Case MFW Doc 3045 Filed 10/05/16 Page 1 of 7 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

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1 Case MFW Doc 3045 Filed 10/05/16 Page 1 of 7 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: ) Chapter 11 ) TSA WD Holdings, INC., et al., 1 ) Case No (MFW) ) (Jointly Administered) Debtors. ) Hearing Date: November 1, 10:30 a.m. ) Objection Deadline: October 25, 4:00 a.m. MOTION OF REGIONAL TRANSPORTATION DISTRICT FOR RELIEF FROM THE AUTOMATIC STAY PURSUANT TO 11 U.S.C. 362 Regional Transportation District ( Movant or RTD ), by and through its undersigned counsel, hereby moves this Honorable Court, pursuant to Section 362(d) of Title 11 of the United States Code (the Bankruptcy Code ), Federal Rule of Bankruptcy Procedure 4001, and Local Rule for an order lifting the automatic stay imposed by section 362(a) of the Bankruptcy Code for the purpose of (i) permitting Movant to litigate its State Court condemnation action to judgment or other resolution against Debtor TSA Stores, Inc., d/b/a The Sports Authority, filed in the District Court, Arapahoe County, Colorado, captioned Regional Transportation District, a political subdivision of the State of Colorado v. Weingarten / Miller / Aurora II, LLC; GDC Aurora, LLC; Aaron Brothers, Inc.; Bank of America, National Association, as Trustee for Bear Stearns Commercial Mortgage Securities Inc.; LaSalle Bank National Association, as Trustee for Bear Stearns Commercial Mortgage, Inc.; BJ S Restaurants, Inc.; Cynthia D. Mares, in her capacity as Public Trustee of Arapahoe County; Brinker Restaurant Corporation; FB Colorado, Inc.; Michael s Stores, Inc.; PetSmart, Inc.; PNC Bank, National Association; Ross Stores, Inc.; Sue Sandstorm, in her capacity as the Treasurer of Arapahoe County; SWH Corporation; Target Corporation; and TSA Stores, Inc., 1 The Debtors and the last four digits of their respective taxpayer identification numbers are as follows: TSA WD Holdings, Inc. (9008); Slap Shot Holdings, Corp. (8209); TSA WD, 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 3045 Filed 10/05/16 Page 2 of 7 Case Number: 2014CV33174 (the State Court Action ), and (ii) to proceed to satisfy the terms of the judgment and record a final Rule and Order and any judgment and property ownership documents in accordance with applicable law. A copy of the State Court Action is attached hereto as Exhibit A. In support of its Motion, Movant respectfully states the following: JURISDICTION AND VENUE 1. This Court has jurisdiction over this Motion pursuant to 28 U.S.C. 157 and This Motion is a core proceeding within the meaning of 28 U.S.C. 157(b)(2). To the extent required to satisfy jurisdictional concerns arising under Article III of the United States Constitution, Movant consents to entry of final orders or judgment by this Court. Venue for this Motion is proper in this district pursuant to 28 U.S.C and THE PARTIES 2. On March 2, 2016 (the Petition Date ), the above-captioned Debtors (the Debtors ) each filed a voluntary petition for relief under Chapter 11 of Title 11 of the United States Code, 11 U.S.C , (the Bankruptcy Code ). On March 3, 2016, the Court entered an Order jointly administering the Debtors cases for procedural purposes. 3. On August 2, 2016, this Court entered the Order, Pursuant To Sections 105(a), 365(a), and 554 of the Bankruptcy Code, and Bankruptcy Rule 6004, Authorizing (A) Rejection of Certain Unexpired Leases of Non-Residential Real Property Nunc Pro Tunc to July 31, 2016; and (B) Abandonment of Any Remaining Property Located at the Locations Covered by Such Leases (the Order ) [Docket No. 2701]. 4. Debtor TSA Stores, Inc. ( TSA ) was the tenant at a shopping center in Aurora, Colorado under a lease with property owners Weingarten / Miller / Aurora II LLC ( WMA ) and GDC Aurora, LLC ( GDC ). Upon information and belief, WMA and GDC are Delaware limited liability companies, each owning an undivided one-half (1/2) interest in the shopping 2

3 Case MFW Doc 3045 Filed 10/05/16 Page 3 of 7 center located at E. Ellsworth, Avenue, Aurora, CO (the Property ). TSA s lease involved only Store 125 located on the Property, and was rejected pursuant to the Order. (See Order, Schedule 1 at p. 2). TSA was also one of seventeen (17) Respondents named in the State Court Action. See Exhibit A. 5. RTD is a political subdivision of the State of Colorado and exists pursuant to the Regional Transportation District Act, Colorado Revised Statutes , et. seq. RTD is in charge of public transportation systems in Denver and the surrounding metropolitan area. Id. at 2. BACKGROUND 6. On December 9, 2014, RTD filed its eminent domain State Court Action to allow expansion of its Mass Transportation System and Facilities by constructing a Fixed Guideway Mass Transit System (the Project ) to provide mass transit service to the traveling public. Id. at The Project requires condemnation of land on the edges of the Property but does not involve any of the retail buildings in the shopping center. Id. at RTD performed its due diligence in reviewing the title records for the shopping center located on the Property and, in accordance with C.R.S (1) 2, named TSA as a Respondent in the State Court Action. Documents evidencing TSA s interest in the property were recorded in the property records of the Arapahoe County Clerk and Recorder s Office on: (i) October 27, 2009 at R.N. B (Memorandum of Shopping Center Lease); and (ii) December 11, 2009 at R.N. B (SNDA). Id. at 3, 5. 2 Pursuant to C.R.S (1), petitions for condemnation must set forth the names of all persons interested as owners or otherwise, as appearing of record. 3

4 Case MFW Doc 3045 Filed 10/05/16 Page 4 of 7 9. The Bankruptcy Code provides: Basis for the Relief Requested On request of a party in interest and after notice and a hearing, the court shall grant relief from the stay provided under subsection (a) of this section, such as by terminating, annulling, modifying, or conditioning such stay... for cause U.S.C. 362(d). The term cause is not defined in the Code, but rather, must be determined on a case-by-case basis. In the Matter of Rexene Products Co., 141 B.R. 574, 576 (Bankr. D. Del. 1992) (citations, internal quotations omitted). 10. As the Court expressed in Rexene and subsequent cases, the three factors considered when balancing the competing interests of debtor and movant are (1) the prejudice that would be suffered should the stay be lifted, (2) the balance of hardships facing the parties, and (3) the probable success on the merits if the stay is lifted. Rexene at ; In re Continental Airlines, 152 B.R. 420, 424 (D. Del. 1993). 11. The facts weigh in RTD s favor in each of these three prongs. First, TSA will not suffer prejudice should the stay be lifted. RTD submits that there is virtually no basis by which TSA would have any claim for devaluation of its now-rejected tenancy or any claim to any portion of the proceeds RTD may owe TSA s landlord. Even assuming TSA had such a claim and deemed it worth pursuing, TSA would retain its right to seek any portion of the condemnation proceeds to which it believes it may be entitled to receive from the landlord in accordance with its contractual rights and Colorado eminent domain law. 12. Second, RTD will face substantial hardship if the stay is not lifted. The Project is ready for implementation to benefit the public s interests. Considerable time and costs have been expended for planning, engineering, and contracting all are in place for the Project s completion. Notably, RTD submits that the only significant remaining issue in the State Court 4

5 Case MFW Doc 3045 Filed 10/05/16 Page 5 of 7 Action is valuation of the land and subsequent payment to its owners. 3 All named Respondents, including TSA, received proper service of process. Only TSA has yet to file an entry of appearance or responsive pleading. However, under Colorado condemnation law, an owner or other interested party need not respond and cannot lose its property interests through default. As such, the prejudice imposed upon RTD by continuing imposition of the automatic stay is abundantly clear. 13. In stark contrast, the debtor-defendant will not suffer any hardship if the State Court Action is allowed to proceed. A primary purpose of the automatic stay is to give debtors a breathing spell in which to focus on their reorganization without the distraction of having to defend litigation at the same time. Here, TSA rejected its lease for Store 125. If TSA can conceive of a cognizable claim to the proceeds in the State Court Action, payment of the claim benefits the estate. If TSA cannot conceive such claim, proper business judgment should result in its filing a disclaimer of interest. RTD received notice of the bankruptcy, so TSA is aware of its the State Court Action. 14. Third, the final prong of the analysis is satisfied by even a slight probability of success on the merits... in an appropriate case. In re Continental Airlines, 152 B.R. at 425. This prong also weighs in RTD s favor because the only remaining issue in the State Court Action is the amount of just compensation owed to the Property owners. If tangential claims exist, their payments will be memorialized in an order from the Colorado court determining the proper apportionment of the proceeds among the respondents. Only strong defenses to state court proceedings can prevent a bankruptcy court from granting relief from the stay in cases where... the decision-making process should be relegated to bodies other than [the bankruptcy] 3 State Court Action Respondents Aaron Brothers, Inc., Brinker Restaurant Corp., and Ross Stores, Inc., each of whom is a tenant at the Property, filed disclaimers of any interest, effectively removing each entity from the case. Other tenants have been named as Respondents but have not responded. 5

6 Case MFW Doc 3045 Filed 10/05/16 Page 6 of 7 court. In re Fonseca v. Philadelphia Housing Authority, 110 B.R. 191, 196 (Bankr. E.D. Pa. 1990). No strong defenses would appear to exist here. 15. On these facts, cause exists to lift the stay. Cf. In re Drexel Burnham Lambert Group, Inc., 113 B.R. 830, 838 n.8 (Bankr. S.D.N.Y. 1990) ( cause utilized to permit litigation in another forum to liquidate personal injury claim); In the Matter of Rexene Products, Inc., 141 B.R. at 576 (legislative history indicates cause may be established by single factor including to permit action to proceed in another tribunal). 16. Movant believes that this motion is not controversial and that an order granting relief is likely to be entered upon consensual terms. A stay of any order granting this motion would, in such instance, be inappropriate. Therefore, Movant is seeking relief from the stay provisions of Fed. R. Bankr. P. 4001(a)(3). CONCLUSION WHEREFORE, Movant respectfully requests the entry of an Order, substantially similar to the proposed form of order attached hereto, modifying the automatic stay imposed by Section 362(a) of the Bankruptcy Code, waiving stay provisions of Fed. R. Bankr. P. 4001(a)(3), and allowing Movant to (i) to litigate the State Court Action to judgment or other resolution and (ii) proceed to collect and record a final Rule and Order and any judgment and property ownership documents in accordance with applicable law. Date: October 5, 2016 SULLIVAN HAZELTINE ALLINSON LLC /s/ Thomas D. Walsh William D. Sullivan (DE #2820) Thomas D. Walsh (DE # 3783) 901 North Market Street, Suite 1300 Tel: (302) ; Fax: (302) bsullivan@sha-llc.com twalsh@sha-llc.com 6

7 Case MFW Doc 3045 Filed 10/05/16 Page 7 of 7 -AND- Edward J. Blieszner Joseph C. Pierzchala Welborn Sullivan Meck & Tooley th Street, Suite 2200 Denver, Colorado Tele:: eblieszner@wsmtlaw.com jpierzchala@wsmtlaw.com Attorneys for the Movant 7

8 Case MFW Doc Filed 10/05/16 Page 1 of 2 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: ) Chapter 11 ) TSA WD Holdings, INC., et al., 1 ) Case No (MFW) ) (Jointly Administered) Debtors. ) Hearing Date: November 1, 10:30 a.m. ) Objection Deadline: October 25, 4:00 a.m. NOTICE OF MOTION PLEASE TAKE NOTICE THAT on October 5, 2016, 2016, Regional Transportation District ( Movant ) filed its attached Motion of Regional Transportation District for Relief from the Automatic Stay Pursuant to Section 362 (the Motion ) with the United States Bankruptcy Court for the District of Delaware (the Bankruptcy Court ). PLEASE TAKE FURTHER NOTICE that any objections to the Motion must be made in writing, filed with the Bankruptcy Court, 824 Market Street, Wilmington, Delaware and served so as to actually be received by the undersigned counsel for the Movant on or before October 25, 2016 at 4:00 p.m. Prevailing Eastern Time. PLEASE TAKE FURTHER NOTICE that a hearing on the Motion will be held before the Honorable Mary F. Walrath at the Bankruptcy Court, 5 th Floor, Courtroom 4, on November 1, 2016 at 10:30 a.m. Prevailing Eastern Time. PLEASE TAKE FURTHER NOTICE THAT IF NO OBJECTION OR OTHER RESPONSE TO THE MOTION IS TIMELY FILED IN ACCORDANCE WITH THE PROCEDURES SET FORTH ABOVE, THE BANKRUPTCY COURT MAY ENTER AN ORDER GRANTING THE RELIEF SOUGHT IN THE MOTION WITHOUT FURTHER NOTICE OR A HEARING. 1 The Debtors and the last four digits of their respective taxpayer identification numbers are as follows: TSA WD Holdings, Inc. (9008); Slap Shot Holdings, Corp. (8209); TSA WD, 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

9 Case MFW Doc Filed 10/05/16 Page 2 of 2 Date: October 5, 2016 Wilmington, DE SULLIVAN HAZELTINE ALLINSON LLC /s/ Thomas D. Walsh William D. Sullivan (DE #2820) Thomas D. Walsh (DE # 3783) 901 North Market Street, Suite 1300 Tel: (302) ; Fax: (302) bsullivan@sha-llc.com twalsh@sha-llc.com -AND- Edward J. Blieszner Joseph C. Pierzchala Welborn Sullivan Meck & Tooley th Street, Suite 2200 Denver, Colorado Tel: (303) eblieszner@wsmtlaw.com jpierzchala@wsmtlaw.com Attorneys for the Movant 2

10 Case MFW Doc Filed 10/05/16 Page 1 of 2 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: ) Chapter 11 ) TSA WD Holdings, INC., et al., 1 ) Case No (MFW) ) (Jointly Administered) Debtors. ) ) Re: D.I. ORDER GRANTING MOTION OF REGIONAL TRANSPORTATION DISTRICT FOR RELIEF FROM THE AUTOMATIC STAY PURSUANT TO 11 U.S.C. 362 This matter coming before the Court on the Motion for Relief from the Automatic Stay pursuant to 11 U.S.C. 362 (the Motion ) filed by Regional Transportation District ( Movant ); the Court having reviewed the Motion and all related pleadings; and it appearing that the relief requested by the Motion is in the best interests of the Debtors estates, their creditors, and other parties-in-interest; and after due deliberation thereon; and having found that notice of the Motion was adequate under the circumstances and that no other or further notice is required; and having found that cause exists for granting Movants relief from the automatic stay, it is hereby ORDERED as follows: 1. The Motion is Granted as set forth herein. 2. The automatic stay imposed by 11 U.S.C. 362(a) shall be, and hereby is, modified to the extent necessary to permit Movant to (i) to proceed with the State Court condemnation action to judgment or other resolution, (ii) to record a final Rule and Order and other official documents memorializing property ownership(s) obtained through the State Court condemnation action, and (iii) to satisfy any judgment (or other resolution) entered therein. 1 The Debtors and the last four digits of their respective taxpayer identification numbers are as follows: TSA WD Holdings, Inc. (9008); Slap Shot Holdings, Corp. (8209); TSA WD, 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

11 Case MFW Doc Filed 10/05/16 Page 2 of 2 3. This Order shall be effective immediately upon entry. The stay otherwise imposed by Bankruptcy Rule 4001(a)(3) is waived. 4. This Court shall retain jurisdiction with respect to all matters arising from or related to the implementation or interpretation of this Order. Dated: November, 2016 Wilmington, Delaware The Honorable Mary F. Walrath United States Bankruptcy Judge 2

12 Case MFW Doc Filed 10/05/16 Page 1 of 2 CERTIFICATE OF SERVICE I, Thomas D. Walsh, do hereby certify I am not less than 18 years of age and that on this 5th day of October 2016, I caused copies of the within Motion of Regional Transportation District for Relief from the Automatic Stay Pursuant to 11 U.S.C. 362 to be served upon the parties at the attached service list via U.S. Mail, First Class, postage pre-paid. All other parties who have signed up for electronic filing in this case will receive electronic notice via CM/ECF. October 5, 2016 Date /s/ Thomas D. Walsh Thomas D. Walsh

13 Case MFW Doc Filed 10/05/16 Page 2 of 2 Michael R. Nestor, Esq. Kenneth J. Enos, Esq. Andrew L. Magaziner, Esq. Young Conaway Stargatt & Taylor, LLP Rodney Square 1000 North King Street Robert A. Klyman, Esq. Matthew J. Williams, Esq. Jeremy L. Graves, Esq. Sabina Jacobs, Esq. Gibson, Dunn & Crutcher LLP 333 South Grand Avenue Los Angeles, CA Hannah Mufson McCollum, Esq. Office of the United States Trustee U.S. Department of Justice 844 King Street, Suite 2207 Lockbox #35 Robert J. Feinstein, Esq. Bradford J. Sandler, Esq. Colin R. Robinson, Esq. Pachulski Stang Ziehl & Jones LLP 919 North Market Street, 17 th Floor Robert J. Feinstein, Esq. Pachulski Stang Ziehl & Jones LLP 780 Third Avenue, 36 th Floor New York, NY Jeffrey N. Pomerantz, Esq. Pachulski Stang Ziehl & Jones LLP Santa Monica Boulevard, 13 th Floor Los Angeles, CA Robert J. Dehney, Esq. Gregory W. Werkheiser, Esq. Daniel B. Butz, Esq. Morris, Nichols, Arsht & Tunnell LLP 1201 North Market Street, 16 th Floor Wilmington, DE Robert J. Stark, Esq. Bennett S. Silverberg, Esq. Brown Rudnick LLP Seven Times Square New York, NY Steven B. Levine, Esq. Brown Rudnick LLP One Financial Center Boston, MA Joseph D. Frank, Esq. Jeremy C. Kleinman, Esq. Reed Heiligman, Esq. FrankGecker LLP 325 North LaSalle Street, Suite 625 Chicago, IL Donald E. Rothman, Esq. Riemer & Braunstein LLP Three Center Plaza, Suite 600 Boston, MA Mark D. Collins, Esq. Andrew M. Dean, Esq. Richards, Layton & Finger, P.A. One Rodney Square 920 North King Street Kevin Simard, Esq. Choate, Hall & Stewart LLP Two International Place Boston, MA Gregory A. Taylor, Esq. Benjamin W. Keenan, Esq. Ashby & Geddess, P.A. 500 Delaware Avenue, 8 th Floor John J. Rapisardi, Esq. O Melveny & Myers LLP Times Square Tower 7 Times Square New York, NY 10036