Case MFW Doc 2210 Filed 06/16/16 Page 1 of 7 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

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1 Case MFW Doc 2210 Filed 06/16/16 Page 1 of 7 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: SPORTS AUTHORITY HOLDINGS, INC., et al., 1 Debtors. Chapter 11 Case No (MFW) Jointly Administered Hearing Date: July 7, 2016 at 10:30 a.m. (ET) Obj. Deadline: June 30, 2016 at 4:00 p.m. (ET) DEBTORS MOTION FOR AN ORDER, PURSUANT TO SECTION 105(a) OF THE BANKRUPTCY CODE AND BANKRUPTCY RULE 9019, APPROVING SETTLEMENT BETWEEN THE DEBTORS AND THE COUNTY OF RAMSEY, MINNESOTA Sports Authority Holdings, Inc. and its affiliated debtors and debtors in possession (collectively, the Debtors, and each individually, a Debtor ) in the above-captioned cases (the Chapter 11 Cases ) hereby move this Court (this Motion ) for entry of an order substantially in the form attached hereto as Exhibit A (the Proposed Order ), pursuant to section 105(a) of title 11 of the United States Code (the Bankruptcy Code ) and Rule 9019 of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules ), approving the settlement of certain tax appeals (collectively, the Tax Appeals ) filed by Debtor TSA Stores, Inc. ( TSA Stores ) and its predecessor Sportmart Inc. (together with TSA Stores, the Petitioners ) against the County of Ramsey (the County Assessor ) in the District Court for the County of Ramsey in the State of Minnesota (the Ramsey County District Court ). In support of this Motion, the Debtors respectfully represent as follows: 1 The Debtors and the last four digits of their respective taxpayer identification numbers are as follows: Sports Authority Holdings, Inc. (9008); Slap Shot Holdings Corp. (8209); The Sports Authority, Inc. (2802); TSA Stores, Inc. (1120); TSA Gift Card, Inc. (1918); TSA Ponce, Inc. (4817); and TSA Caribe, Inc. (5664). The headquarters for the above-captioned Debtors is located at 1050 West Hampden Avenue, Englewood, Colorado :

2 Case MFW Doc 2210 Filed 06/16/16 Page 2 of 7 01: JURISDICTION 1. This Court has jurisdiction to consider this matter pursuant to 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 as of February 29, This is a core proceeding under 28 U.S.C. 157(b) and venue is proper in this district pursuant to 28 U.S.C and The statutory predicates for the relief requested herein are section 105(a) of the Bankruptcy Code and Bankruptcy Rule BACKGROUND A. General Background 3. On March 2, 2016 (the Petition Date ), each of the Debtors commenced a voluntary case under chapter 11 of the Bankruptcy Code (collectively, the Chapter 11 Cases ). Pursuant to sections 1107(a) and 1108 of the Bankruptcy Code, the Debtors are continuing to manage their financial affairs as debtors in possession. 4. On March 10, 2016, the Office of the United States Trustee (the U.S. Trustee ) appointed an Official Committee of Unsecured Creditors (the Committee ) in these Chapter 11 Cases [Docket. No. 262]. 5. Information regarding the Debtors history, business operations, capital structure and primary secured indebtedness, and the events leading up to the commencement of these Chapter 11 Cases, can be found in the Declaration of Jeremy Aguilar in Support of the Debtors Chapter 11 Petitions and Requests for First Day Relief [Docket No. 22]. B. The Tax Appeals 6. Prior to the Petition Date, the Petitioners filed the Tax Appeals contesting the amount of taxes assessed against them by the County Assessor for the years 2013, 2014, and 2015, and in April of 2016 TSA Stores filed the Tax Appeal contesting the amount of taxes 2

