Case GLT Doc 925 Filed 08/21/17 Entered 08/21/17 17:42:03 Desc Main Document Page 1 of 6

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1 Document Page 1 of 6 In re: IN THE UNITED STATES BANKRUPTCY COURT FOR THE WESTERN DISTRICT OF PENNSYLVANIA rue21, inc., et al. 1 rue21, inc., et al., v. No Respondent. Debtors. Movant, Respondent. Case No (GLT) Chapter 11 (Jointly Administered) Related to Docket Nos. 695, 836, 870, 916 JOINDER OF WASHINGTON PRIME GROUP INC. TO THE OBJECTION OF CERTAIN LANDLORDS TO THE DEBTORS FIRST AMENDED JOINT PLAN OF REORGANIZATION PURSUANT TO CHAPTER 11 OF THE BANKRUPTCY CODE Washington Prime Group Inc. ( WPG ), as managing agent for the owner of the properties identified herein (the WPG Landlords ), by its undersigned counsel, hereby joins (this Joinder ) in the Limited Objection and Reservation of Rights of Weingarten Realty Investors Landlords and Surprise Marketplace Holdings to Confirmation of Debtors First Amended Joint Plan of Reorganization (Docket No. 916) (the Limited Objection ) to the Debtors First Amended Joint Plan of Reorganization Pursuant to Chapter 11 of the Bankruptcy Code (Docket No. 695) (the Amended Plan ). In support of this Joinder, WPG respectfully states: 1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor s federal tax identification number, include: 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

2 Document Page 2 of 6 BACKGROUND 1. On May 15, 2017 (the Petition Date ), the above-captioned debtors (the Debtors ) filed voluntary petitions (the Chapter 11 Cases ) for relief under chapter 11 of title 11 of the United States Code (the Bankruptcy Code ). 2. Upon information and belief, the Debtors are operating their businesses and managing their properties as debtors-in-possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. 3. The Debtors and the WPG Landlords are parties to certain unexpired leases (the Leases ) of nonresidential real property (the Leased Premises ) identified on the attached Exhibit A Specifically, as of the Petition Date, the Debtors leased retail space at forty-one (41) locations. As of the date of this Joinder, thirty-four (34) of the Leases have not been assumed, assumed and assigned, or rejected by the Debtors All of the Leased Premises are located in shopping centers as that term is used in section 365(b)(3) of the Bankruptcy Code. See, e.g., In re Joshua Slocum Ltd., 922 F.2d 1081, (3rd Cir. 1990). 6. On July 21, 2017, the Debtors filed their Amended Plan. 7. On August 21, 2017, certain landlords filed the Limited Objection to the Amended Plan, asserting that the Exit Credit Facilities Documents (as defined in the Limited Objection) 2 The Leases and related documentation are voluminous, and therefore, have not been attached to this Joinder. WPG will provide a copy of the Leases and related documentation to this Court and parties in interest upon request. 3 The Debtors have rejected WPG s leases at the following locations: Bowie Town Center, Great Lakes Mall, Seminole Towne Center, Sunland Park Mall, Towne West Square, Valle Vista Mall, and Westminster Mall. See Docket Nos. 531, 534, 537, and

3 Document Page 3 of 6 should not grant any direct lien on the Debtors leases, and that any post-confirmation assignment of the Debtors leases to New rue21, LLC must be governed by the terms of the respective leases. JOINDER AND RESERVATION OF RIGHTS 8. WPG hereby joins in, and incorporates herein by reference, the Limited Objection, and adopts the arguments in the Limited Objection as its own. WPG reserves any and all rights to supplement and/or amend this Joinder and expressly reserves the right to raise any additional objections with respect to the Amended Plan, or any additional amendments thereto. 9. Objections to cure amounts for those leases identified on the Debtors Notice of Filing of Assumed Executory Contract and Unexpired Lease Schedule (Docket No. 836) (the Assumption Schedule ) are due on or before September 6, 2017, as provided for in Article V.C of the Amended Plan and in Paragraph 25 of the Order (I) Approving the Disclosure Statement for the Debtors Joint Plan of Reorganization Pursuant to Chapter 11 of the Bankruptcy Code; (II) Approving Certain Dates Related to Plan Confirmation; (III) Approving Procedures for Soliciting, Voting, and Tabulating Votes On, and for Filing Objections to, the Plan and Approving the Forms of Ballots and Notices; and (IV) Granting Related Relief (Docket No. 719). WPG reserves all of its rights to object to the Debtors proposed cure amounts, as may be provided for in the Assumption Schedule or otherwise. WAIVER OF LOCAL RULE (A) 10. To the extent Local Rule (a) of the Local Rules for this district requires a proposed order with this Joinder, WPG respectfully requests a waiver of such requirement given the alternative forms of relief required herein and as proposed in the Limited Objection. WHEREFORE, for the reasons set forth in the Limited Objection, WPG respectfully 3

4 Document Page 4 of 6 requests that this Court enter an order: (a) sustaining this Joinder; and (b) granting WPG such other and further relief as this Court deems just and appropriate under the circumstances. Dated: August 21, 2017 Pittsburgh, Pennsylvania Respectfully submitted, By: /s/ Kevin L. Colosimo Kevin L. Colosimo, Esquire (Pennsylvania Bar I.D. No ) FROST BROWN TODD LLC 501 Grant Street, Union Trust Building, Suite 800 Telephone: (412) Facsimile: (412) kcolosimo@fbtlaw.com - and- Ronald E. Gold, Esquire (Ohio Bar No ) (Admitted Pro Hac Vice) FROST BROWN TODD LLC 3300 Great American Tower 301 E. Fourth Street Cincinnati, Ohio Telephone: (513) Facsimile: (513) rgold@fbtlaw.com Counsel for Washington Prime Group Inc. 4

5 Document Page 5 of 6 CERTIFICATE OF SERVICE I hereby certify under the penalties of perjury that on the 21st day of August, 2017, I caused a copy of the foregoing to be served by electronic means through the ECF system to all registered ECF participants and via mail to the parties indicated below. Jonathan S. Henes, P.C. Robert A. Britton George Klidonas KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 601 Lexington Avenue New York, New York Bankruptcy Court Clerk The Clerk of the Court United States Bankruptcy Court for the Western District of Pennsylvania 5414 U.S. Steel Tower 600 Grant Street Jay Indyke Cathy Hershcopf Michael Klein Cooley LLP 1114 Sixth Avenue New York, New York By: /s/ Kevin L. Colosimo Kevin L. Colosimo, Esquire (Pennsylvania Bar I.D. No ) FROST BROWN TODD LLC Union Trust Building 501 Grant Street, Suite 800 Telephone: (412) Facsimile: (412) kcolosimo@fbtlaw.com Counsel to the Debtors Counsel to the Creditors Committee Eric A. Schaffer (PA I.D. #30797) Jared S. Roach (PA I.D. #307541) REED SMITH LLP 225 Fifth Avenue Pittsburgh, Pennsylvania Office ofthe United States Trustee Heather Sprague Office of the United States Trustee for the Western District of Pennsylvania 1001 Liberty Avenue, Suite 970 Pittsburgh, Pennsylvania John R. Gotaskie, Jr. Fox Rothschild LLP Bank of New York Mellon Center 500 Grant Street #2500 5

6 Document Page 6 of 6 Counsel to the Ad Hoc Cross-Holder Group Gerard Uzzi Eric K. Stodola Matthew R. Koch Milbank, Tweed, Hadley & McCloy LLP 28 Liberty Street New York, New York Julia Frost-Davies Amelia C. Joiner Morgan Lewis & Bockius LLP One Federal Street Boston, Massachusetts Counsel to the Sponsor Entities Elisha D. Graff Jonathan E. Endean Simpson Thacher & Bartlett LLP 425 Lexington Avenue New York, New York Counsel to the ABL Agent and the DIP ABL Agent Counsel to the DIP Term Backstop Lenders, the Term Loan Lender Group, the Term Loan Agent and the DIP Term Loan Agent Scott J. Greenberg Michael J. Cohen Jones Day 250 Vesey Street New York, New York James D. Newell Timothy Palmer Buchanan Ingersoll & Rooney PC One Oxford Centre 301 Grant Street, 20th Floor v3 6

7 Case GLT Doc Filed 08/21/17 Entered 08/21/17 17:42:03 Desc Exhibit A Page 1 of 1 EXHIBIT A Shopping Center Name Location rue21 ANDERSON MALL Anderson, South Carolina ASHLAND TOWN CENTER Ashland, South Carolina BOWIE TOWN CENTER Bowie, Maryland BOYNTON BEACH MALL Boynton Beach, Florida CHARLOTTESVILLE FASHION Charlottesville, Virginia CHAUTAUQUA MALL Lakewood, New York COLONIAL PARK MALL Harrisburg, Pennsylvania DAYTON MALL Dayton, Ohio GRAND CENTRAL MALL Vienna, West Virginia GREAT LAKES MALL Mentor, Ohio INDIAN MOUND MALL Heath, Ohio IRVING MALL Irving, Texas LIMA MALL Lima, Ohio LINCOLNWOOD TOWN CENTER Lincolnwood, Illinois LINDALE MALL Cedar Rapids, Iowa MALL AT FAIRFIELD COMMON Beavercreek, Ohio MAPLEWOOD MALL St. Paul, Minnesota MARKLAND MALL Kokomo, Indiana MELBOURNE SQUARE Melbourne, Floria MESA MALL Grand Junction, Colorado MORGANTOWN MALL Morgantown, West Virginia MUNCIE MALL Muncie, Indiana NEW TOWNE MALL New Philadelphia, Ohio NORTHTOWN MALL Blaine, Minnesota OAK COURT MALL Memphis, Tennessee ORANGE PARK MALL Orange Park, Florida OUTLET COLLECTION - SEATTLE Auburn, Washington PORT CHARLOTTE TOWN CENTER Port Charlotte, Florida ROLLING OAKS MALL San Antonio, Texas RUSHMORE MALL Rapid City, South Dakota SEMINOLE TOWNE CENTER Sanford, Florida SUNLAND PARK MALL El Paso, Texas TOWNE WEST SQUARE Wichita, Kansas VALLE VISTA MALL Harlingen, Texas WEST RIDGE MALL Topeka, Kansas WESTMINSTER MALL Westminster, California WESTSHORE PLAZA Tampa, Floria rue21 etc! EDISON MALL NORTHWOODS MALL SOUTHERN PARK MALL TOWN CENTER AT AURORA Fort Myers, Florida Ft. Wayne, Indiana Youngstown, Ohio Aurora, Colorado