Case JAD Doc 249 Filed 08/21/17 Entered 08/21/17 20:59:53 Desc Main Document Page 1 of 6

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7 Case JAD Doc Filed 08/21/17 Entered 08/21/17 20:59:53 Desc Exhibit Praecipe for Writ of Summons Page 1 of 4 IN THE COURT OF COMMON PLEAS OF ALLEGHENY COUNTY PENNSYLVANIA YVONNE L. ROSE, individually and as a Member and Director of the Pittsburgh Athletic Association, Inc. and the Pittsburgh Athletic Association Land Company, Inc., Civil Division Code: Plaintiff, v. PRAECIPE FOR WRIT OF SUMMONS Filed on behalf of: Yvonne L. Rose, Plaintiff JAMES A. SHEEHAN, THOMAS BLAKE STANTON, JONATHAN GLANCE and THOMAS P. TIMBUR, each individually and as Officers and/or Member of the Boards of Directors of the Pittsburgh Athletic Association, Inc., and the Pittsburgh Athletic Association Land Company, Inc., Defendants. Counsel of Record for this Party: Thomas J. Michael Sr. PA ID No The Commerce Law Group LLC P.O. Box 56 Sewickley, PA Telephone: ( Fax: tomsr@thecommercelawgroup.com

8 Case JAD Doc Filed 08/21/17 Entered 08/21/17 20:59:53 Desc Exhibit Praecipe for Writ of Summons Page 2 of 4 IN THE COURT OF COMMON PLEAS OF ALLEGHENY COUNTY, PENNSYLVANIA YVONNE L. ROSE, individually and as a Member and Director of the Pittsburgh Athletic Association, Inc., and the Pittsburgh Athletic Association Land Company, Inc., v. Plaintiff, JAMES A. SHEEHAN, THOMAS BLAKE STANTON, JONATHAN GLANCE and THOMAS P. TIMBUR, each individually and as Officers and/or Member of the Boards of Directors of the Pittsburgh Athletic Association, Inc., and the Pittsburgh Athletic Association Land Company, Inc., Defendants. No, NOTICE TO DEFEND You have been sued in court. If you wish to defend against the claims set forth in the following pages, you must take action within twenty (20 days after this complaint and notice are served by entering a written appearance personally or by attorney and filing in writing with the court your defenses or objections to the claims set forth against you. You are warned that if you fail to do so the case may proceed without you and a judgment may be entered against you by the court without further notice for any money claimed in the complaint or for any other claim or relief requested by the plaintiff. You may lose money or property or other rights important to you. YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO NOT HAVE A LAWYER, GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW. THIS OFFICE CAN PROVIDE YOU WITH INFORMATION ABOUT HIRING A LAWYER. IF YOU CANNOT AFFORD TO HIRE A LAWYER, THIS OFFICE MAY BE ABLE TO PROVIDE YOU WITH INFORMATION ABOUT AGENCIES THAT MAY OFFER LEGAL SERVICES TO ELIGIBLE PERSONS AT A REDUCED FEE OR NO FEE. Lawyer Referral Service Allegheny County Bar Association 11th Floor Koppers Building 436 Seventh Avenue Pittsburgh, PA Telephone: (

9 Case JAD Doc Filed 08/21/17 Entered 08/21/17 20:59:53 Desc Exhibit Praecipe for Writ of Summons Page 3 of 4 / s/ Thomas J. Michael Sr. Thomas J. Michael, Sr., Attorney for Yvonne L. Rose, Plaintiff The Commerce Law Group, LLC PO Box 56 Sewickley, PA 1543 Telephone: Fax: tomsr@thecomercelawgroup.com

10 Case JAD Doc Filed 08/21/17 Entered 08/21/17 20:59:53 Desc Exhibit Praecipe for Writ of Summons Page 4 of 4 IN THE COURT OF COMMON PLEAS OF ALLEGHENY COUNTY, PENNSYLVANIA YVONNE L. ROSE, individually and as a Member and Director of the Pittsburgh Athletic Association, Inc., and the Pittsburgh Athletic Association Land Company, Inc., v. Plaintiff, JAMES A. SHEEHAN, THOMAS BLAKE STANTON, JONATHAN GLANCE and THOMAS P. TIMBUR, each individually and as Officers and/or Member of the Boards of Directors of the Pittsburgh Athletic Association, Inc., and the Pittsburgh Athletic Association Land Company, Inc., Defendants. No, PRAECIPE FOR WRIT OF SUMMONS To: Director, Allegheny County Department of Court Records, Civil/Family Division Dear Sir: Kindly issue a Writ of Summons in the above captioned and numbered matter. THE COMMERCE LAW GROUP, LLC BY: / s/ Thomas J. Michael Sr. Thomas J. Michael, Sr., Attorney for Yvonne L. Rose, Plaintiff The Commerce Law Group, LLC PO Box 56 Sewickley, PA 1543 Telephone: Fax: tomsr@thecomercelawgroup.com

11 Case JAD Doc Filed 08/21/17 Entered 08/21/17 20:59:53 Desc Exhibit Notice of Removal Page 1 of 23

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14 Case 2:05-mc Document 716 Filed 06/13/17 Page 1 of 5 Case JAD Doc Filed 08/21/17 Entered 08/21/17 20:59:53 Desc Exhibit Notice of Removal Page 4 of 23 IN THE UNITED STATES DISTRICT COURT FOR THE WESTERN DISTRICT OF PENNSYLVANIA YVONNE L. ROSE, v. Plaintiff, JAMES A. SHEEHAN, THOMAS BLAKE STANTON, JONATHAN GLANCE and THOMAS P. TRIMBUR, Defendants. Case No. Chapter 11 Bankruptcy Lead Case No JAD (Jointly Administered Removed from: Court of Common Pleas of Allegheny County Case No. GD NOTICE OF REMOVAL PLEASE TAKE NOTICE that, pursuant to 28 U.S.C. 1334, 1446, 1452, and Rule 9027 of the Federal Rules of Bankruptcy Procedure, Defendant Pittsburgh Athletic Association and the Pittsburgh Athletic Association Land Company (the Debtors timely remove 1 this action entitled Yvonne L. Rose v. James A. Sheehan, Thomas Blake Stanton, Jonathan Glance and Thomas P. Trimbur from the Court of Common Pleas of Allegheny County, Pennsylvania, to the United States Bankruptcy Court for the Western District of Pennsylvania. This Court has original jurisdiction under 28 U.S.C and 1441 et seq. In support of removal, the Debtors further state as follows: 1. Yvonne L. Rose, James A. Sheehan, Thomas Blake Stanton, Jonathan Glance and Thomas P. Trimbur are officers and/or directors of the Pittsburgh Athletic Association (the PAA and the Pittsburgh Athletic Association Land Company (the PAA-LC. The PAA-LC is a wholly owned subsidiary of the PAA. 1 By removing this action to this Court, the Debtors do not waive any defenses, objections, or motions available under state or federal law. The Debtors expressly reserve the right to move for dismissal of some or all of Plaintiff s claims.

