United States Bankruptcy Court for the District of Delaware

Case 16-10527-MFW Doc 2154 Filed 06/07/16 Page 1 of 14

UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

In re: Chapter 11

SPORTS AUTHORITY HOLDINGS, INC., et al.,1 Case No. 16-10527 (MFW)

Debtors. (Jointly Administered)

Local Rule 2016-2(d) Waiver Requested

Hearing Date: June 28, 2016 at 10:30 a.m. (ET) Objection Deadline: June 21, 2016 at 4:00 p.m. (ET)

DEBTORS’ APPLICATION FOR ORDER AUTHORIZING THE RETENTION AND EMPLOYMENT OF HILCO IP SERVICES LLC D/B/A HILCO STREAMBANK AS INTELLECTUAL PROPERTY DISPOSITION CONSULTANT, NUNC PRO TUNC TO MAY 20, 2016

Sports Authority Holdings, Inc. and its affiliated debtors and debtors in possession in the

above-captioned chapter 11 cases (collectively, the “Debtors”) submit this application (this

“Application”) for entry of an order, substantially in the form annexed hereto as Exhibit A (the

“Proposed Order”), pursuant to sections 327(a) and 328(a) 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 2014-1 and 2016-2 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 employ and retain Hilco IP Services LLC d/b/a Hilco Streambank

(“Hilco Streambank”), effective nunc pro tunc to May 20, 2016, to market intellectual property

owned by the Debtors on the terms and conditions set forth herein and in that engagement letter

agreement by and between Hilco Streambank and TSA Stores, Inc., dated May 20, 2016 (the

1 The Debtors and the last four digits of their respective taxpayer identification numbers are as follows: Sports Authority Holdings, Inc. (9008); Slap Shot Holdings, Corp. (8209); The Sports Authority, Inc. (2802); TSA Stores, Inc. (1120); TSA Gift Card, Inc. (1918); TSA Ponce, Inc. (4817); and TSA Caribe, Inc. (5664). The headquarters for the above-captioned Debtors is located at 1050 West Hampden Avenue, Englewood, Colorado 80110.

01:18784430.1 Case 16-10527-MFW Doc 2154 Filed 06/07/16 Page 2 of 14

“Engagement Letter”), a copy of which is annexed to the Proposed Order as Exhibit 1 and (ii)

waiving certain information requirements of Local Rule 2016-2. In support of this Application,

the Debtors submit the Declaration of David Peress in Support of Debtors’ Application for Order

Authorizing the Retention and Employment of Hilco IP Services LLC d/b/a Hilco Streambank, as

Intellectual Property Disposition Consultant, Nunc Pro Tunc to May 20, 2016 (the “Streambank

Declaration”), annexed hereto as Exhibit B. In further support of this Application, the Debtors

respectfully represent as follows:

JURISDICTION

1. The Court has jurisdiction over this matter pursuant to 28 U.S.C. §§ 1334(b) and

157, and the Amended Standing Order of Reference from the United States District Court for the

District of Delaware dated as of February 29, 2012. This is a core proceeding pursuant to 28

U.S.C. § 157(b), and pursuant to Local Rule 9013-1(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 the

Court pursuant to 28 U.S.C. §§ 1408 and 1409. The statutory predicates for the relief requested

herein are sections 327(a) and 328(a) of the Bankruptcy Code, Bankruptcy Rules 2014 and 2016,

and Local Rules 2014-1 and 2016-2.

BACKGROUND

A. General Background

2. On March 2, 2016 (the “Petition Date”), each of the Debtors commenced a

voluntary case under chapter 11 of the Bankruptcy Code (collectively, the “Chapter 11 Cases”).

Pursuant to sections 1107(a) and 1108 of the Bankruptcy Code, the Debtors are continuing to

manage their financial affairs as debtors in possession.

01:18784430.1 2 Case 16-10527-MFW Doc 2154 Filed 06/07/16 Page 3 of 14

3. On March 10, 2016, the Office of the United States Trustee (the “U.S. Trustee”)

appointed an Official Committee of Unsecured Creditors (the “Committee”) in these Chapter 11

Cases. See Docket No. 262.

4. Information regarding the Debtors’ history, business operations, capital structure

and primary secured indebtedness, and the events leading up to the commencement of these

Chapter 11 Cases, can be found in the Declaration of Jeremy Aguilar in Support of the Debtors’

Chapter 11 Petitions and Requests for First Day Relief [Docket No. 22].

B. Hilco Streambank’s Qualifications

5. The Debtors seek to retain Hilco Streambank to assist them with the disposition and

monetization of the Debtors’ interests in certain brands and trademarks (including product,

prototypes, tooling, design files, and related assets), domain names, customer data, loyalty

programs, e-commerce website, copyrights, patents, proprietary software, IP addresses, and

stadium naming rights and sponsorship agreements identified by the Debtors (along with the

physical archival material that supports the foregoing, the “Intellectual Property”).

6. The Debtors seek to retain Hilco Streambank as their exclusive intellectual

property disposition consultant because Hilco Streambank has extensive experience in, and an

excellent reputation for, providing high quality intellectual property disposition services to large

and complex companies in bankruptcy proceedings and other distressed situations. As set forth in

the Streambank Declaration, Hilco Streambank and its principals have coordinated the marketing

and sale of intellectual property assets for numerous retailers and consumer products companies,

including but not limited to Fresh & Easy, The Great Atlantic & Pacific Tea Company (A&P),

RadioShack, Ritz Camera & Image, Filene’s Basement, Berkline/BenchCraft Holdings, Anchor

Blue, Robb & Stucky, Mervyn’s, Heilig Meyers, Montgomery Ward, Jacobson’s Stores, KB Toys,

Goody’s Family Clothing, Circuit City, Whitehall Jewelers, and Movie Gallery/Hollywood Video.

01:18784430.1 3 Case 16-10527-MFW Doc 2154 Filed 06/07/16 Page 4 of 14

As part of those engagements, Hilco Streambank was responsible for, among other things,

identifying buyers, marketing the intellectual property assets, conducting bidding auctions and

negotiating the terms of sale.

7. Mr. Peress, the Hilco Streambank principal leading this engagement, has

personally led the marketing and sale of intellectual property assets in a variety of other Delaware

bankruptcy cases including: In re Ritz Camera & Image LLC., Case No. 12-11868 (KG); In re

Malibu Lighting Corp., Case No. 15-12080 (KG); In re RadioShack Corporation, 15-10197(BLS);

and In re Berkline/BenchCraft Holdings, LLC, 11-11369 (MFW). In these cases, Mr. Peress was

responsible for the marketing and sale of the debtor’s intellectual property assets, including

valuable trademarks, patents, copyrights, domain names, customer lists and related data, and

related assets. Mr. Peress has over fifteen years of experience in the asset disposition field and

over twenty-five years of experience advising financially distressed companies, their creditors and

equity holders. During that period of time Mr. Peress has enabled estates and creditors to obtain

the highest value for the debtor’s intellectual property in a variety of cases and contexts.

