In the United States Bankruptcy Court for the District of Delaware

Case 20-10941-CSS Doc 24 Filed 04/13/20 Page 1 of 11 Docket #24 Date Filed: 04/13/2020

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

In re: Chapter 11

TRUE RELIGION APPAREL, INC., et al., Case No. 20-10941 (CSS)

1 Debtors. (Joint Administration Pending)

DEBTORS’ OMNIBUS MOTION FOR ENTRY OF AN ORDER (I) AUTHORIZING REJECTION OF CERTAIN UNEXPIRED LEASES NUNC PRO TUNC TO THE PETITION DATE AND (II) GRANTING RELATED RELIEF

PARTIES RECEIVING THIS MOTION SHOULD LOCATE THEIR NAMES AND THEIR LEASE LISTED ON SCHEDULE 1 TO THE PROPOSED ORDER ATTACHED HERETO AS EXHIBIT B.

True Religion Apparel Inc. and certain of its affiliates, as debtors and debtors in possession in the above-captioned cases (collectively, the “Debtors”), hereby move (the

“Motion”) this Court for entry of an Order, substantially in the forms attached as Exhibit B, pursuant to sections 105(a) and 365(a) of title 11 of the United States Code, 11 U.S.C. §§ 101-

1532 (the “Bankruptcy Code”) and Rule 6006 of the Federal Rules of Bankruptcy Procedure (the

“Bankruptcy Rules”), granting the relief described below. In support thereof, the Debtors refer to and incorporate the contemporaneously filed Declaration of Richard Lynch, Interim Chief

Financial Officer, in Support of Chapter 11 Petitions and First Day Pleadings (the “First Day

Declaration”). In further support of this Motion, the Debtors submit the Declaration of Richard

Lynch in Support of the Debtors’ Omnibus Motion for Entry of an Order (I) Authorizing

1 The Debtors and the last four digits of their respective taxpayer identification numbers are: TRLG Intermediate Holdings, LLC (3150); True Religion Apparel, Inc. (2633); Guru Denim LLC (1785); True Religion Sales, LLC (3441); and TRLGGC Services, LLC (8453). The Debtors’ headquarters is located at 1888 Rosecrans Avenue, Manhattan Beach, CA 90266.

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Rejection of Certain Unexpired Leases Nunc Pro Tunc to the Petition Date and (II) Granting

Related Relief (the “Lynch Declaration”), attached hereto as Exhibit A, and represent as follows:

RELIEF REQUESTED

1. The Debtors seek entry of an order (a) authorizing the rejection of certain unexpired leases, including any guaranties thereof and any amendments, modifications, or subleases thereto (each, a “Lease,” and collectively, the “Leases”), a list of which is annexed as

Schedule 1 to Exhibit B, nunc pro tunc to the Petition Date (defined below); and (b) preserving the Debtors’ rights to determine to either retrieve or abandon the property located at the premises.

JURISDICTION AND VENUE

2. This Court has jurisdiction to consider this Motion under 28 U.S.C. §§ 157 and

1334, and the Amended Standing Order of Reference from the United States District Court for the District of Delaware dated February 29, 2012. This is a core proceeding under 28 U.S.C.

§ 157(b) and, pursuant to Rule 9013-1(f) of the Local Rules of Bankruptcy Practice and

Procedure of the United States Bankruptcy Court for the District of Delaware (the “Local

Rules”), the Debtors consent to the entry of a final order by the Court in connection with this

Motion to the extent that it is later determined that the Court, absent consent of the parties, cannot enter final orders or judgments consistent with Article III of the United States

Constitution.

3. Venue of these cases and the Motion in this District is proper under 28 U.S.C.

§§ 1408 and 1409.

4. The statutory and legal predicates for the relief requested herein are sections

105(a) and 365(a) of the Bankruptcy Code and Bankruptcy Rule 6006.

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BACKGROUND

A. The Chapter 11 Cases

5. On April 13, 2020, each Debtor commenced a case by filing a petition for relief under chapter 11 of the Bankruptcy Code (collectively, the “Chapter 11 Cases”). The Debtors have requested that the Chapter 11 Cases be jointly administered. The factual background regarding the Debtors, including their business operations, their capital and debt structure, and the events leading to the filing of the Chapter 11 Cases, is set forth in the First Day Declaration.

6. The Debtors continue to manage and operate their businesses as debtors-in- possession pursuant to sections 1107 and 1108 of the Bankruptcy Code.

7. To date, no creditors’ committee has been appointed in the Chapter 11 Cases by the Office of the United States Trustee for the District of Delaware (the “U.S. Trustee”). No trustee or examiner has been appointed in the Chapter 11 Cases.

8. As described in detail in the First Day Declaration, the Debtors have today filed the Chapter 11 Cases amid an unprecedented health crisis with difficult social, political and economic implications. While the Debtors would have preferred to wait-out the current instabilities of the financial markets and retail industry generally, they simply could not afford to do so. Existing liquidity constraints, accelerated by the COVID-19 pandemic and the attendant government stay-at-home orders and edicts that locked the Debtors out of all their brick-and- mortar retail locations, and the hundreds of brick-and-mortar stores of the Debtors’ wholesale business customers, precipitated the Debtors’ difficult decision to furlough all non-essential employees and commence these cases as the only available means to maximize value for their various stakeholders. The relief sought in this Motion is critical to preserve liquidity and maintain the Debtors’ viability as a going concern.

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B. The Leases

9. As of the Petition Date, the Debtors are parties to approximately 83 real property leases in 27 states. The leases include 79 retail store locations located in the United States. As part of their ongoing restructuring efforts, the Debtors are engaging in a comprehensive review and analysis of their lease portfolio. After carefully evaluating the earnings, sales trends, occupancy costs, and capital-and business-planning variables surrounding each store, the Debtors have identified fourteen (14) stores that are underperforming (“Underperforming Stores”). As such, the Debtors have determined, in the exercise of their business judgment, that it is in the best interests of their estates to seek authority to reject the Leases of the Underperforming Stores.

Rejecting the Leases of the Underperforming Stores will allow the Debtors to avoid the accrual of unnecessary administrative expenses with no foreseeable benefits to the Debtors’ estates.