3 Case MFW Doc 2210 Filed 06/16/16 Page 3 of 7 01: assessed against it for TSA Stores has undertaken negotiations with the County Assessor and the Petitioners have entered into the agreements set forth in the stipulated judgments attached hereto as Exhibit B (the Stipulated Judgments ), which will result in approximately $163,000 in refunds for tax years 2013, 2014, and 2015, plus 4% interest due from October 16 of the applicable tax year, and approximately $43,600 in reduced tax bills for tax year Counsel fees in the amount of 17% of all realized savings plus filing fees will be paid from the refunded amount. 7. The Petitioners have executed the Stipulated Judgments on the condition that the Stipulated Judgments will not be filed with the Ramsey County District Court until the terms, conditions, and provisions thereof are approved by this Court. In light of the tax savings realized through the Stipulated Judgments and the small likelihood of achieving higher savings through further litigation of the Tax Appeals, the Debtors have determined, in the sound exercise of their business judgment, and in consultation with their advisors, that it is in the best interests of the Debtors, their estates, and all interested parties to settle the Tax Appeals. RELIEF REQUESTED 8. By this Motion, the Debtors request entry of the Proposed Order, pursuant to section 105(a) of the Bankruptcy Code and Bankruptcy Rule 9019, (a) approving and authorizing the terms, conditions, and provisions of the Stipulated Judgments and (b) approving the entry of the Stipulated Judgments by the Ramsey County District Court. BASIS FOR RELIEF REQUESTED 9. Bankruptcy Rule 9019(a) provides that on motion by the trustee and after a hearing, the Court may approve a compromise or settlement. Fed. R. Bankr. P. 9019(a). The settlement of time-consuming and burdensome litigation, especially in the bankruptcy context, is encouraged. See In re Penn Central Transp. Co., 596 F.2d 1102 (3d Cir. 1979) ( The Court has 3

4 Case MFW Doc 2210 Filed 06/16/16 Page 4 of 7 recognized that (i)n administering reorganization proceedings in an economical and practical manner it will often be wise to arrange the settlement of claims as to which there are substantial and reasonable doubts. ) (quoting In re Protective Comm. for Indep. Stockholders of TMT Ferry, Inc. v. Anderson, 390 U.S. 414, 424 (1968)). In determining the fairness and equity of a compromise in bankruptcy, the Third Circuit Court of Appeals has stated that it is important that the bankruptcy court apprise[] itself of all facts necessary to form an intelligent and objective opinion of the probabilities of ultimate success should the claims be litigated... and estimate the complexity, expense and likely duration of such litigation, and other factors relevant to a full and fair assessment of the [claims]. Id. at The Third Circuit has enumerated the following four-factor test to be used in deciding whether a settlement should be approved: (1) the probability of success in litigation; (2) the likely difficulties in collection; (3) the complexity of the litigation involved and the expense, inconvenience and delay necessarily attending it; and (4) the paramount interest of creditors. Will v. Northwestern Univ. (In re Nutraquest, Inc.), 434 F.3d 639, 644 (3d Cir. 2006). 11. Approval of a proposed settlement is within the sound discretion of the bankruptcy court. See In re Neshaminy Office Bldg. Assocs., 62 B.R. 798, 803 (E.D. Pa. 1986). The bankruptcy court should not substitute its judgment for that of the debtor. Id. The court is not to decide numerous questions of law or fact raised by litigation, but, rather, should canvass the issues to see whether the settlement falls below the lowest point in the range of reasonableness. See In re W.T. Grant & Co., 699 F.2d 599, 608 (2d Cir. 1983), cert. denied, 464 U.S. 22 (1983); see also Official Comm. of Unsecured Creditors v. CIT Grp./Bus. Credit Inc. (In re Jevic Holding Corp.), 787 F.3d 173, 180 (3d Cir. 2015); Mangano v. Warriner (In re ID 01:

5 Case MFW Doc 2210 Filed 06/16/16 Page 5 of 7 01: Liquidation One, LLC), 555 Fed. App x 202, (3d Cir. 2014); In re Sea Containers Ltd., 2008 WL , at *5 (Bankr. D. Del. Sept. 19, 2008). 12. The Debtors believe that the Stipulated Judgments will provide a material benefit to these estates for the benefit of all stakeholders by providing for refunds or reduced tax bills and have determined, in consultation with the Debtors counsel, that further litigation of the Tax Appeals is unlikely to result in higher savings. In light of the foregoing, the Debtors, in their business judgment, believe that the Stipulated Judgments represent a compromise that is fair and equitable and advances the paramount interests of the creditors of these estates. Accordingly, for the reasons set forth above, the Debtors submit that entering into the Stipulated Judgments is an exercise of sound business judgment and that the Court should therefore approve the Stipulated Judgments. REQUEST FOR WAIVER OF STAY 13. To implement the foregoing, the Debtors seek a waiver of any stay of the effectiveness of the order approving this Motion. Pursuant to Bankruptcy Rule 6004(h), any order authorizing the use, sale, or lease of property other than cash collateral is stayed until the expiration of 14 days after entry of the order, unless the court orders otherwise. The Debtors submit that the relief requested in this Motion is necessary to avoid immediate and irreparable harm to the Debtors for the reasons set forth herein. Accordingly, the Debtors respectfully request a waiver of the notice requirements of Bankruptcy Rule 6004(h) to the extent that they are deemed applicable. NOTICE 14. The Debtors have provided notice of this Motion to: (a) the U.S. Trustee; (b) Pachulski Stang Ziehl & Jones LLP, 919 North Market St., 17th Floor, Wilmington, DE (Attn: Bradford J. Sandler and Colin Robinson), counsel for the Committee; (c) Riemer & 5

6 Case MFW Doc 2210 Filed 06/16/16 Page 6 of 7 Braunstein LLP (attn: Donald Rothman) as counsel for (i) Bank of America, N.A., in its capacity as Administrative Agent and Collateral Agent under the Second Amended and Restated Credit Agreement, dated as of May 17, 2012, and (ii) certain DIP Lenders under the Debtors postpetition financing facility; (d) Brown Rudnick LLP (attn: Robert Stark and Bennett Silverberg) as counsel for (i) Wilmington Savings Fund Society, FSB as Administrative Agent and Collateral Agent under the Amended and Restated Credit Agreement, dated as of May 3, 2006 and amended and restated as of November 16, 2010 and (ii) certain Term Lenders under the Amended and Restated Credit Agreement, dated as of May 3, 2006 and amended and restated as of November 16, 2010; (e) Choate, Hall & Stewart LLP (attn: Kevin Simard) as counsel for (i) Wells Fargo Bank, National Association, in its capacity as FILO Agent under the Second Amendment to Second Amended and Restated Credit Agreement, dated as of November 3, 2015, and (ii) certain DIP Lenders under the Debtors postpetition financing facility; (f) O Melveny & Meyers LLP (attn: John Rapisardi) as counsel for certain holders of 11.5% Senior Subordinated Notes Due February 19, 2018 under the Securities Purchase Agreement, dated as of May 3, 2006; (g) all holders of 11.5% Senior Subordinated Notes Due February 19, 2018 under the Securities Purchase Agreement, dated as of May 3, 2006; (h) the County Assessor; and (i) all parties that have filed a notice of appearance and request for service of papers pursuant to Bankruptcy Rule In light of the nature of the relief requested herein, the Debtors submit that no other or further notice is necessary. CONCLUSION WHEREFORE, the Debtors respectfully request that this Court enter the Proposed Order granting the relief requested herein and such further relief as it deems just and proper. 01:

7 Case MFW Doc 2210 Filed 06/16/16 Page 7 of 7 Dated: June 16, 2016 Wilmington, Delaware /s/ Andrew L. Magaziner Michael R. Nestor (No. 3526) Kenneth J. Enos (No. 4544) Andrew L. Magaziner (No. 5426) YOUNG CONAWAY STARGATT & TAYLOR, LLP Rodney Square 1000 North King Street Wilmington, Delaware Telephone: (302) Facsimile: (302) mnestor@ycst.com amagaziner@ycst.com -and- Robert A. Klyman (CA No ) Matthew J. Williams (NY No ) Jeremy L. Graves (CO No ) Sabina Jacobs (CA No ) GIBSON, DUNN & CRUTCHER LLP 333 South Grand Avenue Los Angeles, CA Telephone: (213) Facsimile: (213) rklyman@gibsondunn.com mjwilliams@gibsondunn.com jgraves@gibsondunn.com sjacobs@gibsondunn.com Counsel to the Debtors and Debtors in Possession 01:

8 Case MFW Doc Filed 06/16/16 Page 1 of 3 IN THE UNITED STATES BANKRUPTCY COURT DISTRICT OF DELAWARE In re: SPORTS AUTHORITY HOLDINGS, INC., et al., 1 Debtors. Chapter 11 Case No (MFW) (Jointly Administered) Hearing Date: July 7, 2016 at 10:30 a.m. (ET) Objection Deadline: June 30, 2016 at 4:00 p.m. (ET) NOTICE OF MOTION TO: (A) THE U.S. TRUSTEE; (B) PACHULSKI STANG ZIEHL & JONES LLP, 919 NORTH MARKET ST., 17TH FLOOR, WILMINGTON, DE (ATTN: BRADFORD J. SANDLER AND COLIN ROBINSON), COUNSEL FOR THE COMMITTEE; (C) RIEMER & BRAUNSTEIN LLP (ATTN: DONALD ROTHMAN) AS COUNSEL FOR (I) BANK OF AMERICA, N.A., IN ITS CAPACITY AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT UNDER THE SECOND AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF MAY 17, 2012, AND (II) CERTAIN DIP LENDERS UNDER THE DEBTORS POSTPETITION FINANCING FACILITY; (D) BROWN RUDNICK LLP (ATTN: ROBERT STARK AND BENNETT SILVERBERG) AS COUNSEL FOR (I) WILMINGTON SAVINGS FUND SOCIETY, FSB AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT UNDER THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF MAY 3, 2006 AND AMENDED AND RESTATED AS OF NOVEMBER 16, 2010 AND (II) CERTAIN TERM LENDERS UNDER THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF MAY 3, 2006 AND AMENDED AND RESTATED AS OF NOVEMBER 16, 2010; (E) CHOATE, HALL & STEWART LLP (ATTN: KEVIN SIMARD) AS COUNSEL FOR (I) WELLS FARGO BANK, NATIONAL ASSOCIATION, IN ITS CAPACITY AS FILO AGENT UNDER THE SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF NOVEMBER 3, 2015, AND (II) CERTAIN DIP LENDERS UNDER THE DEBTORS POSTPETITION FINANCING FACILITY; (F) O MELVENY & MEYERS LLP (ATTN: JOHN RAPISARDI) AS COUNSEL FOR CERTAIN HOLDERS OF 11.5% SENIOR SUBORDINATED NOTES DUE FEBRUARY 19, 2018 UNDER THE SECURITIES PURCHASE AGREEMENT, DATED AS OF MAY 3, 2006; (G) ALL HOLDERS OF 11.5% SENIOR SUBORDINATED NOTES DUE FEBRUARY 19, 2018 UNDER THE SECURITIES PURCHASE AGREEMENT, DATED AS OF MAY 3, 2006; (H) THE COUNTY 1 01: The Debtors and the last four digits of their respective taxpayer identification numbers are as follows: Sports Authority Holdings, Inc. (9008); Slap Shot Holdings, Corp. (8209); The Sports Authority, Inc. (2802); TSA Stores, Inc. (1120); TSA Gift Card, Inc. (1918); TSA Ponce, Inc. (4817); and TSA Caribe, Inc. (5664). The headquarters for the above-captioned Debtors is located at 1050 West Hampden Avenue, Englewood, Colorado

9 Case MFW Doc Filed 06/16/16 Page 2 of 3 ASSESSOR; AND (I) ALL PARTIES THAT HAVE FILED A NOTICE OF APPEARANCE AND REQUEST FOR SERVICE OF PAPERS PURSUANT TO BANKRUPTCY RULE PLEASE TAKE NOTICE that Sports Authority Holdings, Inc. and its affiliated debtors and debtors in possession in the above-captioned chapter 11 cases (collectively, the Debtors ) have filed the attached Debtors Motion for an Order, Pursuant to Section 105(a) of the Bankruptcy Code and Bankruptcy Rule 9019, Approving Settlement Between the Debtors and the County of Ramsey, Minnesota (the Motion ) with the United States Bankruptcy Court for the District of Delaware (the Court ). PLEASE TAKE FURTHER NOTICE that any objections to the relief requested in the Motion must be filed on or before June 30, 2016 at 4:00 p.m. (ET) (the Objection Deadline ) with the United States Bankruptcy Court for the District of Delaware, 3rd Floor, 824 N. Market Street, Wilmington, Delaware At the same time, you must serve a copy of any objection upon the undersigned counsel to the Debtors so as to be received on or before the Objection Deadline. PLEASE TAKE FURTHER NOTICE THAT A HEARING TO CONSIDER THE MOTION WILL BE HELD ON JULY 7, 2016 AT 10:30 A.M. (ET) BEFORE THE HONORABLE MARY F. WALRATH, IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE, 824 N. MARKET STREET, 5 TH FLOOR, COURTROOM #4, WILMINGTON, DELAWARE PLEASE TAKE FURTHER NOTICE THAT IF YOU FAIL TO RESPOND IN ACCORDANCE WITH THIS NOTICE, THE COURT MAY GRANT THE RELIEF REQUESTED IN THE MOTION WITHOUT FURTHER NOTICE OR A HEARING. 01:

10 Case MFW Doc Filed 06/16/16 Page 3 of 3 Dated: June 16, 2016 Wilmington, Delaware /s/ Andrew L. Magaziner Michael R. Nestor (No. 3526) Kenneth J. Enos (No. 4544) Andrew L. Magaziner (No. 5426) YOUNG CONAWAY STARGATT & TAYLOR, LLP Rodney Square 1000 North King Street Wilmington, Delaware Telephone: (302) Facsimile: (302) mnestor@ycst.com kenos@ycst.com amagaziner@ycst.com -and- Robert A. Klyman (CA No ) Matthew J. Williams (NY No ) Jeremy L. Graves (CO No ) Sabina Jacobs (CA No ) GIBSON, DUNN & CRUTCHER LLP 333 South Grand Avenue Los Angeles, CA Telephone: (213) Facsimile: (213) rklyman@gibsondunn.com mjwilliams@gibsondunn.com jgraves@gibsondunn.com sjacobs@gibsondunn.com Counsel to the Debtors and Debtors in Possession 01:

11 Case MFW Doc Filed 06/16/16 Page 1 of 3 EXHIBIT A PROPOSED ORDER 01:

12 Case MFW Doc Filed 06/16/16 Page 2 of 3 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: SPORTS AUTHORITY HOLDINGS, INC., et al., 1 Debtors. Chapter 11 Case No (MFW) Jointly Administered Docket Ref. No. ORDER, PURSUANT TO SECTION 105(a) OF THE BANKRUPTCY CODE AND BANKRUPTCY RULE 9019, APPROVING THE SETTLEMENT BETWEEN THE DEBTORS AND THE COUNTY OF RAMSEY, MINNESOTA Upon the Debtors Motion for an Order, Pursuant to Section 105(a) of the Bankruptcy Code and Bankruptcy Rule 9019 Approving the Settlement Between the Debtors and County of Ramsey, Minnesota (the Motion ) filed by the above-captioned debtors and debtors in possession (collectively, the Debtors ); and the Court having found that it has jurisdiction over this matter pursuant to 28 U.S.C. 1334(b) and 157, and the Amended Standing Order of Reference from the United States District Court for the District of Delaware dated as of February 29, 2012; and the Court having found that venue of these cases and the Motion in this district is proper pursuant to 28 U.S.C and 1409; and the Court having found that this matter is a core proceeding pursuant to 28 U.S.C. 157(b); and the Court having found that it may enter a final order consistent with Article III of the United States Constitution; and the Court having found that notice of the Motion has been given as set forth in the Motion and that such notice is adequate and no other or further notice need be given; and a hearing having been held to consider the relief requested in the Motion; and upon the record of the hearing and all of the 1 The Debtors and the last four digits of their respective taxpayer identification numbers are as follows: Sports Authority Holdings, Inc. (9008); Slap Shot Holdings Corp. (8209); The Sports Authority, Inc. (2802); TSA Stores, Inc. (1120); TSA Gift Card, Inc. (1918); TSA Ponce, Inc. (4817); and TSA Caribe, Inc. (5664). The headquarters for the above-captioned Debtors is located at 1050 West Hampden Avenue, Englewood, Colorado :

13 Case MFW Doc Filed 06/16/16 Page 3 of 3 proceedings had before the Court; and the Court having found that the relief sought in the Motion is in the best interests of the Debtors, their estates, their creditors and all other parties in interest; and the Court having found that the legal and factual bases set forth in the Motion establish just cause for the relief granted herein; and after due deliberation and sufficient cause appearing therefor, IT IS HEREBY ORDERED THAT: 1. The Motion is GRANTED as set forth herein Pursuant to section 105(a) of the Bankruptcy Code and Bankruptcy Rule 9019, the terms, conditions, and provisions of the Stipulated Judgments are approved and are incorporated in this Order by reference as if fully set forth herein. 3. Entry of the Stipulated Judgments by the Ramsey County District Court is approved and authorized. 4. Notwithstanding any provision in the Bankruptcy Rules to the contrary, this Order shall be effective immediately and enforceable upon its entry. 5. The Debtors are authorized and empowered to take any and all steps and to perform such other and further actions as are necessary to carry out, effectuate or otherwise enforce the terms, conditions and provisions of the Stipulated Judgments. 6. The Court shall retain jurisdiction over any and all matters arising from or related to the interpretation or implementation of this Order. Dated: July, 2016 Wilmington, Delaware MARY F. WALRATH UNITED STATES BANKRUPTCY JUDGE 2 Capitalized terms not defined herein shall have the meanings ascribed to them in the Motion. 01:

14 Case MFW Doc Filed 06/16/16 Page 1 of 9 EXHIBIT B STIPULATED JUDGMENTS [See attached.] 01:

15 Case MFW Doc Filed 06/16/16 Page 2 of 9 ;:: STATE OF MINNESOTA COUNTY OF RAMSEY TAX COURT SECOND JUDICIAL DISTRICT CA No, SPORTMART, INC, Petitioner, vs. County of Ramsey, Respondent. STIPULATION, OFFER AND ACCEPTANCE JUDGMENT AND DECREE Court File No.: 62-CV For Taxes Payable in 2013 OFFER AND ACCEPTANCE IT IS HEREBY STIPULATED AND AGREED, by and between petitioner, through his/its attorney, and respondent that pursuant to Minn. R. Civ. P. 68, respondent hereby makes an OFFER to allow judgment to be entered and petitioner hereby issues its ACCEPTANCE in the above entitled matter on the basis of the attached value(s) and classification(s). IT IS FURTHER STIPULATED AND AGREED THAT judgment be entered against the property without penalties or costs, that the tax be recalculated and adjusted on the books and records of the County, that refunds to petitioner be computed with interest as required by law from the due date of the second half tax payment or the date of payment, whichever is later, to the date of refund, or that additional amounts due to the County be computed with interest as required by law and JUDGMENT BE ENTERED ACCORDINGLY WITHOUT NOTICE. i; (:,'.!~ il l.:, ~.'. " FOR RESPONDENT JOHN J. CHOt RAMSEY COUNTY ATTORNEY FOR PETITIONER Fredrikson & Byron, P.A. By:~~~~~~~~~~~-/. M. Jean Stepan (1 Assistant.County Attorney 12CSe1enth Street East Suite 4500 St. Paul, MN / I~/ Dated: <:,// 'l'7~'r" /. Engel (267442) Petitioner - Partner - Attorney (circle one) 200 South Sixth Street Suite 4000 Minneapolis, MN Dated: JUDGMENT AND DECREE ( olltdl Ho I hereby certify that the foregoing OFFER AN D ACCEPTANCE constitutes the Judgment and Decree. BY THE COURT Court Administrator Dated: _ By: _ Deputy Clerk

16 Case MFW Doc Filed 06/16/16 Page 3 of 9 and Estimated Market Values Before and After Petition Taxpayer Name: SPORTMART INC. Petition Number: CV /57717 Property ID Number: Tax Payable: 2013 Classification: 3A to 3A 4,417,000 3,533, , ,000, 366, ,600 5,300,000 3,900,000 1,400,000

17 Case MFW Doc Filed 06/16/16 Page 4 of _... r~ ST ATE OF MINNESOTA COUNTY OF RAMSEY TAX COURT SECOND JUDICIAL DISTRICT CA No SPORTMART, INC. AND TSA STORES, INC., related entities Petitioner, vs. County of Ramsey, Respondent. STlPULA non, OFFER AND ACCEPTANCE JUDGMENT AND DECREE Court FileNo.: 62-CV For Taxes Payable in OFFER AND ACCEPTANCE IT [S HEREBY STIPULATED AND AGREED, by and between petitioner, through his/its attorney, and respondent that pursuant to Minn. R. Civ. P. 68, respondent hereby makes an OFFER to allow judgment to be entered and petitioner hereby issues its ACCEPTANCE in the above entitled matter on the basis of the attached value(s) and classification(s). IT IS FURTHER STIPULATED AND AGREED THAT judgment be entered against the property without penalties or costs, that the tax be recalculated and adjusted on the books and records of the County, that refunds to petitioner be computed with interest as required by law from the due date of the second half tax payment or the date ofpayrnent, whichever is later, to the date of refund, or that additional amounts due to the County be computed with interest as required by Jaw and JUDGMENT BE ENTERED ACCORDINGLY WITHOUT NOTICE. FOR RESPONDENT JOHN J. CHOT RAMSEY COUNTY ATTORNEY FOR PETITIONER Fredrikson & Byron, P.A. By:,. ;,f->:'~,," {2-?'"" M.Jeim Stepan (105120) Assistant-County Attorney 121 'Seventh Street East Suite 4500 st. Paul, MN ~5IZ0J: Dated: G? By:\---lr--.:::o...,,,c-----,----- u. Engel (267442) Petitioner - Partner - Attorney (circle one) 200 South Sixth Street Suite 4000 Minneapolis, MN Dated: (oll~/i\o ~ I ~==============~~~=~=======~~=~=======~=====~========~========~~=~==~~======= JUDGMENT AND DECREE I hereby certify that the foregoing OFFER AND ACCEPTANCE constitutes the Judgment and. Decree. BY THE COURT Court Administrator Dated: _ By: _ Deputy Clerk

18 .,----_._- Case MFW Doc Filed 06/16/16 Page 5 of 9 and Estimated Market Values Before and After Petition Taxpayer Name: SPORTMART INC. & TSA STORES INC Petition Number: CV /63005 Property ID Number: Tax Payable: 2014 Classification: 3A to 3A 4,417,000 3,533, , , , ,700 5,383,100 4,000,000 1,383,100

19 Case MFW Doc Filed 06/16/16 Page 6 of 9 STATE OF MINNESOTA COUNTY OF RAMSEY TAX COURT SECOND JUDICIAL DISTRICT CA No SPORTMART, INC. AND TSA STORES, INC., related entities Petitioner, vs, STIPULATION, OFFER AND ACCEPTANCE JUDGMENT AND DECREE Court File No.: 62-CV County of Ramsey, For Taxes Payable in 2015 Respondent. OFFER AND ACCEPTANCE IT [S HEREBY STIPULATED AND AGREED, by and between petitioner, through his/its attorney, and respondent that pursuant to Minn. R. Civ, P. 68, respondent hereby makes an OFFER to allow judgment to be entered and petitioner hereby issues its ACCEPTANCE in the above entitled matter on the basis of the attached value(s) and classification(s). IT IS FURTHER STIPULATED AND AGREED THAT judgment be entered against the property without penalties or costs, that the tax be recalculated and adjusted on the books and records of the County, that refunds to petitioner be computed with interest as required by law from the due date of the second half tax payment or the date of payment, whichever is later, to the date of refund, or that additional amounts due to the County be computed with interest as required by law and JUDGMENT BE ENTERED ACCORDINGLY WITHOUT NOTICE. FOR RESPONDENT JOHN J. CHOI RAMSEY COUNTY ATTORNEY FOR PETITIONER Fredrikson & Byron, P.A.. M. J~ati Stepan (1051 Assistant ~unty Attorney 121 Seventh Street East Suite 4500 st. Paul, MN c.;:'i ~ / Dated: t u. Engel (267442) Petitioner - Partner - Attorney (circle one) 200 South Sixth Street Suite 4000 Minneapolis, MN Dated: Cal \61 \ to JUDGMENT AND D.ECREE I hereby certify that the foregoing OFFER AND ACCEPTANCE constitutes the Judgment and Decree. BY THE COURT Court Administrator Dated: _ By: _ Deputy Clerk

20 Case MFW Doc Filed 06/16/16 Page 7 of 9 and Estimated Market Values Before and After Petition Taxpayer Name: SPORTMART INC. & TSA STORES INC RELATED ENTITIES Petition Number: CV /67208 Property ID Number: Tax Payable: 2015 Classification: 3A to 3A 4,417,000 3,533, , , , ,400 5,348,300 4,137,500 1,210,800, i I, I I! r i I r' t., r. r

21 Case MFW Doc Filed 06/16/16 Page 8 of 9 STATE OF MINNESOTA COUNTY OF RAMSEY TAX COURT SECOND JUDICIAL DISTRICT CA No TSA STORES, INC. vs. Petitioner, STlPULA non, OFFER AND ACCEPTANCE.ruDGMENT AND DECREE Court File No.: 62-CV County of Ramsey, For Taxes Payable in 2016 Respondent. OFFER AND ACCEPTANCE IT IS HEREBY STIPULATED AND AGREED, by and between petitioner, through his/its attorney, and respondent that pursuant to Minn. R. Civ. P. 68, respondent hereby makes an OFFER to allow judgment to be entered and petitioner hereby issues its ACCEPTANCE in the above entitled matter on the basis of the attached value(s) and classification(s). IT IS FURTHER STIPULATED AND AGREED THAT judgment be entered against the property without penalties or costs, that the tax be recalculated and adjusted on the books and records of the County, that refunds to petitioner be computed with interest as required by law from the due date of the second half tax payment or the date of payment, whichever is later, to the date of refund, or that additional amounts due to the County be computed with interest as required by law and JUDGMENT BE ENTERED ACCORDINGLY WITHOUT NOTICE. FOR RESPONDENT FOR PETITIONER JOHN 1. CHOI RAMSEY COUNTY ATTORNEY /1 By: #f!:'" /'.~~./'.?,. M.. Jean Stepan (10512 Assistant.Cbunty Attorney 121 Seventh Street East Suite 4500 St. Paul,MN ~ Dated: C:..-J- d4" ~ Fredrikson & Byron, P.A. udy gel ( Petitione artner - Attorney (circle one) 200 South Sixth Street Suite 4000 Minneapolis, MN Dated: Co, \6\ \~ =====~=================----==-;;=======~~~=~===========~~======================= JUDGMENT AND DECREE I hereby certify that the foregoing OFFER AND ACCEPTANCE constitutes the Judgment and Decree. BY THE COURT Court Administrator Dated: _ 8y: _ Deputy Clerk

22 Case MFW Doc Filed 06/16/16 Page 9 of 9 and Estimated Market Values Before and After Petition Taxpayer Name: TSA STORES INC Petition Number: CV /71673 Property ID Number: Tax Payable: 2016 v-: ;,~. Classification: 3A to 3A 3,533,600 3,533, ,849, ,000 1,121,500 5,383,100 4,261,600 1,121,500 I