8. The Debtors believe that Hilco Streambank is highly qualified to maximize the

value of the Debtors’ Intellectual Property. An experienced firm such as Hilco Streambank fulfills

a critical need and offers essential services that will complement those provided by the Debtors’

other retained professionals. Hilco Streambank’s resources and capabilities will greatly assist the

Debtors’ efforts to achieve the maximum return for creditors and stakeholders.

C. Services to be Provided

9. The intellectual property disposition services to be provided by Hilco Streambank

include the following:2

2 The summary of the Engagement Letter in this Application is qualified in its entirety by reference to the provisions of the Engagement Letter. To the extent there is any discrepancy between the summary contained in the Application and the terms set forth in the Engagement Letter, the terms of the Engagement Letter shall control.

01:18784430.1 4 Case 16-10527-MFW Doc 2154 Filed 06/07/16 Page 5 of 14

(a) Collect and secure all of the available information and other data concerning the Intellectual Property;

(b) Prepare marketing materials designed to inform potential purchasers of the availability of the Intellectual Property for sale, assignment, license, or other disposition;

(c) Develop and execute a sales and marketing program designed to elicit proposals to acquire the Intellectual Property from qualified acquirers with a view toward completing one or more sales, assignments, licenses or other dispositions of the Intellectual Property; and

(d) Assist the Debtors in connection with the transfer of the Intellectual Property to the acquirer(s) who offer the highest or otherwise best consideration for the Intellectual Property; and execute all marketing and sale activities related to the Intellectual Property.

10. The Debtors believe that Hilco Streambank is well-qualified and able to provide

these services to the Debtors, and Hilco Streambank has indicated its willingness to act on behalf

of the Debtors, on the terms described herein. The Debtors further reserve their right to seek to

expand the services to be provided by Hilco Streambank during the pendency of these Chapter 11

Cases, as appropriate.

11. The Debtors believe that the services will not duplicate the services that other

professionals will be providing to the Debtors in these Chapter 11 Cases. Specifically, Hilco

Streambank 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.

D. Professional Compensation

12. As stated in the Engagement Letter, and subject to the Court’s approval, the

Debtors and Hilco Streambank have agreed to the following compensation structure in

consideration for services to be rendered by Hilco Streambank to the Debtors in these Chapter 11

Cases (the “Fee Structure”):

(a) Hilco Streambank shall be paid a one-time engagement fee of $50,000 (the “Commencement Fee”). The Commencement Fee shall be applied as a credit against any Commission described in subclause (b).

01:18784430.1 5 Case 16-10527-MFW Doc 2154 Filed 06/07/16 Page 6 of 14

(b) Hilco Streambank shall be paid a commission based on a percentage of aggregate Gross Proceeds (defined below) generated from the sale, assignment, license or other disposition of the Intellectual Property as follows:

(i) 2% of the amount of aggregate Gross Proceeds up to $10,000,000; plus

(ii) 3% of the amount by which the aggregate Gross Proceeds exceed $10,000,000.

(c) The Commencement Fee is payable upon approval of the Engagement Letter by the Court. Subject to the Court’s approval of the Engagement Letter, any commissions due Hilco Streambank thereunder shall be paid in full immediately upon the successful consummation of any transaction or transactions involving the sale, assignment, license, or other disposition of the Intellectual Property from the Gross Proceeds of such transaction(s) notwithstanding any liens, claims, or other encumbrances on the Intellectual Property or the Gross Proceeds thereof.

(d) “Gross Proceeds” means all cash received by the Company in consideration of the sale, license or other assignment of the Intellectual Property and related assets; provided, that Gross Proceeds shall not include any cash received from Dick’s Sporting Goods, Inc. or any of its affiliates, unless such entity purchases Intellectual Property in a competitive process run by Hilco Streambank under, and subsequent to the date of, the Engagement Letter.

13. In addition to any amounts payable to Hilco Streambank under the Fee Structure,

Hilco Streambank shall be entitled to reimbursement for all reasonable and customary

Reimbursable Expenses (defined below) in connection with the performance of the services

proposed under the Engagement Letter. “Reimbursable Expenses” means all reasonable and

verified out-of-pocket costs and expenses incurred by Hilco Streambank in connection with

performance of the contemplated services, including, without limitation: reasonable expenses of

marketing, advertising, economy travel and transportation; postage and courier/overnight express

fees, provided that the Reimbursable Expenses shall not exceed $20,000 in the aggregate, unless

otherwise agreed to by the Debtors. The Debtors shall reimburse Hilco Streambank within five (5)

business days of receipt of an invoice for such Reimbursable Expenses, provided the

01:18784430.1 6 Case 16-10527-MFW Doc 2154 Filed 06/07/16 Page 7 of 14

Reimbursable Expenses (i) do not in the aggregate exceed $20,000, or (ii) were otherwise

pre-approved by the Debtors.

14. The Debtors respectfully submit that the Fee Structure is consistent with and

typical of Hilco Streambank’s normal and customary billing practices for comparable services for

like-sized and similarly complex cases, both in and out of bankruptcy.

15. Local Rule 2016-2(g) provides that a professional may be exempted from any of

the information requirements of Local Rule 2016-2 “for cause.” It is not the general practice of

Hilco Streambank to keep detailed time records similar to those customarily kept by attorneys and

required by Local Rule 2016-2(d). Hilco Streambank does not maintain contemporaneous time

records in the ordinary course of its business (in one-tenth hour increments or otherwise). In

addition, the services that Hilco Streambank will provide require the involvement of many

different Hilco employees and other personnel. Like other intellectual property disposition

advisory firms, Hilco Streambank’s internal structure is not set up to accommodate time keeping

and it would be unduly difficult and expensive to put in place a structure that could keep the

records of so many individuals.

16. Accordingly, the Debtors request that the requirements of Local Rule 2016-2(d) be

waived pursuant to Local Rule 2016-2(g). In addition, the Debtors request that similar

requirements set forth in Bankruptcy Rule 2016(a) and the U.S. Trustee Fee Guidelines also be

waived. Notwithstanding the foregoing, Hilco Streambank will maintain records (in summary

format) of its services rendered for the Debtors and will file a declaration in connection with the

sale or other disposition of the Intellectual Property setting forth, among other things, the fees

earned and expenses incurred by Hilco Streambank and paid (or to be paid) by the Debtors.