Moreover, given the obligations under the Leases and current market conditions, the Debtors have concluded, in consultation with their advisors, that the Leases are not marketable and are unlikely to generate material value for the Debtors’ estates

C. Remaining Property

10. Several of the Underperforming Stores contain property that belongs to the

Debtors, including, but not limited to, inventory, books and records, equipment, fixtures, furniture and other personal property (the “Remaining Property”). Certain of the Remaining

Property is valuable to the Debtors’ estates, i.e., the inventory. Under ordinary circumstances, the Debtors would have removed the valuable Remaining Property from the premises and would have completely surrendered the properties to the Landlords prior to filing this Motion.

However, due to the COVID-19 pandemic and the attendant government travel restrictions and closure of non-essential businesses, the malls and other retail outlets in which the

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Underperforming Stores are located have been closed and the Debtors have been prevented from entering the stores. Thus, it has been impossible for the Debtors to evaluate the Remaining

Property or to retrieve the property that has value to the estates.

11. Nonetheless, the Debtors have no intention of retaining possession of the premises and the only reason that they have not completely abandoned the premises is due to their inability to retrieve the valuable Remaining Property.

12. On April 10, 2020, the Debtors sent letters to each of the landlords (the

“Landlords”) of the Leases notifying them of the Debtors’ intent to reject the Leases as of the

Petition Date. See Lynch Declaration, Exhibit 1. The Debtors further requested that the

Landlords coordinate with the Debtors to facilitate the transport of certain of the Debtors’ property located on the premises and other logistics concerning the surrender of the premises.

Id.

BASIS FOR RELIEF REQUESTED AND APPLICABLE AUTHORITY

I. Rejection of the Leases Reflects the Debtors’ Sound Business Judgment

13. Section 365(a) of the Bankruptcy Code provides that a debtor, “subject to the court’s approval, may assume or reject any…executory contract or unexpired lease of the debtor.” 11 U.S.C. § 365(a). The purpose behind section 365(a) is “to permit the trustee or debtor-in-possession to use valuable property of the estate and to renounce title to and abandon burdensome property.” In re Republic Airways Holdings Inc., 547 B.R. 578, 582 (Bankr.

S.D.N.Y. 2016) (quoting In re Orion Pictures Corp. v. Showtime Networks, Inc. (In re Orion

Pictures Corp.), 4 F.3d 1095, 1098 (2d Cir. 1993)); see also In re Exide Techs., 607 F.3d 957,

967 (3d Cir. 2010) (“Courts may use § 365 to free a [debtor] from burdensome duties that hinder its reorganization”); N.L.R.B. v. Bildisco and Bildisco (In re Bildisco), 465 U.S. 513, 528 (1984)

(“[t]he authority to reject an executory contract is vital to the basic purpose to a Chapter 11

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reorganization, because rejection can release the debtor’s estate from burdensome obligations that can impede a successful reorganization.”). Pursuant to Bankruptcy Rule 6006(f), a trustee or debtor in possession may file a motion for the authority to reject multiple leases. Fed. R. Bankr.

P. 6006(f).

14. The standard applied by courts to determine whether the assumption or rejection of an unexpired nonresidential lease should be authorized is the “business judgment” test, which requires a debtor to have determined that the requested assumption or rejection would be beneficial to its estate. See Grp. Of Institutional Inv’rs, Inc. v. Chi., Milwaukee St. Paul & Pac.

R.R., 318 U.S. 523, 550 (1943) (noting that “the question whether a lease should be rejected…is one of business judgment”); In re Bildisco, 682 F.2d 72, 79 (3d Cir. 1982), aff’d, 465 U.S. 513

(“The usual test for rejection of an executory contract is simply whether rejection would benefit the estate, the ‘business judgment’ test.”); accord In re HQ Glob. Holdings, Inc., 290 B.R. 507,

511 (Bankr. D. Del. 2003).

15. In applying the business judgment standard, bankruptcy courts give deference to a debtor’s decision to assume or reject leases. See e.g., Sharon Steel Corp. v. Nat’l Fuel Gas

Distrib. Corp., 872 F.2d 36, 39-40 (3d Cir. 1989) (affirming the rejection of a service agreement as a sound exercise of the debtor’s business judgment when the bankruptcy court found that such rejection would benefit the debtors’ estate); In re Trans World Airlines, Inc., 261 B.R. 103, 121

(Bankr. D. Del. 2001) (“[A] debtor’s decision to reject an executory contract must be summarily affirmed unless it is the product of bad faith, or whim, or caprice.”).

16. Rejection of the Leases is well within the Debtors’ business judgment and will serve to maximize the value of their estates. The Debtors seek authority to reject the Leases to avoid the incurrence of any additional unnecessary expenses related to the Leases and the

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maintenance of the Underperforming Stores. The Debtors have concluded that the cost of maintaining the Underperforming Stores outweighs any revenues that the Underperforming

Stores currently generate or are likely to generate in the future.

17. After evaluation and analysis, the Debtors have determined, in the exercise of their sound business judgment, that there is no net benefit that is likely to be realized from the

Debtors’ continued efforts to retain and potentially market the Leases and that there is little, if any, likelihood that the Debtors will be able to realize value from the Leases. Accordingly, the

Debtors have concluded that rejection of the Leases is in the best interest of the Debtors’ estates, their creditors, and other parties in interest.

II. The Court Should Deem the Leases Rejected Nunc Pro Tunc to the Petition Date and Preserve the Debtors’ Rights to Either Retrieve or Abandon the Remaining Property.

18. Section 365 of the Bankruptcy Code does not restrict a bankruptcy court from applying rejection retroactively. See In re Jamesway Corp., 179 B.R. 33, 37 (S.D.N.Y. 1995)

(stating that section 365 does not include “restrictions as to the manner in which the court can approve rejection”); see also In re CCI Wireless, LLC, 297 B.R. 133, 138 (D. Colo. 2003)

(noting that section 365 “does not prohibit the bankruptcy court from allowing the rejection of

[leases] to apply retroactively”).

19. Courts have held that a bankruptcy court may, in its discretion, authorize rejection retroactively to a date prior to entry of an order authorizing such rejection where the balance of equities favors such relief. See In re Thinking Machs. Corp., 67 F.3d 1021, 1028–29 (1st Cir.

