Case MFW Doc 2052 Filed 05/23/16 Page 1 of 3 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

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1 Case MFW Doc 2052 Filed 05/23/16 Page 1 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) Ref. Docket No CERTIFICATION OF COUNSEL REGARDING REVISED ORDER, PURSUANT TO SECTIONS 105, 363, AND 365 OF THE BANKRUPTCY CODE, (I) AUTHORIZING THE ASSUMPTION, ASSIGNMENT, AND TRANSFER OF THE DEBTORS INTEREST IN A REAL PROPERTY LEASE SUBJECT TO THE CLOSING STORE LEASE BIDDING PROCEDURES; (II) APPROVING THE TERMS OF THE AGREEMENT OF ASSUMPTION AND ASSIGNMENT OF LEASE; AND (III) GRANTING RELATED RELIEF The undersigned hereby certifies as follows: 1. On May 19, 2016, Sports Authority Holdings, Inc. and its affiliated debtors and debtors in possession in the above-captioned chapter 11 cases (collectively, the Debtors ) filed that certain Notice of Filing of Assignment Agreement and Proposed Order in Connection with Disposition of the Debtors Lease Related to Store Number 231 [Docket No. 1972] (the Notice ) 2 with the United States Bankruptcy Court for the District of Delaware (the Court ). As set forth in the Notice, the Debtors sought to assume and assign a real property lease (the Lease ) to GOLF & TENNIS PRO SHOP, INC. d/b/a PGA TOUR Superstore or its affiliate (the Assignee ) in connection with the Closing Store Lease Auction, in support of 1 2 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 Capitalized terms used but not otherwise defined herein shall have their meanings ascribed to them in the Notice. 01:

2 Case MFW Doc 2052 Filed 05/23/16 Page 2 of 3 which the Debtors filed that certain Declaration of Michael Jerbich in Support of Proposed Sale Orders for Closing Store Lease Sales [Docket No. 1974]. 2. A hearing on the Notice is scheduled to be held on May 25, 2016 at 9:30 a.m. (ET) (the Hearing ). Prior to the Hearing, the Debtors received formal objections, as well as informal comments, to the proposed form of order approving the contemplated assumption and assignment (the Assignment Order ) and the underlying assumption and assignment agreement (the PGA Agreement ) from the landlord counterparty (the Landlord ) to the Lease. See Docket Nos and In addition, the Assignee provided additional informal comments to the Assignment Order and the PGA Agreement. No objections or responses to the Notice or the related Motion as it pertained to the Lease were received prior to the Objection Deadline other than those described herein. 3. Following discussions among the Landlord, the Debtors and the Assignee (collectively, the Parties ), the Parties have agreed to the terms of a revised form of PGA Agreement and Assignment Order approving the assumption, assignment and transfer of the Debtors leasehold interest in Store No A copy of the revised Assignment Order, which resolves the objections filed by the Landlord and the informal comments by the Assignee, is attached hereto as Exhibit A, and annexed thereto as Exhibit 1 is a copy of the revised PGA Agreement. For the convenience of the Court and other interested parties, a blackline comparing the Assignment Order against the form of order filed with the Notice is attached hereto as Exhibit B, and a blackline comparing the PGA Agreement against the form of assignment agreement filed with the Notice is attached hereto as Exhibit C. 01:

3 Case MFW Doc 2052 Filed 05/23/16 Page 3 of 3 WHEREFORE, as the Debtors (i) did not receive any objections or responses other than those described herein, and (ii) have resolved the objections filed by the Landlord, and the informal comments received from the Assignee, on the terms memorialized in the PGA Agreement and the Assignment Order attached hereto, the Debtors respectfully request that the Court enter the Assignment Order without further notice or hearing at the Court s earliest convenience. Dated: May 23, 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:

4 Case MFW Doc Filed 05/23/16 Page 1 of 31 EXHIBIT A Assignment Order 01:

5 Case MFW Doc Filed 05/23/16 Page 2 of 31 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: SPORTS AUTHORITY HOLDINGS, INC., et al., Debtors. Chapter 11 Case No (MFW) Jointly Administered Ref. Docket Nos. 106, 1186 & ORDER, PURSUANT TO SECTIONS 105, 363, AND 365 OF THE BANKRUPTCY CODE, (I) AUTHORIZING THE ASSUMPTION, ASSIGNMENT, AND TRANSFER OF THE DEBTORS INTEREST IN A REAL PROPERTY LEASE SUBJECT TO THE CLOSING STORE LEASE BIDDING PROCEDURES; (II) APPROVING THE TERMS OF THE AGREEMENT OF ASSUMPTION AND ASSIGNMENT OF LEASE; AND (III) GRANTING RELATED RELIEF Upon the above-captioned debtors and debtors-in-possessions (the Debtors ) Motion, Pursuant to Sections 105, 363 and 365 of the Bankruptcy Code, Fed. R. Bankr. P. 2002, 6003, 6004, 6006, 9007, 9008 and 9014 and Del. Bankr. L.R , and , for Entry of (I) an Order (A) Approving Bid Procedures in Connection with the Sale of Substantially All of the Debtors Assets, (B) Scheduling an Auction for and Hearing to Approve Sale of Assets, (C) Approving Notice of Respective Date, Time and Place for Auction and for Hearing on Approval of Sale, (D) Approving Procedures for the Assumption and Assignment of Certain Executory Contracts and Unexpired Leases, (E) Approving Form and Manner of Notice Thereof, and (F) Granting Related Relief; and (II) an Order Authorizing and Approving (A) the Sale of Substantially All of the Debtors Assets Free and Clear of Liens, Claims, Rights, Encumbrances, and Other Interests, (B) the Assumption and Assignment of Certain Executory Contracts and 01:

6 Case MFW Doc Filed 05/23/16 Page 3 of 31 Unexpired Leases, and (C) Related Relief [D.I. 106] (the Motion ) 1 ; and in connection with this Court s (the Court ) Order (A) Approving Bid Procedures in Connection with the Sale of Substantially All of the Debtors Assets, (B) Scheduling an Auction for and Hearing to Approve Sale of Assets, (C) Approving Notice of Respective Date, Time and Place for Auction and for Hearing on Approval of Sale, (D) Approving Procedures for the Assumption and Assignment of Certain Executory Contracts and Unexpired Leases, (E) Approving Form and Manner of Notice Thereof, and (F) Granting Related Relief [D.I. 1186] (the Bid Procedures Order ); and it appearing that this Court has jurisdiction to consider the Motion 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, 2012; and it appearing that venue of these chapter 11 cases and the Motion in this District is proper pursuant to 28 U.S.C and 1409; and it appearing that this matter is a core proceeding pursuant to 28 U.S.C. 157(b); and this Court having determined that the relief requested in the Motion and granted by this Order is in the best interests of the Debtors, their estates, creditors and other parties in interest; and this Court having found that the relief requested in the Motion and granted by this Order is justified by the facts and circumstances; and it appearing that proper and adequate notice of the Motion has been given and that, except as otherwise ordered herein, no other or further notice is necessary; and after due deliberation thereon; and good and sufficient cause appearing therefor, IT IS HEREBY FOUND AND DETERMINED THAT: A. The findings and conclusions set forth herein constitute this Court s findings of fact and conclusions of law pursuant to Bankruptcy Rule 7052, made applicable to this proceeding pursuant to Bankruptcy Rule : Motion. Capitalized terms not otherwise defined herein are to be given the meanings ascribed to them in the 2

7 Case MFW Doc Filed 05/23/16 Page 4 of 31 B. This Court has jurisdiction over the Motion and over the property of the Debtors pursuant to 28 U.S.C. 157 and 1334, including the non-residential real property lease belonging to the Debtors (as may have been modified or amended from time to time, the Lease ) with respect to the premises located at Portofino Shopping Center, Shenandoah, Montgomery County, Texas (the Premises ) to be sold, assigned, transferred, conveyed, and delivered to GOLF & TENNIS PRO SHOP, INC. d/b/a PGA TOUR Superstore (the Assignee ) pursuant to the terms of this Order and the agreement of assumption and assignment (the Assignment Agreement ) in the form annexed to this Order as Exhibit 1. This is a core proceeding pursuant to 28 U.S.C. 157(b)(2) and the Court enters this Order as a final order consistent with Article III of the U.S. Constitution. Venue of these chapter 11 cases and the Motion in this district and Court is proper under 28 U.S.C and C. The statutory predicates for the relief sought in the Motion are sections 105, 363, and 365 of title 11 of the United States Code (the Bankruptcy Code ) and Rules 2002, 6004, 6006, and 9014 of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules ). D. This Order constitutes a final order within the meaning of 28 U.S.C. 158(a). Notwithstanding Bankruptcy Rules 6004(h) and 6006(d), and to any extent necessary under Bankruptcy Rule 9014 and Rule 54(b) of the Federal Rules of Civil Procedure, as made applicable by Bankruptcy Rule 7054, this Court finds that there is no just reason for delay in the implementation of this Order, and directs entry of judgment as set forth herein on the date hereof. E. The Lease for the Premises constitutes property of Debtors estates, and title thereto is vested in Debtors estates within the meaning of section 541(a) of the Bankruptcy Code. 01:

8 Case MFW Doc Filed 05/23/16 Page 5 of 31 F. Due and adequate notice of the Motion, the proposed assumption, assignment, and transfer of the Lease contemplated thereby, the hearing with respect thereto, and the subject matter thereof has been provided to all parties in interest herein, and no other or further notice is necessary. A reasonable opportunity to object or be heard with respect to the Motion and the relief requested therein has been afforded to all interested persons and entities. G. The relief requested in the Motion, with respect to the assumption, assignment, and transfer approved hereby, is in the best interests of the Debtors, their estates, creditors, and other parties in interest. The Debtors have demonstrated good, sufficient, and sound business purposes and justifications for the relief requested in the Motion and granted by this Order. H. The Assignment Agreement was negotiated and proposed in good faith, from arms -length bargaining positions, and without collusion. Assignee is a good-faith purchaser within the meaning of section 363(m) of the Bankruptcy Code and is entitled to the protections thereof. Assignee meets the standards of good faith that were enumerated by the United States Court of Appeals for the Third Circuit in In re Abbotts Dairies of Pennsylvania, Inc., 788 F.3d 143 (3d Cir. 1986). Neither the Debtors nor Assignee have engaged in any conduct that would cause or permit the assumption, assignment, and transfer to Assignee, pursuant to the Assignment Agreement and this Order, to be avoided under section 363(n) of the Bankruptcy Code. Assignee is not an insider of the Debtors, as that term is defined in section 101 of the Bankruptcy Code, and no common identity of incorporators, directors, or controlling stockholders existed between Assignee and the Debtors. I. The proposed assumption, assignment, and transfer of the Lease complies in all respects with the terms and conditions of the Bid Procedures Order. 01:

9 Case MFW Doc Filed 05/23/16 Page 6 of 31 J. Pursuant to the Bid Procedures Order and the results of the auction, Assignee was the winning bidder for the Lease at the auction. K. The consideration provided by Assignee to the Debtors (i) is fair and reasonable, (ii) is the highest or best offer for the Lease for the Premises, (iii) will provide a greater recovery for the Debtors creditors than would be provided by any other available alternative, and (iv) constitutes reasonably equivalent value and fair consideration under the Bankruptcy Code and under the laws of the United States, any state, territory, or possession. The Debtors are authorized to assume, assign, and transfer the Lease for the Premises to the Assignee free and clear of all liens, claims, interests, and encumbrances of any kind or nature whatsoever against the Debtors interest in the Lease, other than (i) real estate taxes relating to periods on or after January 1, 2016 which are not yet due and payable or which are being contested in good faith and (ii) easements, rights-of-way, restrictive covenants, zoning laws, municipal ordinances, and any other encumbrances on title that appear on the current title report (a copy of which is attached to the Assignment Agreement as Exhibit B), because one or more of the standards set forth in sections 363(f)(1)-(5) of the Bankruptcy Code have been satisfied, provided that, any Interests or Claims (defined below) encumbering all or any portion of the proceeds that the Debtors are entitled to receive in respect of the sale or disposition of the Lease shall attach to the proceeds to be received by the Debtors in the same order, priority and validity that such Interests or Claims had in the Lease or such proceeds as of the Petition Date or pursuant to any order of the Bankruptcy Court entered in the Debtors Chapter 11 Cases. Those holders of liens, claims, interests, and encumbrances who did not object to the Motion or the relief requested therein, or who interposed and then withdrew their objections, are deemed to have consented to the Assignment Agreement pursuant to section 363(f)(2) of the Bankruptcy 01:

10 Case MFW Doc Filed 05/23/16 Page 7 of 31 Code. Those holders of liens, claims, interests, and encumbrances who did object fall within one or more of the other subsections of section 363(f) of the Bankruptcy Code. In the event that the DIP Loans are then outstanding, upon consummation of the assignment transaction contemplated by the Assignment Agreement, the Assignee shall pay to the DIP Agent, as the Debtors designee, any and all consideration required to be paid to the Debtors under such Assignment Agreement, with any such amounts to be applied by the DIP Agent in the manner and in the amounts and times as provided in the Court s Final Order (I) Authorizing Debtors To Obtain Post-Petition Secured Financing Pursuant To 11 U.S.C. 105, 362, 363, And 364; (II) Granting Liens And Superpriority Claims To Post-Petition Lenders Pursuant To 11 U.S.C. 364 And 507; And (III) Authorizing The Use Of Cash Collateral And Providing Adequate Protection To Prepetition Secured Parties And Modifying The Automatic Stay Pursuant To 11 U.S.C. 361, 362, 363, And 364, entered May 3, 2016 [D.I. No. 1699] (the DIP Financing Order ). L. The Debtors and Assignee have, to the extent necessary, satisfied the requirements of section 365 of the Bankruptcy Code, including sections 365(b)(1)(A), 365(b)(1)(B), and 365(f) of the Bankruptcy Code, in connection with the sale and assumption and assignment provided under the Assignment Agreement and have, or will have, as of the date of closing (the Effective Date ) (1) cured any undisputed default existing prior to the date hereof under the Lease for the Premises, within the meaning of section 365(b)(l)(A) of the Bankruptcy Code, (2) provided compensation or adequate assurance of compensation to any party for any actual pecuniary loss to such party resulting from a default prior to the date hereof under the Lease for the Premises, within the meaning of section 365(b)(1)(B) of the Bankruptcy Code, and (3) funded a segregated account controlled by the Debtors (the Disputed Cure Cost 01:

11 Case MFW Doc Filed 05/23/16 Page 8 of 31 Account ) in the amount equal to any asserted amounts due or actual pecuniary loss that is disputed by the Debtors and related to a default purportedly existing prior to the date hereof under the Lease for the Premises (pending resolution of such disputed default), and Assignee has provided adequate assurance of future performance, within the meaning of sections 365(b)(1), 365(b)(3) (to the extent applicable), and 365(f)(2) of the Bankruptcy Code. The Lease is assignable notwithstanding any provisions contained therein to the contrary. NOW, THEREFOR, IT IS HEREBY ORDERED THAT: 1. The Motion is granted as set forth herein. 2. Any and all objections and responses to the Motion with respect to the relief granted by this Order that have not been withdrawn, waived, settled, or resolved, and all reservations of rights included therein, are hereby overruled and denied on the merits. 3. Notice of the Motion, and the proposed form of order authorizing the Debtors to enter into the Assignment Agreement, was adequate, fair, and equitable under the circumstances and complied in all respects with section 102(1) of the Bankruptcy Code and Bankruptcy Rules 2002, 6004, and The Assignment Agreement attached hereto as Exhibit 1, and all of the terms and conditions thereof, and all transactions contemplated therein, are hereby approved in all respects. 5. Pursuant to section 363(b) of the Bankruptcy Code, the Debtors, acting by and through their agents, representatives, and officers, are authorized and empowered to take any and all actions necessary or appropriate to: (a) consummate and close the transactions contemplated by the Assignment Agreement; (b) execute and deliver, perform under, consummate, and implement the Assignment Agreement and all additional instruments and 01:

