Case MFW Doc 1555 Filed 04/29/16 Page 1 of 5 IN THE UNTED STATES BANKRUPTCY COURT FOR THE DISTRTICT OF DELAWARE. Chapter 11. Re D.I.

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1 Case MFW Doc 1555 Filed 04/29/16 Page 1 of 5 IN THE UNTED STATES BANKRUPTCY COURT FOR THE DISTRTICT OF DELAWARE In re SPORTS AUTHORITY HOLIDNGS, INC., et al., 1 Debtors. Chapter 11 Case No (MFW) Jointly Administered Re D.I.: 1210 Obj. Deadline: April 29, 4:00 p.m. (ET) CURE COST OBJECTION OF RUBICON GLOBAL HOLDINGS, LLC TO NOTICE OF POSSIBLE ASSUMPTION AND ASSIGNMENT OF CERTAIN EXECUTORY CONTRACTS AND UNEXPIRED LEASES IN CONNECTION WITH SALE Rubicon Global Holdings, LLC ( Rubicon ) objects to the Cure Cost proposed in connection with Rubicon s Contract, as listed in Exhibit 1-A of Debtors Notice of Possible Assumption and Assignment of Certain Executory Contracts and Unexpired Leases in Connection with Sale ( Cure Notice ), 2 and states in support: 1. Rubicon is the worldwide leader in sustainable, cloud-based waste and recycling solutions. It is headquartered in Atlanta, Georgia. Pursuant to that certain Service Agreement between Rubicon and TSA Stores, Inc. dated August 17, 2012, as amended by Amendment to Service Agreement dated September 18, 2012 (as amended, the Rubicon Contract ), Rubicon provides recycling and waste management services to all or substantially all of Debtors retail locations and offices. Debtors are in default under the Rubicon Contract. 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 Notice. Unless otherwise defined, capitalized terms shall have the same meaning as set forth in Debtor s Cure

2 Case MFW Doc 1555 Filed 04/29/16 Page 2 of 5 2. As explained in Debtors Cure Notice, Debtors intend to dispose of substantially all their assets free and clear of all liens, claims, encumbrances, and other interests except for certain permitted exceptions. In preparation for such sale(s), Debtors have identified Contracts and Leases for possible assumption and assignment to one or more purchasers. The Cure Notice lists the Cure Cost, if any, that the Debtors believe is required to be paid to the applicable counterparty to each of the Contracts and Leases under section 365(b)(1)(A) and (B) of the Bankruptcy Code. 3. According to the Debtors, the Cure Cost for the Rubicon Contract is $309, [D.I. 1210, Ex.1-A at 34.] 4. Rubicon objects that Debtors proposed Cure Cost is incorrect. 5. As of March 2, 2016 ( Petition Date ), the amount due and owing to Rubicon under the Rubicon Contract for pre-petition services is $378,737.41, plus all fees and expenses, including attorney s fees allowed under applicable law ( Pre-petition Cure Cost ). The supporting documentation for the Pre-petition Cure Cost is voluminous, but will be made available upon request in electronic format. 6. Section 365 of the Bankruptcy Code requires Debtors to cure both pre- and postpetition defaults prior to assumption. As of the date of this objection ( Objection ), the amount due and owing under the Rubicon Contract for post-petition services (invoiced and un-invoiced) is $197,139.85, plus all fees and expenses, including attorney s fees allowed under applicable law ( Estimated Post-petition Cure Cost ). The supporting documentation for the Estimated Post-petition Cure Cost is voluminous, but will be made available upon request in electronic format. 2

3 Case MFW Doc 1555 Filed 04/29/16 Page 3 of 5 7. By way of further information, Rubicon has been added to Debtors Utility Providers List [see D.I. 1055], which is Exhibit C to Debtors Motion for Interim and Final Orders (A) Prohibiting Utility Providers from Altering, Refusing, or Discontinuing Service, (B) Approving the Debtors Proposed Adequate Assurance of Payment for Post-petition Services; and (C) Establishing Procedures for Resolving Requests for Additional Adequate Assurance of Payment ( Utilities Motion ) [D.I. 6]. Thus, Rubicon is affected by the Final Order approving the Utilities Motion ( Utility Order ) [D.I. 950]. 8. Pursuant to Utility Order, Rubicon expects to be paid for post-petition services according to the terms of the Rubicon Contract. Thus, the actual Post-petition Cure Cost ( Actual Post-petition Cure Cost ) is subject to adjustment at the time of actual assumption, if any, of the Rubicon Contract. Objection 9. Section 365(b)(1) of the Bankruptcy Code requires that if there has been a default in an executory contract or lease, the debtor may not assume such contract unless at the time of assumption, the debtor cures, or provides adequate assurance that it will promptly cure the defaults: and compensates, or provides adequate assurance that it will promptly compensate the party other than the debtor for any actual pecuniary loss resulting from such default; and provides adequate assurance of future performance under such contract or lease. 10. In short, the debtor must cure all defaults, assure future performance, and make the other contracting party whole before it may be permitted to assume the agreement. In re Kiwi Int'l Air Lines, Inc., 344 F.3d 311, 318 (3d Cir. 2003). The cost of renewing the terms of the contract is an administrative expense which is paid out of the assets of the estate. See id. 3

4 Case MFW Doc 1555 Filed 04/29/16 Page 4 of Debtors proposed Cure Cost is insufficient to cure Debtors pre-petition payment defaults, and Debtors have made no provision for the Actual Post-Petition Cure Cost, or any other cost or fee to which Rubicon may be entitled. 12. Debtors have not provided any adequate assurance of future performance. Contact Information 13. For purposes of the Procedures Governing Resolution of Cure Cost Objection and Assignment Objections [see D.I at 6], the contact information for Rubicon is as follows: Lydia M. Hilton Kirk M. McAlpin Cushing Morris Armbruster & Montgomery, LLP 191 Peachtree Street, Suite 4500 Atlanta, Georgia lmh@cmamlaw.com kmm@cmamlaw.com Reservation of Rights 14. Rubicon expressly reserves all rights and remedies, in law or equity, under state or federal law, including the Bankruptcy Code, related to, without limitation, Debtors bankruptcy and any related adversary proceedings, the Cure Notice, Rubicon s Contract, any proposed assumption and assignment of the Rubicon Contract, any proposed sale of Debtors assets, and the Utilities Order. Rubicon reserves all rights in regard to proof of adequate assurance once a successful bidder has been identified for the Rubicon Contract. Rubicon expressly reserves the right to amend and supplement this Objection for any reason at the appropriate time and in the appropriate context, including without limitation, to increase or further reconcile the cure claims set forth herein. Nothing in this Objection is intended to or should be construed as an admission of any fact. 4

5 Case MFW Doc 1555 Filed 04/29/16 Page 5 of 5 WHEREFORE, Rubicon respectfully requests that the Court a. Condition Debtors assumption and assignment of the Rubicon Contract on payment of the Pre-petition Cure Cost and the Actual Post-petition Cure Cost; b. Condition Debtor s assignment and assumption of the Rubicon Contract on Debtors filing and service of an amended cure notice listing the corrected cure costs for the Rubicon Contract; and c. Grant all such other and further relief as the Court deems just and proper. Dated: April 29, 2016 MORRIS JAMES LLP /s/ Eric J. Monzo Eric J. Monzo (DE Bar No. 5214) 500 Delaware Avenue, Suite 1500 P.O. Box 2306 Wilmington, DE Telephone: Facsimile: emonzo@morrisjames.com - and MORRIS, MANNING & MARTIN, LLP Lisa Wolgast 1600 Atlanta Financial Center 3343 Peachtree Road, NE Atlanta, GA Telephone: (404) Facsimile: (404) lwolgast@mmmlaw.com Attorneys for Rubicon Global Holdings, LLC 5

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7 Case MFW Doc Filed 04/29/16 Page 2 of 3 VIA HAND DELIVERY Michael R. Nestor, Esq. Kenneth J. Enos, Esq. Andrew L. Magaziner, Esq. YOUNG CONAWAY STARGATT & TAYLOR, LLP Rodney Square 1000 North King Street Wilmington, DE [Counsel to the Debtors and Debtors in Possession] Robert J. Feinstein, Esq. Jeffrey N. Pomerantz, Esq. Bradford J. Sandler, Esq. PACHULSKI STANG ZIEHL & JONES LLP 919 North Market Street, 17 th Floor Wilmington, DE [Counsel for the Official Committee of Unsecured Creditors] Hannah M. McCollum Trial Attorney OFFICE OF THE UNITED STATES TRUSTEE J. Caleb Boggs Federal Building 844 King Street, Room 2207 Lockbox #35 Wilmington, DE Gregory A. Taylor, Esq. Benjamin W. Keenan, Esq. ASHBY & GEDDES, P.A. 500 Delaware Avenue, 8 th Floor P.O. Box 1150 Wilmington, DE [Counsel to Bank of America, N.A., as Administrative Agent and Collateral Robert J. Dehney, Esq. Gregory W. Werkheiser, Esq. Tamara K. Minott, Esq. MORRIS, NICHOLS, ARSHT & TUNNELL LLP 1201 North Market Street, 16 th Floor Wilmington, DE [Counsel for Wilmington Savings Fund Society, FSB, in its capacity as successor Administrative VIA HAND DELIVERY Mark D. Collins, Esq. Andrew M. Dean, Esq. RICHARDS, LAYTON & FINGER, P.A. One Rodney Square 920 North King Street Wilmington, DE [Counsel for Wells Fargo Bank, N.A., as FILO VIA FIRST CLASS MAIL & FACSIMILE Robert A. Klyman, Esq. Matthew J. Williams, Esq. Keith R. Martorana, Esq. GIBSON, DUNN & CRUTCHER LLP 333 South Grand Avenue Los Angeles, CA Facsimile: (213) [Counsel to the Debtors and Debtors in Possession] Donald E. Rothman, Esq. Marjorie S. Crider, Esq. RIEMER & BRAUNSTEIN LLP Three Center Plaza, Suite 600 Boston, MA Facsimile: (617) [Counsel to Bank of America, N.A., as Administrative Agent and Collateral Robert J. Stark, Esq. Bennett S. Silverberg, Esq. BROWN RUDNICK LLP Seven Times Square New York, NY Facsimile: (212) [Counsel for Wilmington Savings Fund Society, FSB, in its capacity as successor Administrative /

8 Case MFW Doc Filed 04/29/16 Page 3 of 3 VIA FIRST CLASS MAIL & FACSIMILE Steven B. Levine, Esq. BROWN RUDNICK LLP One Financial Center Boston, MA Facsimile: (617) [Counsel for Wilmington Savings Fund Society, FSB, in its capacity as successor Administrative Kevin J. Simard, Esq. CHOATE, HALL & STEWART LLP Two International Place Boston, MA Facsimile: (617) [Counsel for Wells Fargo Bank, N.A., as FILO John J. Rapisardi, Esq. O MELVENY & MEYERS LLP Times Square Tower 7 Times Square New York, NY [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] /