that in the event that assumption and assignment of any of their Leases is approved by the Court that language be inserted into the Sale Order to provide that the Assignee shall be responsible for all unpaid year-end 2015 and 7 Paragraph 31 of the Sale Order provides for the assumption by Buyer of responsibility for year-end adjustments that became obligations under the Sale Order regardless of whether the obligations accrued before, on, or after assumption and assignment of the leases. Provided that the language of this paragraph remains in the final Sale Order then the issues raised in this section of this Objection would be resolved. DMEAST # v2 11

12 Case LSS Doc 543 Filed 06/15/16 Page 12 of adjustments, whether accruing prior to or after the effective date of assumption of the Leases, when such charges become due in accordance with the terms of the Leases. In default thereof, a suitable escrow equal to 150% of the average year-end adjustments for the prior three (3) years must be established to assure that any amounts due will be available to Objecting Landlords when the year-end adjustments are actually billed and due pursuant to the terms of the respective Lease. Assumption and Amendment Agreement 28. Objecting Landlords request that, as a condition to any order approving assumption and assignment of any of their Leases, the assignee shall be required to enter into a short form Assumption and Amendment Agreement whereby the assignee shall become directly obligated to the Objecting Landlord and the provisions of the applicable Leases regarding notice addresses will be modified. (See Exhibit E ) Abandonment of Property 29. In the event that Debtors contemplate rejecting any of Objecting Landlords Leases, Debtors should be required to give notice to each and every third party who may have a claim in any property at the premises to remove the property, or in default thereof, the third party s interest shall be deemed terminated and the property deemed abandoned. 30. Any grant of the right to abandon property should be coupled with the grant of an administrative claim to the landlord for the reasonable costs of removal of that property, subject only to a possible challenge to the reasonableness thereof. If Debtors refuse to remove their property because of the cost of such removal, that cost should not be passed solely to the landlord but should be borne by all of Debtors creditors as a cost of administration of the estate. DMEAST # v2 12

13 Case LSS Doc 543 Filed 06/15/16 Page 13 of 14 Objections to Sale Order 31. Objecting Landlords have the following initial comments to the Sale Order. Objecting Landlords reserve the right to make such other and further objections as may be appropriate once a proposed Final Sale Order is filed of record. A. In paragraph 5 of the proposed Sale Order, the words as provided herein should be inserted after the words are approved in the first line of that section. B. Any and all provisions, such as set forth in Section 13 of the Sale Order, which provide for the transfer of assets free and clear of all claims and interests must provide an exception for accrued but not as yet billed year-end adjustments due to Objecting Landlords unless the liability therefor on the part of Buyer is provided, as currently set forth in paragraph 31 of the Sale Order. C. Pursuant to Footnote 3 set forth on page 23 of the Sale Order, the Designation Deadline is defined to mean 5:00 P.M. on the date that is 180 days from the Petition Date. That definition must be amended, as well as the definition as set forth in the APA, to provide that the Designation Deadline will end on the date that any Confirmation Order is entered in these proceedings if such date occurs prior to the 180 th day. D. The final two sentences of Section 34 beginning with the words Buyer may assign must be deleted. Joinder in Other Objections 32. Objecting Landlords hereby join in the objections filed by the Debtors other landlords and creditors to the extent that such objections are not inconsistent with the provisions hereof. DMEAST # v2 13

14 Case LSS Doc 543 Filed 06/15/16 Page 14 of 14 WHEREFORE, Objecting Landlords respectfully request that the Court enter an order consistent with the foregoing objections; and for such other and further relief as may be just and proper under all of the circumstances. Dated: June 15, 2016 Wilmington, Delaware Respectfully submitted, /s/ Leslie C. Heilman Matthew G. Summers, Esquire (No. 5533) Leslie C. Heilman, Esquire (No. 4716) BALLARD SPAHR LLP 919 N. Market Street, 11th Floor Wilmington, DE Telephone: (302) Facsimile: (302) and David L. Pollack, Esquire BALLARD SPAHR LLP 51st Floor - Mellon Bank Center 1735 Market Street Philadelphia, Pennsylvania Telephone: (215) Facsimile: (215) pollack@ballardspahr.com Attorneys for Brixmor Property Group, Inc., Eddy Plaza Associates, LLC, GGP Limited Partnership, Hoco F, LLC and Plaza 200 Associates, LLC DMEAST # v2 14