15 Case 2:05-mc Document 716 Filed 06/13/17 Page 2 of 5 Case JAD Doc Filed 08/21/17 Entered 08/21/17 20:59:53 Desc Exhibit Notice of Removal Page 5 of The Debtors filed their voluntary chapter 11 bankruptcy petitions on May 30, The Debtors bankruptcy cases are being jointly administered in the United States Bankruptcy Court for the Western District of Pennsylvania, Lead Case No JAD. 3. On June 1, 2017, Plaintiff Yvonne L. Rose (the Plaintiff filed a Praecipe for Writ of Summons (the Writ against James A. Sheehan, Thomas Blake Stanton, Jonathan Glance and Thomas P. Timbur (the Defendants in their capacity as directors of the Pittsburgh Athletic Association in the Court of Common Pleas of Allegheny County, Pennsylvania, entitled Yvonne L. Rose, individually and as a Member and Director of the Pittsburgh Athletic Association, Inc. and the Pittsburgh Athletic Association Land Company, Inc. v. James A. Sheehan, Thomas Blake Stanton, Jonathan Glance and Thomas P. Timbur, each individually and as Officers and/or Members of the Boards of Directors of the Pittsburgh Athletic Association, Inc. and the Pittsburgh Athletic Association Land Company, Inc., at Case No See Exhibit A. 4. At this juncture, the Debtors are unable to discern the exact basis for the Plaintiff s issuance of the Writ; however, upon information and belief the Plaintiff takes issue with the operation of the Debtors prior to their bankruptcy filings and the propriety of those filings generally. 5. Due to the scope of the claims which the Plaintiff is expected to raise in her action, it is imperative that this matter proceed before the Bankruptcy Court, as soon as possible, as any anticipated cause of action may impair the Debtors ability to effectively operate postpetition and may trigger claims against the Debtors bankruptcy estates thereby implicating assets of these estates. BANK_FIN:

16 Case 2:05-mc Document 716 Filed 06/13/17 Page 3 of 5 Case JAD Doc Filed 08/21/17 Entered 08/21/17 20:59:53 Desc Exhibit Notice of Removal Page 6 of This Court has original jurisdiction over this matter under 28 U.S.C. 1334(b and the Debtors may remove this action to this Court pursuant to 28 U.S.C. 1452(a because Plaintiff s Complaint is related to a case under Title 11, namely the Debtors chapter 11 cases. 7. The Court of Common Pleas of Allegheny County, Pennsylvania, is located within the Western District of Pennsylvania (see 28 U.S.C. 118(c and venue for this action is proper in this Court under 28 U.S.C. 1441(a because the United States Bankruptcy Court for the Western District of Pennsylvania is the district and division embracing the place where such action is pending. 8. Removal is made to this Court who may refer to the Bankruptcy Court under 28 U.S.C. 157(a. 9. Pursuant to 28 U.S.C. 1446(a, a copy of all process, pleadings and orders in the state court file are attached as Exhibit A. No further proceedings have been had therein, and no party has filed a response to the Writ. 10. The Debtors first received a copy of the Writ on June 13, Removal is within thirty days and is therefore timely pursuant to 28 U.S.C. 1446(b. 11. Immediately following the filing of this Notice of Removal, the Debtors will provide written notice of the filing to Plaintiff s counsel and the Court of Common Pleas of Allegheny County, Pennsylvania, as required by 28 U.S.C. 1446(d. A true and correct copy of the Notification of Removal to Federal Court is attached hereto as Exhibit B. 12. Pursuant to Rule 9027(a(1 of the Federal Rules of Bankruptcy Procedure, the Debtors state that this proceeding is core and arises under 28 U.S.C. 157(b(2. WHEREFORE, the Pittsburgh Athletic Association and the Pittsburgh Athletic Association Land Company remove this civil action, Case No from the Court of BANK_FIN:

17 Case 2:05-mc Document 716 Filed 06/13/17 Page 4 of 5 Case JAD Doc Filed 08/21/17 Entered 08/21/17 20:59:53 Desc Exhibit Notice of Removal Page 7 of 23 Common Pleas of Allegheny County to this Court pursuant to 28 U.S.C. 1334, 1446, and 1452, and respectfully requests such other and further relief as the Court deems just and proper. Respectfully submitted, DATED: June 13, 2017 /s/ Jordan S. Blask Jordan S. Blask, Esquire PA ID No Jeremiah J. Vandermark, Esquire PA ID No One PPG Place Pittsburgh, PA Phone: jblask@tuckerlaw.com jvandermark@tuckerlaw.com Counsel for the Debtors BANK_FIN:

18 Case 2:05-mc Document 716 Filed 06/13/17 Page 5 of 5 Case JAD Doc Filed 08/21/17 Entered 08/21/17 20:59:53 Desc Exhibit Notice of Removal Page 8 of 23 CERTIFICATE OF SERVICE I hereby certify that a true and correct copy of the foregoing Notice of Removal was served upon the following this 13 th day of June, 2017, by electronic mail ( as well as United States first class mail, postage prepaid: Thomas J. Michael, Sr., Esquire The Commerce Law Group, LLC P.O. Box 56 Sewickley, PA tomsr@thecommercelawgroup.com DATED: June 13, 2017 /s/ Jordan S. Blask Jordan S. Blask, Esquire PA ID No Jeremiah J. Vandermark, Esquire PA ID No One PPG Place Pittsburgh, PA Phone: jblask@tuckerlaw.com jvandermark@tuckerlaw.com Counsel for the Debtors