1995) (stating that “rejection under section 365(a) does not take effect until judicial approval is secured, but the approving court has the equitable power, in suitable cases, to order a rejection to operate retroactively”); In re Chi-Chi’s, Inc., 305 B.R. 396, 399 (Bankr. D. Del. 2004) (stating

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“the court’s power to grant retroactive relief is derived from the bankruptcy court’s equitable powers so long as it promotes the purposes of § 365(a)”); In re CCI Wireless, LLC, 297 B.R. at

140 (holding that a “court has authority under section 365(d)(3) to set the effective date of rejection at least as early as the filing date of the motion to reject”).

20. Here, the equities of these Chapter 11 Cases favor the Court’s approval of the retroactive rejection of the Leases to the Petition Date. Without such relief, the Debtors will potentially incur unnecessary administrative expenses related to the Leases—agreements that provide no benefit to the Debtors’ estates in light of their goal to maximize value of the business as a going concern. See 11 U.S.C. § 365(d)(3).

21. The Debtors acknowledge that, under ordinary circumstances, courts require debtors to completely surrender and abandon the premises in order to obtain retroactive relief.

By this Motion and by the Letters previously sent to the Landlords, the Debtors have communicated to the Landlords their intent to unequivocally reject the Leases and surrender the premises as of the Petition Date. However, due to the circumstances caused by COVID-19, the

Debtors are currently unable to enter the stores to evaluate and retrieve the Remaining Property, including valuable inventory. Thus, the only caveat to the Debtors’ complete abandonment and surrender of the premises is that the Debtors request that the Court preserve the Debtors’ right to either retrieve or abandon the Remaining Property after the Petition Date. The Debtors intend to cooperate with the Landlords and use their best efforts to retrieve or abandon, as appropriate and dictated by which is more beneficial to the Debtors and their stakeholders, the Remaining

Property as expeditiously as possible.

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22. Accordingly, the Debtors respectfully submit that the Court deem the Leases rejected effective nunc pro tunc to the Petition Date and preserve the Debtors rights to either retrieve or abandon the Remaining Property at a later date.

RESERVATION OF RIGHTS

23. Nothing in this Motion is intended or shall be construed as (i) an admission as to the validity of any claim against the Debtors; (ii) a waiver of the Debtors’ or any appropriate party in interest's rights to dispute the amount of, basis for, or validity of any claim against the

Debtors; (iii) a waiver of any claims or causes of action which may exist against any creditor or interest holder; or (iv) an approval, assumption, or adoption of any agreement, contract, lease, program, or policy between the Debtors and any third party under section 365 of the Bankruptcy

Code.

NOTICE

24. Notice of this Motion will be provided to: (a) the U.S. Trustee; (b) counsel to the

Debtors’ prepetition secured lenders; (c) counsel to the Debtors’ postpetition lenders; (d) the parties listed on the Debtors’ consolidated list of their 30 largest unsecured creditors; (e) the

United States Securities and Exchange Commission; (f) the Internal Revenue Service; (g) the

Office of the United States Attorney for the District of Delaware; (h) Delaware State Treasury;

(i) Delaware Secretary of State, Division of Corporations, Franchise Tax; and (j) counterparties to the Leases and (k) all parties that have requested notice pursuant to Bankruptcy Rule 2002.

The Debtors submit that no other or further notice is required under the circumstances.

NO PRIOR REQUEST

25. No previous request for the relief sought herein has been made to this Court or any other court.

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CONCLUSION

WHEREFORE, the Debtors respectfully request that the Court enter an order, substantially in the form attached hereto, granting the relief requested in this Motion and such other and further relief as may be just and proper.

Date: April 13, 2020 Wilmington, Delaware

COLE SCHOTZ P.C.

/s/ Justin R. Alberto Justin R. Alberto (No. 5126) 500 Delaware Avenue, Suite 1410 Wilmington, Delaware 19801 Telephone: (302) 652-3131 Facsimile: (302) 652-3117 [email protected]

– and –

Seth Van Aalten (pro hac vice admission pending) 1325 Avenue of the Americas, 19th Floor New York, New York 10019 Telephone: (212) 752-8000 Facsimile: (212) 752-8393

– and –

Michael Trentin (pro hac vice admission pending) Court Plaza North P.O Box 800 25 Main Street Hackensack, New Jersey 07601 Telephone: (201) 489-3000 Facsimile: (201) 489-1536

Proposed Counsel for Debtors and Debtors-in-Possession

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AKIN GUMP STRAUSS HAUER & FELD LLP

Arik Preis (pro hac vice admission pending) One Bryant Park New York, New York Telephone: (212) 872-1000 Facsimile: (212) 872-1002 [email protected]

– and –

Kevin M. Eide (pro hac vice admission pending) 2001 K Street, N.W. Washington, D.C. 20006 Telephone: (202) 887-4000 Facsimile: (212) 887-4288

Proposed Corporate/Transactions Counsel to the Debtors and Debtors-in-Possession

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EXHIBIT A

The Lynch Declaration

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

In re: Chapter 11

TRUE RELIGION APPAREL, INC., et al., Case No. 20-10941 (CSS)

Debtors.1 (Joint Administration Requested)

DECLARATION OF RICHARD LYNCH IN SUPPORT OF DEBTORS’ OMNIBUS MOTION FOR ENTRY OF AN ORDER (I) AUTHORIZING REJECTION OF CERTAIN UNEXPIRED LEASES NUNC PRO TUNC TO THE PETITION DATE AND (II) GRANTING RELATED RELIEF

I, Richard Lynch declare and state as follows:

1. I am the Interim Chief Financial Officer for True Religion Apparel, Inc. (“TRI”) and each of its affiliates (collectively, the “Debtors”) that have filed voluntary petitions (the

“Chapter 11 Petitions”) under chapter 11 of title 11 of the United States Code (the “Bankruptcy

Code”) commencing these chapter 11 cases (the “Chapter 11 Cases”). I submit this Declaration in support of Debtors’ Omnibus Motion for Entry of an Order Authorizing (I) Rejection of Certain

Unexpired Leases Nunc Pro Tunc to the Petition Date and (II) Granting Related Relief (the

“Motion”)2, filed contemporaneously herewith.