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30 Case LSS Doc Filed 06/15/16 Page 1 of 4 CERTIFICATE OF SERVICE Leslie C. Heilman, Esquire hereby certifies that on this 15th day of June, 2016, a true and correct copy of the foregoing Objection of Brixmor Property Group, Inc., Eddy Plaza Associates, LLC, GGP Limited Partnership, Hoco F, LLC and Plaza 200 Associates, LLC to Debtors Motion for Orders (A)(I) Authorizing and Approving Bidding Procedures and Expense Reimbursement; (II) Authorizing and Approving the Debtors Entry Into the Stalking Horse APA; (III) Approving Notice Procedures; (IV) Scheduling a Sale Hearing; and (V) Approving Procedures for Assumption and Assignment and Determining Cure Amounts and (B)(I) Authorizing the Sale of Substantially all of the Debtors Assets Free and Clear of all Claims, Liens, Rights, Interests, and encumbrances; (II) Approving the Stalking Horse APA; and (III) Authorizing the Debtors to Assume and Assign Certain Executory Contracts and Unexpired Leases was served upon the addressees listed on the attached service list in the manner indicated. Dated: June 15, 2016 Wilmington, Delaware /s/ Leslie C. Heilman Leslie C. Heilman (DE No. 4716) BALLARD SPAHR LLP

31 Case LSS Doc Filed 06/15/16 Page 2 of 4 Via Hand Delivery & Office of the U.S. Trustee Attn: Jane Leamy, Esquire 844 King Street, Suite 2207 Lockbox 35 Wilmington, DE jane.m.leamy@usdoj.gov Robert S. Brady, Esq. Robert F. Poppiti, Jr., Esq. Young Conaway Stargatt & Taylor, LLP Rodney Square 1000 North King Street Wilmington, DE rbrady@ycst.com rpoppiti@ycst.com Counsel for the Debtors Christopher A. Ward, Esq. Shanti M. Katona, Esq. POLSINELLI PC 222 Delaware Avenue, Suite 1101 Wilmington, Delaware cward@polsinelli.com skatona@polsinelli.com Counsel to the Committee SERVICE LIST Dennis A. Meloro Justin E. Mann Greenberg Traurig, LLP The Nemours Building 1007 North Orange Street, Suite 1200 Wilmington, DE melorod@gtlaw.com mannj@gtlaw.com Attorneys for the DIP Agent & Prepetition Term Agent Via First Class U.S. Mail Only: Vestis Retail Group, LLC ATTN: Chief Restructuring Officer 160 Corporate Court Meriden, CT 06450

32 Case LSS Doc Filed 06/15/16 Page 3 of 4 Via First Class U.S. Mail & Michael L. Tuchin, Esq. Lee R. Bogdanoff, Esq. Klee, Tuchin, Bogdanoff & Stern LLP 1999 Avenue of the Stars Thirty-Ninth Floor Los Angeles, CA mtuchin@ktbslaw.com lbogdanoff@ktbslaw.com Counsel for the Debtors Daniel F. Fiorillo, Esq. Chad B. Simon, Esq. Otterbourg, P.C. 230 Park Avenue New York, NY dfiorillo@otterbourg.com csimon@otterbourg.com Attorneys for the DIP Agent Jeffrey M. Wolf, Esq. Greenberg Traurig, LLP One International Place Boston, MA wolfje@gtlaw.com Attorneys for the Prepetition Term Loan Agent Jay R. Indyke, Esq. Cathy Hershcopf, Esq. Jeffrey L. Cohen, Esq. Richelle Kalnit, Esq. COOLEY LLP The Grace Building 1114 Avenue of the Americas New York, New York jindyke@cooley.com chershcopf@cooley.com jcohen@cooley.com rkalnit@cooley.com Counsel to the Committee 2

33 Case LSS Doc Filed 06/15/16 Page 4 of 4 Michael H. Torkin, Esq. Noam R. Weiss, Esq. Sullivan & Cromwell LLP 125 Broad Street New York, NY torkinm@sullcrom.com weissn@sullcrom.com Counsel to the Buyer Morton R. Branzburg, Esq. Klehr Harrison Harvey Branzburg 1835 Market Street, Suite 1400 Philadelphia, PA mbranzburg@klehr.com Counsel to the Buyer 3