19 Case JAD Case 2:05-mc Doc Document Filed 08/21/ Filed Entered 06/13/17 08/21/17 Page 20:59:53 1 of 2 Desc Exhibit CIVIL Notice COVER of Removal SHEET Page 9 of 23 (SEE INSTRUCTIONS ON NEXT PAGE OF THIS FORM. I. (a PLAINTIFFS DEFENDANTS Yvonne L. Rose James A. Sheehan, Thomas Blake Stanton, Jonathan Glance and Thomas P. Timbur (b Allegheny County, PA (EXCEPT IN U.S. PLAINTIFF CASES (c (Firm Name, Address, and Telephone Number Thomas J. Michael Sr., Esquire, The Commerce Law Group, LLC, P.O. Box 56, Sewickley, PA ( Allegheny County, PA (IN U.S. PLAINTIFF CASES ONLY (If Known Jordan S. Blask, Esquire, Tucker Arensberg, P.C One PPG Place, Pittsburgh, PA ( II. BASIS OF JURISDICTION (Place an X in One Box Only III. CITIZENSHIP OF PRINCIPAL PARTIES (Place an X in One Box for Plaintiff (For Diversity Cases Only and One Box for Defendant PTF DEF PTF DEF (U.S. Government Not a Party or and (Indicate Citizenship of Parties in Item III IV. NATURE OF SUIT (Place an X in One Box Only CONTRACT TORTS FORFEITURE/PENALTY BANKRUPTCY OTHER STATUTES PERSONAL INJURY PERSONAL INJURY PROPERTY RIGHTS LABOR SOCIAL SECURITY PERSONAL PROPERTY REAL PROPERTY CIVIL RIGHTS PRISONER PETITIONS FEDERAL TAX SUITS Habeas Corpus: IMMIGRATION Other: V. ORIGIN (Place an X in One Box Only VI. CAUSE OF ACTION VII. REQUESTED IN COMPLAINT: VIII. RELATED CASE(S IF ANY FOR OFFICE USE ONLY (specify (Do not cite jurisdictional statutes unless diversity 11 U.S.C. Section 101 et seq. Praecipe for Writ of Summons - Removal to Bankruptcy Court CLASS ACTION DEMAND $ (See instructions: Jeffery A. Deller 06/13/2017 /s/ Jordan S. Blask JURY DEMAND: JAD

20 Case 2:05-mc Document Filed 06/13/17 Page 2 of 2 Case JAD Doc Filed 08/21/17 Entered 08/21/17 20:59:53 Desc Exhibit Notice of Removal Page 10 of 23 JS 44AREVISED June, 2009 IN THE UNITED STATES DISTRICT COURT FOR THE WESTERN DISTRICT OF PENNSYLVANIA THIS CASE DESIGNATION SHEET MUST BE COMPLETED PART A This case belongs on the ( Erie Johnstown Pittsburgh calendar. 1. ERIE CALENDAR - If cause of action arose in the counties of Crawford, Elk, Erie, Forest, McKean. Venang or Warren, OR any plaintiff or defendant resides in one of said counties. 2. JOHNSTOWN CALENDAR - If cause of action arose in the counties of Bedford, Blair, Cambria, Clearfield or Somerset OR any plaintiff or defendant resides in one of said counties. 3. Complete if on ERIE CALENDAR: I certify that the cause of action arose in County and that the resides in County. 4. Complete if on JOHNSTOWN CALENDAR: I certify that the cause of action arose in County and that the resides in County. PART B (You are to check ONE of the following 1. This case is related to Number 17-bk Short Caption. 2. This case is not related to a pending or terminated case. In re: Pittsburgh Athletic Association DEFINlTIONS OF RELATED CASES: CIVIL: Civil cases are deemed related when a case filed relates to property included in another suit or involves the same issues of fact or it grows out of the same transactions as another suit or involves the validity or infringement of a patent involved in another suit EMINENT DOMAIN: Cases in contiguous closely located groups and in common ownership groups which will lend themselves to consolidation for trial shall be deemed related. HABEAS CORPUS & CIVIL RIGHTS: All habeas corpus petitions filed by the same individual shall be deemed related. All pro se Civil Rights actions by the same individual shall be deemed related. PARTC I. CIVIL CATEGORY ( applicable category. 1. Antitrust and Securities Act Cases 2. Labor-Management Relations 3. Habeas corpus 4. Civil Rights 5. Patent, Copyright, and Trademark 6. Eminent Domain 7. All other federal question cases 8. All personal and property damage tort cases, including maritime, FELA, Jones Act, Motor vehicle, products liability, assault, defamation, malicious prosecution, and false arrest 9. Insurance indemnity, contract and other diversity cases. 10. Government Collection Cases (shall include HEW Student Loans (Education, V A 0verpayment, Overpayment of Social Security, Enlistment Overpayment (Army, Navy, etc., HUD Loans, GAO Loans (Misc. Types, Mortgage Foreclosures, SBA Loans, Civil Penalties and Coal Mine Penalty and Reclamation Fees. I certify that to the best of my knowledge the entries on this Case Designation Sheet are true and correct Date: 6/13/2017 /s/ Jordan S. Blask ATTORNEY AT LAW NOTE: ALL SECTIONS OF BOTH FORMS MUST BE COMPLETED BEFORE CASE CAN BE PROCESSED.

21 Case 2:05-mc Document Filed 06/13/17 Page 1 of 9 Case JAD Doc Filed 08/21/17 Entered 08/21/17 20:59:53 Desc Exhibit Notice of Removal Page 11 of 23 Exhibit A

22 Case 2:05-mc Document Filed 06/13/17 Page 2 of 9 Case JAD Doc Filed 08/21/17 Entered 08/21/17 20:59:53 Desc Exhibit Notice of Removal Page 12 of 23 IN THE COURT OF COMMON PLEAS OF ALLEGHENY COUNTY PENNSYLVANIA YVONNE L. ROSE, individually and as a Member and Director of the Pittsburgh Athletic Association, Inc. and the Pittsburgh Athletic Association Land Company, Inc., Civil Division Code: Plaintiff, v. PRAECIPE FOR WRIT OF SUMMONS Filed on behalf of: Yvonne L. Rose, Plaintiff JAMES A. SHEEHAN, THOMAS BLAKE STANTON, JONATHAN GLANCE and THOMAS P. TIMBUR, each individually and as Officers and/or Member of the Boards of Directors of the Pittsburgh Athletic Association, Inc., and the Pittsburgh Athletic Association Land Company, Inc., Defendants. Counsel of Record for this Party: Thomas J. Michael Sr. PA ID No The Commerce Law Group LLC P.O. Box 56 Sewickley, PA Telephone: ( Fax: tomsr@thecommercelawgroup.com

23 Case 2:05-mc Document Filed 06/13/17 Page 3 of 9 Case JAD Doc Filed 08/21/17 Entered 08/21/17 20:59:53 Desc Exhibit Notice of Removal Page 13 of 23 IN THE COURT OF COMMON PLEAS OF ALLEGHENY COUNTY, PENNSYLVANIA YVONNE L. ROSE, individually and as a Member and Director of the Pittsburgh Athletic Association, Inc., and the Pittsburgh Athletic Association Land Company, Inc., v. Plaintiff, JAMES A. SHEEHAN, THOMAS BLAKE STANTON, JONATHAN GLANCE and THOMAS P. TIMBUR, each individually and as Officers and/or Member of the Boards of Directors of the Pittsburgh Athletic Association, Inc., and the Pittsburgh Athletic Association Land Company, Inc., Defendants. No, NOTICE TO DEFEND You have been sued in court. If you wish to defend against the claims set forth in the following pages, you must take action within twenty (20 days after this complaint and notice are served by entering a written appearance personally or by attorney and filing in writing with the court your defenses or objections to the claims set forth against you. You are warned that if you fail to do so the case may proceed without you and a judgment may be entered against you by the court without further notice for any money claimed in the complaint or for any other claim or relief requested by the plaintiff. You may lose money or property or other rights important to you. YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO NOT HAVE A LAWYER, GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW. THIS OFFICE CAN PROVIDE YOU WITH INFORMATION ABOUT HIRING A LAWYER. IF YOU CANNOT AFFORD TO HIRE A LAWYER, THIS OFFICE MAY BE ABLE TO PROVIDE YOU WITH INFORMATION ABOUT AGENCIES THAT MAY OFFER LEGAL SERVICES TO ELIGIBLE PERSONS AT A REDUCED FEE OR NO FEE. Lawyer Referral Service Allegheny County Bar Association 11th Floor Koppers Building 436 Seventh Avenue Pittsburgh, PA Telephone: (

24 Case 2:05-mc Document Filed 06/13/17 Page 4 of 9 Case JAD Doc Filed 08/21/17 Entered 08/21/17 20:59:53 Desc Exhibit Notice of Removal Page 14 of 23 / s/ Thomas J. Michael Sr. Thomas J. Michael, Sr., Attorney for Yvonne L. Rose, Plaintiff The Commerce Law Group, LLC PO Box 56 Sewickley, PA 1543 Telephone: Fax: tomsr@thecomercelawgroup.com

25 Case 2:05-mc Document Filed 06/13/17 Page 5 of 9 Case JAD Doc Filed 08/21/17 Entered 08/21/17 20:59:53 Desc Exhibit Notice of Removal Page 15 of 23 IN THE COURT OF COMMON PLEAS OF ALLEGHENY COUNTY, PENNSYLVANIA YVONNE L. ROSE, individually and as a Member and Director of the Pittsburgh Athletic Association, Inc., and the Pittsburgh Athletic Association Land Company, Inc., v. Plaintiff, JAMES A. SHEEHAN, THOMAS BLAKE STANTON, JONATHAN GLANCE and THOMAS P. TIMBUR, each individually and as Officers and/or Member of the Boards of Directors of the Pittsburgh Athletic Association, Inc., and the Pittsburgh Athletic Association Land Company, Inc., Defendants. No, PRAECIPE FOR WRIT OF SUMMONS To: Director, Allegheny County Department of Court Records, Civil/Family Division Dear Sir: Kindly issue a Writ of Summons in the above captioned and numbered matter. THE COMMERCE LAW GROUP, LLC BY: / s/ Thomas J. Michael Sr. Thomas J. Michael, Sr., Attorney for Yvonne L. Rose, Plaintiff The Commerce Law Group, LLC PO Box 56 Sewickley, PA 1543 Telephone: Fax: tomsr@thecomercelawgroup.com

26 Case JAD Case 2:05-mc Doc Document Filed 08/21/ Filed Entered 06/13/17 08/21/17 Page 20:59:53 6 of 9 Desc Exhibit Notice of Removal Page 16 of 23 6/13/2017 Sheriff Return Sheriff Return Case No: Casie Description: Defendant: Service Address: Writ Description: Issue Date: Service Status: Served Upon: Served By: GD Rose vs Sheehan etal Thomas Blake Stanton 5550 Dunmoyle Avenue Pittsburgh, PA Allegheny Writ of Summons 6/1/2017 3:52:19 PM Served - Defendant(s Personally Served n/a APEARL Served On: 6/13/ :00:00 AM 1500 Service Method: Rose vs Sheehan etal Personal &Seq=3 1/1

27 Case JAD Case 2:05-mc Doc Document Filed 08/21/ Filed Entered 06/13/17 08/21/17 Page 20:59:53 7 of 9 Desc Exhibit Notice of Removal Page 17 of 23 6/13/2017 Sheriff Return Sheriff Return Case No: GD Casie Description: Defendant: Service Address: Writ Description: Issue Date: Service Status: Served Upon: Served By: Served On: Service Method: &Seq=2 1/1

28 Case JAD Case 2:05-mc Doc Document Filed 08/21/ Filed Entered 06/13/17 08/21/17 Page 20:59:53 8 of 9 Desc Exhibit Notice of Removal Page 18 of 23 6/13/2017 Search Page GD Rose vs Sheehan etal Filing Date: 06/01/2017 Filing Time: 03:52:19 Related Cases: Consolidated Cases: Judge: Amount In Dispute: $ 0 Case Type: Other Tort Court Type: General Docket Current Status: Sheriff Return Jury Requested: No Parties Count : 6 --Litigants-- Search LName FName MI Type Address Initial Service Completion Attorney Sheehan James A. Defendant 406 Bucknell Street Pittsburgh PA Trimbur Thomas P. Defendant $016 Brookshire Court Murraysville, PA Rose Yvonne L Plaintiff 4215 Fifth Avenue Pittsburgh PA Thomas J. Michael Glance Jonathan Defendant 94 Pilgrim Road Carnegie PA Stanton Thomas Blake Defendant 5550 Dunmoyle Avenue Pittsburgh PA JUN Showing 1 to 5 of 5 rows --Attorney-- Search LName FName MI Type Address Phone Michael Thomas J. Plaintiff's Attorney Commerce Law Group P.O. Box 56 Sewickley PA Showing 1 to 1 of 1 rows --Non Litigants-- Search LName FName MI Type Address Phone No matching records found Docket Entries Count : 3 Search 1/2

29 Case JAD Case 2:05-mc Doc Document Filed 08/21/ Filed Entered 06/13/17 08/21/17 Page 20:59:53 9 of 9 Desc Exhibit Notice of Removal Page 19 of 23 6/13/2017 Search Page Filing Date Docket Type Docket Text Filing Party Document 6/13/2017 Sheriff Return n/a was served with Writ of Summons on 06/13/2017 by Served - Defendant(s Personally Served. 6/13/2017 Sheriff Return n/a was served with Writ of Summons on 06/13/2017 by Served - Defendant(s Personally Served. Yvonne Rose L Yvonne Rose L Sheriff Return Sheriff Return 6/1/2017 Praecipe for Writ of Summons Yvonne Rose L Document 1 Showing 1 to 3 of 3 rows Event Schedule Count : 0 Search Event Scheduled Event Date & Time Room Number Judge/Hearing Of cer No matching records found Services Count : 1 Search Desc Name Service Address Person Served Served By Service Date Service Time Status Praecipe for Writ of Summons Thomas Blake Stanton 5550 Dunmoyle Avenue Pittsburgh, PA Pittsburgh n/a APEARL 6/13/ :00:00 AM 1500 Served - Defendant(s Personally Served Showing 1 to 1 of 1 rows 2/2

30 Case 2:05-mc Document Filed 06/13/17 Page 1 of 4 Case JAD Doc Filed 08/21/17 Entered 08/21/17 20:59:53 Desc Exhibit Notice of Removal Page 20 of 23 Exhibit B

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34 Case JAD Doc Filed 08/21/17 Entered 08/21/17 20:59:53 Desc Exhibit Rule to File Complaint Page 1 of 3

35 Case JAD Doc Filed 08/21/17 Entered 08/21/17 20:59:53 Desc Exhibit Rule to File Complaint Page 2 of 3

36 Case JAD Doc Filed 08/21/17 Entered 08/21/17 20:59:53 Desc Exhibit Rule to File Complaint Page 3 of 3

37 Case JAD Doc Filed 08/21/17 Entered 08/21/17 20:59:53 Desc Exhibit Notice of Service of Rule Page 1 of 3

38 Case JAD Doc Filed 08/21/17 Entered 08/21/17 20:59:53 Desc Exhibit Notice of Service of Rule Page 2 of 3

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40 Case JAD Doc Filed 08/21/17 Entered 08/21/17 20:59:53 Desc Exhibit Adversary Action Complaint Page 1 of 28 UNITED STATES BANKRUPTCY COURT WESTERN DISTRICT OF PENNSYLVANIA In re: PITTSBURGH ATHLETIC ASSOCIATION, et al. 1, Debtors. Jointly Administered at: Bankruptcy No JAD Bankruptcy Nos: JAD, and JAD Chapter 11 PITTSBURGH ATHLETIC ASSOCIATION, et al., Adv Proc No. 17- Plaintiffs, v. YVONNE L. ROSE, Defendant. COMPLAINT FOR DECLARATORY AND INJUNCTIVE RELIEF The Pittsburgh Athletic Association ( PAA and the Pittsburgh Athletic Association Land Company ( PAA-LC, together with the PAA, the Debtors file this Complaint (the Complaint pursuant to 11 U.S.C. 105(a and 362(a, Fed.R.Civ.P. 65, and Fed.R.Bankr.P and 7065 seeking declaratory and injunctive relief and an extension of the automatic stay to include the following nondebtor officers and/or members of the Board of Directors (the Board of the Debtors: James A. Sheehan; Thomas Blake Stanton; Jonathan Glance; Thomas P. Trimbur; Kenneth Linamen; Paula Bozdech-Veater; Dr. Bunt Singh; Charles Felix; and Carl Brunning. JURISDICTION AND VENUE 1. This Court has jurisdiction over this adversary proceeding pursuant to 28 U.S.C. 157 and 1334 because this matter arises in, under and is related to the Debtors chapter 11 cases. 1 The Debtors have the following cases pending Pittsburgh Athletic Association, Bankruptcy No JAD and the Pittsburgh Athletic Association Land Company, Bankruptcy No JAD, both cases are being jointly administered under Case No JAD.

41 Case JAD Doc Filed 08/21/17 Entered 08/21/17 20:59:53 Desc Exhibit Adversary Action Complaint Page 2 of This matter is a core proceeding within the meaning of 28 U.S.C. 157(b(2. 3. Venue is proper under 28 U.S.C and The statutory predicates for the relief requested herein are sections 105(a and 362(a of Title 11 of the United States Code, 11 U.S.C. 101 et seq. (as amended; hereinafter the Bankruptcy Code, Rule 65 of the Federal Rules of Civil Procedure (the Federal Rules made applicable hereto by Rule 7065 of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules, and Rules 7001 and 7065 of the Bankruptcy Rules. BACKGROUND 5. The PAA is a non-profit organization that has operated as a private athletic/social club for the benefit and use of its members for over 108 years. The athletic club offered fine dining, banquet services, overnight accommodations, sports lessons, barber services and numerous athletic facilities in its seven floor, 123,814 square foot building located in the heart of Oakland, including a pool, full basketball and squash courts and a 16 lane bowling alley. 6. The Debtors inability to pay their debts as they have become due is a result of, amongst other things, declining PAA memberships. The Debtors financial hardship has led to deterioration of the facilities, termination of utility services, and creditors running to the courts and filing a multitude of collection actions. 7. These factors have impaired the Debtors liquidity and their ability to continue as a going concern without instituting a comprehensive recapitalization venture, ultimately leading to the filing of these chapter 11 cases. 8. The Debtors have determined that it is in their best interest as well as the best interests of their estates and creditors to restructure through these chapter 11 cases. 9. On May 30, 2017 (the Petition Date, the Debtors filed voluntary petitions in this Court for relief under Chapter 11 of the Bankruptcy Code. BANK_FIN:

42 Case JAD Doc Filed 08/21/17 Entered 08/21/17 20:59:53 Desc Exhibit Adversary Action Complaint Page 3 of The Debtors are authorized to continue to operate their businesses and manage their properties as debtors-in-possession pursuant to sections 1107(a and 1108 of the Bankruptcy Code. 11. No trustee or examiner has been appointed in these chapter 11 cases. 12. On June 8, 2017, the Office of the United States Trustee formed the Official Committee of Unsecured Creditors (the Committee. 13. The Board is actively involved in the reorganization of the Debtors, including: a. participation in the management and daily business decisions of the Debtors; b. involvement in the daily operations of the Debtors; c. negotiating with creditors, suppliers, lessors and other interested parties of the Debtors; d. maintaining the Debtors finances, including evaluating cash flow, maintaining cash balances and payroll and arranging financing to meet the Debtors credit obligations; e. monitoring of these chapter 11 cases; f. assisting Holiday Fenoglio Fowler, L.P., the proposed Real Estate and Capital Advisors of the Debtors, to, amongst other things, analyze, structure, negotiate and effect a potential restructuring of the Debtors, which may include an outright sale of or long-term lease of the Debtors property or a joint venture with an investor/developer; g. assisting Gleason & Associates, P.C., the proposed Financial Advisors of the Debtors, to, amongst other things, develop a long-term business plan for the Debtors, analyzing the Debtors financial liquidity and alternatives to improve such liquidity, and evaluating various restructuring scenarios. 14. The Directors are all volunteers. Each Director serves without compensation. Each serves as a member of the Board in order to attempt to support the reorganization of the Debtors and not for individual financial gain or remuneration. 15. Each Board member has executed a Conflict of Interest Disclosure as a prerequisite for service on the Board. 16. At the time of the Debtors bankruptcy filings, the Boards were comprised of James Sheehan, Thomas Blake Stanton, Jonathan Glance, Thomas Trimbur, Yvonne L. Rose, and Kenneth Linamen. BANK_FIN:

43 Case JAD Doc Filed 08/21/17 Entered 08/21/17 20:59:53 Desc Exhibit Adversary Action Complaint Page 4 of Following the bankruptcy filings of the Debtors, Dr. Bunt Singh, Paula Bozdech-Veater, Charles Felix and Carl Brunning agreed to serve on the Board (collectively with James Sheehan, Thomas Blake Stanton, Jonathan Glance, Thomas Trimbur, Kenneth Linamen and any other individual that serves as a director of either of the Debtors, the Directors. 18. The Debtors officers are: James Sheehan, President; Thomas Blake Stanton, Vice President; Jonathan Glance, Secretary; and Kenneth Linamen, Treasurer (the Officers. 19. Defendant, Yvonne L. Rose, is a member of the PAA and former member of the Board, has collaterally attacked the validity of these chapter 11 cases by questioning Debtors authority to file these chapter 11 cases in her responses to motions and in her Motion to Appoint a Trustee. 20. This Court stated during the first-day hearings that an objection to a motion was not the proper way to challenge the Board s actions. Trial Tr. 117:23-118:4, June 2, The Board, minus Ms. Rose, voted affirmatively and authorized the Debtors to file their Chapter 11 Voluntary Petitions. Ms. Rose abstained from the vote. 22. Upon learning that the Board authorized the Debtors to file for bankruptcy relief and prior to the commencement of the Debtors bankruptcies, Ms. Rose threatened to file for an injunction to prevent the Debtors from filing the Petitions. 23. Prior to being removed from the Board on June 30, 2017, for cause, Ms. Rose held an actual conflict with respect to her service as a member of the Board in that she resides in the PAA and eviction proceedings are being undertaken to remove her as a tenant as her oral lease agreement was rejected by the Debtors pursuant to an Order dated June 2, 2017 [Doc. 66]. 24. Throughout the course of these bankruptcies, the Officers and Directors will be required to make decisions concerning the operations of the PAA clubhouse and specifically the short term decision to go dark which is directly in contravention to Ms. Rose s desire to remain in possession of her suite at the PAA. 25. Upon information and belief, Ms. Rose s personal agenda and conflicts are likely the root of her antagonistic actions against the Directors. BANK_FIN:

44 Case JAD Doc Filed 08/21/17 Entered 08/21/17 20:59:53 Desc Exhibit Adversary Action Complaint Page 5 of On June 30, 2017, by a quorum of nine (9 Directors, Defendant was unanimously removed from the Board for cause including but not limited to: (i breach of fiduciary duties; (ii conflict of interest; and (iii waste of corporate assets. 27. On June 1, 2017, post-petition, Ms. Rose filed a Praecipe for Writ of Summons against the Directors each individually and as Officer[s] and/or Members of the Boards of Directors of the [Debtors] in the Court of Common Pleas of Allegheny County, Pennsylvania (the State Court entitled Yvonne L. Rose, individually and as a Member and Director of the Pittsburgh Athletic Association, Inc. and the Pittsburgh Athletic Association Land Company, Inc., v. James A. Sheehan, Thomas Blake Stanton, Jonathan Glance and Thomas P. Trimbur, each individually and as Officers and/or Member[s] of the Boards of Directors of the Pittsburgh Athletic Association, Inc. and the Pittsburgh Athletic Association Land Company, Inc., Case No. GD (the State Court Action. A true and correct copy of the Writ of Summons is attached hereto as Exhibit A. 28. Ms. Rose did not name Kenneth Linamen as Defendant in the State Court Action. Mr. Linamen is the Treasurer of the PAA and the PAA-LC and voted in favor of these bankruptcies being filed by the Debtors. 29. A complaint has not yet been filed in the State Court Action; however, on June 2, 2017, before this Court, Ms. Rose s counsel, Thomas Michael, Esquire, stated: The board is not properly constituted.... The by laws as presently constituted require a board of 18 members elected at the annual meeting. In the by-laws as specifically it requires eight members to have a quorum and as the Court well knows, board of directors cannot operate if it doesn t have a quorum.... At approximately April 24th I believe the date was they held the annual meetings set up in January. They held it on April 24th. An 18-member board was elected.... On the 25th board members started to resign. They now have -- they went down to about four members and the past president who is Mr. Trimbur. At the time they did not have a quorum. They don t have a quorum to this day.... And I would submit to the Court that everything they ve done after April 25th when they no longer had a quorum is void ab initio and we will raise that in other motions at another time. Case No , Doc. 85, Trial Tr. 100:2-102:1, June 2, BANK_FIN:

45 Case JAD Doc Filed 08/21/17 Entered 08/21/17 20:59:53 Desc Exhibit Adversary Action Complaint Page 6 of In an dated June 13, 2017, Ms. Rose stated the following to help discern the substance of the State Court Action (the June 13, 2017, Blake's directives to our staff, secret meetings, tours and discussions, directing our paa staff to keep information from me, Jonathan's refusal to provide meeting minutes, operating without a proper Board, forcing me to sign confidentiality agreement that we have never, in our history, required before, cavalier attempt to fill the Board since I proposed candidates on April 25 and denying willing Board members because you do not support their prior 'transactions' or their disposition (or their long hair, on one occasion, Tom's consistent dismissal of my input on all matters and the way the insurance was handled, dismantling committees, meetings not properly noticed, not being transparent with members and overall the inappropriate treatment I have experienced consistently by this Board. Not to mention the unprofessional language used in our meetings. The list goes on.... I do not believe Jordan and Bill are in a valid position to make these decisions for our Club as their contracts were not properly vetted or voted upon. We had a GM and full board prior to April 25th. Regarding the parking lot/hotel deal that Jordan's team accidentally included in the Tenant filing, the PAA Board, Committees and Members VOTED on the deal. And the College Club, as of last night, has NOT agreed to vacate and they nor Mr. Clauser were included in the filing. A true and correct copy of the June 13, is attached hereto as Exhibit B. 31. On June 13, 2017, counsel for the Debtors sent an to Mr. Michael seeking clarification on the basis for the filing of the Writ of Summons. Mr. Michael has not responded. A true and correct copy of that is attached hereto as Exhibit C. 32. Ms. Rose has repeatedly attacked the authority of the Directors to take action in these chapter 11 cases. See Response in opposition to Debtor s Expedited Motion to Reject Unexpired Residential Leases, Doc. 47, at 11; see also Response and Objection to Debtors Application for Authority to Employ Holiday Feoglio Fowler, L.P. Pursuant to 11 U.S.C. 327(a and 11 U.S.C. 328(a, Doc. 111, at 17-43; Motion to Appoint Chapter 11 Trustee Pursuant to 11 U.S.C. 1104(a and (b, Doc. 128, at 27 BANK_FIN:

46 Case JAD Doc Filed 08/21/17 Entered 08/21/17 20:59:53 Desc Exhibit Adversary Action Complaint Page 7 of Upon information and belief, the State Court Action is based upon actions taken by the Directors within their official capacities as members of the Board and seeks to attack the legitimacy of the Debtors bankruptcy filings. 34. The Debtors have filed a Notice of Removal to remove the State Court Action to this Court. The Notice of Removal is currently pending in the United States District Court for the Western District of Pennsylvania, Case No. 2:05-mc-02025, Doc On June 20, 2017, the Debtors filed a Praecipe for Rule to File Complaint in the State Court Action requiring Ms. Rose to file a complaint within 20 days. The deadline for Ms. Rose to file her complaint is July 17, Defending against the State Court Action will consume substantial time and resources of the Board. 37. The Board members are essentially serving as the management group of the Debtors and are working to reorganize the Debtors in conjunction with William Krieger, the Chief Restructuring Officer. Diverting the time and energy of the Board from the reorganization effort at a critical time when bankruptcy cases have just been filed and when resources need to be devoted to reorganizing and/or rehabilitating the Debtors and to the formulation of a plan would adversely impact the Debtors ability to promptly and effectively reorganize. 38. Furthermore, the Debtor PAA is a not-for-profit organization whose officers and/or members of their Board are uncompensated volunteers. Further antagonizing of the Directors during this already stressful time of reorganization could lead to an Officer s stagnation or even resignation for fear of liability, which would be detrimental to the Debtors reorganization. The probability of a successful plan of reorganization will be heavily determined by the availability and assistance of the Board in these bankruptcy cases. 39. The personal liability of a corporation s directors for monetary damages may be reduced by the bylaws of the corporation. 15 Pa. C.S. 5713(a. BANK_FIN:

47 Case JAD Doc Filed 08/21/17 Entered 08/21/17 20:59:53 Desc Exhibit Adversary Action Complaint Page 8 of Article V, section 12 of the Debtor PAA s bylaws state, in pertinent part: (1. PERSONAL LIABILITY OF DIRECTORS A Director of the Association shall not be personally liable for monetary damages for any action taken, or any failure to take any action, as a Director, except to the extent that by law... a Directors liability for monetary damages may not be limited. (2. INDEMNIFICATION The Association shall indemnify any person who was, or is a party, or is threatened to be made a party, to any threatened, pending or completed action, suit or proceeding, including actions by or in the right of the Association, whether civil, criminal, administrative, or investigative, by reason of the fact that such person is, or was, a Director or Officer of the Association, or is, or was, serving while a Director or Officer of the Association, at the request of the Association, as a Director, Officer, employee, agent, fiduciary, or other representative of another corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise, against expenses (including attorneys fees, judgments, fines, excise taxes, and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding to the full extent permissible under Pennsylvania law. (3. ADVANCEMENT OF EXPENSES Reasonable expenses incurred by an Officer or Director of the Association in defending a civil or criminal action, suit, or proceeding described in (2 shall be paid by the Association in advance of the final disposition of such action, suit, or proceeding upon receipt of an undertaking by or on behalf of such person to repay such amount if it shall ultimately be determined that the person is not entitled to be indemnified by the Association. 41. Further, 42 Pa. C.S (a provides qualified immunity for directors serving without compensation:... no person who serves without compensation, other than reimbursement for actual expenses, as an officer, director or trustee of any nonprofit organization under section 501(c(3 of the Internal Revenue Code (26 U.S.C. 501(c(3 shall be liable for any civil damages as a result of any acts or omissions relating solely to the performance of his duties as an officer, director or trustee Should the State Court Action be allowed to proceed, the Directors may file proofs of claim in these chapter 11 cases asserting contingent, unliquidated claims for indemnification of any damages awarded under the State Court Action pursuant to state law and the Bylaws of the Debtors. BANK_FIN:

48 Case JAD Doc Filed 08/21/17 Entered 08/21/17 20:59:53 Desc Exhibit Adversary Action Complaint Page 9 of Additional evidence of Ms. Rose s continued attack on the Debtors and the Board is the fact that on July 3, 2017, arguably in retaliation for her removal as a Board member, Ms. Rose filed a Motion to Appoint a Trustee at Docket No RELIEF REQUESTED 44. By this Complaint, the Debtors seek, pursuant to sections 105(a and 362(a of the Bankruptcy Code, Federal Rule 65, and Bankruptcy Rules 7001 and 7065, to extend the automatic stay to the Board members and to enjoin the State Court Action and any law suits not yet brought by Ms. Rose against the Directors in their capacity, or for actions taken in their capacity as officers and/or members of the Board. BASIS FOR RELIEF REQUESTED 45. This Court has subject matter jurisdiction over this matter because the State Court Action (i appears to be a challenge to the legitimacy of the Debtors bankruptcy cases, (ii will substantially and adversely impact the Debtors reorganization, and (iii will obligate the Debtors to indemnify the Directors. 46. This Court has the authority to extend the stay to the Directors under 11 U.S.C. 362(a because of the unusual circumstances here, mainly that (i Ms. Rose, through the State Court Action, seeks to detrimentally influence the Debtors chapter 11 cases, (ii the Debtors will be compelled to defend the State Court Action because it attacks the legitimacy of the Debtors chapter 11 cases and to limit their liability under their indemnification obligations to the Board members, (iii defending against the State Court Action will divert the time and resources of the Debtors and the Baord from developing a plan of reorganization, and (iv Debtors are the real party defendant in the State Court Action because they are obligated to indemnify the Directors for any litigation expenses accrued and any damages awarded in relation to the State Court Action. 47. Respectfully, this Court has the authority to enjoin the State Court Action under 11 U.S.C. 105 because the Debtors will be irreparably injured if Ms. Rose is allowed to continue her sub BANK_FIN:

49 Case JAD Doc Filed 08/21/17 Entered 08/21/17 20:59:53 Desc Exhibit Adversary Action Complaint Page 10 of 28 rosa attack against these chapter 11 cases and influence the Debtors reorganization through the State Court Action, diverting the time and resources of the Debtors and the Directors at an vital period of the Debtors reorganization. A. Jurisdiction 48. The State Court Action appears to be little more than an attempt to collaterally attack the original and exclusive jurisdiction of this Court by bringing a sub rosa motion to dismiss in the State Court. The State Court, however, lacks jurisdiction to adjudicate any challenge to the bankruptcy filings. 49. The Defendant alleges that certain actions taken by the Board members were not properly authorized; however, the Defendant has not filed a motion before this Court to contest the filing of the Debtors bankruptcy filings, which is the appropriate avenue to raise such arguments under Rules 1017 and 9014 of the Fed.R.Bankr.P., as required by W.D.Pa. LBR 9013(c, and as the Court expressly stated during the June 2, 2017 hearing on the First-Day Motions. See Trial Tr. 117:23-118:4, June 2, Courts in this Circuit have held that diverting the time and energy of key personnel form the reorganization effort at a critical time in the formulation of a plan, adversely impacting the ability to promptly and effectively reorganize, is sufficient basis to establish related to jurisdiction. See In re Union Trust Philadelphia, LLC, 460 B.R. 644, 657 (E.D.PA 2011; In re Philadelphia Newspapers, LLC, 407 B.R. 606, 614 (E.D.PA 2009; In re Philadelphia Newspapers, LLC (hereinafter; Philadelphia Newspapers II, 423 B.R. 98, 103 (E.D.PA The Directors are the key management group for the Debtors and are deeply involved with the Debtors reorganization. The PAA only employs six employees and the Directors are substantially involved with the daily operations, financial affairs, management and business decisions, and assisting the Debtors professionals with developing a successful plan of reorganization. 52. The Defendant is simply causing the Debtors to waste their limited assets in responding to these improper arguments to the detriment of the estate and the creditor body, and only serves as a distraction to the ultimate goals of preserving the PAA, in some form, for its members while realizing the highest and best value of the estates assets. The Debtors reorganization efforts will be substantially and BANK_FIN:

50 Case JAD Doc Filed 08/21/17 Entered 08/21/17 20:59:53 Desc Exhibit Adversary Action Complaint Page 11 of 28 adversely affected by the continuation of the State Court Action because it will consume significant time and resources of the Directors, limiting the time and resources available to assist the Debtors with their reorganization. 53. Defendant seeks to discourage the full and vigorous participation of the Directors in these Bankruptcy Cases. All of the Directors are volunteers and are not deriving compensation from their service as members of the Board. Respondent seeks to use the threat of litigation to discourage the Directors from participation in these Bankruptcy Cases. This Court should not countenance such conduct. 54. By questioning the legitimacy of the bankruptcy filings and threatening the personal assets of the Directors, Ms. Rose is attempting to undo the bankruptcy filings, detrimentally influence the Debtors bankruptcy cases, and subvert the purposes of the Bankruptcy Code. 55. The State Court Action and the Motion to Appoint when viewed together constitute a direct attack on both the Debtors and their Boards. Therefore, this dispute should only proceed before the Bankruptcy Court. 56. Additionally, Ms. Rose appears to be seeking damages against the Directors for actions conducted in their official capacities as officers and/or members of the Board. The Directors may file proofs of claim seeking indemnity for such actions with the Court. The Debtors Bylaws obligate the Debtors to indemnify the Directors for any such damages awarded as well as the expenses accrued in defending the State Court Action. Because the Debtors risk being liable for the indemnification claims, the Debtors will be compelled to intervene and defend the Directors in the State Court Action. 2 The State Court Action will adversely affect the reorganization due to the consumption of the time and resources of the Debtors key personnel and the Debtors contractual obligations to indemnify the Directors; and, therefore, this Court has related to jurisdiction. 2 See In re American Film Technologies, Inc., 175 B.R. 847, 852 (Bankr.D.Del (finding that a [d]ebtor will be compelled to defend [their agents] because of legitimate indemnity and collateral estoppels concerns as fully as if it were a named defendant. (citations omitted. BANK_FIN: