Case KG Doc 316 Filed 10/08/15 Page 1 of 7 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE ) ) )

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1 Case KG Doc 316 Filed 10/08/15 Page 1 of 7 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: ) Chapter 11 ) HAGGEN HOLDINGS, LLC, et al., 1 Debtors. ) ) ) Case No (KG) (Jointly Administered) Objection Deadline: October 8, 2015 at 4:00 p.m. ) Hearing Date: October 15, 2015 at 2:00 p.m. Related D.I. 172 ) LIMITED OBJECTION AND RESERVATION OF RIGHTS OF TRAILS VILLAGE CENTER COMPANY, A NEVADA GENERAL PARTNERSHIP, WITH RESPECT TO MOTION OF DEBTORS PURSUANT TO 11 U.S.C. 105, 363 AND 554 FOR APPROVAL OF (I) GLOBAL PROCEDURES FOR (A) STORE CLOSINGS, (B) THE EXPEDITED SALE, TRANSFER OR ABANDONMENT OF DE MINIMIS ASSETS, AND (II) ENTRY INTO A LIQUIDATION AGREEMENT Trails Village Center Company, a Nevada general partnership ( Trails Village ), hereby files its Limited Objection and Reservation of Rights (the Limited Objection ) to the Motion of the Debtors Pursuant to 11 U.S.C. 105, 363, and 554 for Approval of (I) Global Procedures for (A) Store Closings, and (B) the Expedited Sale, Transfer, or Abandonment of De Minimis Assets, and (II) Entry into a Liquidation Agreement (the Second Store Closing Motion ). [D.I. 172]. In support of its Limited Objection, Trails Village respectfully avers as follows: SUMMARY 1. Trails Village is a commercial landlord for one of the stores (the Trails Village Store ) that will be closed pursuant to the Second Store Closing Motion. The Trails Village Store is located in an upscale shopping center (the Trails Village Center ) in the 22,000 acre masterplanned community of Summerlin in Las Vegas, Nevada developed by the Howard Hughes Corporation. Like the entire community it serves, the Trails Village Center is carefully and 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 { ;v1 }

2 Case KG Doc 316 Filed 10/08/15 Page 2 of 7 strategically located and planned in all aspects from architectural amenities and parking to the competitive balance in the community. The location of the Center and its merchants are integrated to form a full service functional shopping center to serve over 25,000 people. The Trails Village Store is the major anchor store of the Trails Village Center and was granted exclusivity in the community to ensure its success. As such, the store s closing is of critical importance to the surrounding community of Summerlin as well as to Trails Village as the operator of the Trails Village Center and the other tenants in the Center. 2. Trails Village does not object to the proposed store closing to the extent permitted under the Lease (as hereinafter defined) and/or the Bankruptcy Code, and will cooperate in good faith with the Debtors and their Agent 2 to facilitate the Store Closing Sale in accordance with the Debtors rights in this regard, and in a manner befitting the Trails Village Center. However, Trails Village files this Limited Objection to clarify that its cooperation does not constitute consent or waiver of any rights under the Lease. Trails Village reserves all rights under its Lease with the Debtors, as well as under applicable bankruptcy and nonbankruptcy laws and regulations concerning not only the conduct of the Store Closing Sale but also against the Debtors and any successors and assigns under the Lease with respect to any subsequent proceedings including, without limitation, any proposed rejection, assumption and/or assumption and assignment concerning the Lease. BACKGROUND 3. On September 8, 2015 (the Petition Date ), the above-captioned Debtors (the Debtors ) each filed voluntary petitions in the United States Bankruptcy Court for the District of Delaware (the Court ) for relief pursuant to Chapter 11 of Title 11 of the United States Code (the 2 Terms not otherwise defined herein shall have the meaning ascribed in the Second Store Closing Motion. { ;v1 } 2

3 Case KG Doc 316 Filed 10/08/15 Page 3 of 7 Bankruptcy Code ). 4. The Debtors are operating their businesses and managing their properties as debtors-in-possession pursuant to section 1107(a) and 1108 of the Bankruptcy Code. 5. On September 21, 2015, the Office of the United States Trustee for the District of Delaware appointed an official committee of unsecured creditors pursuant to section 1102 of the Bankruptcy Code. 6. On September 9, 2015, the Debtors filed an Emergency Motion for Interim and Final Orders: (I) Authorizing the Debtors to Assume the Disposition Agreement; (II) Authorizing the Approving the Conduct of Store Closing or Similar Themed Sales, with Such Sales to be Free and Clear of All Liens, Claims and Encumbrances, and (III) Granting Related Relief (the First Store Closing Motion ). [D.I. 12]. By the First Store Closing Motion, the Debtors sought approval to conduct and/or continue store closing sales at 27 of its stores. On September 24, 2015, the Court entered an order approving the First Store Closing Motion on an interim basis. [D.I. 155]. 7. On September 24, 2015, the Debtors filed and served their Second Store Closing Motion on Trails Village, seeking authority to enter into a liquidation agreement to conduct Store Closing Sales (as defined in the Second Store Closing Motion) at an additional 100 stores, and providing related sale guidelines and procedures with respect to the closing sales. The Trails Village Store is included as a Closing Store in the Second Store Closing Motion. As set forth therein, the Debtors propose to close the Trails Village Store and other Closing Stores in a sale process that will be conducted from October 16, 2015 until November 15, On October 3, 2015, the Debtors filed their Motion Pursuant to 11 U.S.C. 105, 363, 365, 503 and 507 for Approval of: (I) (A) Global Bidding Procedures, (B) Bid Protections, (C) Form and Manner of Notice of Sale Transactions and Sale Hearing, and (D) Assumption and { ;v1 } 3

4 Case KG Doc 316 Filed 10/08/15 Page 4 of 7 Assignment Procedures; and (II) (A) Purchase Agreements, (B) Sale of Certain of the Debtors Assets Free and Clear of Liens, Claims, Interests and Encumbrances, and (C) Assumption and Assignment of Certain Executory Contracts and Leases (the Bid Procedures Motion ). [D.I. 262]. As set forth in the Bid Procedures Motion, the Debtors reportedly have stalking horse bids for a number of the leases of the Closing Stores, including the Lease of the Trails Village Store. Thus, it appears that after closing the Trails Village Store, the Debtors intend to sell and assume and assign the Lease of the Trails Village Store to a yet to be determined buyer. THE LEASE 9. Debtor Haggen Opco South, LLC (the Debtor ), as successor in interest to the Vons Companies, Inc., leases the Trails Village Store and the premises on which it is located (the Demised Premises ) from Trails Village pursuant to that certain Lease dated November 5, 1996, as amended by that certain First Amendment to Lease (the First Lease Amendment ) dated March 20, 1997, and that certain Second Lease Modification Agreement (the Second Lease Amendment ) dated May 8, 1998 (as amended, the Lease ). A copy of the Lease, including the First and Second Lease Amendments and that certain Assumption and Assignment of Lease dated June 12, 2015 to Haggen Opco South, LLC, is attached hereto as Exhibit A. 10. The Lease has a basic term of 30 years and is an unexpired lease of nonresidential real property within the meaning of section 365(d)(3) of the Bankruptcy Code. 11 U.S.C. 365(d)(3); Lease 2.1(c). The Lease is also a lease of real property in a shopping center within the scope of section 365(b)(3) of the Bankruptcy Code. 11 U.S.C. 365(b)(3); In re Joshua Slocum Ltd., 922 F.2d 1081 (3d. Cir. 1991); Lease 16.1 (providing that Lease is of real property in a shopping center under section 365(b)(3)). 11. The Trails Village Store and the Demised Premises are subject to numerous terms { ;v1 } 4

5 Case KG Doc 316 Filed 10/08/15 Page 5 of 7 and conditions under the Lease, including, without limitation, terms: prohibiting lessee from operating another supermarket within 1.5 miles (Lease 3.2(e)); providing the store must be used as a first class supermarket meeting certain operational standards to insure the quality of service to the community (Lease 5.1); requiring consents for alterations both inside and outside the Trails Village Store (Lease 6.1 and First Lease Amendment 1; providing numerous general and specific use restrictions (Lease 11); requiring lessor s prior written consent for transfer of any interest in the Lease (Lease 13). The conditions also include those set forth in that certain Declaration of Special Land Use Restrictions between Trails Village and Howard Hughes Properties, Limited Partnership, as master developer of Summerlin, dated October 1, 1996, a copy of which is attached to the Lease as Exhibit E. The Lease is also subject the Declaration of Special Land Use Restrictions ( SLUR ) recorded June 4, 1997 by the Master Developer for the 22,000 acre Master Planned Community of over 100,000 existing residents and the Declaration of Covenants, Conditions and Restrictions and Grants of Easements (CC&R s) recorded June 4, 1997 against the property as a condition precedent to the development of the Center. 12. Additionally, under section 5.3 of the Lease, each party has bargained-for rights with respect to the closure of the Trails Village Store. The Debtor, as lessee, has sole and absolute discretion to discontinue operations at the Demised Premises and to close for business by providing prior written notice to Trails Village, as lessor. Lease 5.3. In turn, the Lease provides that Trails Village, as lessor, may [a]t any time following Lessor s receipt of the Closure Notice up to the one (1) year anniversary of Lessor s receipt of such notice, Lessor may unilaterally { ;v1 } 5

6 Case KG Doc 316 Filed 10/08/15 Page 6 of 7 terminate this Lease upon thirty (30) days prior written notice to Lessee. Lease 5.3. LIMITED OBJECTION AND RESERVATION OF RIGHTS 13. Trails Village does not object to the proposed store closing to the extent permitted under the Lease and/or the Bankruptcy Code, and will cooperate in good faith with the Debtors and their Agent to facilitate the Store Closing Sale in accordance with the Debtors rights in this regard, and in a manner befitting the Trails Village Center and the surrounding community. 14. However, Trails Village files this Limited Objection to reserve all rights under its Lease with the Debtor, as well as under applicable bankruptcy and nonbankruptcy laws and regulations. Trails Village s cooperation with the Store Closing Sale is not intended as, and is not, a consent or a waiver of any of Trails Village s rights under the Lease. Trails Village s reservation of rights includes all matters concerning the conduct of the Store Closing Sale, and Trails Village reserves the right to contact the Court and request a telephonic hearing in the event it is unable to resolve any disputes concerning the conduct of the Store Closing Sale after good faith negotiations with the Agent and/or Debtors. 15. Additionally, Trails Village respectfully submits that the Debtors filing and service of the Second Store Closing Motion qualifies as a written Closure Notice within the scope of section 5.3 of the Lease. Trails Village has not exercised its corresponding rights under section 5.3 with respect to termination of the Lease, and will only do so in accordance with the applicable notice periods under the Lease, and, with respect to the Debtors, only after first seeking and obtaining any required relief from the automatic stay under section 362 of the Bankruptcy Code. However, Trails Village expressly reserves all such rights against the Debtors and any successors and assigns under the Lease. 16. Trails Village s reservation of rights also extends to any subsequent proceedings { ;v1 } 6

7 Case KG Doc 316 Filed 10/08/15 Page 7 of 7 related to the Lease including, without limitation, any proposed rejection, assumption and/or assumption and assignment thereof. WHEREFORE, Trails Village requests that the Court only grant the Second Store Closing Motion on terms consistent with this Limited Objection, and for such other and further relief as the Court may deem just and appropriate. Dated: October 8, 2015 ASHBY & GEDDES, P.A. /s/ Benjamin W. Keenan Ricardo Palacio (#3765) Benjamin W. Keenan (#4724) 500 Delaware Avenue, 8th Floor P.O. Box 1150 Wilmington, Delaware Tel: (302) Fax: (302) and- JOLLEY URGA WOODBURY & LITTLE Brian E. Holthus, Esq Howard Hughes Parkway, Suite 1600 Las Vegas, Nevada Tel: (702) Fax: (702) beh@juww.com Counsel for Trails Village Center Company, a Nevada general partnership { ;v1 } 7

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104 Case KG Doc Filed 10/08/15 Page 1 of 1 CERTIFICATE OF SERVICE I, Benjamin W. Keenan, hereby certify that, on October 8, 2015, I caused one copy of the foregoing document to be served upon the parties below in the manner indicated. HAND-DELIVERY AND YOUNG CONAWAY STARGATT & TAYLOR, LLP Matthew B. Lunn, Esq. Robert F. Poppiti, Jr., Esq. Ashley E. Jacobs, Esq North King Street Wilmington, DE FIRST CLASS U.S. MAIL AND STROOCK & STROOCK & LAVAN LLP Frank A. Merola, Esq. Sayan Bhattacharyya, Esq. Matthew G. Garofalo, Esq. 180 Maiden Lane New York, NY /s/ Benjamin W. Keenan Benjamin W. Keenan (#4724) { ;v1 }

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