12 Case MFW Doc Filed 05/23/16 Page 9 of 31 documents that may be reasonably necessary or desirable to implement the Assignment Agreement, or as may be reasonably necessary or appropriate to the performance of the obligations as contemplated by the Assignment Agreement and such other ancillary documents. 6. In the event that the DIP Loans are then outstanding, upon consummation of the assignment transaction contemplated by the Assignment Agreement, the Assignee shall pay to the DIP Agent, as the Debtors designee, any and all consideration required to be paid to the Debtors under such Assignment Agreement, with any such amounts to be applied by the DIP Agent in the manner and in the amounts and times as provided in the DIP Financing Order. 7. This Order shall be binding in all respects upon the Debtors, their estates, all creditors, all holders of equity interests in the Debtors, all holders of any interests or claims (whether known or unknown) against any Debtor, any holders of interests or claims against or on all or any portion of the Lease being transferred under the Assignment Agreement, Assignee and all successors and assigns of Assignee, and any trustees, examiners, or other fiduciary under any section of the Bankruptcy Code, if any, subsequently appointed in the Debtors chapter 11 cases or upon a conversion to chapter 7 under the Bankruptcy Code of the Debtors cases. The terms and provisions of the Assignment Agreement and this Order shall inure to the benefit of the Debtors, their estates, and their creditors, Assignee, and their respective affiliates, successors and assigns, and any other affected third parties, including all persons asserting any interests or claims in the Lease to be transferred to Assignee pursuant to the Assignment Agreement, notwithstanding any subsequent appointment of any trustee(s), party, entity, or other fiduciary under any section of any chapter of the Bankruptcy Code, as to which trustee(s), party, entity, or other fiduciary such terms and provisions likewise shall be binding. 01:

13 Case MFW Doc Filed 05/23/16 Page 10 of Pursuant to sections 105(a), 363(b), 363(f), 365(b), and 365(f) of the Bankruptcy Code, upon the Effective Date, the Lease shall be transferred to Assignee free and clear of all encumbrances, claims, interests, and liens against the Debtors interest in the Lease, including mortgages, restrictions, hypothecations, charges, indentures, loan agreements, instruments, leases, licenses, options, deeds of trust, security interests, other interests, conditional sale or other title retention agreements, pledges, and other liens (including mechanics, materialman s, and other consensual and non-consensual liens and statutory liens), judgments, demands, encumbrances, rights of first refusal, offsets, contracts, recoupment, rights of recovery, claims for reimbursement, contribution, indemnity, exoneration, products liability, alter ego, environmental, or tax, decrees of any court or foreign or domestic governmental entity, or charges of any kind or nature, if any, including any restriction on, voting, transfer, receipt of income or other exercise of any attributes of ownership, debts arising in any way in connection with any agreements, acts, or failures to act, including any pension liabilities, retiree medical benefit liabilities, liabilities related to the Employee Retirement Income Security Act of 1974, liabilities related to the Internal Revenue Code, or any other liability relating to Debtors current and former employees, of the Debtors or any of the Debtors predecessors or affiliates, claims, whether known or unknown, choate or inchoate, filed or unfiled, scheduled or unscheduled, noticed or unnoticed, recorded or unrecorded, perfected or unperfected, allowed or disallowed, contingent or non-contingent, liquidated or unliquidated, matured or unmatured, material or nonmaterial, disputed or undisputed, whether arising prior to or subsequent to the commencement of these chapter 11 cases, and whether imposed by agreement, understanding, law, equity or otherwise, including claims otherwise arising under doctrines of successor liability, other than (i) real estate taxes relating to periods on or after January 1, 2016 which are not yet due and payable 01:

14 Case MFW Doc Filed 05/23/16 Page 11 of 31 or which are being contested in good faith, and (ii) easements, rights-of-way, restrictive covenants, zoning laws, municipal ordinances, and any defects or other encumbrances on title that appear on the current title report, a copy of which is attached to the Assignment Agreement as Exhibit B (collectively, the Interests or Claims ); provided that, any Interests or Claims encumbering all or any portion of the proceeds that the Debtors are entitled to receive in respect of the sale or disposition of any Lease shall attach to the proceeds to be received by the Debtors in the same order, priority and validity that such Interests or Claims had in the Lease or such proceeds as of the Petition Date or pursuant to any order of the Bankruptcy Court entered in the Debtors Chapter 11 Cases. 9. This Order shall be construed and shall constitute for any and all purposes a full, complete valid and effective general assignment, conveyance, and transfer of the Lease for the Premises or a bill of sale transferring good and marketable title in such Lease to Assignee pursuant to the terms and allocations set forth in the Assignment Agreement, without the need for any consents. 10. Upon consummation of the Assignment Agreement, if any person or entity that has filed financing statements, mortgages, mechanic s liens, lis pendens, or other documents or agreements evidencing Interests or Claims against or in the Lease for the Premises shall not have delivered to the Debtors prior to the Effective Date, in proper form for filing and executed by the appropriate parties, termination statements, instruments of satisfactions, releases of all Interests or Claims that the person or entity has with respect to the Lease for the Premises, then (a) the Debtors, Assignee, and any third party who holds any such Interest or Claim is hereby authorized to execute and file such statements, instruments, releases, and other documents on behalf of the person or entity and (b) Assignee is hereby authorized to file, register, or otherwise 01:

15 Case MFW Doc Filed 05/23/16 Page 12 of 31 record a certified copy of this Order, which, once filed, registered or otherwise recorded, shall constitute conclusive evidence of the release of all Interests or Claims in the Lease for the Premises of any kind or nature; provided, that, notwithstanding anything to the contrary, the provisions of this Order shall be self-executing, and neither the Debtors nor Assignee shall be required to execute or file releases, termination statements, assignments, consents, recordings, memoranda of assignment or other instruments in order to effectuate, consummate, and implement the provisions of this Order. 11. All entities, including all lenders; debt security holders; equity security holders; governmental, tax, and regulatory authorities; parties to executory contracts and unexpired leases; customers; employees and former employees; dealers and sale representatives; and trade or other creditors holding Interests or Claims of any kind or nature whatsoever against the Lease subject to the Assignment Agreement arising under or out of, in connection with, or in any way relating to, the Lease or the assumption, assignment, and transfer of such Lease to Assignee, hereby are forever barred, estopped, and permanently enjoined from asserting any Interests or Claims that arise under or out of, in connection with, or in any way relate to, the Assignment Agreement, the Lease or the assumption, assignment, and transfer of the Lease to Assignee against Assignee and its successors, designees, permitted assigns, or property, or the Lease conveyed in accordance with the Assignment Agreement. 12. Pursuant to sections 105, 363, and 365 of the Bankruptcy Code and the terms of the Assignment Agreement, the Debtors are hereby authorized to assume, assign, and transfer the Debtors interests in the Lease for the Premises to Assignee. 13. Pursuant to sections 105(a), 363, and 365 of the Bankruptcy Code, and subject to and conditioned upon the occurrence of the Effective Date, the Debtors assumption 01:

16 Case MFW Doc Filed 05/23/16 Page 13 of 31 and assignment, and Assignee s assumption of the Lease, contemplated by the Assignment Agreement is hereby approved in its entirety, and the requirements of section 365 of the Bankruptcy Code with respect thereto are hereby deemed satisfied. 14. Upon the Effective Date, in accordance with sections 363 and 365 of the Bankruptcy Code, Assignee shall be fully and irrevocably vested in all right, title, and interest of the Lease for the Premises. The Lease shall be transferred to, and remain in full force and effect for the benefit of, Assignee in accordance with all of its terms, notwithstanding any provision in the Lease that prohibits, restricts, or conditions such assignment or transfer. Pursuant to section 365(f) of the Bankruptcy Code, the assignment contemplated by the Assignment Agreement shall not be considered a default or effect a forfeiture. Any provisions in the Lease that prohibit or condition the assignment of such Lease or allow the landlord to terminate, recapture, impose any penalty, condition on renewal or extension, or modify any term or condition upon the assignment of such Lease constitute unenforceable anti-assignment provisions that are of no force and effect but only in connection with the assumption and assignment of the Lease to the Assignee pursuant to this Order. All other requirements and conditions under sections 363 and 365 of the Bankruptcy Code for the assumption by the Debtors and assignment to Assignee have been satisfied. 15. Pursuant to sections 365(b)(1)(A) and (B) of the Bankruptcy Code, on the Effective Date, (i) the Assignee shall pay to KRG Portofino, LLC (the Landlord ) the amount of $269, which amount represents the undisputed portion of the amounts due and actual pecuniary loss to Landlord resulting from defaults prior to the date hereof under the Lease for the Premises (the Undisputed Cure Costs ), (ii) the Assignee shall pay the Debtors $3, and the Debtors shall forthwith cause the discharge and release of record of the certain mechanic s 01:

17 Case MFW Doc Filed 05/23/16 Page 14 of 31 lien in favor of Advantage Mechanical Services, LLC, recorded in the State of Texas, County of Montgomery, document number (the Mechanic s Lien ) and provide the Landlord with proof of such discharge and release, and (iii) the Assignee shall fund the Disputed Cure Cost Account in the amount of $25, which amount represents the asserted actual pecuniary loss that is disputed by the Debtors and/or the Assignee and related to defaults purportedly existing prior to the date hereof under the Lease for the Premises (pending resolution of such disputed default) (the Disputed Cure Costs, and together with the Undisputed Cure Costs, the Cure Costs ). The Debtors shall timely comply with all of their ongoing obligations under the Lease in accordance with section 365(d)(3) of the Bankruptcy Code and the Lease, through and including the Effective Date. Should the Debtors do so, the Cure Costs are hereby fixed at such amounts set forth in this paragraph for the purposes of establishing the Debtors and Assignee s maximum obligations with respect thereto and no party shall have any recourse against the Debtor or Assignee for amounts asserted in connection with alleged cure obligations that differ from the Cure Costs set forth in this paragraph. The Disputed Cure Costs and proceeds of the Disputed Cure Cost Account shall be subject to either (i) agreement of the Assignee and the Landlord, or (ii) further order of this Court. A hearing is hereby scheduled for June 28, 2016, at 10:30 a.m. (ET) in connection with the Disputed Cure Costs. Assignee shall have standing to object to the Disputed Cure Costs, and the Debtors shall transfer the funds held in the Disputed Cure Costs Account in accordance with (i) any agreement between the applicable Landlord and the Assignee, or (ii) order of the Court resolving such dispute. After the Assignee s payment of the Undisputed Cure Costs, the Assignee s funding of the Disputed Cure Costs Account, the payment of such Cure Costs to the Landlord, the Debtors discharge and release of the Mechanic s Lien, and the Debtors compliance with their ongoing obligations 01:

18 Case MFW Doc Filed 05/23/16 Page 15 of 31 under the Lease, each as set forth above as provided herein, the Debtors and Assignee shall not have any further liabilities on account of the Lease being transferred under the Assignment Agreement, other than Assignee s obligations for amounts that have not yet become due prior to the Effective Date and the Assignee s obligations under paragraph 19 of the Order. 16. Notwithstanding any provision in the Lease to the contrary, Assignee may operate the Premises under its trade name. Assignee may also perform alterations and remodeling of the Premises in accordance with the Lease. 17. Assignee has provided the required adequate assurance of future performance within the meaning of sections 365(b)(1)(C), 365(b)(3) (to the extent applicable), and 365(f)(2)(B) of the Bankruptcy Code. 18. Pursuant to sections 105(a), 363, and 365 of the Bankruptcy Code, Landlord is forever barred and permanently enjoined from raising or asserting against the Debtors or Assignee any assignment fee, rent-acceleration, rent increase, default, breach, claim, pecuniary loss, or condition to assignment (other than the Cure Costs), arising under or related to the Lease, existing as of the date that the Lease is assumed or arising by reason of the assumption and assignment (which, for the avoidance of doubt, excludes Assignee s ongoing obligations under the Lease as set forth in paragraph 19 below). 19. Notwithstanding anything to the contrary in the Motion, Bid Procedures Order, this Order, or the Assignment Agreement, from and after the Effective Date, Assignee shall have both the benefits and the burdens under the Lease for the Premises, including the burden for all rent increases provided for in the Lease (other than rent increases arising as a result of the assignment of the Lease to the Assignee pursuant to this Order) and those burdens for charges which have accrued as of the Effective Date but are not yet due under the terms of 01:

19 Case MFW Doc Filed 05/23/16 Page 16 of 31 the Lease (unless they are included and paid as a Cure Cost), including, but not limited to: (i) any adjustments or reconciliations (including any year-end adjustments or reconciliations) in respect of common area maintenance, insurance, taxes, and other charges and expenses that become due under the Lease; (ii) any percentage rent (if applicable) that becomes due under the Lease; and (iii) any and all property taxes due and payable under the Lease. For the avoidance of doubt, the Assignor shall pay rent and related charges that come due prior to the Effective Date, subject to the reimbursement provisions set forth in Sections B and J of the Assignment Agreement. 20. The Debtors and their estates are hereby relieved from any liability arising from any breach (or purported breach) of the terms of the Lease on and after the Effective Date. 21. The transactions contemplated by the Assignment Agreement are undertaken by Assignee without collusion and in good faith, as that term is defined in section 363(m) of the Bankruptcy Code, and accordingly, the reversal or modification on appeal of the authorization provided herein to consummate the assumption, assignment, and transfer shall not affect the validity of such transactions, unless such authorization and consummation of such transactions are duly stayed pending such appeal. Assignee is a good-faith buyer within the meaning of section 363(m) of the Bankruptcy Code and, as such, is entitled to the full protections of section 363(m) of the Bankruptcy Code. By virtue of the transactions contemplated by the Assignment Agreement, Assignee shall not be deemed to: (a) be a legal successor, or otherwise be deemed a successor to the Debtors; (b) have, de facto or otherwise, merged with or into the Debtors; or (c) be a mere continuation or substantial continuation of the Debtors or the enterprise or operations of the Debtors. 22. As a good-faith purchaser, Assignee has not colluded with any of the other bidders, potential bidders, or any other parties interested in the Lease for the Premises, and 01:

20 Case MFW Doc Filed 05/23/16 Page 17 of 31 therefore the sale of the Lease as provided in the Assignment Agreement may not be avoided pursuant to section 363(n) of the Bankruptcy Code. 23. The transfer of the Debtors Lease under the Assignment Agreement is AS IS-WHERE IS, without any representations or warranties of any kind from the Debtors. 24. Notwithstanding the provisions of Bankruptcy Rules 6004(h), 6006(d), or 7062 or any applicable provisions of the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of Delaware, this Order shall not be stayed after the entry hereof, but shall be effective and enforceable immediately upon entry, and the 14- day stay provided in Bankruptcy Rules 6004(h) and 6006(d) is hereby expressly waived and shall not apply. 25. This Order shall be binding upon the Debtors, all creditors of the Debtors, and any trustees appointed in this proceeding or any trustees appointed in any subsequent proceedings under chapter 7 or chapter 11 of the Bankruptcy Code relating to the Debtors, and all other parties in interest herein. 26. The Court shall retain exclusive jurisdiction to resolve any dispute arising from or relating to the transaction or this Order. Dated: Wilmington, Delaware May, 2016 MARY F. WALRATH UNITED STATES BANKRUPTCY JUDGE 01:

21 Case MFW Doc Filed 05/23/16 Page 18 of 31 Exhibit 1 ASSIGNMENT AGREEMENT 01:

22 Case MFW Doc Filed 05/23/16 Page 19 of 31 ASSIGNOR MAY HAVE CLAIMS UNDER THE LEASE FOR CHARGES PAID BY THE ASSIGNOR, WHICH CLAIMS MAY BE DISPUTED. THESE CLAIMS WILL BE RETAINED BY ASSIGNOR. AGREEMENT OF ASSUMPTION AND ASSIGNMENT OF LEASE THIS ASSUMPTION AND ASSIGNMENT AGREEMENT (this Agreement ) is made as of this day of, 2016, by and between TSA STORES, INC., a Delaware corporation ( Assignor ), and GOLF & TENNIS PRO SHOP, INC. d/b/a PGA TOUR Superstore ( Assignee ). I. The Lease Assignor, a debtor in possession, is a tenant under a lease dated as of November 2, 1999 (the Lease ) for the premises located at Portofino Shopping Center, Shenandoah, Montgomery County, Texas and more specifically described in the Lease (the Premises ). A copy of the Lease is attached hereto as Exhibit A. The landlord under the Lease is KRG Portofino, LLC, successor in interest to Portofino, LTD. ( Landlord ). II. Assignor s Bankruptcy Case On March 2, 2016, Assignor filed a voluntary petition for relief under Chapter 11 of the Title 11 of the United States Code, 11 U.S.C (the Bankruptcy Code ) in the United States Bankruptcy Court for the District of Delaware (the Bankruptcy Court ). Assignor continues to operate its business and manage its properties as a debtor-in-possession pursuant to sections 1107 and 1108 of the Bankruptcy Code. No trustee has been appointed in Assignor s Chapter 11 case. III. Assignor s Assignment of the Lease Assignee is desirous of having Assignor assign to it, pursuant to sections 363 and 365 of the Bankruptcy Code, on the terms and conditions set forth herein, all of Assignor s right, title and interest of any kind or nature in and to the Lease including, without limitation, the right to possession. NOW, THEREFORE, THE PARTIES HERETO AGREE AS FOLLOWS: Pursuant to the terms and for the consideration set forth below, Assignor hereby agrees to sell, transfer, convey, and assign to Assignee, its successors and assigns, all of Assignor s right, title, and interest in and to the Lease for the remainder of the Lease term (the Assignment ) and Assignee hereby accepts the Assignment. Assignee hereby recognizes and acknowledges that Landlord s right to full performance of all terms, conditions and covenants of the Lease remains in full force and effect on and after 01:

23 Case MFW Doc Filed 05/23/16 Page 20 of 31 01: the effective date of the Assignment (for the avoidance of doubt, notwithstanding any contrary provision contained in the Lease, the Lease may be assumed and assigned by the Assignor to the Assignee consistent with this Agreement and the Order). Except to the extent otherwise agreed in writing by Landlord, Assignee assumes all of the terms, conditions and covenants of the Lease as tenant under the Lease, and agrees to assume and undertake to pay, perform and discharge all of Assignor s obligations and duties with respect to the Lease. Further, pursuant to section 365(k) of the Bankruptcy Code, on and after the effective date of the Assignment, Assignor and its estate shall be relieved from any liability for any breach of the Lease occurring after the effective date of the Assignment, and Assignee agrees to indemnify and hold Assignor harmless from any default in the performance of such terms, conditions and covenants occurring after the effective date of the Assignment. The Assignor has notified or will notify the Landlord of the monetary value of any defaults existing under the Lease, which amount may be contested by the Landlord (the Cure Costs ). Any dispute as to the amount of Cure Costs will either be resolved consensually by the Assignee and the Landlord or determined by the Bankruptcy Court. Pursuant to paragraph (A) hereof, payment of the Cure Costs by the Assignee constitutes a portion of the Purchase Price (as defined below). Payment of the Cure Costs by the Assignee shall constitute full satisfaction of Landlord s claim for monies owed under the Lease by Assignor prior to the date of entry of the order of the Bankruptcy Court approving the assumption and assignment of the Lease to the Assignee (the Order ), and payment of such amount by Assignee to Landlord together with the Assignor s timely performance of all of its obligations under the Lease through and including the effective date of the assignment, discharge and release of a certain Mechanic s Lien as described in the Order, and the assumption and assignment of the Lease to Assignee pursuant to this Agreement shall relieve Assignor of all liability arising under the Lease on account of any and all claims or defaults accruing prior to the date of the Closing. Notwithstanding anything to the contrary herein, Assignee shall be liable for all rent and charges which have accrued as of the date of the Closing but are not yet due under the terms of the Lease, including, but not limited to: (i) any adjustments or reconciliations (including year-end adjustments or reconciliations) in respect to common area maintenance, insurance, taxes, and other charges and expenses that become due under the Lease; (ii) any percentage rent (if applicable) that becomes due under the Lease, and (iii) any property taxes due and payable under the Lease (collectively, the Accrued Obligations ) Assignee is responsible for all Cure Costs, as determined by the Bankruptcy Court or agreed upon between the Assignee and the Landlord. A. Consideration -- The total consideration to be paid by Assignee is $2,348,026.36, consisting of the following (i) to Assignor $2,053,466.62, (ii) to Landlord, the amount of Cure Costs of $269,559.74, and (iii) $25,000 to fund the Disputed Cure Cost Account (as that term is defined in the Order), each payable at the Closing (as defined herein) (the Purchase Price ) in immediately available funds wired to the account specified by the Assignor and the Landlord, respectively. Upon execution of this Agreement, Assignee shall pay to Assignor a deposit equal to $20,000. At the Closing, Assignee shall pay the balance of the Purchase Price to Assignor and the Landlord, as applicable. Said deposit and balance shall be paid by certified or bank check made payable to Assignor, or by wire transfer to the account of Assignor, pursuant to written 2

24 Case MFW Doc Filed 05/23/16 Page 21 of 31 wire instructions to be provided by Assignor. Said funds are to be released and paid as directed by an order of the Bankruptcy Court approving the Assignment of the Lease to Assignee on the terms and conditions set forth herein. B. Closing and Effective Date of Assignment -- The closing of the Assignment (the Closing ) shall take place within one (1) business day upon the later to occur of (i) the approval by the Bankruptcy Court and the entry of the order approving the assumption and assignment and sale of the Lease to Assignee and (ii) the date that any liquidators finish selling Assignor s personal property at the Premises so long as such date does not occur after June 30, 2016 absent further order of the Bankruptcy Court; provided, that, the Assignee shall reimburse the Assignor for rent paid by the Assignor related to any portion of any rental period following the Closing. The effective date of the Assignment shall be the date of the Closing. The Assignor shall timely perform all of its obligations under the Lease as is required by section 365(d)(3) of the Bankruptcy Code and the Lease through and including the Closing. C. Bankruptcy Court Approval/Higher and Better Offers -- This Agreement is contingent upon (a) Assignor obtaining an order of the Bankruptcy Court authorizing: (1) Assignor to enter into the Agreement and (2) the assumption and assignment of the Lease pursuant hereto and (b) Assignor not receiving a higher or otherwise better offer from a third party or the Landlord at an auction for the Lease or otherwise. If the Bankruptcy Court does not approve this Assignment for any reason, other than a material breach of this Agreement by Assignee or as a result of a higher and better offer received by Assignor on or prior to the date of the hearing to approve this Assignment, then all escrowed funds shall be released to Assignee, and Assignee shall have no further claims against Assignor. If Assignee fails to close for any reason other than a material breach of this Agreement by Assignor, then Assignee s deposit shall become non-refundable and shall be forfeited to Assignor as liquidated damages. D. Free and Clear of Liens and Encumbrances -- Upon entry of an order approving the assumption and assignment contemplated by this Agreement, the Lease shall be free and clear of any liens, security interests, pledges or other interests against the Assignor s interest in the Lease, all such interests to attach to the proceeds paid to Assignor by Assignee (other than (i) Accrued Obligations, (ii) real estate taxes not yet due and payable or which are being contested in good faith and (iii) easements, rightsof-way, restrictive covenants, zoning laws, municipal ordinances, and any other minor encumbrances on title that appear on the current title report, a copy of which is attached hereto as Exhibit A). E. As Is Where Is Transaction Assignee hereby acknowledges and agrees that Assignor makes no representations or warranties whatsoever, express or implied, with respect to any matter relating to the Lease. Without in any way limiting the foregoing, Assignor hereby disclaims any warranty (express or implied) of merchantability or fitness for any particular purpose as to any portion of the Lease or related assets. Assignee further acknowledges that the Assignee has conducted an 01:

25 Case MFW Doc Filed 05/23/16 Page 22 of 31 independent inspection and investigation of the physical condition of the subject premises as Assignee deemed necessary or appropriate and that in proceeding with its acquisition of the Lease, Assignee is doing so based upon such independent inspections and investigations. Accordingly, Assignee will accept the Lease AS IS and WHERE IS. F. Adequate Assurance Data -- As a condition of the bidding procedures approved by the Bankruptcy Court (the Bidding Procedures ) and in compliance with said Bidding Procedures, prior to or with the execution of this Agreement, Assignee has supplied Assignor with: (i) the full name and identity of the proposed Assignee of the Lease; (ii) a current financial statement or such other proof of financial condition of the proposed Assignee or guarantor, if any; (iii) a written statement of the proposed Assignee s expected use of the Premises; (iv) such other information relating to the proposed business to be conducted at the Premises and retail experience of the proposed Assignee; (v) a projection of gross sales, if the Lease contains a percentage rent provision; and (vi) any additional information required to be provided by the Bidding Procedures. Assignee agrees to work cooperatively with the Landlord to provide any additional information that the Landlord or the Assignor requests in furtherance of obtaining Bankruptcy Court approval for this Agreement. Lease. G. Use -- Assignee shall use the Premises in accordance with the H. Possession -- Assignor agrees to provide Assignee with possession of the Premises on the Closing, subject only to an extension ordered by the Bankruptcy Court. I. Initial Rent -- Upon the Closing, Assignee shall be responsible for, and shall pay, rent and other obligations and charges due under the Lease to Landlord in accordance with the terms of the Lease from and after the Closing. For the avoidance of doubt, Assignee shall be responsible to Landlord for the Accrued Obligations and rent arising under the Lease beginning on the date of the Closing. J. Reimbursement by Assignee Subject to paragraph B, Assignee shall reimburse Assignor for any rent or related charges due under the Lease for any period subsequent to May 1, 2016 that are paid by Assignor to Landlord. Any such amounts shall be reimbursed by Assignee to Assignor at the Closing. K. Commission -- With the exception of consulting fees payable by Assignor to A&G Asset Management, LLC, any commission due and payable as a result of this Agreement shall be paid by Assignee. Assignee hereby indemnifies Assignor and its estate for any claims of brokerage other than that made by A&G Realty Partners LLC. L. Further Assurances. At the Closing, Assignor shall, upon Assignee s request, execute and deliver to Assignee such other instruments of transfer as shall be reasonably necessary to evidence the assignment by Assignor and assumption by Assignee of the Lease, and Assignor, on the one hand, and Assignee, on the other hand, shall use its commercially reasonable efforts to take, or cause to be taken, all appropriate 01: