Case MFW Doc 1883 Filed 05/13/16 Page 1 of 6 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

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1 Case MFW Doc 1883 Filed 05/13/16 Page 1 of 6 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) Objection Deadline: May 13, 2016 at 4:00 p.m. ET Hearing Date: May 24-25, 2016 at 9:30 a.m. ET Related to Docket Nos. 106, 1186, 1210, 1752 & 1869 JOINDER OF WP GLIMCHER INC., MACY S WEST STORES, INC. AND CP PEMBROKE PINES, LLC TO OBJECTION OF AGC PACIFIC COAST PLAZA LLC, ARC TSKCYMO001, LLC, ARC CLORLFL001, LLC, BRIXMOR PROPERTY GROUP, INC., C.E. JOHN COMPANY, INC. CENTENNIAL REAL ESTATE COMPANY, LLC, CENTERCAL PROPERTIES, INC. DEUTSCHE ASSET & WEALTH MANAGEMENT, DISANTO PRIEST & CO., DURANGO MALL LLC, EDENS, FEDERAL REALTY INVESTMENT TRUST, FOURSQUARE PROPERTIES, INC. HANSON INDUSTRIES, INC., LIPEX PROPERTIES, L.P., MANSFIELD INVESTMENTS, INC., METROPOLITAN LIFE INSURANCE COMPANY, MO GOLD RIVER, LLC, RICE LAKE SQUARE LP, RITE AID CORPORATION, SPHEAR INVESTMENTS, LLC, STARWOOD RETAIL PARTNERS LLC, SWEETBRIAR AUTHORITY LLC, THE MACERICH COMPANY, THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, UBS REALTY INVESTORS LLC, UCR ASSET SERVICES, WEST VALLEY PROPERTIES, INC., WMJK, LTD. AND YTC MALL OWNER LLC TO 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 (A) AN ORDER (I) APPROVING BID PROCEDURES IN CONNECTION WITH THE SALE OF SUBSTANTIALLY ALL OF THE DEBTORS ASSETS, (II) SCHEDULING AN AUCTION FOR AND HEARING TO APPROVE SALE OF ASSETS, (III) APPROVING NOTICE OF RESPECTIVE DATE, TIME AND PLACE FOR AUCTION AND FOR HEARING ON APPROVAL OF SALE, (IV) APPROVING PROCEDURES FOR THE ASSUMPTION AND ASSIGNMENT OF CERTAIN EXECUTORY CONTRACTS AND UNEXPIRED LEASES, (V) APPROVING FORM AND MANNER OF NOTICE 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 1883 Filed 05/13/16 Page 2 of 6 THEREOF, AND (VI) GRANTING RELATED RELIEF; AND (B) AN ORDER AUTHORIZING AND APPROVING (I) THE SALE OF SUBSTANTIALLY ALL OF THE DEBTORS ASSETS FREE AND CLEAR OF LIENS, CLAIMS, RIGHTS, ENCUMBRANCES, AND OTHER INTERESTS, (II) THE ASSUMPTION AND ASSIGNMENT OF CERTAIN EXECUTORY CONTRACTS AND UNEXPIRED LEASES, AND (III) RELATED RELIEF WP Glimcher Inc. ( WP Glimcher ), as managing agent for certain real property in which the Debtors lease retail space (the WP Glimcher Landlord ), CP Pembroke Pines, LLC ( CP Pembroke Pines ), and Macy s West Stores, Inc. ( Macy s West and together with WP Glimcher and CP Pembroke Pines, collectively the Landlords ), by their undersigned counsel, hereby join in (this Joinder ) to the Objection of AGC Pacific Coast Plaza LLC, ARC TSKCYMO001, LLC, ARC CLORLFL001, LLC, Brixmor Property Group, Inc., C.E. John Company, Inc. Centennial Real Estate Company, LLC, CenterCal Properties, Inc. Deutsche Asset & Wealth Management, Disanto Priest & Co., Durango Mall LLC, Edens, Federal Realty Investment Trust, Foursquare Properties, Inc. Hanson Industries, Inc., Lipex Properties, L.P., Mansfield Investments, Inc., Metropolitan Life Insurance Company, MO Gold River, LLC, Rice Lake Square LP, Rite Aid Corporation, Sphear Investments, LLC, Starwood Retail Partners LLC, Sweetbriar Authority LLC, The Macerich Company, The Prudential Insurance Company Of America, UBS Realty Investors LLC, UCR Asset Services, West Valley Properties, Inc., WMJK, Ltd. and YTC Mall Owner LLC to 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 (A) An Order (I) Approving Bid Procedures in Connection with the Sale of Substantially All of the Debtors Assets, (II) Scheduling an Auction for and Hearing to Approve Sale of Assets, (III) Approving Notice of Respective Date, Time and Place for Auction and for Hearing on Approval of 2

3 Case MFW Doc 1883 Filed 05/13/16 Page 3 of 6 Sale, (Iv) Approving Procedures for the Assumption and Assignment of Certain Executory Contracts and Unexpired Leases, (V) Approving Form and Manner of Notice Thereof, And (VI) Granting Related Relief; And (B) An Order Authorizing and Approving (I) The Sale pf Substantially all of the Debtors Assets Free and Clear of Liens, Claims, Rights, Encumbrances, and Other Interests, (II) The Assumption and Assignment of Certain Executory Contracts and Unexpired Leases, and (III) Related Relief (Docket No. 1869) (the Objection ). In support of this Joinder, the Landlords respectfully state: BACKGROUND 1. The Landlords are the owners or agents for the owners of certain properties (the Premises ) in which Debtors operate or previously operated retail stores pursuant to written leases (the Leases, and each a Lease ) which are affected by the relief sought in the Motion. All of the Landlords premises are premises located in shopping centers, as that term is used in 11 U.S.C. 365(b)(3). See In re: Joshua Slocum, Ltd., 922 F.2d 1081 (3d Cir. 1990). 2. Each of the Debtors filed voluntary petitions for relief under chapter 11 of title 11 of the United States Code (the Bankruptcy Code ) in the United States Bankruptcy Court for the District of Delaware (the Court ) on or about March 2, 2016 (the Petition Date ). Since the Petition Date, Debtors have been operating and managing their businesses as debtorsin-possession pursuant to 11 U.S.C. 1107(a) and The Official Committee of Unsecured Creditors (the Committee ) was appointed on March 10, [D.I. 262]. 3. On the Petition Date, the Debtors also filed the Motion, seeking, inter alia, a sale of all or substantially all of the Debtors assets or any portion thereof through an auction 3

4 Case MFW Doc 1883 Filed 05/13/16 Page 4 of 6 process, including certain Store Closing assets, as well as Debtors non-residential real property leases related thereto (the Sale ). On April 14, 2016, the Court entered an order approving certain procedures (the Bidding Procedures ) in connection with the Sale (the Bid Procedures Order ) [D.I. 1186]. 4. On April 15, 2016, Debtors filed their Notice of Possible Assumption and Assignment of Certain Executory Contracts and Unexpired Leases in connection with the Sale, setting forth, inter alia, the non-residential real property leases which may be subject to potential assumption and assignment, as well as the Debtors proposed cure amounts related thereto (the Cure Notice ) [D.I. 1210]. 5. On May 6, 2016, the Debtors filed a Notice of Filing Proposed (I) Sale Orders, (II) Form of Asset Purchase Agreement, and (III) Form of Assumption and Assignment Agreement, which included, consistent with the Bidding Procedures, a proposed form of order approving the Main Sale, a proposed form of asset purchase agreement, a proposed form of assumption and assignment agreement, and a proposed form of Closing Store Lease Sale Order (collectively, the Proposed Sale Orders ) [D.I. 1752]. 6. The Closing Store Lease Auction was adjourned from May 4, 2016 to May 16, 2016, to commence prior to the commencement of the Main Sale Auction. 7. In addition, the Debtors have modified the Bidding Procedures without Court approval to include smaller bids, which was specifically bifurcated out of the going concern bids that were discussed at the bid procedures hearing and included in the Bid Procedures Order. To the extent the Debtors move forward with an auction for smaller groups of non-sporting goods assets or Leases, no hearing on those sales should go forward at the Sale 4

5 Case MFW Doc 1883 Filed 05/13/16 Page 5 of 6 Hearing. These smaller or individual sales were specifically excluded from this sale process, and any objection and sale hearing for such sales cannot go forward at this time. From a practical standpoint, as discussed at the bid procedures hearing, these stores will only be rejected after a store closing sale process of days, so there is no reason for any expedited approval of such bids. 8. As of the filing of this objection no successful bidder and/or assignee has been identified for the Debtors assets, including the Leases, and the Landlords have only received adequate assurance information in connection with a few of their Leases to date. JOINDER 9. The Landlords hereby join in the Objection and other objections filed by the Debtors landlords, to the extent that they are not inconsistent with this Joinder. RESERVATION OF RIGHTS 10. The Landlords reserve any and all rights to supplement and/or amend this Joinder and expressly reserves the right to raise any additional objections, including but not limited to: (i) any additional objections with respect to the potential assumption and assignment of the Leases, on any and all grounds under section 365 of the Bankruptcy Code or as otherwise may be available to the Landlords; and/or (ii) any and all other objections with respect to such relief that may subsequently be sought by the Debtors and/or any other party, as such requested relief relates to the Leases and/or the interests of the Landlords. [Remainder of page intentionally left blank.] 5

6 Case MFW Doc 1883 Filed 05/13/16 Page 6 of 6 Dated: May 13, 2016 Wilmington, Delaware Respectfully submitted, /s/ Leslie C. Heilman Leslie C. Heilman, Esquire (No. 4716) BALLARD SPAHR LLP 919 N. Market Street, 11th Floor Wilmington, DE Telephone: (302) Facsimile: (302) heilmanl@ballardspahr.com -and- Ronald E. Gold, Esq. Ohio Bar No FROST BROWN TODD LLC 3300 Great American Tower 301 East Fourth Street Cincinnati, Ohio Telephone: (513) Facsimile: (513) rgold@fbtlaw.com COUNSEL FOR WP GLIMCHER INC., MACY S WEST STORES, INC., AND CP PEMBROKE PINES, LLC 6

7 Case MFW Doc Filed 05/13/16 Page 1 of 3 CERTIFICATE OF SERVICE Leslie C. Heilman, Esquire hereby certifies that on this 13th day of May, 2016, a true and correct copy of the foregoing Joinder of WP Glimcher Inc., Macy s West Stores, Inc., and CP Pembroke Pines LLC to Objection of AGC Pacific Coast Plaza LLC, ARC TSKCYMO001, LLC, ARC CLORLFL001, LLC, Brixmor Property Group, C.E. John Company, Inc., Centennial Real Estate Company, LLC, CenterCal Properties, Inc., Deutsche Asset & Wealth Management, DiSanto Priest & Co., as the Owner Trustee of The Miami International Grantor Trust and as the Owner Trustee of The Biscayne Grantor Trust, Durango Mall LLC, EDENS, Federal Realty Investment Trust, Foursquare Properties, Inc., Hanson Industries, Inc., Lipex Properties, L.P., Mansfield Investments, Inc., Metropolitan Life Insurance Company, MO Gold River, LLC, Rice Lake Square LP, Rite Aid Corporation, Sphear Investments, LLC, Starwood Retail Partners LLC, Sweetbriar Authority LLC, The Macerich Company, The Prudential Insurance Company of America, UBS Realty Investors LLC, UCR Asset Services, West Valley Properties, Inc., WMJK, Ltd., and YTC Mall Owner LLC to 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 (A) an Order (I) Approving Bid Procedures in Connection with the Sale of Substantially All of the Debtors' Assets, (II) Scheduling an Auction for and Hearing to Approve Sale of Assets, (III) Approving Notice of Respective Date, Time and Place for Auction and for Hearing on Approval of Sale, (IV) Approving Procedures for the Assumption and Assignment of Certain Executory Contracts and Unexpired Leases, (V) Approving Form and Manner of Notice Thereof, and (VI) Granting Related Relief; and (B) an Order Authorizing and Approving (I) the Sale of Substantially All of the Debtors' Assets Free 7

8 Case MFW Doc Filed 05/13/16 Page 2 of 3 and Clear of Liens, Claims, Rights, Encumbrances, and Other Interests, (II) the Assumption and Assignment of Certain Executory Contracts and Unexpired Leases, and (III) Related Relief was served upon the addressees listed on the attached service list in the manner indicated. Dated: May 13, 2016 Wilmington, Delaware /s/ Leslie C. Heilman Leslie C. Heilman (DE No. 4716) BALLARD SPAHR LLP 8

9 Case MFW Doc Filed 05/13/16 Page 3 of 3 SERVICE LIST Via Hand Delivery: Michael R. Nestor, Esq. Andrew L. Magaziner, Esq. Young Conaway Stargatt & Taylor, LLP Rodney Square, l 000 North King Street Wilmington, Delaware Counsel for the Debtors Bradford J. Sandler, Esq. Pachulski Stang Ziehl & Jones LLP 919 N. Market Street, l 7th Floor Wilmington, DE Counsel to the Official Committee of Unsecured Creditors Office of the United States Trustee Attn: Hannah McCollum, Esq. 844 King Street, Suite 2207 Lockbox 35 Wilmington, Delaware Via First Class U.S. Mail: Robert A. Klyman, Esq. Matthew J. Williams, Esq. Gibson, Dunn & Crutcher LLP 333 South Grand Avenue Los Angeles, California Counsel for the Debtors Robert J. Feinstein, Esq. Pachulski Stang Ziehl &Jones LLP 780 Third Avenue, 36t" Floor New York, NY Counsel to the Official Committee of Unsecured Creditors Jeffery N. Pomerantz, Esq. Pachulski Stang Ziehl & Jones LLP Santa Monica Boulevard, 13 th Floor Los Angeles, CA Counsel to the Official Committee of Unsecured Creditors Donald E. Rothman, Esq. Riemer & Braunstein LLP Three Center Plaza Boston, Massachusetts Counsel for Bank of America, N.A., in its capacity as (A) DIP Agent under the proposed Debtor-in- Possession Credit Agreement, and (B) Administrative Agent and Collateral Agent under the Second Amended and Restated Credit Agreement, dated as of May 17, 2012 Robert J. Stark, Esq. Bennett S. Silverberg, Esq. Brown Rudnick LLP Seven Times Square New York, NY Counsel for (A) 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 (B) 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 Kevin J. Simard, Esq. Choate, Hall & Stewart LLP Two International Place Boston, Massachusetts Counsel for 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 John J. Rapisardi, Esq. O Melveny & Meyers LLP 7 Times Square, Broadway New York, NY 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