01:18784430.1 7 Case 16-10527-MFW Doc 2154 Filed 06/07/16 Page 8 of 14

E. Indemnification

17. The Engagement Letter also provides that the Debtors shall indemnify Hilco

Streambank and hold it harmless against any and all losses, claims, damages, liabilities and

expenses incurred by Hilco Streambank, including without limitation, reasonable legal expenses,

arising from, related to, or in any way connected with the negotiation, execution and/or rendering

of services by Hilco Streambank hereunder, unless such losses, claims, damages, liabilities and

expenses resulted from Hilco Streambank’s breach of the Engagement Letter or the negligence,

fraud, or willful misconduct of Hilco Streambank (the “Indemnification Provisions”). Hilco

Streambank shall not be entitled to any indemnification payments unless such payments are

expressly approved by the Court.

18. Hilco Streambank has further agreed that the Indemnification Provisions shall, in

all respects, be subject to the following:

(a) Hilco Streambank shall not be entitled to indemnification, contribution or reimbursement pursuant to the Engagement Letter for services other than those described in the Engagement Letter, unless such services and indemnification are approved by the Court;

(b) The Debtor shall have no obligation to indemnify Hilco Streambank , or provide contribution or reimbursement to Hilco Streambank, for any claim or expense that is either: (i) judicially determined (the determination having become final) to have arisen from Hilco Streambank’s fraud, gross negligence or willful misconduct; (ii) for a contractual dispute in which the Debtor alleges the breach of Hilco Streambank’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 the Court, after notice and a hearing, to be a claim or expense for which Hilco Streambank should not receive indemnity, contribution or reimbursement under the terms of the Engagement Letter; and

01:18784430.1 8 Case 16-10527-MFW Doc 2154 Filed 06/07/16 Page 9 of 14

contribution and/or reimbursement obligations under the Engagement Letter, including without limitation the advancement of defense costs, Hilco Streambank must file an application therefore in this Court, and the Debtor may not pay any such amounts to Hilco Streambank before the entry of an order by this Court approving the payment. This subparagraph (c) is intended only to specify the period of time during which the Court shall have jurisdiction over any request for fees and expenses by Hilco Streambank for indemnification, contribution, or reimbursement and is not a provision limiting the duration of the Debtor’s obligation to indemnify Hilco Streambank. All parties in interest shall retain the right to object to any demand by Hilco Streambank for indemnification, contribution or reimbursement

19. Hilco Streambank negotiated the Engagement Letter, including the

Indemnification Provisions, with the Debtors at arm’s length. Hilco Streambank believes that the

Indemnification Provisions, as modified above, are customary and reasonable for professional

engagements, both out-of-court and in chapter 11 cases, and reflect the qualifications and

limitations on indemnification provisions that are customary in this district.

F. Disinterestedness of Hilco Streambank

20. As set forth in the Streambank Declaration, (a) Hilco Streambank is a “disinterested

person” within the meaning of section 101(14) of the Bankruptcy Code, and holds no interest

adverse to the Debtors or their estates, and (b) except as described in the Streambank Declaration,

Hilco Streambank has no connection with the Debtors, their creditors, the U.S. Trustee, or other

parties in interest in these Chapter 11 Cases. To the extent that Hilco Streambank discovers any

new relevant facts or relationships bearing on the matters described herein during the period of

Hilco Streambank’s retention, Hilco Streambank will use reasonable efforts to file promptly a

supplemental declaration, as required by Bankruptcy Rule 2014(a).

21. The Debtors engaged Hilco Streambank as of May 20, 2016, pursuant to the

Engagement Letter. Hilco Streambank has received no payments from the Debtors to date.

22. Hilco Streambank does not hold any prepetition claim against the Debtors.

01:18784430.1 9 Case 16-10527-MFW Doc 2154 Filed 06/07/16 Page 10 of 14

23. The Debtors have been advised that no promises have been received by Hilco

Streambank nor by any employee thereof as to compensation in connection with these Chapter 11

Cases other than in accordance with the provisions of the Bankruptcy Code. Hilco Streambank has

no agreement with any other entity to share with such entity any compensation received by Hilco

Streambank in connection with these Chapter 11 Cases.

RELIEF REQUESTED

24. By this Application, the Debtors request entry of the Proposed Order (i) authorizing

the employment and retention of Hilco Streambank to assist them with the disposition and

monetization of the Debtors’ interests in the Intellectual Property, effective nunc pro tunc to May

20, 2016 and (ii) waiving certain information requirements of Local Rule 2016-2(d). The Debtors

respectfully request that Hilco Streambank not be required to file monthly or interim fee

applications and not be required to maintain time records. Rather, the Debtors request that, upon

completion of all the services under the Engagement Letter, to the extent Hilco Streambank is

entitled to, and wishes to seek, compensation on account of the services it performs as set forth in

this Application, Hilco Streambank be permitted to file a final fee application for compensation for

appraisal services rendered in accordance with the applicable provisions of the Bankruptcy Code,

the Bankruptcy Rules, the Local Rules, and orders of the Court.

BASIS FOR RELIEF REQUESTED

A. Retention and Employment of Hilco Streambank is Permitted Under Sections 327 and 328 of the Bankruptcy Code

25. Section 327(a) of the Bankruptcy Code provides, in relevant part, that a debtor,

“with the court’s approval, may 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 debtor in

fulfilling its duties under the Bankruptcy Code. 11 U.S.C. § 327(a).

01:18784430.1 10 Case 16-10527-MFW Doc 2154 Filed 06/07/16 Page 11 of 14

26. Section 328(a) of the Bankruptcy Code provides, in relevant part, that a debtor,

“with the court’s approval, may employ or authorize the employment of a professional person

under section 327 . . . of this title . . . 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.” Id. § 328(a). Bankruptcy Rule 2014(a) requires, in relevant part, that an application for

retention include:

[S]pecific facts showing the necessity for the employment, the name of the [firm] to be employed, the reasons for the selection, the professional services to be rendered, any proposed arrangement for compensation, and, to the best of the applicant’s knowledge, all of the [firm’s] connections with the debtor, creditors, any other party in interest, their respective attorneys and accountants, the United States trustee, or any person employed in the office of the United States trustee.

Fed. R. Bankr. P. 2014. Additionally, Local Rule 2014-1 requires an entity seeking approval of

employment under section 327(a) of the Bankruptcy Code to a file a motion, supporting affidavit,

and proposed order, all of which have been satisfied by this Application, the Proposed Order, and

the Streambank Declaration.

27. In light of the size and complexity of these Chapter 11 Cases, the Debtors

respectfully submit that retaining and employing Hilco Streambank under the terms of the

Engagement Letter, subject to the Proposed Order, is necessary and in the best interests of the

Debtors’ estates and any parties in interest. The Debtors believe that the terms and conditions of

the Engagement Letter, subject to the Proposed Order, are reasonable in light of (a) the nature and

scope of services to be provided by Hilco Streambank; (b) industry practice with respect to the fee

structures and indemnification provisions typically utilized by leading intellectual property

consultants; (c) market rates charged for comparable services both in and out of the chapter 11

context; and (d) Hilco Streambank’s substantial intellectual property experience and other related

issues. Hilco Streambank will comply with the applicable provisions of the Bankruptcy Code, the

Bankruptcy Rules, the Local Rules and any other procedures or orders of the Court. 01:18784430.1 11 Case 16-10527-MFW Doc 2154 Filed 06/07/16 Page 12 of 14

B. Nunc Pro Tunc Relief is Appropriate

28. Hilco Streambank has agreed to serve as intellectual property disposition

consultant on and after the effective date of its engagement on the condition that the Debtors would

seek approval of its employment and retention, effective nunc pro tunc to May 20, 2016, so that

Hilco Streambank may be compensated for its services performed prior to the entry of the

Proposed Order. The Debtors believe that no party in interest will be prejudiced by the granting of

the nunc pro tunc employment, as provided in this Application, because Hilco Streambank will be

providing valuable services to the Debtors’ estates in the interim period. Accordingly, the Debtors

respectfully request entry of an order authorizing the Debtors to retain and employ Hilco

Streambank as intellectual property disposition consultant, effective nunc pro tunc to May 20,

2016.

NOTICE

29. The Debtors have provided notice of this Application to: (a) the U.S. Trustee;

(b) Pachulski Stang Ziehl & Jones LLP, 919 North Market St., 17th Floor, Wilmington, DE 19801

(attn: Bradford J. Sandler and Colin Robinson) as counsel for the Committee; (c) Riemer &

Braunstein LLP (attn: Donald Rothman) as counsel for (i) Bank of America, N.A., in its capacity

as Administrative Agent and Collateral Agent under the Second Amended and Restated Credit

Agreement, dated as of May 17, 2012, and (ii) certain DIP Lenders under the Debtors’ postpetition

financing facility; (d) Brown Rudnick LLP (attn: Robert Stark and Bennett Silverberg) as counsel

for (i) Wilmington Savings Fund Society, FSB as Administrative Agent and Collateral Agent

under the Amended and Restated Credit Agreement, dated as of May 3, 2006 and amended and

restated as of November 16, 2010 and (ii) certain Term Lenders under the Amended and Restated

Credit Agreement, dated as of May 3, 2006 and amended and restated as of November 16, 2010;

(e) Choate, Hall & Stewart LLP (attn: Kevin Simard) as counsel for (i) Wells Fargo Bank, National

01:18784430.1 12 Case 16-10527-MFW Doc 2154 Filed 06/07/16 Page 13 of 14

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 2002. In light of the nature of the relief requested

herein, the Debtors submit that no other or further notice is necessary.

[Remainder of Page Intentionally Left Blank]

01:18784430.1 13 Case 16-10527-MFW Doc 2154 Filed 06/07/16 Page 14 of 14 Case 16-10527-MFW Doc 2154-1 Filed 06/07/16 Page 1 of 3

IN THE UNITED STATES BANKRUPTCY COURT DISTRICT OF DELAWARE

In re: Chapter 11

SPORTS AUTHORITY HOLDINGS, INC., et al.,1 Case No. 16-10527 (MFW)

Debtors. (Jointly Administered)

Local Rule 2016-2(d) Waiver Requested

Hearing Date: June 28, 2016 at 10:30 a.m. (ET) Objection Deadline: June 21, 2016 at 4:00 p.m. (ET)

NOTICE OF APPLICATION

TO: (A) THE OFFICE OF THE UNITED STATES TRUSTEE FOR THE DISTRICT OF DELAWARE; (B) PACHULSKI STANG ZIEHL & JONES LLP, 919 NORTH MARKET ST., 17TH FLOOR, WILMINGTON, DE 19801 (ATTN: BRADFORD J. SANDLER AND COLIN ROBINSON) AS PROPOSED COUNSEL FOR THE COMMITTEE; (C) RIEMER & BRAUNSTEIN LLP (ATTN: DONALD ROTHMAN) AS COUNSEL FOR (I) BANK OF AMERICA, N.A., IN ITS CAPACITY AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT UNDER THE SECOND AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF MAY 17, 2012, AND (II) CERTAIN DIP LENDERS UNDER THE DEBTORS’ 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,

Case 16-10527-MFW Doc 2154-1 Filed 06/07/16 Page 2 of 3

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 2002.

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 Authorizing the Retention and Employment of Hilco IP Services LLC d/b/a Hilco Streambank as Intellectual Property Disposition Consultant, Nunc Pro Tunc to May 20, 2016 (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 June 21, 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 19801. At the same time, you must serve a copy of any objection upon the undersigned counsel to the Debtors so as to be received on or before the Objection Deadline.

PLEASE TAKE FURTHER NOTICE THAT A HEARING TO CONSIDER THE APPLICATION WILL BE HELD ON JUNE 28, 2016 AT 10:30 A.M. (ET) BEFORE THE HONORABLE MARY F. WALRATH, IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE, 824 N. MARKET STREET, 5TH FLOOR, COURTROOM #4, WILMINGTON, DELAWARE 19801.

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]

01:18784522.1 2

Case 16-10527-MFW Doc 2154-1 Filed 06/07/16 Page 3 of 3

Dated: June 7, 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 19801 Telephone: (302) 571-6600 Facsimile: (302) 571-1253 [email protected] [email protected] [email protected]

-and-

Robert A. Klyman (CA No. 142723) Matthew J. Williams (NY No. 3019106) Jeremy L. Graves (CO No. 45522) Sabina Jacobs (CA No. 274829) GIBSON, DUNN & CRUTCHER LLP 333 South Grand Avenue Los Angeles, CA 90071-1512 Telephone: (213) 229-7000 Facsimile: (213) 229-7520 [email protected] [email protected] [email protected] [email protected]

Counsel to the Debtors and Debtors in Possession

01:18784522.1 3

Case 16-10527-MFW Doc 2154-2 Filed 06/07/16 Page 1 of 12

EXHIBIT A

Proposed Order

01:18784430.1

Case 16-10527-MFW Doc 2154-2 Filed 06/07/16 Page 2 of 12

UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

In re: Chapter 11

SPORTS AUTHORITY HOLDINGS, INC., et al.,1 Case No. 16-10527 (MFW)

Debtors. (Jointly Administered)

Ref. Docket No. ____

ORDER AUTHORIZING THE RETENTION AND EMPLOYMENT OF HILCO IP SERVICES LLC D/B/A HILCO STREAMBANK AS INTELLECTUAL PROPERTY DISPOSITION CONSULTANT, NUNC PRO TUNC TO MAY 20, 2016

Upon the Debtors’ Application for Order Authorizing the Retention and Employment of

Hilco IP Services LLC d/b/a Hilco Streambank, as Intellectual Property Disposition Consultant,

Nunc Pro Tunc to May 20, 2016 (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 of these cases and the Application in

this District is proper pursuant to 28 U.S.C. §§ 1408 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

2 All capitalized terms used and not defined herein shall have the meanings ascribed to them in the Application.

01:18784430.1

Case 16-10527-MFW Doc 2154-2 Filed 06/07/16 Page 3 of 12

may enter a final order consistent with Article III of the United States Constitution; and the Court

having found and determined that the relief sought in the Application is in the best interest of the

Debtors, their estates, their creditors and all other parties in interest; 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.

2. The Debtors are authorized, pursuant to sections 327 and 328(a) of the Bankruptcy

Code, Bankruptcy Rules 2014 and 2016 and Local Rules 2014-1 and 2016-2, to employ and retain

Hilco Streambank in accordance with the terms and conditions set forth in the Engagement Letter,

effective nunc pro tunc to May 20, 2016, and to pay fees and reimburse expenses to Hilco

Streambank on the terms and times specified in the Engagement Letter.

3. The terms of the Engagement Letter, attached hereto as Exhibit 1, are reasonable

terms and conditions of employment and are approved, as hereinafter modified, including the

following Indemnification Provisions:

(a) a. subject to the provisions of subparagraph (c), infra, the Debtors are authorized to indemnify, and to provide reimbursement to, and shall indemnify, and provide reimbursement to, Hilco Streambank and its respective affiliates, officers, directors, employees, agents, and independent contractors in accordance with the Indemnification Provisions for any claim arising from, related to, or in connection with the services provided for in the Engagement Letter, but not for any claim arising from, related to, or in connection with Hilco Streambank’s postpetition performance of any other services unless such postpetition services and indemnification are therefore approved by the Court;

(b) notwithstanding any of the Indemnification Provisions to the contrary, the Debtors shall have no obligation to indemnify Hilco Streambank, or provide contribution or reimbursement to Hilco Streambank, for any claim or expense to the extent it is either: (i) judicially determined (the determination having become final and no longer subject to appeal) to have arisen from Hilco Streambank’s gross negligence, willful misconduct or 01:18784430.1 2 Case 16-10527-MFW Doc 2154-2 Filed 06/07/16 Page 4 of 12

bad faith; (ii) for a contractual dispute in which the Debtors allege breach of Hilco Streambank’s contractual obligations, unless the Court determines that indemnification, contribution or reimbursement would be permissible pursuant to In re United Artists Theatre Company, 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 the Court, after notice and a hearing pursuant to subparagraph (c) hereof to be a claim or expense for which Hilco Streambank 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 these Chapter 11 Cases (that order having become a final order no longer subject to appeal) and (ii) the entry of an order closing these Chapter 11 Cases, Hilco Streambank believes it is entitled to the payment of any amounts by the Debtors on account of the Debtors’ indemnification and/or reimbursement obligations under the Indemnification Provisions (as modified by this order), including, without limitation, the advancement of defense costs, Hilco Streambank must file an application in the Court, and the Debtors may not pay any such amounts to Hilco Streambank before the entry of an order by the Court approving the payment. This subparagraph (c) is intended only to specify the period of time during which the Court shall have jurisdiction over any request for compensation and expenses by Hilco Streambank for indemnification, contribution and/or reimbursement and is not a provision limiting the duration of the Debtors’ obligation to indemnify, or make contributions or reimbursements to, Hilco Streambank. All parties in interest shall retain the right to object to any demand by Hilco Streambank for indemnification, contribution and/or reimbursement

4. The limitation of liability in paragraph 12 of the Engagement Letter shall be of no

force and effect.

5. Hilco Streambank shall not be required to file monthly or interim fee applications

and is not required to maintain time records; provided, however, that Hilco Streambank shall file a

declaration in connection with the sale or other disposition of the Intellectual Property setting

forth, among other things, the fees earned and expenses incurred by Hilco Streambank and paid (or

to be paid) by the Debtors. Notwithstanding anything in this Order to the contrary, the U.S.

Trustee shall retain all rights to object to Hilco Streambank’s fees and expenses based on the

reasonableness standard provided for in section 330 of the Bankruptcy Code.

01:18784430.1 3 Case 16-10527-MFW Doc 2154-2 Filed 06/07/16 Page 5 of 12

6. The information requirements of Local Rule 2016-2(d) are waived and Hilco

Streambank shall not be required to maintain records of detailed time entries in connection with

professional services renders under the Engagement Letter.

7. The Debtors are authorized and empowered to take all actions necessary or

appropriate to implement the relief granted herein.

8. Notwithstanding the possible application of Bankruptcy Rule 6004(h) or otherwise,

this Order shall be immediately effective and enforceable upon its entry.

9. The Court shall retain jurisdiction with respect to all matters arising from or related

to the Application or the implementation of this Order.

Dated: June __, 2016 Wilmington, Delaware ______MARY F. WALRATH UNITED STATES BANKRUPTCY JUDGE

01:18784430.1 4 Case 16-10527-MFW Doc 2154-2 Filed 06/07/16 Page 6 of 12

EXHIBIT 1

Engagement Letter [See attached].

01:18784430.1

980 commence the has that Intellectual Company the Hilco debtors files, This “Bankruptcy agreements copyrights, 11 intellectual TSA (hereinafter Attention: d/b/a Ladies

Englewood,

1050 May • Washington 2. Cases”) 1. terms Debtors’ provided Stores, letter supports 20, Streambank and West and Hilco a designed Scope potential working license, advisors Intellectual agent

Engagement

Streambank Hilco.. in 2016 view agrees and related Mike possession (the Gentlemen: working Hampden Property pending Inc. property Case 16-10527-MFW Doc 2154-2 Filed 06/07/16 Page 7 of 12 patents, Street, CO that the Streambank Court”). interests to of Re: similar toward conditions the or in 80110 “Agreement”) to Foss Services. to “Debtors” market to are purchasers Suite Agreement conjunction other is assets), Property. foregoing, elicit collect promptly on and an subject before designated 330 proprietary assets. Avenue services completing under in This behalf expert and disposition proposals their contained Exclusivity. ‘ (“Hilco Hilco domain or and Agreement Oedham, the to chapter sell, of to Hilco file The the the of with brands sets in the in Market secure the Streambank in the United an numerous managing “Company”) software, assign, Streambank”) one intellectual “Intellectual Streambank following writing forth to the Massachusetts names, in and application Company availability Hilco 11 and acquire this or Debtors’ is and all States of the shall license, more subject trademarks Agreement. by Streambank title customer of Sell the lP bankruptcy terms terms shall the the property develop with 02026 the to shall addresses, sales, Property”). Bankruptcy seeking sale 11 Intellectual investment of and Company market to or Intellectual work and available of of respect the prepare the otherwise • of TSA assignments, data, the the (including and conditions: that assets 781.444.4940 shall with approval Intellectual cases. approval and United agreement Stores, stadium to (along execute Property Court loyalty bank The is marketing information Rothschild, be sell, Property the such subject dispose Hilco product, engaged Debtors States of Rothschild marketing with license of for Inc. licenses, • programs, as Hilco naming a Property of the between www.hilcoslreambankcom the sales Streambank the to from the TSA (“TSA”), materials of Code the Bankruptcy this or prototypes, Streambank’s are and as the Intellectual District physical Stores, and or otherwise Inc. qualified and rights Company the currently in agreement for e-commerce Intellectual data other Hilco (“Rothschild”). marketing cases and sale designed Debtors’ sale, of Inc. will and archival concerning IP of TSA’s dispositions Court, tooling, acquirers Delaware Property, (the monetize and Services, immediately retention the debtors assignment, sponsorship consists to Property, exclusive “Chapter program its Debtors’ website, affiliates material and inform design other with (the and and the the the LLC on of of Case 16-10527-MFW Doc 2154-2 Filed 06/07/16 Page 8 of 12

the Intellectual Property. Hilco Streambank shall assist the Company in connection with the transfer of the Intellectual Property to the acquirer(s) who offer the highest or otherwise best consideration for the Intellectual Property. Hilco Streambank shall be responsible for all execution of all marketing and sales activities related to the Intellectual Property.

We will promptly advise the Company and its professionals of all offers made with respect to the Intellectual Property. We understand that we are authorized on behalf of the Company only to negotiate the terms of sales, assignments, or other dispositions of the Intellectual Property but not to commit the Company to any such agreement or arrangement or to sign any instrument on behalf of the Company.

Notwithstanding anything in this Agreement to the contrary, the entry into and the terms and conditions of each and every transaction relating to one or more of the Intellectual Property assets shall be subject to the written approval by the Company, which approval may be withheld in the sole discretion of the Company for any reason or no reason. No commission will be earned or paid to us unless the Company shall have approved or executed the applicable transaction.

3. Compensation to Hilco Streambank. For its services hereunder, Hilco Streambank shall be paid per the following commission structure:

a. HilcoStreambank shall be paid a one-time engagement fee of $50,000 (the “Commencement Fee”). The Commencement Fee shall be applied as a credit against any Commission described in 3 (b).

b. HilcoStreambank shall be paid a commission based on a percentage of the aggregate proceeds generated from the sale, assignment, license, or other dispositions of the Intellectual Property as follows:

(i) 2% of the amount of aggregate Gross Proceeds up to $10,000,000; plus

(ii) 3% of the amount by which the aggregate Gross Proceeds exceed $10,000,000.

c. The Commencement Fee is payable upon approval of this Agreement by the Bankruptcy Court. Subject to the Bankruptcy Court’s approval of this Agreement, any commissions due Hilco Streambank hereunder shall be paid in full immediately upon the successful consummation of any transaction or transactions involving the sale, assignment, license, or other disposition of the Intellectual Property from the Gross Proceeds of such transaction(s) notwithstanding any liens, claims, or other encumbrances on the Intellectual Property or the Gross Proceeds thereof.

“Gross Proceeds” means all cash received by the Company in consideration of the sale, license or other assignment of the Intellectual Property and related assets; provided, that Gross Proceeds shall not include any cash received from Dick’sSporting Goods, Inc. or any of its affiliates, unless such entity purchases Intellectual Property in

980 Washington Street, Suite 330 • Dedham, Massachusetts 02026 • 781,444.4940 • www.hilcostreambank.com Case 16-10527-MFW Doc 2154-2 Filed 06/07/16 Page 9 of 12

a competitive process run by Hilco Streambank hereunder subsequent to the date hereof.

4. Expenses. Subject to the Bankruptcy Court’s approval of this Agreement, Hilco Streambank shall be entitled to reimbursement from the Company for all reasonable and customary Reimbursable Expenses (defined below) in connection with the performance of the services proposed. “Reimbursable Expenses” means all reasonable and verified out-of-pocket costs and expenses incurred by Hilco Streambank in connection with performance of the contemplated services, including, without limitation: reasonable expenses of marketing, advertising, economy travel and transportation, postage and courier/overnight express fees; prQy1dd that th Rimburb!e pns hiI nQtxcd $2QQQQthth ggrgate, unless otherwise agreed to in writing by the Company. The Company shall reimburse Hilco Streambank within five (5) business days of receipt of an invoice for such Reimbursable Expenses, provided the Reimbursable Expenses (i) do not in the aggregate exceed $20,000, or (ii)were otherwise pre-approved by the Company.

5. Termination. This Agreement may be terminated by either the Company or Hilco Streambank upon giving written notice thereof to the other party. No such termination will affect (I) Hilco Streambank’s rights to receive fees as set forth in Section 6 below or reimbursement of the Reimbursable Expenses as set forth in Section 4 above, or (ii)the rights of Hilco Streambank to receive indemnification in accordance with this Agreement.

6. Survival. If, within ten (10) days after the termination of this Agreement, Hilco Streambank delivers to the Company a written list of prospects with whom Hilco Streambank has had written (including email) contact for the Intellectual Property (the “Contacted Prospect List”), and within ninety days (90 days) after the termination of this Agreement, the Company consummates a sale, assignment, or other disposition of any or all of the Intellectual Property to a prospect set forth on the Contacted Prospect List, HilcoStreambank shall be entitled to a fee in accordance with Section 3 hereof as if the sale, assignment, or other disposition had been agreed to or consummated before this Agreement was terminated.

7. No Guaranty. Hilco Streambank is not guarantying any specific result on the sale, assignment, or other disposition of the Intellectual Property.

8. Nature of Services. The services to be provided by Hilco Streambank in respect of the Intellectual Property are, in general, transactional in nature, and HilcoStreambank will not be billing the Company by the hour or maintaining time records.

9. Entire Agreement/Amendment. This Agreement constitutes the entire agreement between Hilco Streambank and the Company and supersedes all prior discussions, negotiations, and agreements, whether oral or written. This Agreement shall not be modified or amended in any respect except by a written instrument executed by or on behalf of the parties to this Agreement.

980 Washington Street, Suite 330 • Dedham, Massachusetts 02026 • 781.444.4940 • www.hilcostreambank.com _____

Case 16-10527-MFW Doc 2154-2 Filed 06/07/16 Page 10 of 12

10, Governing Law. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Colorado, without reference to any conflicts of laws provisions thereof, except where governed by title 11 of the United States Code. Each of the parties hereto irrevocably and unconditionally submits, for itself and its properties, to the exclusive jurisdiction of the Bankruptcy Court in any action or proceeding arising out of or relating to this Agreement.

11. WAIVEROF JURYTRIAL. EACHOF HILCOSTREAMBANKAND THE COMPANYWAIVEANY RIGHTTO A TRIALBYJURYIN ANYACTIONOR PROCEEDINGTO ENFORCEOR DEFENDANY RIGHTSUNDER THIS AGREEMENTAND ANYAMENDMENT, INSTRUMENT,DOCUMENTOR AGREEMENTDELIVEREDOR WHICH MAY IN THE FUTUREBE DELIVEREDIN CONNECTION HEREWITHOR THEREWITHOR ARISINGFROMANYRELATIONSHIPEXISTINGIN CONNECTION WITH ANY OF THE FOREGOING,AND AGREESTHAT ANY SUCH ACTION OR PROCEEDING SHALLBETRIEDBEFOREA COURTAND NOTBEFOREA JURY.

12. Limitation of Liability. HiIco Streambank’s maximum liability to the Company, in the aggregate, arising for any reason out of or relating to this Agreement, whether a claim in tort, contract, or otherwise, shall be limited to the amount of fees paid to Hilco Streambank under this Agreement for these services, except to the extent such liability is finally determined to have been caused by gross negligence, fraud, or willful misconduct of Hilco Streambank or its personnel.

13. Indemnification. The Company shall indemnify Hilco Streambank and hold it harmless against any and all losses, claims, damages, liabilities and expenses incurred by Hilco Streambank, including without limitation, reasonable legal expenses, arising from, related to, or in any way connected with the negotiation, execution and/or rendering of services by Hilco Streambank hereunder, unless such losses, claims, damages, liabilities and expenses resulted from Hilco Streambank’s breach of this Agreement or the negligence, fraud, or willful misconduct of Hilco Streambank. Hilco Streambank shall not be entitled to any indemnification payments unless such payments are expressly approved by the Bankruptcy Court. Hilco Streambank shall indemnify the Company and hold it harmless against any and all losses, claims, damages, liabilities and expenses arising from, related to, or in any way connected with the negotiation, execution and/or rendering of services by Hilco Streambank hereunder, unless such losses, claims, damages, liabilities and expneses resulted from the negligence, fraud, or willful misconduct of the Company in breach of this Agreement.

14. Confidentiality.

a. Hilco Streambank acknowledges that information furnished or made available by the Company and its employees and representatives to Hilco Streambank and its employees or representatives relating to the Intellectual Property or the business or affairs of the Company is confidential and is the property of the Company (such information hereinafter referred to as “Confidential Information”). During and after the term of this Agreement, Hilco Streambank will not disclose any such information

9S0 Washington Street, Suite 330 • Dedham, Massachusetts 02026 • 781.444.4940 • www.hilcostreambank.com Case 16-10527-MFW Doc 2154-2 Filed 06/07/16 Page 11 of 12

to any person or use any such information for any purpose other than the performance of its obligations hereunder, in each case, without the prior written consent of the Company. Hilco Streambank shall exercise the same degree of care, but no less than a reasonable degree of care, to keep confidential the Confidential Information as Hilco Streambank uses to protect its own confidential information of a like nature. Hilco Streambank may disclose the Confidential Information only to its employees, subcontractors or agents on a “need to know’ basis. Hilco Streambank shall be responsible and liable for the unauthorized disclosure of any Confidential Information by its employees, subcontractors and agents.

b. If Hilco Streambank is served with any subpoena or other compulsory judicial or administrative process calling for production of Confidential Information, Hilco Streambank may comply with such subpoena or compulsory process, but will immediately notify the Company in order that it may take such action as it deems necessary to protect its interest. Hilco Streambank shall reasonably cooperate with the actions of the Company in this regard.

c. Notwithstanding anything to the contrary contained herein, Hilco Streambank shall have no obligation under this Agreement to hold information in confidence that has been or is (a) developed by Hilco Streambank independently and without the benefit of information disclosed hereunder by the Company; (b) lawfully obtained by HilcoStreambank from a third party without restriction; (c) publicly available without breach of this Agreement or from information readily ascertainable in the marketplace by proper means; (d) disclosed without restriction by the Company to a third party, including the United States government; or (e) known to Hilco Streambank prior to its receipt from the Company.

d. HilcoStreambank acknowledges that the Confidential Information is a valuable asset of the Company and that the breach of this Section would cause the Company irreparable harm for which there is no adequate remedy at law. Accordingly, in the event of a breach or alleged breach of this Section, the Company shall be entitled to injunctive relief and any other equitable remedies in addition to remedies afforded by law.

15. Bankruptcy Court Approval. The Company shall file an application with the Bankruptcy Court seeking the assumption of this Agreement and the retention of HilcoStreambank as a professional advisor to the Company on the terms set forth herein effective as the date hereof.

16. Further Assurances. Hilco Streambank and the Company shall take all such further actions as are necessary or appropriate to carry out the terms and conditions of the Agreement, ‘including (without limitation) with respect to Hilco Streambank’s retention and all sales, assignments, or other dispositions of the Intellectual Property.

980 Washington Street, Suite 330 • Dedham, Massachusetts 02026 • 781.444.4940 • www.hflcostreambank.com Case 16-10527-MFW Doc 2154-2 Filed 06/07/16 Page 12 of 12

Please confirm your agreement to engage Hilco Streambank on the foregoing terms and conditions by executing this letter on the space provided below. If you have any questions concerning this letter, or the proposed scope of this project, please give the undersigned a call at (781) 471-1239. Thank you very much.

Sincerej.- Hilco Se ices C d,’a Hilco Streambank By:(// N

Agreed/Accepted: TSAStores, Inc.

By: Its: m i 1iEc Gk 1S I Dated: -6J%-3fI

980 Washington Street, Suite 330 • Dedham, Massachusetts 02026 • 781444.4940 • www.hilcostreambank.com Case 16-10527-MFW Doc 2154-3 Filed 06/07/16 Page 1 of 39

EXHIBIT B

Streambank Declaration

01:18784430.1

Case 16-10527-MFW Doc 2154-3 Filed 06/07/16 Page 2 of 39

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

In re: Chapter 11

SPORTS AUTHORITY HOLDINGS, INC., et Case No. 16-10527 (MFW) al.,1 (Jointly Administered) Debtors.

DECLARATION OF DAVID PERESS IN SUPPORT OF THE DEBTORS’ APPLICATION FOR ORDER AUTHORIZING THE RETENTION AND EMPLOYMENT OF HILCO IP SERVICES LLC D/B/A HILCO STREAMBANK AS INTELLECTUAL PROPERTY DISPOSITION CONSULTANT, NUNC PRO TUNC TO MAY 20, 2016

I, David Peress, being duly sworn, state the following under penalty of perjury:

1. I am over the age of eighteen (18) years and am competent to make this declaration

(this “Declaration”). I have undertaken a reasonable investigation of the facts stated in this

Declaration. Except as otherwise noted, I have personal knowledge of the matters set forth herein.

2. I am Executive Vice President of Hilco IP Services LLC d/b/a Hilco Streambank

(together with its affiliates, agents, independent contractors and employees, “Hilco Streambank”),

the intellectual property marketing division of Hilco Global. I am authorized to make this

Declaration on behalf of Hilco Streambank. Unless otherwise stated in this Declaration, I have

personal knowledge of the facts set forth herein.

3. This Declaration is being submitted in support of the Debtors’ Application for

Order Authorizing the Retention and Employment of Hilco IP Services LLC d/b/a Hilco

01:18784430.1

Case 16-10527-MFW Doc 2154-3 Filed 06/07/16 Page 3 of 39

Streambank, as Intellectual Property Disposition Consultant, Nunc Pro Tunc to May 20, 2016 (the

“Application”).2

C. Hilco Streambank’s Qualifications

4. The Debtors seek to retain Hilco Streambank to assist them with the disposition and

monetization of the Debtors’ interests in certain brands and trademarks (including product,

prototypes, tooling, design files, and related assets), domain names, customer data, loyalty

programs, e-commerce website, copyrights, patents, proprietary software, IP addresses, stadium

naming rights and sponsorship agreements identified by the Debtors (along with the physical

archival material that supports the foregoing, the “Intellectual Property”) on the terms and

conditions set forth in the Application and in that engagement letter agreement by and between

Streambank and TSA Stores, Inc., dated May 20, 2016 (the “Engagement Letter”).

5. As one of the leading intellectual property disposition consultants in the country,

Hilco Streambank has extensive experience in, and an excellent reputation for, providing high

quality intellectual property disposition services to large and complex companies in bankruptcy

proceedings and other distressed situations.

6. The principals of Hilco Streambank have coordinated the marketing and sale of

intellectual property assets for numerous retailers and consumer products companies, including

but not limited to Fresh & Easy, The Great Atlantic & Pacific Tea Company (A&P), RadioShack,

Ritz Camera & Image, Filene’s Basement, Berkline/BenchCraft Holdings, Anchor Blue, Robb &

Stucky, Mervyn’s, Heilig Meyers, Montgomery Ward, Jacobson’s Stores, KB Toys, Goody’s

Family Clothing, Circuit City, Whitehall Jewelers, and Movie Gallery/Hollywood Video. As part

of those engagements, Hilco Streambank was responsible for, among other things, identifying

2 Any capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Application or the Engagement Letter, as applicable.

01:18784430.1 4 Case 16-10527-MFW Doc 2154-3 Filed 06/07/16 Page 4 of 39

buyers, marketing the intellectual property assets, conducting bidding auctions and negotiating the

terms of sale.

7. I am the Hilco Streambank principal leading this engagement, and I have

personally led the marketing and sale of intellectual property assets in a variety of other Delaware

bankruptcy cases including: In re Ritz Camera & Image LLC., Case No. 12-11868 (KG); In re

Malibu Lighting Corp., Case No. 15-12080 (KG); In re RadioShack Corporation, 15-10197(BLS);

and In re Berkline/BenchCraft Holdings, LLC, 11-11369 (MFW). In these cases, I was

responsible for the marketing and sale of the debtor’s intellectual property assets, including

valuable trademarks, patents, copyrights, domain names, customer lists and related data, and

related assets. I have over fifteen years of experience in the asset disposition field and over

twenty-five years of experience advising financially distressed companies, their creditors and

equity holders. During that period of time, through my efforts, I have enabled estates and creditors

to obtain the highest value for the debtor’s intellectual property in a variety of cases and contexts.

8. Subject to the Court’s approval of the Application, Hilco Streambank is willing and

able to serve as the Debtors’ intellectual property disposition consultant and to perform the

services described herein and in the Engagement Letter. Given the familiarity that Hilco

Streambank has acquired with the businesses and operations of the Debtors since the

commencement of the current engagement and the extensive experience Hilco Streambank has

with monetizing a debtor’s intellectual property, it is qualified to perform the services described in

the Application and below.

01:18784430.1 5 Case 16-10527-MFW Doc 2154-3 Filed 06/07/16 Page 5 of 39

D. Services to be Provided

9. The intellectual property disposition services to be provided by Hilco Streambank

include the following:3

(a) Collect and secure all of the available information and other data concerning the Intellectual Property;

(b) Prepare marketing materials designed to inform potential purchasers of the availability of the Intellectual Property for sale, assignment, license, or other disposition;

10. All of the services that Hilco Streambank will provide to the Debtors will be (a) at

the request of the Debtors, and (b) performed in accordance with customary market practice of

intellectual property disposition consultants.

11. Hilco Streambank believes that its services will not duplicate the services that other

professionals will be providing to the Debtors in these Chapter 11 Cases. Specifically, Hilco

Streambank will carry out unique functions and will use reasonable efforts to coordinate with the

Debtors’ other retained professionals to avoid unnecessary duplication of services.

E. Professional Compensation

12. As stated in the Engagement Letter, and subject to the Court’s approval, the

Debtors and Hilco Streambank have agreed to the following compensation structure in

3 The summary of the Engagement Letter in this Application is qualified in its entirety by reference to the provisions of the Engagement Letter. To the extent there is any discrepancy between the summary contained in the Application and the terms set forth in the Engagement Letter, the terms of the Engagement Letter shall control.

01:18784430.1 6 Case 16-10527-MFW Doc 2154-3 Filed 06/07/16 Page 6 of 39

consideration for services to be rendered by Hilco Streambank to the Debtors in these cases (the

“Fee Structure”):