2. As of the Petition Date, the Debtors are parties to approximately 83 real property leases in 27 states. The leases include 79 retail store locations located in the United States. As part of their ongoing restructuring efforts, the Debtors are engaging in a comprehensive review and analysis of their lease portfolio. After carefully evaluating the earnings, sales trends,

2 Capitalized terms not expressly defined herein shall have the meanings ascribed to them in the Motion.

60946/0001-20123773v10 Case 20-10941-CSS Doc 24-1 Filed 04/13/20 Page 3 of 28

occupancy costs, and capital-and business-planning variables surrounding each store, the Debtors have identified fourteen (14) stores that are underperforming (“Underperforming Stores”). As such, the Debtors have determined, in the exercise of their business judgment, that it is in the best interests of their estates to seek authority to reject the Leases of the Underperforming Stores.

Rejecting the leases of the Underperforming Stores will allow the Debtors to avoid the accrual of unnecessary administrative expenses with no foreseeable benefits to the Debtors’ estates.

3. Several of the Underperforming Stores contain property that belongs to the

Debtors, including, but not limited to, inventory, books and records, equipment, fixtures, and furniture and other personal property (the “Remaining Property”). Certain of the Remaining

However, due to the COVID-19 pandemic and the attendant government travel restrictions and closure of non-essential businesses, the malls and other retail outlets in which the

Underperforming Stores are located have been closed and the Debtors have been prevented from entering the stores. Thus, it has been impossible for the Debtors to evaluate the Remaining

Property, including the exact type and amounts of such property, or to retrieve the property that has value to the estates.

2 Case 20-10941-CSS Doc 24-1 Filed 04/13/20 Page 4 of 28

4. Nonetheless, the Debtors have no intention of retaining possession of the premises and the only reason that they have not completely abandoned the premises is due to their inability to obtain the valuable Remaining Property.

5. On April 10, 2020, the Debtors sent letters to each of the landlords (the

“Landlords”) of the Leases notifying them of the Debtors’ intent to reject the Leases as of the

Petition Date. True and correct copies of the Letters are attached hereto as Exhibit 1. The

Debtors further requested that the Landlords coordinate with the Debtors to facilitate the transport of certain of the Debtors’ inventory located on the premises and other logistics concerning the surrender of the premises. Id.

6. I believe that it is in the best interests of the Debtors and their estates to reject the

Leases nunc pro tunc to the Petition Date and to preserve the Debtors’ rights to retrieve or abandon the Remaining Property.

I declare under the penalty of perjury under the laws of the United States of American that the foregoing is true and correct.

Date: April 13, 2020 Wilmington, Delaware /s/ Richard Lynch

Richard Lynch Interim Chief Financial Officer

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EXHIBIT 1 to Lynch Declaration

60946/0001-20123773v10

Case 20-10941-CSS Doc 24-1 Filed 04/13/20 Page 6 of 28

1888 Rosecrans Ave., Manhattan Beach, CA 90266 P: 323.266.3072 F: 323.826.6868 TRUERELIGION.COM

Nikki Yanez Manager of Lease Administration [email protected] April 10, 2020

Via email Richey Neeson, Permanent Leasing [email protected] +1 (817) 685‐3027

Kurt Webb, General Manager [email protected] +1 (713) 966‐3546

Via UPS HG Galleria, LLC c/o M.S. Management Associates, Inc. 225 West Washington Street Indianapolis, IN 46204‐3438 (317) 636‐1600

Re: True Religion at Houston Galleria

To whom it may concern:

We are writing to advise you that in the course of the next several days, True Religion and certain of its affiliates will likely be filing a petition for relief under chapter 11 of the United States Bankruptcy Code. In connection therewith, True Religion will file a motion to reject its unexpired real property leases as of the date of the bankruptcy filing at the following location(s): Houston Galleria, Valley Fair Mall, Beverly Center, Roosevelt Field, Serramonte Center, Memorial City Mall, Yorktown Center, Towson Town Center, King of Prussia, Miromar Outlets, Assembly Row, Clinton Crossing Premium Outlets, Bergen Town Center, and Empire Outlets.

In view of the unfortunate challenges presented by the COVID‐19 pandemic, we request that you contact Jared Macaluso, Manager of Store Development & Facilities, by email at [email protected] to coordinate with us on the transport of True Religion property and assets located on the premises and other logistics concerning the surrender of the premises as soon as we file for chapter 11.

We appreciate your immediate attention to these issues and hope that you are healthy and safe in these most difficult times in our country.

Thank you.

Sincerely, Nikki Yanez Nikki Yanez Manager of Lease Administration

Case 20-10941-CSS Doc 24-1 Filed 04/13/20 Page 7 of 28

1888 Rosecrans Ave., Manhattan Beach, CA 90266 P: 323.266.3072 F: 323.826.6868 TRUERELIGION.COM

Nikki Yanez Manager of Lease Administration [email protected] April 10, 2020

Via email Brent Habeck, SVP Fashion Leasing [email protected] 310‐404‐4565

Sue Newsom [email protected]

Via UPS VF Mall LLC 2049 Century Park East, 41st Floor Los Angeles, CA 90067 Legal Department (310) 478‐4456

Re: True Religion at Valley Fair Mall

To whom it may concern:

We appreciate your immediate attention to these issues and hope that you are healthy and safe in these most difficult times in our country.

Thank you.

Sincerely, Nikki Yanez Nikki Yanez Manager of Lease Administration

Case 20-10941-CSS Doc 24-1 Filed 04/13/20 Page 8 of 28

1888 Rosecrans Ave., Manhattan Beach, CA 90266 P: 323.266.3072 F: 323.826.6868 TRUERELIGION.COM

Nikki Yanez Manager of Lease Administration [email protected] April 10, 2020

Via email Steve Terzolo, Leasing Manager [email protected] (248) 838‐8589

Elvina Patel [email protected] 310‐854‐0071

Via UPS La Cienega Partners Limited Partnership 200 East Long Lake Road, P.O. Box 200 Bloomfield Hills, MI 48303‐0200 (248) 258‐6800

Re: True Religion at Beverly Center

To whom it may concern:

We appreciate your immediate attention to these issues and hope that you are healthy and safe in these most difficult times in our country.

Thank you.

Sincerely, Nikki Yanez Nikki Yanez Manager of Lease Administration

Case 20-10941-CSS Doc 24-1 Filed 04/13/20 Page 9 of 28

1888 Rosecrans Ave., Manhattan Beach, CA 90266 P: 323.266.3072 F: 323.826.6868 TRUERELIGION.COM

Nikki Yanez Manager of Lease Administration [email protected] April 10, 2020

Via email Ryan Holtz, Vice President, Leasing [email protected] +1 (212) 745‐9623

Christopher Brivio, General Manager [email protected]

Via UPS The Retail Property Trust c/o M.S. Management Associates, Inc. 225 West Washington Street Indianapolis, IN 46204‐3438 (317) 636‐1600

Re: True Religion at Roosevelt Field

To whom it may concern:

We appreciate your immediate attention to these issues and hope that you are healthy and safe in these most difficult times in our country.

Thank you.

Sincerely, Nikki Yanez Nikki Yanez Manager of Lease Administration

Case 20-10941-CSS Doc 24-1 Filed 04/13/20 Page 10 of 28

1888 Rosecrans Ave., Manhattan Beach, CA 90266 P: 323.266.3072 F: 323.826.6868 TRUERELIGION.COM

Nikki Yanez Manager of Lease Administration [email protected] April 10, 2020

Via email Grace Yang [email protected] (415) 935‐2708

Jason LeMone, Sr. Regional Property Manager [email protected] 925‐279‐1805

Via UPS Daly City Serramonte Center, LLC Daly City Serramonte Center, LLC Daly City Serramonte Center, LLC c/o Regency Centers Corporation c/o Regency Centers Corporation c/o Regency Centers Corporation One Independent Drive, Suite 114 One Independent Drive, Suite 114 2999 Oak Road, Suite 1000 Jacksonville, FL 32202‐5019 Jacksonville, FL 32202‐5019 Walnut Creek, CA 94597 Lease Administration Legal Department Property Management (904) 598‐7000 (904) 598‐7000 (925) 279‐1800

Re: True Religion at Serramonte Center

To whom it may concern:

We appreciate your immediate attention to these issues and hope that you are healthy and safe in these most difficult times in our country.

Thank you.

Sincerely, Nikki Yanez Nikki Yanez Manager of Lease Administration

Case 20-10941-CSS Doc 24-1 Filed 04/13/20 Page 11 of 28

1888 Rosecrans Ave., Manhattan Beach, CA 90266 P: 323.266.3072 F: 323.826.6868 TRUERELIGION.COM

Nikki Yanez Manager of Lease Administration [email protected] April 10, 2020

Via email Grace Yang [email protected] (415) 935‐2708

Jason LeMone, Sr. Regional Property Manager [email protected] 925‐279‐1805

Re: True Religion at Serramonte Center

To whom it may concern:

We appreciate your immediate attention to these issues and hope that you are healthy and safe in these most difficult times in our country.

Thank you.

Sincerely, Nikki Yanez Nikki Yanez Manager of Lease Administration

Case 20-10941-CSS Doc 24-1 Filed 04/13/20 Page 12 of 28

1888 Rosecrans Ave., Manhattan Beach, CA 90266 P: 323.266.3072 F: 323.826.6868 TRUERELIGION.COM

Nikki Yanez Manager of Lease Administration [email protected] April 10, 2020

Via email Grace Yang [email protected] (415) 935‐2708

Jason LeMone, Sr. Regional Property Manager [email protected] 925‐279‐1805

Re: True Religion at Serramonte Center

To whom it may concern:

We appreciate your immediate attention to these issues and hope that you are healthy and safe in these most difficult times in our country.

Thank you.

Sincerely, Nikki Yanez Nikki Yanez Manager of Lease Administration

Case 20-10941-CSS Doc 24-1 Filed 04/13/20 Page 13 of 28

1888 Rosecrans Ave., Manhattan Beach, CA 90266 P: 323.266.3072 F: 323.826.6868 TRUERELIGION.COM

Nikki Yanez Manager of Lease Administration [email protected] April 10, 2020

Via email Danna Diamond, Vice President of Retail Leasing [email protected] 713.984.1001

Jeff Johnson, Mall Manager [email protected] 713‐498‐0257

Via UPS Memorial City Mall, LP Memorial City Mall, LP 303 Memorial City, Suite 303 P.O. Box 19509 Houston, TX 77024 Houston, TX 77224‐9509 Phone: (713) 464‐8640 Attn: Legal Department Fax: (713) 464‐7845 (713) 463‐4448

Re: True Religion at Memorial City Mall

To whom it may concern:

We appreciate your immediate attention to these issues and hope that you are healthy and safe in these most difficult times in our country.

Thank you.

Sincerely, Nikki Yanez Nikki Yanez Manager of Lease Administration

Case 20-10941-CSS Doc 24-1 Filed 04/13/20 Page 14 of 28

1888 Rosecrans Ave., Manhattan Beach, CA 90266 P: 323.266.3072 F: 323.826.6868 TRUERELIGION.COM

Nikki Yanez Manager of Lease Administration [email protected] April 10, 2020

Via email Danna Diamond, Vice President of Retail Leasing [email protected] 713.984.1001

Jeff Johnson, Mall Manager [email protected] 713‐498‐0257

Re: True Religion at Memorial City Mall

To whom it may concern:

We appreciate your immediate attention to these issues and hope that you are healthy and safe in these most difficult times in our country.

Thank you.

Sincerely, Nikki Yanez Nikki Yanez Manager of Lease Administration

Case 20-10941-CSS Doc 24-1 Filed 04/13/20 Page 15 of 28

1888 Rosecrans Ave., Manhattan Beach, CA 90266 P: 323.266.3072 F: 323.826.6868 TRUERELIGION.COM

Nikki Yanez Manager of Lease Administration [email protected] April 10, 2020

Via email Stephen A. Cassella [email protected] 201.694.3210

Josh Dean, General Manager [email protected] 630.396.8051

Via UPS YTC Mall Owner, LLC YTC Mall Owner LLC 100 North Sepulveda Blvd, Suite 1925 203 Yorktown Shopping Center El Segundo, CA 90245 Lombard, IL 60148 Attn: Managing Principal Attn: Mall Management Office (310) 641‐8060 (630) 629‐7330

Re: True Religion at Yorktown Center

To whom it may concern:

We appreciate your immediate attention to these issues and hope that you are healthy and safe in these most difficult times in our country.

Thank you.

Sincerely, Nikki Yanez Nikki Yanez Manager of Lease Administration

Case 20-10941-CSS Doc 24-1 Filed 04/13/20 Page 16 of 28

1888 Rosecrans Ave., Manhattan Beach, CA 90266 P: 323.266.3072 F: 323.826.6868 TRUERELIGION.COM

Nikki Yanez Manager of Lease Administration [email protected] April 10, 2020

Via email Stephen A. Cassella [email protected] 201.694.3210

Josh Dean, General Manager [email protected] 630.396.8051

Re: True Religion at Yorktown Center

To whom it may concern:

We appreciate your immediate attention to these issues and hope that you are healthy and safe in these most difficult times in our country.

Thank you.

Sincerely, Nikki Yanez Nikki Yanez Manager of Lease Administration

Case 20-10941-CSS Doc 24-1 Filed 04/13/20 Page 17 of 28

1888 Rosecrans Ave., Manhattan Beach, CA 90266 P: 323.266.3072 F: 323.826.6868 TRUERELIGION.COM

Nikki Yanez Manager of Lease Administration [email protected] April 10, 2020

Via email Andrew Chriss, General Leasing [email protected] 410‐715‐8141

Emily Brophy, General Manager [email protected] 410‐583‐6607

Via UPS Towson TC, LLC Towson Town Center c/o Towson Town Center 825 Dulaney Valley Road 350 N. Orleans St., Suite 300 Towson, MD 21204 Chicago, IL 60654‐1607 General Manager Law/Lease Administration Department (410) 494‐8800 (312) 960‐5000

Re: True Religion at Towson Town Center

To whom it may concern:

We appreciate your immediate attention to these issues and hope that you are healthy and safe in these most difficult times in our country.

Thank you.

Sincerely, Nikki Yanez Nikki Yanez Manager of Lease Administration

Case 20-10941-CSS Doc 24-1 Filed 04/13/20 Page 18 of 28

1888 Rosecrans Ave., Manhattan Beach, CA 90266 P: 323.266.3072 F: 323.826.6868 TRUERELIGION.COM

Nikki Yanez Manager of Lease Administration [email protected] April 10, 2020

Via email Andrew Chriss, General Leasing [email protected] 410‐715‐8141

Emily Brophy, General Manager [email protected] 410‐583‐6607

Re: True Religion at Towson Town Center

To whom it may concern:

We appreciate your immediate attention to these issues and hope that you are healthy and safe in these most difficult times in our country.

Thank you.

Sincerely, Nikki Yanez Nikki Yanez Manager of Lease Administration

Case 20-10941-CSS Doc 24-1 Filed 04/13/20 Page 19 of 28

1888 Rosecrans Ave., Manhattan Beach, CA 90266 P: 323.266.3072 F: 323.826.6868 TRUERELIGION.COM

Nikki Yanez Manager of Lease Administration [email protected] April 10, 2020

Via email Claudia Aleni, Vice President, Leasing [email protected] (212) 371‐6335

Robert Hart, Mall Manager [email protected] (610) 265‐5794

Via UPS King of Prussia Associates c/o Kravco Simon Company 234 Mall Boulevard King of Prussia, PA 19406‐2954 Legal Department (610) 768‐6300

Re: True Religion at King of Prussia

To whom it may concern:

We appreciate your immediate attention to these issues and hope that you are healthy and safe in these most difficult times in our country.

Thank you.

Sincerely, Nikki Yanez Nikki Yanez Manager of Lease Administration

Case 20-10941-CSS Doc 24-1 Filed 04/13/20 Page 20 of 28

1888 Rosecrans Ave., Manhattan Beach, CA 90266 P: 323.266.3072 F: 323.826.6868 TRUERELIGION.COM

Nikki Yanez Manager of Lease Administration [email protected] April 10, 2020

Via email Kay Shortway, Vice President, Leasing [email protected] (239) 390‐5141

Jeff Staner, Vice President, Miromar Outlets [email protected] (239) 390‐7720

Via UPS Miromar Outlet West, LLC 10801 Corkscrew Road, Suite 305 Estero, FL 33928 Attention: Office of General Counsel E‐mail: [email protected] (239) 390‐5100

Re: True Religion at Miromar Outlets

To whom it may concern:

We appreciate your immediate attention to these issues and hope that you are healthy and safe in these most difficult times in our country.

Thank you.

Sincerely, Nikki Yanez Nikki Yanez Manager of Lease Administration

Case 20-10941-CSS Doc 24-1 Filed 04/13/20 Page 21 of 28

1888 Rosecrans Ave., Manhattan Beach, CA 90266 P: 323.266.3072 F: 323.826.6868 TRUERELIGION.COM

Nikki Yanez Manager of Lease Administration [email protected] April 10, 2020

Via email Liz Ryan, Vice President, Regional Leasing [email protected] (617) 684‐1508

David Middleton, General Manager [email protected] (617) 512‐0556

Via UPS STREET RETAIL, INC. c/o Federal Realty Investment Trust 1626 East Jefferson Street Rockville, MD 20852‐4041 Legal Department (301) 998‐8100

Re: True Religion at Assembly Row

To whom it may concern:

We appreciate your immediate attention to these issues and hope that you are healthy and safe in these most difficult times in our country.

Thank you.

Sincerely, Nikki Yanez Nikki Yanez Manager of Lease Administration

Case 20-10941-CSS Doc 24-1 Filed 04/13/20 Page 22 of 28

1888 Rosecrans Ave., Manhattan Beach, CA 90266 P: 323.266.3072 F: 323.826.6868 TRUERELIGION.COM

Nikki Yanez Manager of Lease Administration [email protected] April 10, 2020

Via email Mark McCarthy [email protected] (410) 540‐5127

Johnathan Andrews, General Manager [email protected] (860) 669‐3066

Via UPS PREMIUM OUTLET PARTNERS, L.P. c/o Simon Property Group 225 West Washington Street Indianapolis, IN 46204‐3438 Attn: Premium Outlets (317) 636‐1600

Re: True Religion at Clinton Crossing Premium

To whom it may concern:

We appreciate your immediate attention to these issues and hope that you are healthy and safe in these most difficult times in our country.

Thank you.

Sincerely, Nikki Yanez Nikki Yanez Manager of Lease Administration

Case 20-10941-CSS Doc 24-1 Filed 04/13/20 Page 23 of 28

1888 Rosecrans Ave., Manhattan Beach, CA 90266 P: 323.266.3072 F: 323.826.6868 TRUERELIGION.COM

Nikki Yanez Manager of Lease Administration [email protected] April 10, 2020

Via email Leigh Lyons [email protected] (201) 571‐3508

Bassam Mhich, Mall Manager [email protected] (201) 538‐7385

Via UPS UE Bergen Mall Owner LLC UE Bergen Mall Owner LLC 210 Route 4 East 210 Route 4 East Paramus, NJ 07652 Paramus, NJ 07652 Attn: Chief Operating Officer Attn: Legal Department (201) 587‐1000 (201) 587‐1000

Re: True Religion at Bergen Town Center

To whom it may concern:

We appreciate your immediate attention to these issues and hope that you are healthy and safe in these most difficult times in our country.

Thank you.

Sincerely, Nikki Yanez Nikki Yanez Manager of Lease Administration

Case 20-10941-CSS Doc 24-1 Filed 04/13/20 Page 24 of 28

1888 Rosecrans Ave., Manhattan Beach, CA 90266 P: 323.266.3072 F: 323.826.6868 TRUERELIGION.COM

Nikki Yanez Manager of Lease Administration [email protected] April 10, 2020

Via email Leigh Lyons [email protected] (201) 571‐3508

Bassam Mhich, Mall Manager [email protected] (201) 538‐7385

Re: True Religion at Bergen Town Center

To whom it may concern:

We appreciate your immediate attention to these issues and hope that you are healthy and safe in these most difficult times in our country.

Thank you.

Sincerely, Nikki Yanez Nikki Yanez Manager of Lease Administration

Case 20-10941-CSS Doc 24-1 Filed 04/13/20 Page 25 of 28

1888 Rosecrans Ave., Manhattan Beach, CA 90266 P: 323.266.3072 F: 323.826.6868 TRUERELIGION.COM

Nikki Yanez Manager of Lease Administration [email protected] April 10, 2020

Via email Jeffrey D. Roseman [email protected] (212) 372‐2430

Wesley Rebisz, General Manager [email protected] (201) 264‐6560

Via UPS St. George Outlet Development LLC Casandra Properties, Inc. Hartman Simons & Wood LLP 150 Myrtle Avenue 1911 Richmond Avenue, Suite 200 6400 Powers Ferry Road NW, Suite 400 2nd Floor Staten Island, NY 10314 Atlanta, GA 30339 Brooklyn, NY 11201 (718) 816‐7799 Attn: Benno G. Rothschild, Jr., Esq. Attn: Mr. Donald Capoccia (770) 955‐3555 Mr. Winthrop Wharton (718) 422‐9999

Re: True Religion at Empire Outlets

To whom it may concern:

We appreciate your immediate attention to these issues and hope that you are healthy and safe in these most difficult times in our country.

Thank you.

Sincerely, Nikki Yanez Nikki Yanez Manager of Lease Administration

Case 20-10941-CSS Doc 24-1 Filed 04/13/20 Page 26 of 28

1888 Rosecrans Ave., Manhattan Beach, CA 90266 P: 323.266.3072 F: 323.826.6868 TRUERELIGION.COM

Nikki Yanez Manager of Lease Administration [email protected] April 10, 2020

Via email Jeffrey D. Roseman [email protected] (212) 372‐2430

Wesley Rebisz, General Manager [email protected] (201) 264‐6560

Re: True Religion at Empire Outlets

To whom it may concern:

We appreciate your immediate attention to these issues and hope that you are healthy and safe in these most difficult times in our country.

Thank you.

Sincerely, Nikki Yanez Nikki Yanez Manager of Lease Administration Case 20-10941-CSS Doc 24-1 Filed 04/13/20 Page 27 of 28

1888 Rosecrans Ave., Manhattan Beach, CA 90266 P: 323.266.3072 F: 323.826.6868 TRUERELIG

Nikki Yanez Manager of Lease Administration [email protected] April 10, 2020

Via email Jeffrey D. Roseman [email protected] (212) 372‐2430

Wesley Rebisz, General Manager [email protected] (201) 264‐6560

Re: True Religion at Empire Outlets

To whom it may concern:

We appreciate your immediate attention to these issues and hope that you are healthy and safe in these most difficult times in our country.

Thank you.

Sincerely, Nikki Yanez Nikki Yanez Manager of Lease Administration Case 20-10941-CSS Doc 24-1 Filed 04/13/20 Page 28 of 28 Case 20-10941-CSS Doc 24-2 Filed 04/13/20 Page 1 of 6

EXHIBIT B

Proposed Order

60946/0001-20123773v10 Case 20-10941-CSS Doc 24-2 Filed 04/13/20 Page 2 of 6

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

Chapter 11 In re: Case No. 20-10941 (CSS) TRUE RELIGION APPAREL, INC., et al., (Jointly Administered) Debtors.1

ORDER (I) AUTHORIZING REJECTION OF CERTAIN UNEXPIRED LEASES NUNC PRO TUNC TO THE PETITION DATE AND (II) GRANTING RELATED RELIEF

Upon the motion (the “Motion”)2 of the above-captioned debtors and debtors in possession (collectively, the “Debtors”) for entry of an order (this “Order”), (a) authorizing the

Debtors to reject certain unexpired leases of real property (each, a “Lease,” and collectively, the

“Leases”), a list of which is annexed as Schedule 1 to Exhibit B attached hereto, nunc pro tunc to the Petition Date; and (b) preserving the Debtors’ rights to determine to either retrieve or abandon the Remaining Property located at the premises; all as more fully set forth in the

Motion; this Court having jurisdiction to consider the Motion and the relief requested therein pursuant to 28 U.S.C. §§ 157(a)-(b) and 1334(b), and the Amended Standing Order of Reference from the United States District Court for the District of Delaware, dated February 29, 2012; and consideration of the Motion and the requested relief being a core proceeding pursuant to 28

U.S.C. §157(b); and venue being proper before this Court pursuant to 28 U.S.C. §§ 1408 and

1409; and due and proper notice of the Motion having been provided to the Notice Parties, and it

2 Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Motion.

60946/0001-20123773v10 Case 20-10941-CSS Doc 24-2 Filed 04/13/20 Page 3 of 6

appearing that no other or further notice need be provided; and this Court having held a hearing to consider the relief requested in the Motion (the “Hearing”); and upon the First Day

Declaration and the Lynch Declaration ; and the Court having determined that the legal and factual bases set forth in the Motion establish just cause for the relief granted herein; and it appearing that the relief requested in the Motion is in the best interests of the Debtors, their estates, creditors, and all parties in interest; and upon all of the proceedings had before the Court and after due deliberation and sufficient cause appearing therefor, it is hereby

ORDERED, ADJUDGED, AND DECREED that:

1. The Motion is GRANTED to the extent set forth herein.

2. Pursuant to section 365 of the Bankruptcy Code, the Leases identified in Schedule

1 to Exhibit B attached hereto are hereby rejected nunc pro tunc to the Petition Date.

3. The Debtors’ rights to either retrieve or abandon the Remaining Property located at the premises are preserved pending further order of this Court; provided, however, that the

Debtors shall not seek to abandon any Remaining Property without the consent of the Debtors’ prepetition ABL Agent and DIP ABL Agent.

4. Nothing in the Motion shall be deemed or construed as an approval of an assumption of any lease, sublease, or contract pursuant to section 365 of the Bankruptcy Code, and all such rights are reserved.

5. Nothing herein shall prejudice any party’s rights to assert that the Leases are not, in fact, executory within the meaning of section 365 of the Bankruptcy Code.

6. Nothing in this Motion or Order shall be deemed or construed to create, nor is intended to create, any rights in favor of, or enhance the status of any claim held by, any party.

2 60946/0001-20123773v10 Case 20-10941-CSS Doc 24-2 Filed 04/13/20 Page 4 of 6

7. Notice of the Motion as provided therein shall be deemed good and sufficient notice of such Motion and the requirements of Bankruptcy Rule 6004(a) and the Local Rules are satisfied by such notice.

8. Any proofs of claim for damages in connection with the rejection of the Leases, if any, shall be filed on or before the later of (a) the claims bar date established by the Court in these chapter 11 cases, if any, and (b) thirty (30) days after entry of this Order.

9. Notwithstanding Bankruptcy Rule 6004(h), the terms and conditions of this Order are immediately effective and enforceable upon its entry.

10. The Debtors are authorized to take all actions necessary to effectuate the relief granted in this Order in accordance with the Motion.

11. The Court shall retain jurisdiction to hear and determine all matters arising from or related to the implementation, interpretation, and/or enforcement of this Order.

3 60946/0001-20123773v10 Case 20-10941-CSS Doc 24-2 Filed 04/13/20 Page 5 of 6

Schedule 1

Store Counterparty Landlord and Debtor No. Address Counterparty Leased Location Daly City Serramonte Center, LLC c/o Regency Centers Corporation One Independent Drive, Suite 114 Jacksonville, FL 32202 True Religion 3 Serramonte Center #B238 51111 and Sales, LLC Daly City, CA 94015 Daly City Serramonte Center, LLC c/o Regency Centers Corporation 2999 Oak Road, Suite 1000 Walnut Creek, CA 94597 HG Galleria, LLC 5085 Westheimer Road c/o M.S. Management Associates, Inc. True Religion 51009 #C3560 225 West Washington Street Sales, LLC Houston, TX 77056 Indianapolis, IN 46204 King of Prussia Associates c/o Kravco Simon Company True Religion 160 North Gulph Rd. #2088A 51125 234 Mall Boulevard Sales, LLC King of Prussia, PA 19406 King of Prussia, PA 19406 La Cienega Partners Limited Partnership 8500 Beverly Boulevard True Religion 51040 200 East Long Lake Road, P.O. Box #678A Apparel, Inc. 200 Los Angeles, CA 90048 Bloomfield Hills, MI 48303 Memorial City Mall, LP 303 Memorial City, Suite 303 Houston, TX 77024 True Religion 303 Memorial City #758 51119 and Sales, LLC Houston, TX 77024 Memorial City Mall, LP P.O. Box 19509 Houston, TX 77224 Miromar Outlet West, LLC True Religion 10801 Corkskrew Road #167 51310 10801 Corkscrew Road, Suite 305 Apparel, Inc. Estero, FL 33928 Estero, FL 33928 Premium Outlet Partners, L.P. 20 Killingworth Turnpike c/o Simon Property Group True Religion 51363 #200 225 West Washington Street Sales, LLC Clinton, CT 06413 Indianapolis, IN 46204 Street Retail, Inc. c/o Federal Realty Investment Trust True Religion 521 Assembly Row #412 51357 1626 East Jefferson Street Sales, LLC Somerville, MA 02145 Rockville, MD 20852 Case 20-10941-CSS Doc 24-2 Filed 04/13/20 Page 6 of 6

Store Counterparty Landlord and Debtor No. Address Counterparty Leased Location St. George Outlet Development LLC 150 Myrtle Avenue, 2nd Floor Brooklyn, NY 11201 True Religion 55 Richmond Terrace #347 51369 and Sales, LLC Staten Island, NY 10301 Casandra Properties, Inc. 1911 Richmond Avenue, Suite 200 Staten Island, NY 10314 The Retail Property Trust c/o M.S. Management Associates, Inc. True Religion 630 Old Country Rd #1090 51060 225 West Washington Street Sales, LLC Garden City, NY 11530 Indianapolis, IN 46204 Towson TC, LLC c/o Towson Town Center 350 N. Orleans St., Suite 300 Chicago, IL 60654 825 Dulaney Valley Road True Religion 51122 #2165 and Sales, LLC Towson, MD 21204 Towson Town Center 825 Dulaney Valley Road Towson, MD 21204 UE Bergen Mall Owner LLC 93 W Spring Valley Ave True Religion 51365 210 Route 4 East #P09 Sales, LLC Paramus, NJ 07652 Maywood, NJ 07607 VF Mall LLC 2855 Stevens Creek True Religion 51010 2049 Century Park East, 41st Floor Boulevard #1031 Apparel, Inc. Los Angeles, CA 90067 Santa Clara, CA 95050 YTC Mall Owner, LLC 100 North Sepulveda Blvd, Suite 1925 El Segundo, CA 90245 227 Yorktown Shopping True Religion 51120 and Center #227 Sales, LLC Lombard, IL 60148 YTC Mall Owner LLC 203 Yorktown Shopping Center Lombard, IL 60148

2 60946/0001-20123773v10