Case KG Doc 3964 Filed 11/12/18 Page 1 of 6 IN UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

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1 Case KG Doc 3964 Filed 11/12/18 Page 1 of 6 IN UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Chapter 11 HH Liquidation, LLC, et al., 1 Case No (KG Debtors. Jointly Administered Ref. Docket No DECLARATION OF THORA THORODDSEN IN SUPPORT OF MOTION FOR ENTRY OF AN ORDER, PURSUANT TO SECTIONS 105(a, 305(a, 349, 363, 554 AND 1112(b OF THE BANKRUPTCY CODE AND BANKRUPTCY RULES 1017 AND 6007, (I AUTHORIZING THE DISMISSAL OF THE OPCO DEBTORS CHAPTER 11 CASES, (II AUTHORIZING THE OPCO DEBTORS TO DESTROY THEIR BOOKS AND RECORDS, AND (III GRANTING CERTAIN RELATED RELIEF I, Thora Thoroddsen, declare under penalty of perjury pursuant to 28 U.S.C. 1746: 1. I am a Senior Managing Director with Sitrick Brincko Group, the Restructuring Division of Resources Global Professionals ( RGP, an international management consulting firm where I have been employed since I received a bachelor s degree in Business, Accounting and Auditing in Iceland, a master s degree in Economics, Econometrics and Statistics from California State University in Long Beach, California, and an MBA in Finance from the Peter F. Drucker Graduate Management Center, Claremont Graduate School in Claremont, California. 2. I submit this declaration (the Declaration in support of the Motion for Entry of an Order, Pursuant to Sections 105(a, 305(a, 349, 363, 554 and 1112(b of the Bankruptcy 1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor s federal tax identification number, are: HH Liquidation, LLC (f/k/a Haggen Holdings, LLC (7558, HH Operations, LLC (f/k/a Haggen Operations Holdings, LLC (6341, HH Opco South, LLC (f/k/a Haggen Opco South, LLC (7257, HH Opco North, LLC (f/k/a Haggen Opco North, LLC (5028, HH Acquisition, LLC (f/k/a Haggen Acquisition, LLC (7687, and HH Legacy, Inc. (f/k/a Haggen, Inc. (4583. The mailing address for each of the Debtors is Aliso Creek Road, Suite B-1003, Aliso Viejo, California

2 Case KG Doc 3964 Filed 11/12/18 Page 2 of 6 Code and Bankruptcy Rules 1017 and 6007, (I Authorizing the Dismissal of the Opco Debtors Chapter 11 Cases, (II Authorizing the Opco Debtors to Destroy their Books and Records, and (III Granting Certain Related Relief [Docket No. 3812] (the Dismissal Motion. 2 I have reviewed and am familiar with the terms of the Dismissal Motion, and the revised Proposed Order (the Revised Proposed Order filed with the Court on November 12, Further, upon RGP s retention as the Debtors claims consultant shortly after the inception of the Bankruptcy Cases [Docket No. 1373], RGP has provided the Debtors with the following services: (a reviewing and evaluating claims to determine their validity; (b matching claims to scheduled liabilities; (c researching disputed claims; (d providing litigation support in litigated claims disputes; and (e such other claim-related services as was agreed to by the Debtors and RGP. 4. As a result, I have worked closely with the Debtors management, representatives, Kurtzman Carson Consultants LLC ( KCC, the Debtors court-appointed claims and noticing agent, and other retained professionals, and have become well-acquainted with the Debtors businesses and financial affairs and the claims register for the Bankruptcy Cases maintained by KCC (the Claims Register. Except as otherwise indicated, all facts set forth herein are based upon my personal knowledge of the Debtors operations and finances gleaned during the course of my employment at RGP, my discussions with the Debtors senior management team, representatives and other retained professionals, my review of relevant documents, or my opinion based upon experience. I am authorized to submit this Declaration. If called upon to testify, I could and would testify competently to the facts set forth herein. 2 Capitalized terms used but not otherwise defined herein have the meaning given to them in the Dismissal Motion. -2-

3 Case KG Doc 3964 Filed 11/12/18 Page 3 of 6 DECLARATION A. Schedules and Bar Dates 5. On October 12, 2015, the Debtors filed their schedules of assets and liabilities and statements of financial affairs (collectively, the Schedules [Docket Nos ]. On December 10, 2015 and December 28, 2015, the Debtors filed certain amendments to the Schedules [Docket Nos , , 1099, 1100, ]. 6. On October 13, 2015, the Court entered an order [Docket No. 387] establishing December 14, 2015 at 4:00 p.m. (prevailing Eastern Time as the deadline for any claims pursuant to section 503(b(9 of the Bankruptcy Code to be filed against the Debtors. In addition, on November 6, 2015, the Court entered an order [Docket No. 617] (the Bar Date Order establishing: (a January 4, 2016 at 5:00 p.m. (prevailing Eastern Time (the General Bar Date as the deadline for creditors (other than governmental units, as such term is defined in section 101(27 of the Bankruptcy Code to file proofs of claim against the Debtors; and (b March 7, 2016 at 5:00 p.m. (prevailing Eastern Time as the deadline for any governmental unit to file proofs of claim against the Debtors. 7. The Bar Date Order also provides that if the Debtors amend or supplement the Schedules subsequent to the date of service of the Bar Date Notice (as defined in the Bar Date Order, then the Debtors shall give notice of any such amendment or supplement to the holders of claims affected thereby, and such holders shall be afforded the later of the General Bar Date or 5:00 p.m. (ET on the date that is thirty (30 days from the date on which such notice is given to file proofs of claim in respect of their claims. 8. Additionally, pursuant to the Bar Date Order, except as otherwise provided by another order of the Court, any person or entity that holds a claim that arises from the rejection -3-

4 Case KG Doc 3964 Filed 11/12/18 Page 4 of 6 of an executory contract or unexpired lease must file a proof of claim based on such rejection on or before the later of (a the General Bar Date or (b 5:00 p.m. (ET on the date that is thirty (30 days following the entry of the order approving such rejection. 9. Finally, on August 8, 2018, the Debtors filed a motion [Docket No. 3771] seeking the entry of an order establishing 5:00 p.m. (Eastern Time on October 3, 2018 (the Administrative Claims Bar Date as the deadline for any administrative claims that arose, accrued or otherwise became due and payable during the period from the Petition Date through and including August 31, 2018, other than a claim arising under section 503(b(9 of the Bankruptcy Code, to be filed against the Debtors. On August 24, 2018, the Bankruptcy Court entered an order fixing the Administrative Claims Bar Date [Docket No. 3804], and an affidavit evidencing service of notice of such bar date [Docket No. 3805] was filed with the Bankruptcy Court on September 4, 2018 [Docket No. 3831]. B. Claims Analysis 10. Throughout the Bankruptcy Cases, the Debtors, with the assistance of RGP and their other professionals, have reviewed, filed numerous objections to, and negotiated substantially all of the claims asserted against the Debtors, as reflected on the Claims Register. Such actions included the preparation and filing by the Debtors of twenty-six omnibus, and several standalone, objections to claims pursuant to section 502 of the Bankruptcy Code. As a result of these efforts, as of the date hereof, all known disputed claims against the Opco Debtors other than the Remaining Claim 3 have been resolved. Furthermore, the Debtors remain optimistic that the Remaining Claim will be consensually resolved in the near term. 3 Remaining Claim means claim number 1952 asserted by Balboa Retail, LLC against HH Opco South, LLC in the face amount of $107,

5 Case KG Doc 3964 Filed 11/12/18 Page 5 of 6 C. Distributions and Reserves 11. All valid and undisputed secured, administrative and priority claims against the Opco Debtors in the Claims Register, other than the Propco Secured Claim, are reflected on the schedule attached as Exhibit 1 to the Revised Proposed Order (the Opco Debtor SAP Schedule, which schedule RGP had principal responsibility for preparing and reviewing. Specifically, the Opco Debtor SAP Schedule includes: (a all valid and undisputed secured, administrative and priority claims against the Opco Debtors in the Claims Register that were identified by RGP and KCC prior to the filing of the Dismissal Motion; (b all additional valid and undisputed administrative claims against the Opco Debtors in the Claims Register that were asserted during the period from the date on which the Dismissal Motion was filed through and including the Administrative Claims Bar Date; and (c all previously disputed administrative claims (or portions thereof against the Opco Debtors in the Claims Register that were asserted prior to the Administrative Claims Bar Date, and which were subsequently determined to be valid or have otherwise been resolved. In short, unless previously disallowed by the Court or otherwise agreed by the claimant, with the exception of the Remaining Claim, all secured, administrative and priority claims against the Opco Debtors in the Claims Register are set forth in the Opco Debtor SAP Schedule in the amounts provided for in the Claims Register. 12. Further, given that discussions with the holder of the Remaining Claim regarding a consensual resolution to such claim are still ongoing, on or as soon as practicable after the Dismissal Effective Date, I, in my capacity as the Plan Administrator, shall establish and maintain a reserve (the Remaining Claim Reserve consisting of cash in an aggregate amount that I reasonably deem sufficient to pay the holder of the Remaining Claim the amount of cash such holder would have been entitled to receive if such Remaining Claim had been an allowed -5-

6 Case KG Doc 3964 Filed 11/12/18 Page 6 of 6 claim on the Dismissal Effective Date. Following entry of the Revised Proposed Order, to the extent the Remaining Claim is resolved by mutual written agreement of the parties or by the entry of an order of the Court, the holder of such Remaining Claim shall receive a distribution on account of such claim in accordance with the terms of such agreement or order. D. Sufficient Cash to Satisfy Opco Debtor SAP Claims 13. Based on my review of the Debtors cash position, the Opco Debtor SAP Schedule, the Propco Secured Claim, and the Opco Debtor SAP Claims, the Opco Debtors will have sufficient cash on hand to (a make distributions in full satisfaction of the Propco Secured Claim, as compromised pursuant to the Global Settlement Agreement, and the Opco Debtor SAP Claims set forth on the Opco Debtor SAP Schedule, as such claims may have been consensually compromised pursuant to the Global Settlement Agreement or otherwise, and (b fund the Remaining Claim Reserve, each in accordance with the terms of the Revised Proposed Order. I declare under penalty of perjury under the laws of the United States and the State of Delaware that the foregoing is true and correct. Executed this 12th day of November, 2018, in Los Angeles, California. /s/ Thora Thoroddsen Thora Thoroddsen -6-