Case MFW Doc 223 Filed 03/08/16 Page 1 of 23 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

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1 Case MFW Doc 223 Filed 03/08/16 Page 1 of 23 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) Local Rule Waiver Requested Hearing Date: March 29, 2016 at 1:00 p.m. (ET) Objection Deadline: March 22, 2016 at 4:00 p.m. (ET) DEBTORS APPLICATION FOR ORDER (I) AUTHORIZING THE RETENTION AND EMPLOYMENT OF ROTHSCHILD INC. AS INVESTMENT BANKER TO THE DEBTORS, NUNC PRO TUNC TO THE PETITION DATE AND (II) WAIVING CERTAIN INFORMATION REQUIREMENTS OF LOCAL RULE Sports Authority Holdings, Inc. ( Sports Authority ) and its affiliated debtors and debtors in possession in the above-captioned chapter 11 cases (collectively, the Debtors ) hereby submit this application (this Application ) for entry of an order (the Order ), substantially in the form annexed hereto as Exhibit A, pursuant to sections 105(a), 327(a), 328(a) and 1107(b) of title 11 of the United States Code (the Bankruptcy Code ), Rules 2014 and 2016 of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules ) and Rules and of the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of Delaware (the Local Rules ), (i) authorizing the Debtors to retain and employ Rothschild Inc. ( Rothschild ) as investment banker to the Debtors, effective as of March 2, 2016, the date the Debtors filed their chapter 11 petitions (the Petition Date ) and commenced these chapter 11 cases (the Chapter 11 Cases ) on the terms and conditions set forth herein and 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

2 Case MFW Doc 223 Filed 03/08/16 Page 2 of 23 in that engagement letter agreement by and between Rothschild and Sports Authority, dated November 12, 2015 (the Engagement Letter ), a copy of which is annexed to the Order as Exhibit 1, 2 and (ii) waiving certain information requirements of Local Rule In support of this Application, the Debtors submit the Declaration of Neil A. Augustine in Support of Debtors Application for Order Authorizing the Retention and Employment of Rothschild as Investment Banker to the Debtors, Nunc Pro Tunc to the Petition Date (the Augustine Declaration ) annexed hereto as Exhibit B. In further support of this Application, the Debtors respectfully represent as follows: JURISDICTION AND VENUE 1. The Court has jurisdiction over this matter pursuant to 28 U.S.C. 157 and 1334(b), 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 pursuant to 28 U.S.C. 157(b), and pursuant to Local Rule (f), the Debtors consent to the entry of a final order by the Court in connection with this Application to the extent that it is later determined that the Court, absent consent of the parties, cannot enter final orders or judgments in connection herewith consistent with Article III of the United States Constitution. Venue is proper before this Court pursuant to 28 U.S.C and The statutory and legal predicates for the relief requested herein are sections 105, 363, 364, 503, 1107, and 1108 of the Bankruptcy Code, and Bankruptcy Rules 6003 and 6004). 2 01: Each capitalized term used, but not otherwise defined, herein shall have the meaning ascribed to such term in the Engagement Letter. 2

3 Case MFW Doc 223 Filed 03/08/16 Page 3 of 23 BACKGROUND 3. On the Petition Date, each of the Debtors commenced a voluntary case under chapter 11 of the Bankruptcy Code. 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 3, 2016, the Court entered an order [Docket No. 123] authorizing the joint administration of the Chapter 11 Cases pursuant to Bankruptcy Rule 1015(b) and Local Rule No trustee, examiner, or official committee of unsecured creditors has been appointed in the Chapter 11 Cases. 5. Information regarding the Debtors history, business operations, capital structure and primary secured indebtedness, and the events leading up to the commencement of the 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] filed in connection with the filing of the Chapter 11 Cases (the First Day Declaration ). 6. The Debtors request that the terms of this Application, as well as the terms of the order requested by this Application and entered pursuant hereto, shall apply to any and all affiliates of the Debtors that have not yet filed a voluntary petition for relief under chapter 11 of the Bankruptcy Code as of the Petition Date, but which subsequently shall file such a petition during the pendency of the Chapter 11 Cases. BASIS FOR RELIEF REQUESTED A. Rothschild s Qualifications 7. The Debtors seek to retain Rothschild as their investment banker because, among other things, Rothschild has extensive experience and an excellent reputation in providing highquality investment banking services to debtors in bankruptcy reorganizations and other 01:

4 Case MFW Doc 223 Filed 03/08/16 Page 4 of 23 restructurings. In addition, as described more fully in this Application and in the Augustine Declaration, Rothschild has a substantial understanding of the Debtors business from having advised the Debtors on strategic alternatives since on or about November 12, Rothschild is a member of one of the world s leading independent investment banking groups, with more than fifty offices in more than forty countries. Rothschild has expertise in domestic and cross-border restructurings, mergers and acquisitions, new capital raises and other financial advisory and investment banking services, and particular experience in providing high-quality financial advice to financially troubled companies. Rothschild is an experienced bankruptcy and restructuring advisor to debtors in a variety of industries. Rothschild is highly qualified to advise on strategic alternatives and its professionals have extensive experience in deals involving complex financial and operational restructurings. Moreover, Rothschild is a member of the Financial Industry Regulatory Authority and the Securities Investor Protection Corporation. 9. Rothschild and its professionals have extensive experience working with financially troubled companies from a variety of industries in complex financial restructurings, both out of court and in chapter 11 cases. Rothschild s business reorganization professionals have served as financial and strategic advisors in numerous retail restructurings, both in-and outof-court, including, among others: American Apparel, Blockbuster, Circuit City, Deb Shops, Filene s Basement, Footstar, Friedman s, Harry & David and Wet Seal. Rothschild s business reorganization professionals have also served as financial and strategic advisors in numerous cases, including, among others: In re Alpha Natural Res., Inc., Case No (KRH) (Bankr. E.D. Va. Aug. 4, 2015); In re Allen Sys. Grp., Inc., Case No (KJC) (Bankr. D. Del. Mar. 19, 2015); In re GT Advanced Techs., Inc., Case No (HJB) (Bankr. D. N.H. 01:

5 Case MFW Doc 223 Filed 03/08/16 Page 5 of 23 Oct. 30, 2014); In re NII Holdings, Inc., Case No (SCC) (Bankr. S.D.N.Y. Oct. 22, 2014); In re Autoseis, Inc. (Global Geophysical), Case No (RSS) (Bankr. S.D. Tex. Apr. 25, 2014); In re Physiotherapy Holdings, Inc., Case No (KG) (Bankr. D. Del. Dec. 17, 2013); In re Metro Affiliates, Inc. (Atlantic Express), Case No (SHL) (Bankr. S.D.N.Y. Dec. 4, 2013); In re Geokinetics Inc., Case No (KJC) (Bankr. D. Del. Apr. 2, 2013); In re LCI Holding Co., Inc., Case No (KG) (Bankr. D. Del. Jan. 10, 2013); In re First Place Fin. Corp., Case No (Bankr. D. Del. Dec. 12, 2012); In re Allied Sys. Holdings, Inc., Case No (CSS) (Bankr. D. Del. Oct. 16, 2012); In re Arcapita Bank B.S.C.(c), Case No (SHL) (Bankr. S.D.N.Y. July 9, 2012); In re Global Aviation Holdings Inc., Case No (CEC) (Bankr. E.D.N.Y. Mar. 22, 2012); In re AMR Corp., Case No (SHL) (Bankr. S.D.N.Y. Mar. 2, 2012); In re Filene s Basement, LLC, Case No (KJC) (Bankr. D. Del. Feb. 8, 2012); In re Coach Am Grp. Holdings Corp., Case No (KG) (Bankr. D. Del. Jan. 27, 2012); In re Nassau Broad. Partners, L.P., Case No (KG) (Bankr. D. Del. Nov. 21, 2011); In re Inner City Media Corp., Case No (SCC) (Bankr. S.D.N.Y. Nov. 18, 2011); In re Nebraska Book Co., Inc., Case No (PJW) (Bankr. D. Del. Aug. 10, 2011); In re DSI Holdings, Inc., Case No (KJC) (Bankr. D. Del. July 19, 2011); In re Sbarro, Inc., Case No (SCC) (Bankr. S.D.N.Y. May 4, 2011); In re Harry & David Holdings, Inc., Case No (MFW) (Bankr. D. Del. Apr. 27, 2011); In re Blockbuster Inc., Case No (BRL) (Bankr. S.D.N.Y. Nov. 2, 2010); In re Neenah Enterprises Inc., Case No (MFW) (Bankr. D. Del. Mar. 8, 2010); In re Penton Bus. Media Holdings, Inc., Case No (AJG) (Bankr. S.D.N.Y. Mar. 5, 2010); In re Affiliated Media Inc., Case No (KJC) (Bankr. D. Del. Mar. 3, 2010); In re Trident Res. Corp., Case No (MFW) (Bankr. D. Del. Jan. 28, 2010); In re 01:

6 Case MFW Doc 223 Filed 03/08/16 Page 6 of 23 FairPoint Commc ns, Inc., Case No (BRL) (Bankr. S.D.N.Y. Jan. 11, 2010); In re MIG, Inc., Case No (KG) (Bankr. D. Del. Sept. 4, 2009); In re Sea Launch Co., LLC, Case No (BLS) (Bankr. D. Del. Aug. 20, 2009); In re Visteon Corp., Case No (CSS) (Bankr. D. Del. July 1, 2009); In re Sun-Times Media Grp., Inc., Case No (CSS) (Bankr. D. Del. May 12, 2009); In re Tronox Inc., Case No (ALG) (Bankr. S.D.N.Y. Jan. 12, 2009); In re PPI Holdings, Inc., Case No (KG) (Bankr. D. Del. Feb. 4, 2009); In re Recycled Paper Greetings Inc., Case No (KG) (Bankr. D. Del. Jan. 23, 2009); In re Milacron Inc., Case No (JVA) (Bankr. S.D. Ohio Apr. 6, 2009); In re Circuit City Stores, Inc., Case No (KRH) (Bankr. E.D. Va. Jan. 9, 2009); In re VeraSun Energy Corp., Case No (BLS) (Bankr. D. Del. Jan. 6, 2009); In re Motor Coach Indus. Int l, Inc., Case No (BLS) (Bankr. D. Del. Oct. 17, 2008); In re BHM Techs. Holdings, Case No (SWD) (Bankr. W.D. Mich. July 25, 2008); In re Hilex Poly Co. LLC, Case No (KJC) (Bankr. D. Del. May 30, 2008); In re Werner Holding Co. (DE), Inc., Case No (KJC) (Bankr. D. Del. Aug. 14, 2006) In re Delphi Corp., Case No (RDD) (Bankr. S.D.N.Y. Nov. 30, 2005); In re Nw. Airlines Corp., Case No (ALG) (Bankr. S.D.N.Y. Sept. 14, 2005); In re AAI Pharma Inc., Case No (PJW) (Bankr. D. Del. June 8, 2005); In re Solutia Inc., Case No (PCB) (Bankr. S.D.N.Y. May 14, 2004); In re Int l Wire, Case No (BRL) (Bankr. S.D.N.Y. July 1, 2004); In re New World Pasta Co., Case No (MDF) (Bankr. M.D. Pa. June 18, 2004); In re James River Coal Co., Case No (MFH) (Bankr. M.D. Tenn. May 23, 2003); In re Superior TeleCom Inc., Case No (KJC) (Bankr. D. Del. Apr. 10, 2003); In re WestPoint Stevens, Inc., Case No (RDD) (Bankr. S.D.N.Y. June 3, 2003); In re UAL Corp., Case No (ERW) (Bankr. N.D. Ill. Dec. 9, 2002); In re Viasystems Grp., 01:

7 Case MFW Doc 223 Filed 03/08/16 Page 7 of 23 Inc., Case No (ALG) (Bankr. S.D.N.Y. Nov. 21, 2002); In re Guilford Mills, Inc., Case No (BRL) (Bankr. S.D.N.Y. June 26, 2002). 10. In light of the size and complexity of the Chapter 11 Cases, the resources, capabilities and experience of Rothschild in advising the Debtors are crucial to the success of the Debtors chapter 11 strategies. An experienced investment banker, such as Rothschild, fulfills a critical need that complements the services offered by the Debtors other professionals. For these reasons, the Debtors require the services of a capable and experienced investment banker such as Rothschild. 11. Since its retention on or about November 12, 2015,, Rothschild has provided extensive services in connection with the Debtors strategic alternatives process, including: (i) familiarizing itself with the assets and operations of the Debtors; (ii) analyzing the Debtors liquidity and cash flow projections; (iii) examining and seeking to implement various potential strategic and financing alternatives; (iv) leading a process to explore a sale of the Debtors assets; (v) negotiating with key creditor constituencies, including the Debtors secured and unsecured creditors (principally holders of mezzanine debt); (vi) assisting the Debtors in evaluating financing options; (vii) assisting the Debtors in evaluating the need for, and identifying sources of, potential debtor in possession financing; and (viii) providing additional financial advice and investment banking services in preparation for the filing of the Chapter 11 Cases. In providing these and other professional services to the Debtors, Rothschild has acquired significant knowledge of the Debtors and their business and is intimately familiar with the Debtors financial affairs, debt and capital structure, business operations, key stakeholders, financing documents and other related material information. In providing these services to the Debtors, Rothschild has worked closely with the Debtors senior management and their other 01:

8 Case MFW Doc 223 Filed 03/08/16 Page 8 of 23 advisors and has familiarity with the other major stakeholders that will be involved in the Chapter 11 Cases. Accordingly, Rothschild is both well-qualified and uniquely able to effectively represent the Debtors in the Chapter 11 Cases. B. Services to be Provided by Rothschild 12. The parties have entered into the Engagement Letter, which governs the relationship between the Debtors and Rothschild. The terms and conditions of the Engagement Letter were negotiated between the Debtors and Rothschild and reflect the parties mutual agreement as to the substantial efforts that will be required in this engagement. Under the Engagement Letter, in consideration for the compensation contemplated thereby, Rothschild has provided and has agreed to provide, whether pursuant to a Transaction or any series or combination of Transactions, the following services as reasonably requested by the Debtors: 3 (a) (b) (c) (d) (e) (f) (g) Review and analyze the Company s assets and the operating and financial strategies of the Company; Review and analyze the business plans and financial projections prepared by the Company including, but not limited to, testing assumptions and comparing those assumptions to historical Company and industry trends; Evaluate the Company s debt capacity in light of its projected cash flows and assist in the determination of an appropriate capital structure for the Company; Evaluate the Company s liquidity, including financing alternatives; Determine a range of values for the Company and any securities that the Company offers or proposes to offer in connection with a Transaction; Identify and/or initiate potential Transactions, M&A Transactions and/or New Capital Raises, as appropriate; Assist the Company in raising debt or equity financing, including developing marketing materials, creating and maintaining a data room and 3 01: The summaries of the Engagement Letter contained in this Application are provided for purposes of convenience only. In the event of any inconsistency between the summaries contained herein and the terms and provisions of the Engagement Letter, the terms of the Engagement Letter shall control. 8

9 Case MFW Doc 223 Filed 03/08/16 Page 9 of 23 contact log, initiating contact with potential capital providers and running the process for a New Capital Raise; (h) (i) (j) (k) (l) (m) (n) (o) Assist the Company in M&A Transaction related activities, including developing marketing materials, creating and maintaining a data room and contact log and initiating and managing contact with interested buyers throughout the process; Assist the Company in planning for dialogue and negotiations with creditors for a potential Transaction, including with respect to the creditor due diligence process and negotiations with the various creditor constituencies; Assist the Company and its other professionals in reviewing the terms of any proposed Transaction, M&A Transaction and/or New Capital Raise (whether proposed by the Company or by a third party), in responding thereto and, if directed, in evaluating alternative proposals for a Transaction, M&A Transaction and/or New Capital Raise, as applicable; Advise the Company on the risks and benefits of considering a Transaction with respect to the Company s intermediate and long-term business prospects and strategic alternatives to maximize the business enterprise value of the Company; Assist or participate in negotiations with the parties in interest, including, without limitation, any current or prospective creditors of, holders of equity in, or claimants against the Company and/or their respective representatives in connection with a Transaction; Advise the Company with respect to, and attend, meetings of the Company s Board of Directors, creditor groups, official constituencies and other interested parties, as reasonably requested; Participate in hearings and trials before the Court and provide relevant testimony (at hearings, trial and depositions) with respect to the matters described in this Application and the Engagement Letter and issues arising in connection with any proposed Plan, and attend any depositions and assist counsel in the preparation with respect to any of the foregoing; and Render such other financial advisory or investment banking services as may be agreed upon by Rothschild and the Company. 13. The services that Rothschild will provide to the Debtors are necessary to enable the Debtors to maximize the value of their estates. The Debtors believe that the services will not duplicate the services that other professionals will be providing to the Debtors in the Chapter 11 01:

10 Case MFW Doc 223 Filed 03/08/16 Page 10 of 23 Cases. Specifically, Rothschild will carry out unique functions and will use reasonable efforts to coordinate with the Debtors other retained professionals to avoid the unnecessary duplication of services. C. Professional Compensation and Fee Applications 14. In consideration of the services to be provided by Rothschild, and as more fully described in the Engagement Letter, subject to Court approval, the Debtors have agreed to pay Rothschild the proposed compensation set forth in the Engagement Letter (the Fee and Expense Structure ): 4 (a) (b) (c) (d) Monthly Fee: $150,000 per month; Completion Fee: $4,750,000 upon the earlier of (i) the confirmation and effectiveness of a Plan and (ii) the closing of a Transaction; M&A Fee: Upon the closing of an M&A Transaction, (i) 0.75% of the Aggregate Consideration up to Aggregate Consideration of $700 million, plus (ii) 2.0% of the Aggregate Consideration greater than $700 million and up to $900 million, plus (iii) 3.0% of the Aggregate Consideration greater than $900 million; New Capital Fee: (i) (ii) (iii) 1.0% of the face amount of any senior secured or junior secured debt raised (including, without limitation, any debtor-in-possession financing raised); 2.0% of the face amount of any unsecured debt raised; and 3.5% of any equity capital or capital convertible into equity or hybrid capital raised, including, without limitation, equity underlying any warrants, purchase rights or similar contingent equity securities (each, a New Capital Raise ); provided that (A) the New Capital Fee shall not be payable to the extent new capital is raised from Leonard Green & Partners, L.P. 5 or its affiliates and (B) the New Capital Fee shall be reduced by 50% with respect to any new capital raised from existing creditors of the Debtors (or such creditors affiliates) (the reduction 4 01: This summary is presented for convenience purposes only. The terms set forth in the Engagement Letter are controlling in all respects. 5 Leonard Green & Partners, L.P. and its affiliates are significant shareholders of the Debtors. 10

11 Case MFW Doc 223 Filed 03/08/16 Page 11 of 23 in this clause (B), the New Capital Fee Reduction ). Up to $1.25 million of the New Capital Fee shall be payable upon the later of the (a) the closing of the transaction by which the new capital is committed and (b) entry of an order approving Rothschild s retention by the Debtors, with any remainder of the New Capital Fee to be paid upon entry of an order approving Rothschild s final fee application. For the avoidance of doubt, the term raised shall include the amount committed or otherwise made available to the Debtors whether or not such amount (or any portion thereof) is drawn down at closing or is ever drawn down and whether or not such amount (or any portion thereof) is used to refinance existing obligations of the Debtors; (e) (f) Credit: against the Completion Fee or M&A Fee (such credit to be applied only once and without duplication): (i) 50% of all Monthly Fees paid in excess of $500,000 and (ii) 50% of any paid New Capital Fee; provided that the New Capital Fee Credit shall not apply with respect to New Capital Fees paid for any new capital raised from existing parties who are creditors of the Company as of the time the new capital is committed (or from the affiliates of such parties) provided such transaction has benefited from the New Capital Fee Reduction; provided, further, that the sum of any New Capital Fee Credit and the Monthly Fee Credit shall not exceed the Completion Fee or M&A Fee, as applicable; and Expenses: the Debtors will reimburse Rothschild for reasonable expenses incurred in connection with the performance of its engagement and the enforcement of the Engagement Letter, including without limitation the reasonable fees, disbursements and other charges of Rothschild s counsel (without the requirement that the retention of such counsel be approved by the Bankruptcy Court). Reasonable expenses also include, without limitation, expenses incurred in connection with travel and lodging, data processing and communication charges, research and courier services. 01: D. The Fee and Expense Structure is Appropriate and Reasonable and Should Be Approved under Section 328(a) of the Bankruptcy Code 15. Rothschild and the Debtors believe that the Fee and Expense Structure is both reasonable and market-based. To induce Rothschild to work with the Debtors, the Fee and Expense Structure was established to reflect the difficulty of the extensive assignments Rothschild has undertaken and expects to undertake and to account for the potential for an unfavorable outcome resulting from factors outside of Rothschild s control. 16. Rothschild s retail industry, strategic and financial expertise as well as its capital markets knowledge, financing skills, restructuring capabilities and mergers and acquisitions 11

12 Case MFW Doc 223 Filed 03/08/16 Page 12 of 23 expertise, some or all of which may be required by the Debtors during the term of Rothschild s engagement, were important factors in determining the Fee and Expense Structure, and the ultimate benefit to the Debtors of Rothschild s services cannot be measured by reference to the number of hours to be expended by Rothschild s professionals in the performance of such services. 17. The Debtors submit that Rothschild has obtained valuable institutional knowledge of the Debtors business and financial affairs as a result of providing services to the Debtors prior to the Petition Date and that Rothschild is both well-qualified and uniquely able to perform these services and assist the Debtors in the Chapter 11 Cases. Moreover, the Debtors believe that Rothschild s services will assist the Debtors in achieving a successful outcome with respect to the Chapter 11 Cases. 18. The Debtors believe that the Fee and Expense Structure is comparable to compensation generally charged by investment bankers of similar stature to Rothschild for comparable engagements, both in and out of bankruptcy proceedings, and reflects a balance between a fixed, monthly fee and a contingency amount, which are tied to the consummation and closing of the transactions and services contemplated by the Debtors and Rothschild in the Engagement Letter. 19. The Fee and Expense Structure is consistent with Rothschild s normal and customary billing practices for comparably sized and complex cases and transactions, both inand out-of-court, involving the services to be provided in connection with the Chapter 11 Cases. Moreover, the Fee and Expense Structure is consistent with and typical of arrangements entered into by Rothschild and other investment banks in connection with the rendering of comparable services to clients such as the Debtors. 01:

13 Case MFW Doc 223 Filed 03/08/16 Page 13 of In addition, the Fee and Expense Structure was agreed upon by the parties on an arm s-length basis in anticipation that a substantial commitment of professional time and effort would be required of Rothschild and its professionals, that such commitment may foreclose other opportunities for Rothschild and that the actual time and commitment required of Rothschild and its professionals to perform its services may vary substantially from week to week and month to month. 21. The Debtors and Rothschild negotiated the Fee and Expense Structure to function as an interrelated, integrated unit, in correspondence with Rothschild s services, which Rothschild renders not in parts, but as a whole. It would be contrary to the intention of Rothschild and the Debtors for any isolated component of the entire Fee and Expense Structure to be treated as sufficient consideration for any isolated portion of Rothschild s services. Instead, the Debtors and Rothschild intend that Rothschild s services be considered as a whole that is to be compensated by the Fee and Expense Structure in its entirety. 22. In light of the foregoing, and given the numerous issues that Rothschild may be required to address during the performance of its services contemplated by the Engagement Letter, Rothschild s commitment to the variable level of time and effort necessary to address all such issues as they arise and the market prices for Rothschild s services for engagements of this nature both out-of-court and in a chapter 11 context, the Debtors believe that the Fee and Expense Structure is fair and reasonable and market-based under the standards set forth in section 328(a) of the Bankruptcy Code. 23. Accordingly, as more fully described below, the Debtors believe that the Court should approve Rothschild s retention subject to the standard of review set forth in section 328(a) of the Bankruptcy Code and that, except as otherwise provided in the Order, Rothschild s 01:

14 Case MFW Doc 223 Filed 03/08/16 Page 14 of 23 01: compensation should not be subject to any additional standard of review under section 330 of the Bankruptcy Code. As set forth in the Augustine Declaration, Rothschild has not shared or agreed to share any of its compensation from the Debtors with any other person, other than as permitted by section 504 of the Bankruptcy Code. E. Record Keeping and Applications for Compensation 24. It is not the general practice of investment banking firms, including Rothschild, to keep detailed time records similar to those customarily kept by attorneys and required by Local Rule (d). Rothschild does not ordinarily maintain contemporaneous time records in tenthhour (0.10) increments or provide or conform to a schedule of hourly rates for its professionals, and therefore, pursuant to Local Rule (h), Rothschild is seeking to be excused from compliance with such information requirements set forth in Local Rule (d) with respect to Rothschild s professional fees only. Rothschild requests authority to maintain time records in half-hour (0.50) increments, not decimal hours, setting forth, in a summary format, a description of the services rendered by each professional and the amount of time spent on each date by each such individual in rendering services on behalf of the Debtors. 25. Rothschild will also maintain detailed records of any actual and necessary costs and expenses incurred in connection with the aforementioned services. Rothschild s applications for compensation and expenses will be paid by the Debtors pursuant to the terms of the Engagement Letter, in accordance with Local Rule (e) and any procedures established by the Court, pursuant to an interim compensation order or otherwise. F. Payments to Rothschild Prior to the Petition Date 26. In connection with the Engagement Letter, the Debtors are required to pay Rothschild certain monthly and other fees. During the 90 days immediately preceding the Petition Date, in connection with Rothschild s current engagement under the Engagement 14

15 Case MFW Doc 223 Filed 03/08/16 Page 15 of 23 Letter, Rothschild received fee payments totaling $619, and expense reimbursement payments totaling $158,374.30, which includes $100, paid on account of anticipated expenses (it being understood that if actual expenses are determined to be lower than $100,000.00, any excess amount shall be credited against future fees and expenses payable under the Engagement Letter). Rothschild did not receive any other payments from the Debtors during the 90 days immediately preceding the Petition Date. 27. Within one year prior to the Petition Date, the Debtors paid Rothschild $869, in fees and $158, in expense reimbursements, which includes the expense reimbursement reserve described in the immediately preceding paragraph. 28. As of the Petition Date, the Debtors did not owe Rothschild for any fees or expenses incurred prior to the Petition Date. G. Indemnification Provisions 29. Pursuant to Exhibit A to the Engagement Letter, the Debtors have agreed, among other things, to indemnify, hold harmless and provide contribution and reimbursement to Rothschild and its affiliates, counsel and other professional advisors and the respective directors, officers, controlling persons, agents and employees of each of the foregoing under certain circumstances The Debtors and Rothschild believe that the indemnification provisions contained in Exhibit A to the Engagement Letter are customary and reasonable for investment banking engagements, both in and out of court, and reflect the qualifications and limitations on 6 01: Exhibit A to the Engagement Letter provides, in part, that the Debtors will indemnify and hold harmless Rothschild and each Indemnified Party (as defined in the Engagement Letter) from and against any losses, claims or proceedings, directly or indirectly related to or arising out of Rothschild s engagement, except to the extent that any such loss, claim, damage, liability or expense is finally judicially determined to have resulted primarily from such Indemnified Party s gross negligence, willful misconduct or fraud. To the extent that the description in this Application and the terms of Exhibit A to the Engagement Letter are inconsistent, the terms of Exhibit A to the Engagement Letter shall control. 15

16 Case MFW Doc 223 Filed 03/08/16 Page 16 of 23 indemnification provisions that are customary in this district and other jurisdictions. See, e.g., In re Alpha Natural Res., Inc., Case No (KRH) (Bankr. E.D. Va. Aug. 4, 2015); In re Allen Sys. Grp., Inc., Case No (KJC) (Bankr. D. Del. Mar. 19, 2015); In re NII Holdings, Inc., Case No (SCC) (Bankr. S.D.N.Y. Oct. 22, 2014); In re Geokinetics Inc., Case. No (KJC) (Bankr. D. Del. Apr. 2, 2013); In re LCI Holding Co., Inc., Case No (KG) (Bankr. D. Del. Jan. 10, 2013); In re First Place Fin. Corp., Case No (Bankr. D. Del. Dec. 12, 2012); In re Allied Sys. Holdings, Inc., Case No (CSS) (Bankr. D. Del. Oct. 16, 2012); In re New Century TRS Holdings, Inc., Case No (KJC) (Bankr. D. Del. Apr. 26, 2007); In re Foamex Int l, Inc., Case No (PJW) (Bankr. D: Del. Oct. 17, 2005); In re Oakwood Homes Corp., Case No (PJW) (Bankr. D. Del. July 21, 2003); see also In re Penton Bus. Media Holdings, Inc., Case No (AJG) (Bankr. S.D.N.Y. Mar. 5, 2010); In re FairPoint Commc ns, Inc., Case No (BRL) (Bankr. S.D.N.Y. Jan. 11, 2010); In re Charter Commc ns, Inc., Case No (JMP) (Bankr. S.D.N.Y. Apr. 15, 2009); In re Movie Gallery, Inc., Case No (DOT) (Bankr. E.D. Va. Oct. 18, 2007); In re Calpine Corp., Case No (BRL) (Bankr. S.D.N.Y. May 2, 2006); In re Spiegel, Case No (CB) (Bankr. S.D.N.Y. Aug. 7, 2003); In re Acterna, Case No (BRL) (Bankr. S.D.N.Y. June 24, 2003). 31. The terms and conditions of the Engagement Letter were negotiated by the Debtors and Rothschild at arm s length and in good faith. The Debtors respectfully submit that the indemnification, contribution, exculpation, reimbursement and other provisions contained in Exhibit A to the Engagement Letter, viewed in conjunction with the other terms of Rothschild s proposed retention, are reasonable and in the best interests of the Debtors, their estates and creditors in light of the fact that the Debtors require Rothschild s services to successfully 01:

17 Case MFW Doc 223 Filed 03/08/16 Page 17 of 23 maximize value for all interested parties. Accordingly, as part of this Application, the Debtors request that the Court approve the Engagement Letter. AUTHORITY FOR THE RELIEF REQUESTED 32. The Debtors seek authority to employ and retain Rothschild as their investment banker under section 327 of the Bankruptcy Code, which provides that a debtor is authorized to employ professional persons that do not hold or represent an interest adverse to the estate, and that are disinterested persons, to represent or assist the [Debtors] in carrying out their duties under this title. 11 U.S.C. 327(a). Section 1107(b) of the Bankruptcy Code elaborates upon sections 101(14) and 327(a) of the Bankruptcy Code in cases under chapter 11 of the Bankruptcy Code and provides that a person is not disqualified for employment under section 327 of [the Bankruptcy Code] by a debtor in possession solely because of such person s retention by or representation of the debtor before the commencement of the case. 11 U.S.C. 1107(b). 33. In addition, the Debtors seek approval of the Engagement Letter (including, without limitation, the Fee and Expense Structure and the indemnification provisions in Exhibit A) pursuant to section 328(a) of the Bankruptcy Code, which provides, in relevant part, that the Debtors with the court s approval, may employ or authorize the employment of a professional person under section on any reasonable terms and conditions of employment, including on a retainer, on an hourly basis, on a fixed or percentage fee basis, or on a contingent fee basis U.S.C. 328(a). Section 328 of the Bankruptcy Code permits the compensation of professionals, including financial advisors and investment bankers, on more flexible terms that reflect the nature of their services and market conditions. As the United States Court of Appeals for the Fifth Circuit recognized in Donaldson Lufkin & Jenrett Sec. Corp. v. Nat l Gypsum Co. (In re Nat l Gypsum Co.), 123 F.3d 861 (5th Cir. 1997): 01:

18 Case MFW Doc 223 Filed 03/08/16 Page 18 of 23 Prior to 1978 the most able professionals were often unwilling to work for bankruptcy estates where their compensation would be subject to the uncertainties of what a judge thought the work was worth after it had been done. That uncertainty continues under the present 330 of the Bankruptcy Code, which provides that the court award to professional consultants reasonable compensation based on relevant factors of time and comparable costs, etc. Under present 328 the professional may avoid that uncertainty by obtaining court approval of compensation agreed to with the trustee (or debtor or committee). Id. at 862 (citations omitted), cited in Riker, Danzig, Scherer, Hyland & Perretti LLP v. Official Comm. of Unsecured Creditors (In re Smart World Techs. LLC), 383 B.R. 869, 874 (S.D.N.Y. 2008). Owing to this inherent uncertainty, courts have approved similar arrangements that contain reasonable terms and conditions under section 328 of the Bankruptcy Code. See, e.g., In re U.S. Airways, Inc., Case No (SJM) (Bankr. E.D. Va. Aug. 12, 2002); see also In re J.L. French Auto. Castings, Inc., Case No (MFW) (Bankr. D. Del. Mar. 24, 2006). 34. Furthermore, the Bankruptcy Abuse Prevention and Consumer Protection Act of 2005, Pub. L , 417, 119 Stat. 23, 108 (2005), amended section 328(a) of the Bankruptcy Code, which now provides as follows: The trustee, or a committee appointed under section 1102 of this title, with the court s approval, may employ or authorize the employment of a professional person under section 327 or 1103 of this title, as the case may be, on any reasonable terms and conditions of employment, including on a retainer, on an hourly basis, on a fixed or percentage fee basis, or on a contingent fee basis. 11 U.S.C. 328(a) (amendment emphasized). This amendment makes clear that the Debtors are able to retain a professional on a fixed or percentage fee basis, such as the Fee and Expense Structure, with bankruptcy court approval. 35. The Engagement Letter appropriately reflects (i) the nature and scope of services to be provided by Rothschild, (ii) Rothschild s substantial experience with respect to investment 01:

19 Case MFW Doc 223 Filed 03/08/16 Page 19 of 23 banking services and (iii) the fee structures typically utilized by Rothschild and other leading investment bankers that do not bill their clients on an hourly basis. 36. Similar fixed and contingency fee arrangements have been approved and implemented by courts, in this district and elsewhere, in other large chapter 11 cases. See, e.g., In re Alpha Natural Res., Inc., Case No (KRH) (Bankr. E.D. Va. Aug. 4, 2015); In re Allen Sys. Grp., Inc., Case No (KJC) (Bankr. D. Del. Mar. 19, 2015); In re NII Holdings, Inc., Case No (SCC) (Bankr. S.D.N.Y. Oct. 22, 2014); In re Geokinetics Inc., Case No (KJC) (Bankr. D. Del. Apr. 2, 2013); In re LCI Holding Co., Inc., Case No (KG) (Bankr. D. Del. Jan. 10, 2013); In re First Place Fin. Corp., Case No (Bankr. D. Del. Dec. 12, 2012); In re Filene s Basement, LLC, Case No (KJC) (Bankr. D. Del. Feb. 8, 2012); In re Nebraska Book Co., Case No (PJW) (Bankr. D. Del. Aug. 10, 2011); In re Visteon Corp., Case No (CSS) (Bankr. D. Del. July 1, 2009); In re GWLS Holdings, Inc., Case No (PJW) (Bankr. D. Del. Dec. 5, 2008); In re Greatwide Logistics Servs., Inc., No (PJW) (Bankr. D. Del. Oct. 20, 2008); In re Hines Horticulture, Inc., Case No (KJC) (Bankr. D. Del. Aug. 20, 2008); In re Mervyn s Holdings, LLC, Case No (KG) (Bankr. D. Del. July 29, 2008); In re Tropicana Entm t, LLC, Case No (KJC) (Bankr. D. Del. May 5, 2008); see also In re Penton Bus. Media Holdings, Inc., Case No (AJG) (Bankr. S.D.N.Y. Mar. 5, 2010); In re FairPoint Commc ns, Inc., Case No (BRL) (Bankr. S.D.N.Y. Jan. 11, 2010); In re Calpine Corp., Case No (BRL) (Bankr. S.D.N.Y. May 2, 2006); In re Tower Auto., Inc., Case No (ALG) (Bankr. S.D.N.Y. June 15, 2005); In re Spiegel, Case No (CB) (Bankr. S.D.N.Y. Aug. 7, 2003); In re NextWave Pers. Commc ns Inc., Case No (ASH) (Bankr. S.D.N.Y. Oct. 1, 2001); In re Casual Male Corp., Case No :

20 Case MFW Doc 223 Filed 03/08/16 Page 20 of 23 (REG) (Bankr. S.D.N.Y. July 20, 2001). Accordingly, the Debtors believe that Rothschild s retention on the terms and conditions proposed herein is appropriate. 37. Notwithstanding approval of the Engagement Letter under section 328(a) of the Bankruptcy Code, Rothschild will apply to the Court for allowance of compensation and reimbursement of expenses in accordance with the procedures set forth in the applicable provisions of the Bankruptcy Code, the Bankruptcy Rules and the Local Rules, as those procedures may be modified or supplemented by order of this Court. ROTHSCHILD S DISINTERESTEDNESS 38. To the best of the Debtors knowledge and except to the extent disclosed herein and in the Augustine Declaration: (i) Rothschild is a disinterested person within the meaning of section 101(14) of the Bankruptcy Code, as required by section 327(a) of the Bankruptcy Code and does not hold or represent an interest materially adverse to the Debtors estates; and (ii) Rothschild has no connection to the Debtors, their creditors or other parties in interest in the Chapter 11 Cases. 39. As set forth in further detail in the Augustine Declaration, Rothschild has certain connections with creditors and other parties in interest in the Chapter 11 Cases. All of these matters, however, are unrelated to the Chapter 11 Cases. The Debtors (based on the Augustine Declaration) and Rothschild do not believe that any of these matters represent an interest materially adverse to the Debtors estates or otherwise create a conflict of interest regarding the Debtors or the Chapter 11 Cases. 40. To the extent that any new relevant facts or relationships bearing on the matters described herein during the period of Rothschild s retention are discovered or arise, Rothschild 01:

21 Case MFW Doc 223 Filed 03/08/16 Page 21 of 23 will use reasonable efforts to file promptly a supplemental declaration, as required by Bankruptcy Rule 2014(a). REQUEST FOR APPROVAL OF RETENTION OF ROTHSCHILD NUNC PRO TUNC AS OF THE PETITION DATE 41. The Debtors request that Rothschild s retention be made effective as of the Petition Date, in order to allow Rothschild to be compensated for the work performed for the Debtors prior to the Court s consideration and approval of this Application. The Debtors submit that under the circumstances, and to avoid irreparable harm to the Debtors estates that may occur if Rothschild is not immediately retained, retroactive approval to the Petition Date is warranted. See, e.g., FIS Airlease II, Inc. v. Simon (In re FIS Airlease II, Inc.), 844 F.2d 99, 103 (3d Cir. 1988), cent. denied, 488 U.S. 852 (1988); In re Garden Ridge Corp., 326 B.R. 278, 281 (Bankr. D. Del. 2005); Indian River Homes, Inc. v. Sussex Trust Co., 108 B.R. 46, 51 (D. Del. 1989) (approval of debtor s employment of attorney and real estate agent as of a prior date was not an abuse of discretion). NOTICE 42. The Debtors have provided notice of this Application to: (a) the Office of the United States Trustee for the District of Delaware; (b) holders of the 50 largest unsecured claims on a consolidated basis against the Debtors; (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 proposed 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 01:

22 Case MFW Doc 223 Filed 03/08/16 Page 22 of 23 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 proposed 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; and (h) 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. 01:

23 Case MFW Doc 223 Filed 03/08/16 Page 23 of 23

24 Case MFW Doc Filed 03/08/16 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) Hearing Date: March 29, 2016 at 1:00 p.m. (ET) Objection Deadline: March 22, 2016 at 4:00 p.m. (ET) Local Rule Waiver Requested NOTICE OF APPLICATION TO: (A) THE OFFICE OF THE UNITED STATES TRUSTEE FOR THE DISTRICT OF DELAWARE; (B) HOLDERS OF THE 50 LARGEST UNSECURED CLAIMS ON A CONSOLIDATED BASIS AGAINST THE DEBTORS; (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 PROPOSED 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 PROPOSED 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 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

25 Case MFW Doc Filed 03/08/16 Page 2 of 3 SUBORDINATED NOTES DUE FEBRUARY 19, 2018 UNDER THE SECURITIES PURCHASE AGREEMENT, DATED AS OF MAY 3, 2006; AND (H) 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 Application for Order (I) Authorizing the Retention and Employment of Rothschild Inc. as Investment Banker to the Debtors, Nunc Pro Tunc to the Petition Date and (II) Waiving Certain Information Requirements of Local Rule (the Application ) 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 Application must be filed on or before March 22, 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 proposed 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 APPLICATION WILL BE HELD ON MARCH 29, 2016 AT 1:00 P.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 APPLICATION WITHOUT FURTHER NOTICE OR A HEARING. [Signature Page Follows] 01:

26 Case MFW Doc Filed 03/08/16 Page 3 of 3 Dated: March 8, 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 Proposed Counsel to the Debtors and Debtors in Possession 01:

27 Case MFW Doc Filed 03/08/16 Page 1 of 30 EXHIBIT A TO APPLICATION PROPOSED ORDER 01:

28 Case MFW Doc Filed 03/08/16 Page 2 of 30 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. ORDER (I) AUTHORIZING THE RETENTION AND EMPLOYMENT OF ROTHSCHILD INC. AS INVESTMENT BANKER TO THE DEBTORS, NUNC PRO TUNC TO THE PETITION DATE AND (II) WAIVING CERTAIN INFORMATION REQUIREMENTS OF LOCAL RULE Upon the Debtors Application for an Order (i) Authorizing the Retention and Employment of Rothschild Inc. as Investment Banker to the Debtors, Nunc Pro Tunc to the Petition Date and (ii) Waiving Certain Information Requirements of Local Rule (the Application ) 2 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. 157 and 1334(b) 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 for these cases and the Application 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 due and sufficient notice of the Application has been given under the particular circumstances and that no other or further notice of the Application need be given; and the Court having determined that it may enter a final order 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 : All capitalized terms used and not defined herein shall have the meanings ascribed to them in the Application.

29 Case MFW Doc Filed 03/08/16 Page 3 of 30 consistent with Article III of the United States Constitution; and upon consideration of the First Day Declaration and the Augustine Declaration; and the Court having concluded based on the foregoing that (a) Rothschild does not hold or represent an interest adverse to the Debtors estates and (b) Rothschild is a disinterested person as defined in section 101(14) of the Bankruptcy Code and as required by section 327(a) of the Bankruptcy Code; and the Court having found that the terms and conditions of Rothschild s employment in the Engagement Letter, including but not limited to the Fee and Expense Structure and Indemnification Provisions set forth in the Engagement Letter, are reasonable as required by section 328(a) of the Bankruptcy Code; and the Court having found that the relief requested in the Application is in the best interests of the Debtors estates, their creditors and other parties in interest; and this Court having reviewed the Application; and the Court having determined that the legal and factual bases set forth in the Application establish just cause for the relief granted herein; and any objections to the relief requested herein having been withdrawn or overruled on the merits; and that the legal and factual bases set forth in the Application establish just cause for the relief granted herein; and after due deliberation and sufficient cause appearing therefor, IT IS HEREBY ORDERED THAT: 1. The Application is GRANTED as set forth herein, nunc pro tunc to the Petition Date. 2. The Debtors are authorized, pursuant to sections 327 and 328(a) of the Bankruptcy Code, Bankruptcy Rule 2014 and Local Rule , to employ and retain Rothschild as their investment banker in accordance with the terms and conditions set forth in the Engagement Letter, effective nunc pro tunc to the Petition Date, and to pay fees and reimburse expenses to Rothschild on the terms and times specified in the Engagement Letter. 01:

30 Case MFW Doc Filed 03/08/16 Page 4 of The terms of the Engagement Letter, attached hereto as Exhibit 1, are approved in all respects except as limited or modified herein. 4. All of Rothschild s compensation set forth in the Engagement Letter, including, without limitation, the Fee and Expense Structure, is approved pursuant to section 328(a) of the Bankruptcy Code and Rothschild shall be compensated and reimbursed pursuant to section 328(a) of the Bankruptcy Code in accordance with the terms of the Engagement Letter, subject to the procedures set forth in the Bankruptcy Code, the Bankruptcy Rules, the Local Rules and any other applicable orders of this Court. For the avoidance of doubt, the Debtors are authorized to pay Rothschild the Monthly Fees as provided in the Engagement Letter, without further application to the Court; provided, however, that all fees are subject to final allowance by the Court. 5. None of the fees payable to Rothschild shall constitute a bonus or fee enhancement under applicable law. 6. Rothschild shall file fee applications for interim and final allowance of compensation for services and reimbursement of expenses pursuant to the procedures set forth in sections 330 and 331 of the Bankruptcy Code, the Bankruptcy Rules and the Local Rules; provided, however, the fee applications filed by Rothschild shall be subject to review only pursuant to the standard of review set forth in section 328 of the Bankruptcy Code and not subject to the standard of review set forth in section 330 of the Bankruptcy Code, except as otherwise expressly set forth herein. 7. Notwithstanding any provision to the contrary in this Order, the U.S. Trustee shall have the right to object to Rothschild s requests for interim and final compensation based on the reasonableness standard provided in section 330 of the Bankruptcy Code, not section 328(a) of 01:

31 Case MFW Doc Filed 03/08/16 Page 5 of 30 the Bankruptcy Code. This Order and the record relating to this Court s consideration of the Application shall not prejudice or otherwise affect the rights of the U.S. Trustee to challenge the reasonableness of Rothschild s fees under the standard set forth in the preceding sentence. Accordingly, nothing in this Order or the record shall constitute a finding of fact or conclusion of law binding the U.S. Trustee, on appeal or otherwise, with respect to the reasonableness of Rothschild s fees. 8. Notwithstanding anything to the contrary in the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, orders of this Court, or any guidelines regarding submission and approval of fee applications, Rothschild and its professionals: (a) shall only be required to maintain time records for services rendered postpetition in one-half (.5) hour increments and (b) shall not be required to provide or conform to any schedule of hourly rates. Rothschild shall include in its fee applications, among other things, time records setting forth, in a summary format, a description of the services rendered by each professional, and the amount of time spent on each date by each such individual in rendering services on behalf of the Debtors in half-hour increments, but Rothschild shall be excused from keeping time in tenth-hour increments. 9. Rothschild is granted a waiver of the information requirements relating to compensation requests set forth in Local Rule (d) to the extent requested in the Application. 10. The Debtors shall be bound by the indemnification, contribution, reimbursement, exculpation and other provisions of the Engagement Letter and will indemnify and hold harmless Rothschild and the other Indemnified Parties, pursuant to the Engagement Letter, subject, during the pendency of the Chapter 11 Cases, to the following: 01:

32 Case MFW Doc Filed 03/08/16 Page 6 of 30 (a) Rothschild shall not be entitled to indemnification, contribution or reimbursement pursuant to the Engagement Letter for services, unless such services and the indemnification, contribution or reimbursement therefor are approved by the Court; (b) The Debtors shall have no obligation to indemnify Rothschild, or provide contribution or reimbursement to Rothschild, for any claim or expense that is either: (i) judicially determined (the determination having become final) to have arisen from Rothschild s gross negligence, fraud, willful misconduct, breach of fiduciary duty, if any, bad faith or self-dealing; (ii) for a contractual dispute in which the Debtors allege the breach of Rothschild s contractual obligations, unless the Court determines that indemnification, contribution or reimbursement would be permissible pursuant to In re United Artists Theatre Co., 315 F.3d 217 (3d Cir. 2003); or (iii) settled prior to a judicial determination as to the exclusions set forth in clauses (i) and (ii) above, but determined by this Court, after notice and a hearing, to be a claim or expense for which Rothschild should not receive indemnity, contribution or reimbursement under the terms of the Engagement Letter as modified by this Order; and (c) If, before the earlier of (i) the entry of an order confirming a chapter 11 plan in the Chapter 11 Cases (that order having become a final order no longer subject to appeal) and (ii) the entry of an order closing the Chapter 11 Cases, Rothschild believes that it is entitled to the payment of any amounts by the Debtors on account of the Debtors indemnification, 01:

33 Case MFW Doc Filed 03/08/16 Page 7 of 30 contribution and/or reimbursement obligations under the Engagement Letter (as modified by this Order), including, without limitation, the advancement of defense costs, Rothschild must file an application therefor in this Court, and the Debtors may not pay any such amounts to Rothschild before the entry of an order by this Court approving the payment. This subparagraph (c) is intended only to specify the period of time under which the Court shall have jurisdiction over any request for fees and expenses by Rothschild for indemnification, contribution or reimbursement, and not a provision limiting the duration of the Debtors obligation to indemnify Rothschild. All parties in interest shall retain the right to object to any demand by Rothschild for indemnification, contribution or reimbursement. (d) Exhibit A of the Engagement Letter is hereby modified by striking the following clause from the fourth paragraph: provided, that, in no event shall the aggregate contribution for all such Indemnified Parties exceed the amount of fees received by Rothschild under this Agreement. 11. In the event that Rothschild seeks reimbursement from the Debtors for the fees and/or expenses of its attorneys related to its retention or fee applications, the invoices and supporting time records from such attorneys shall be included in Rothschild s own application. 12. Notwithstanding any provision to the contrary in this Order or the Engagement Letter, until (x) the entry of an order approving Rothschild s final fee application filed in the Chapter 11 Cases or (y) if earlier, the payment in full of all amounts due and owing under the ABL Credit Agreement and the FILO Agreement (each as defined in the First Day Declaration) 01:

34 Case MFW Doc Filed 03/08/16 Page 8 of 30 and any debtor-in-possession financing provided by the lenders thereunder, the Debtors shall only be authorized to pay Rothschild (i) Monthly Fees, (ii) expense reimbursement (to the extent provided in the Engagement Letter, as modified by this Order) and (iii) upon the later of (A) the closing of the transaction by which the new capital is committed and (B) entry of this Order, up to $1,250,000 of any New Capital Fee payable on account of debtor-in-possession financing. For the avoidance of doubt, nothing in this paragraph shall modify the approval or applicable standard of review of Rothschild s compensation for services and reimbursement of expenses set forth in this Order. 13. Notwithstanding the possible applicability of Bankruptcy Rules 6004, 7062 or 9014 or otherwise, the terms and conditions of this Order shall be immediately effective and enforceable upon its entry. 14. The relief granted herein shall be binding upon any chapter 11 trustee appointed in the Chapter 11 Cases, or upon any chapter 7 trustee appointed in the event of a subsequent conversion of the Chapter 11 Cases to cases under chapter The Debtors are authorized to take all actions necessary to effectuate the relief granted pursuant to this Order. 16. To the extent that there may be any inconsistency between the terms of the Application, the Engagement Letter and this Order, the terms of this Order shall govern. 17. This Court shall retain jurisdiction with respect to all matters arising from or related to the implementation of this Order. Dated:, 2016 Wilmington, Delaware MARY F. WALRATH UNITED STATES BANKRUPTCY JUDGE 01:

35 Case MFW Doc Filed 03/08/16 Page 9 of 30 EXHIBIT 1 TO ORDER ENGAGEMENT LETTER 01:

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