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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE ---

In re:

CITY SPORTS, INC., et. al.,1

Debtors. --- x : : : : : : : : x Chapter 11 Case No. 15-12054 (KG) Jointly Administered

Hearing Date: Nov. 9, 2015 at 3:00 p.m. (ET) Obj. Deadline: Nov. 2, 2015 at 4:00 p.m. (ET)

APPLICATION OF THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS TO AUTHORIZE THE EMPLOYMENT AND RETENTION OF

THE ROSNER LAW GROUP LLC AS DELAWARE COUNSEL NUNC PRO TUNC TO OCTOBER 15, 2015

The Official Committee of Unsecured Creditors (the “Committee”) hereby submits this application (the “Application”) for the entry of an order, substantially in the form attached hereto as Exhibit A, authorizing the Committee to employ and retain The Rosner Law Group LLC (“RLG”) as its Delaware counsel nunc pro tunc to October 15, 2015, pursuant to sections 328(a) and 1103(a) of title 11 of the United States Code, §§ 101-1532 (the “Bankruptcy Code”), Rule 2014(a) of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), and Rule 2014-1 of the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of Delaware (the “Local Rules”). In support of this Application, the Committee respectfully states as follows:

JURISDICTION

1. This Court has jurisdiction to consider this Application under 28 U.S.C. §§ 157 and 1334. This matter is a core proceeding within the meaning of 28 U.S.C. § 157(b). Venue of this proceeding and this Application in this District is proper under 28 U.S.C. §§ 1408 and 1409.

1 The Debtors in these Chapter 11 Cases, together with the last four digits of each Debtor’s federal tax identification number, are

as follows: City Sports, Inc. (6205); and City Sports-DC, LLC (6205). The mailing address for the Debtors, solely for purposes of notices and communications, is: 77 N. Washington Street, Boston, MA 02114.

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The statutory bases for the relief requested herein are sections 328(a) and 1103 of the Bankruptcy Code, Bankruptcy Rule 2014(a) and Local Rule 2014-1.

BACKGROUND

2. On October 5, 2015 (the “Petition Date”), the Debtors filed their respective voluntary petitions for relief under chapter 11 of the Bankruptcy Code (the “Chapter 11 Cases”). The Debtors are operating their business and managing their properties as debtors and debtors-in-possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code.

3. On October 15, 2015, the United States Trustee appointed the Committee to represent the interests of all unsecured creditors of the Debtors pursuant to section 1102 of the Bankruptcy Code. The members appointed to the Committee are: (i) Nike USA, Inc.; (ii) Under Armour, Inc.; (iii) Patagonia, Inc.; (iv) adidas America, Inc.; (v) Chillybears, Inc.; (vi) Centre Manhasset, LLC; and (vii) VF Outdoor, Inc.

4. On October 15, 2015, the Committee elected to retain Cooley LLP (“Cooley”) to serve as lead counsel and RLG to serve as its Delaware counsel.

RETENTION OF THE ROSNER LAW GROUP LLC

5. The Committee seeks to employ RLG as its Delaware counsel to represent it and perform services for the Committee in connection with carrying out its duties and responsibilities under the Bankruptcy Code during these Chapter 11 Cases.

6. Pursuant to section 1103(a) of the Bankruptcy Code, a committee appointed under section 1102 of the Bankruptcy Code may, with the Court’s approval, select one or more attorneys, accountants, or other agents to perform services for such committee. Pursuant to section 1103(a) of the Bankruptcy Code, the Committee requests that the Court approve the employment of RLG as its Delaware counsel in these Chapter 11 Cases. The Committee seeks

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approval of such retention nunc pro tunc to October 15, 2015, because the Committee required RLG to begin work immediately to effectively represent the Committee.

7. By separate application, the Committee is seeking to employ and retain Cooley as its lead counsel in these Chapter 11 Cases. Pursuant to Local Rule 9010-1(c), the Committee is required to retain Delaware counsel as well. Cooley and RLG will seek to avoid and/or minimize duplication of services rendered to the Committee in these Chapter 11 Cases.

8. The Committee has selected RLG as its Delaware counsel because of the firm’s extensive experience and knowledge in the field of creditors’ rights, business reorganizations and liquidations under chapter 11 of the Bankruptcy Code, its expertise, experience, and knowledge practicing before this Court, its proximity to the Court and its ability to respond quickly to emergency hearings and other emergency matters in this Court, and because RLG agreed to discount its regular hourly rates for services performed in connection with these Chapter 11 Cases. The Committee believes that RLG is both well qualified and able to represent it in these Chapter 11 Cases in a most efficient and timely manner.

9. The Committee believes that the services of RLG are necessary to enable it to execute faithfully its statutory duties. RLG will render the following professional services:

a. provide legal advice regarding local rules, practices, and procedures and provide substantive and strategic advice on how to accomplish the Committee’s goals in connection with the prosecution of this case, bearing in mind that the Court relies on Delaware counsel such as RLG to be involved in all aspects of this bankruptcy case;

b. review, comment upon and/or prepare drafts of documents to be filed with the Court as Delaware counsel to the Committee and conform same to local practice and procedure;

c. appear in Court and at any meeting with the U.S. Trustee and any meeting of creditors at any given time on behalf of the Committee as its Delaware counsel; Case 15-12054-KG Doc 128 Filed 10/21/15 Page 3 of 5

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d. perform various services in connection with the administration of these cases including, without limitation, (i) preparing certificates of no objection, certifications of counsel, notices of fee applications and hearings, and hearing binders of documents and pleadings, (ii) monitoring the docket for filings and coordinating with Cooley on pending matters that need responses, (iii) preparing and maintaining critical dates memoranda to monitor pending applications, motions, hearing dates and other matters and the deadlines associated with the same, and (iv) handling inquiries and calls from creditors and counsel to interested parties regarding pending matters and the general status of these cases and coordinating with Cooley on any necessary responses;

e. perform such other services assigned by the Committee, in consultation with Cooley, to RLG as Delaware counsel to the Committee.

10. RLG has stated its desire and willingness to act in these Chapter 11 Cases and to render the necessary professional services as Delaware counsel to the Committee. Furthermore, to the best of the Committee’s knowledge, RLG does not have any connection with or any interest adverse to that of the Committee, the Debtors’ creditors, or any other party in interest, or their respective attorneys, except as may be set forth in the Declaration of Frederick B. Rosner (the “Rosner Declaration”), a copy of which is attached hereto as Exhibit B, or in any supplemental declaration.

11. RLG intends to apply to the Court for allowance of compensation and reimbursement of expenses in accordance with applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, and the Local Rules. The Committee, subject to the provisions of the Bankruptcy Code, the Bankruptcy Rules and the Local Rules, proposes that RLG be paid the discounted hourly rates set forth in the Rosner Declaration. The Committee submits that these rates are reasonable.

12. As part of the compensation payable to RLG, the Committee agrees that RLG shall be indemnified and be entitled to payment from the Debtors’ estates, subject to approval by the Court pursuant to 11 U.S.C. §§ 330 and 331, for any fees, costs or expenses, arising out of

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the successful defense of any fee application by RLG in these bankruptcy cases in response to any objection to its fees or expenses in these Chapter 11 Cases.

DISINTERESTEDNESS OF THE ROSNER LAW GROUP LLC

13. To the best of the Committee’s knowledge, information and belief, and except as set forth in the Rosner Declaration, RLG does not hold any interest adverse to the Committee or the Debtors’ Estates, is a “disinterested person” as defined in section 101(14) of the Bankruptcy Code and, while employed by the Committee, will not represent any person having an adverse interest in connection with these cases or any other entity.

NO PRIOR REQUEST

14. No prior request for the relief sought in this Application has been made to this or any other court.

WHEREFORE, for the reasons set forth herein, the Committee respectfully requests that the Court enter an order, substantially in the form attached hereto as Exhibit A, (i) granting this Application, (ii) authorizing the Committee to retain and employ RLG as its Delaware counsel

nunc pro tunc to October 15, 2015 and (iii) granting such other and further relief the Court

deems just and proper. Dated: October 21, 2015

Respectfully submitted,

THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS OF CITY SPORTS, INC., ET AL.

By: /s/ Lisa Long

VF Outdoor, LLC f/k/a VF Outdoor, Inc. Committee Chairperson

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Exhibit A

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE ---

In re:

CITY SPORTS, INC., et. al.,1

Debtors. --- x : : : : : : x Chapter 11 Case No. 15-12054 (KG) Jointly Administered Re: D.I. ____

ORDER AUTHORIZING THE RETENTION AND

EMPLOYMENT OF THE ROSNER LAW GROUP LLC AS DELAWARE COUNSEL TO THE COMMITTEE NUNC PRO TUNC TO OCTOBER 15, 2015

Upon the application (the “Application”)2 of the Official Committee of Unsecured Creditors (the “Committee”) in the Chapter 11 Cases of the above-captioned debtors and debtors-in-possession (the “Debtors”) to authorize the Committee to retain and employ The Rosner Law Group LLC (“RLG”) as its Delaware bankruptcy counsel nunc pro tunc to October 15, 2015; and the Court having reviewed the Application, and the Court finding that: (a) the Court has jurisdiction over this Application pursuant to 28 U.S.C. §§ 157 and 1334; (b) this is a core proceeding pursuant to 28 U.S.C. § 157(b)(2)(A); (c) notice of the Application has been provided to: (i) the U.S. Trustee; (ii) counsel to the Debtors; and (iii) all parties requesting notice pursuant to Bankruptcy Rule 2002; and such notice was due and sufficient under the circumstances and no other or further notice need be provided; and the Court having considered the Application and the Rosner Declaration; and the Court having determined that the legal and factual bases set forth in the Application and the Rosner Declaration establish cause for the relief granted herein; and after due deliberation and sufficient cause appearing therefor,

1 The Debtors in these Chapter 11 Cases, together with the last four digits of each Debtor’s federal tax identification number, are

as follows: City Sports, Inc. (6205); and City Sports-DC, LLC (6205). The mailing address for the Debtors, solely for purposes of notices and communications, is: 77 N. Washington Street, Boston, MA 02114.

2 Capitalized terms not defined herein shall have the meanings ascribed to them in the Application.

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IT IS HEREBY ORDERED THAT: 1. The Application is GRANTED.

2. The Committee be, and hereby is, authorized to employ and retain RLG as its Delaware counsel, nunc pro tunc to October 15, 2015, in accordance with the terms and conditions set forth in the Application.

3. RLG shall be compensated in accordance with the procedures set forth in sections 330 and 331 of the Bankruptcy Code, applicable Bankruptcy Rules, the Local Rules, and any Order entered by this Court with respect to compensation of professionals.

4. RLG shall apply for compensation in connection with the Debtors’ Chapter 11 Cases in compliance with sections 330 and 331 of the Bankruptcy Code and applicable provisions of the Bankruptcy Rules, Local Rules and any other applicable procedures and orders of the Court.

5. RLG shall not charge a markup with respect to fees billed by contract attorneys who are hired by RLG to provide services to the Committee and RLG shall ensure that any such contract attorneys are subject to conflict checks and disclosures in accordance with the requirements of the Bankruptcy Code and Bankruptcy Rules. For the avoidance of doubt, RLG shall not share fees with existing or future contract attorneys who advise on these Chapter 11 Cases or enter into fee sharing arrangements with such contract attorneys. Notwithstanding anything to the contrary in the Application or the Rosner Declaration, RLG shall not be reimbursed for any secretarial or other overtime charges, if any, incurred in connection with these Chapter 11 Cases. RLG shall not charge the estate for office supplies.

6. The Committee is authorized to take all actions necessary to effectuate the relief granted pursuant to this Order in accordance with the Application.

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7. The Court shall retain jurisdiction over any and all issues arising from or related to the implementation and interpretation of this Order.

Dated: ___________________, 2015

Wilmington, Delaware ______________________________________ UNITED STATES BANKRUPTCY JUDGE Case 15-12054-KG Doc 128-1 Filed 10/21/15 Page 4 of 4

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Exhibit B

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

x

In re: : Chapter 11

CITY SPORTS, INC., et. aL, I Case No. 15-12054 (KG)

Debtors. Jointly Administered

x

DECLARATION OF FREDERICK B. ROSNER I, Frederick B. Rosner, state as follows:

1. I am an attorney admitted to practice in the State of Delaware and before this Court, and the sole member of The Rosner Law Group LLC ("RLG"). RLG is a Delaware law firm with offices at 824 North Market Street, Suite 810, Wilmington, Delaware 19801.

2. I submit this declaration in support of the application (the "Application") 2 of the Official Committee of Unsecured Creditors (the "Committee") in these Chapter 11 Cases of the above-captioned debtor and debtor-in-possession (the "Debtor") for an order approving the employment and retention of RLG as its Delaware counsel in compliance with and to provide disclosure pursuant to sections 1102 and 504 of the Bankruptcy Code, Rules 2014(a) and 2016(b) of the Bankruptcy Rules, and Rule 2014-1 of the Local Rules. Unless otherwise stated in this declaration, I have personal knowledge of the facts hereinafter set forth. To the extent that any information disclosed herein requires amendment or modification upon RLG's completion of further analysis or as additional creditor information becomes available to it, a supplemental declaration will be submitted to the Court. Subject to approval of this Court and in compliance with the applicable provisions of the Bankruptcy Code, the Bankruptcy Rules and the Local

1 The Debtors in these Chapter 11 Cases, together with the last four digits of each Debtor's federal tax identification number, are as follows: City Sports, Inc. (6205); and City Sports-DC, LLC (6205). The mailing address for the Debtors, solely for purposes of notices and communications, is: 77 N. Washington Street, Boston, MA 02114.

2 Capitalized terms not defined herein shall have the meanings ascribed to them in the Application.

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Rules, RLG intends to apply for compensation for professional services rendered in connection with these Chapter 11 Cases, plus reimbursement of actual, necessary expenses and other charges incurred by RLG. The principal professionals and paraprofessionals designated to represent the Committee and the discounted hourly rates they will charge on this matter are as follows:

(a) Frederick B. Rosner $250 per hour

(b) Scott Leonhardt $250 per hour

(c) Julia Klein $250 per hour

(d) Frederick Sassier (paralegal) $200 per hour

(e) Law Clerk $200 per hour

3. RLG's rates are set at a level designed to compensate RLG fairly for the work of their attorneys and paralegals and to cover fixed and routine overhead expenses. The hourly rates set forth above are discounted as an accommodation to the Committee and the Debtors' estates. The hourly rates set forth above are RLG's discounted hourly rates for work of this nature.

4. It is RLG's policy to charge its clients in all areas of practice for expenses (except overhead expenses) incurred in connection with the client's case. The expenses charged to clients include, among other things, regular postage and express mail charges, special or hand delivery charges, document processing, printing/photocopying/scanning charges, travel expenses, expenses for "working meals," computerized research and transcription costs. RLG will charge the Committee in a manner and at rates consistent with charges made generally to RLG's other clients or as fixed by this Court.

5. By separate application, the Committee asked the Court to approve the retention of Cooley LLP ("Cooley") as primary counsel with respect to the above-captioned Chapter 11

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Cases. RLG will work with Cooley to avoid duplication of efforts in connection with these Chapter 11 Cases. RLG proposes primarily (but without limitation) to provide the following services for its engagement in these cases as Delaware bankruptcy counsel:

a. providing legal advice regarding local rules, practices, and procedures and providing substantive and strategic advice on how to accomplish the Committee's goals in connection with the prosecution of these cases, bearing in mind that the Court relies on Delaware counsel such as RLG to be involved in all aspects of these bankruptcy cases;

b. reviewing, commenting and/or preparing drafts of documents to be filed with the Court as Delaware counsel to the Committee and conforming same to local rules and practice;

c. appearing in Court and at any meeting with the U.S. Trustee and any meeting of creditors at any given time on behalf of the Committee as their Delaware counsel; d. performing various services in connection with the administration of these cases,

including, without limitation, (i) preparing certificates of no objection, certifications of counsel, notices of fee applications and hearings, and hearing binders of documents and pleadings, (ii) monitoring the docket for filings and coordinating with Cooley on pending matters that need responses, (iii) preparing and maintaining critical dates memoranda to monitor pending applications, motions, hearing dates and other matters and the deadlines associated with the same, and (iv) handling inquiries and calls from creditors and counsel to interested parties regarding pending matters and the general status of these cases and coordinating with Cooley on any necessary responses;

e. performing such other services assigned by the Committee, in consultation with Cooley, to RLG as Delaware counsel to the Committee or by Cooley or RLG.

6. In preparing this Declaration, RLG reviewed the lists of persons and entities disclosed by the Debtor who may be parties in interest in these Chapter 11 Cases (the "Parties in Interest"), a copy which is annexed hereto. RLG has in the past represented, currently represents and/or may in the future represent, in matters wholly unrelated to the Debtor or these Chapter 11 Cases, certain Parties in Interest (the "Unrelated Matters"). For any such Unrelated Matter, however, it does not involve either: (a) the billing of fees in excess of one half of one percent

(0.5%) of RLG's annual fees billed or, (b) in the aggregate for any affiliated group of entities, 4

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exceed one percent (1%) of RLG's annual fees billed. In any event, RLG will not represent any of the Parties in Interest in any aspect of these Chapter 11 Cases, except as set forth in paragraph 8 below.

7. RLG has not received a retainer in these Chapter 11 Cases.

8. I do not believe there is any connection or interest (as such terms are used in section 101(14) of the Bankruptcy Code and Bankruptcy Rule 2014(a)) between RLG and (i) the U.S. Trustee or any person employed by the Office of the U.S. Trustee or (ii) any counsel, accountants, financial consultants and investment bankers who represent or may represent claimants or other parties in interest in these Chapter 11 Cases, except that: (a) RLG presently serves as Delaware counsel to Hilson Management Corporation, as agent for 390 Fifth LLC

("Landlord"), in these Chapter 11 Cases. On October 9, 2015, the Debtors filed an omnibus motion seeking to reject Landlord's lease as of October 31, 2015. See D.I. 69. It is not

anticipated that Landlord will object to the rejection of its lease. (b) Katharina Earle presently is a Judicial Clerk and used to work part time at RLG.

9. In addition, as part of its practice, RLG appears in cases, proceedings and transactions involving many different attorneys, counsel, accountants, financial consultants and investment bankers, some of which now or may in the future represent claimants and parties in interest in these cases. RLG has not and will not represent any such entities in relation to these Chapter 11 Cases nor have any relationship with any such entities that would be adverse to the Committee or its interests in the matters upon which RLG is to be employed.

10. RLG does not hold any interest adverse to the Committee or the Debtor, and will not, while employed to represent the Committee in these Chapter 11 Cases, represent any entity having an adverse interest in connection with these cases.

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11. Except as set forth herein, and based upon the information available to me, neither I, RLG nor any associate thereof, insofar as I have been able to ascertain, holds or represents any interest adverse to the Committee in the matters upon which RLG is to be employed. Based upon the information available to me, I believe that RLG is a "disinterested person" as that term is defined in section 101(14) of the Bankruptcy Code.

12. The proposed engagement of RLG is not prohibited by or improper under

Bankruptcy Rule 5002(a).

13. No promises have been received by RLG, or me, as to compensation in

connection with this case other than in accordance with the provisions of the Bankruptcy Code, the Bankruptcy Rules and the Local Rules. RLG has no agreement with any other entity to share with such entity any compensation received by RLG.

Pursuant to 28 U.S.C. § 1746, I declare under penalty of perjury that the foregoing is true and correct.

Dated: October 21, 2015 Wilmington, Delaware

/s/ Frederick B. Rosner

Frederick B. Rosner (DE #3995)

6

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Debtors City Sports, Inc. City Sports-DC, LLC

Officers and Board of Directors Tom Stemberg Robert Spellman RoAnn Costin Alex Alimanestianu Todd Krasnow Martin Hanaka Andrew Almquist Equity Holders

Highland Consumer Fund 1 Limited Partnership Highland Consumer Fund 1-B Limited Partnership Highland Consumer Entrepreneurs Fund I Limited Partnership

Marnichan RoAnn Costin Alex Alimenstianu

Matt Levin, c/o Bain Capital Peter and Carolyn Lynch

The Lynch Foundation u/a 7/14/88

Peter S. and Carolyn A. Lynch Charitable Lead Annuity Trust

CS Investment Partners, LLC Marnichan 2003 Tribeca Trust Edward Albertian Michael Kennedy Kathleen Callan Phillip C. Drews Robert S. Wittmann Sean Scales Dylan Bruntil Susan Rogato Gregory McEacheron Stella Quatrano Brian Trask Herbert Mines Secured Creditors Wells Fargo Bank, NA

Restructuring Professionals FTI Consulting EisnerAmper DLA Piper Utility Providers Aqua Pennsylvania Burlington Electric

Citrix Goto Webinar/Voice Audio Service Cogent Communications

Comcast

Con Edison Solutions Con Edison

DSCI

Devany Fuel (Oil) East Coast Power and Gas Elizabethtown Gas

Everest Broadband Networks Eversource

Narragansett Bay Commission (Water) National Grid

New Jersey American Water Pepco

Providence Water PSE&G

PSE&G of LI

Reading Municipal Light Dept. Realinx Main

Sovernet

Town of Wellesley (electric/water/sewer) Verizon Verizon Wireless Shippers Eastern Connection FedEx Freight Gordon Logistics Marks Logistics Penske Truck Leasing

RR Donnelley Logistics Services Wordwide, Inc. Taxing Authorities

State of Massachusetts

State of New York, Department of Taxation and Finance State of Pennsylvania, Bureau of Corporation Taxes State of Rhode Island, Office of the Director of Revenue State of Maryland,

Washington, D.C.

State of Virginia, Department of Taxation State of Vermont, Department of Taxes State of New Jersey, Division of Taxation State of Delaware, Division of Corporations City of Philadelphia, Business Use and Occupancy City of Baltimore

Montgomery County, MD

Department of Revenue / City of Boston Lower Merion County Pennsylvania City of Providence, RI

Radnor Township County — Pennsylvania Internal Revenue Service

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Top 30 Creditors Nike USA, Inc.

Under Armour Performance App. Asics America Corporation Patagonia, Inc.

The North Face Brooks Sports, Inc. Adidas America, Inc. New Balance

Encore Construction, Inc. Les Etoiles

Saucony Inc.

50 Broadway Realty Corp ChillyBear

Warnaco Swimwear, Inc. Moving Comfort Mizuno Sports, Inc. Go Pro, Inc.

Wynit Distribution LLC Converse

Wilson Sporting Good Company Reebok

Chestnut Hill Shopping Center TYR Sport Inc.

Babolat

Centre Manhassat, LLC

Federal Real Estate Investment Trust Smith Optics Nathan Sports GO Fit Alternative Apparel Babolat Centre Manhassat, LLC

Federal Real Estate Investment Trust Smith Optics

Nathan Sports GO Fit

Alternative Apparel

Office of the United States Trustee T. Patrick Tinker David Buchbinder Linda Casey Natalie Cox Timothy J. Fox, Jr. Benjamin Hackman Mark Kenney Jane Leamy Hannah M. McCollum Tiara Patton Juliet Sarkessian Richard Schepacarter Landlords 77 NW, LLC Columbia LLC 1111 19th St.

Oxford BIT Gallery Place Property Owner LLC Babcock Towers

Chestnut Hill Shopping Center Two Twenty Two Berkeley Brattle Square Office Building Co Amerishop LP

1608 Walnut St, Midwood Management 11 Bromfield Dev. Partners LLC, c/o Midwood Management Corp

Lesley University Operations Farview, Inc

Hilson Management as agent for 390 Fifth LLC Street Retail Inc Prop 1020

6448 Realty Assoc, LLC Legacy Place Properties, LLC

Georgetown Renaissance, LP, c/o EastBanc, Inc Bernardi Family Trust

Lancaster Wayne Assoc, LP

PFA-B Silver Spring, LC, c/o The Peterson Companies Nick & Morrissey Development, LLC

50 Broadway Realty Corp

MA-225 Franklin Street Owner, LLC 151 Associates, LLC

Centre Manhasset LLC

Federal Realty Investment Trust Eskridge (E&A) LLC

D.R. Properties, LLC Dicenso - Wilmington, LLC Insurance Providers Travelers Indemnity Co

Traveler's Casualty & Surety Co

Westchester Fire Insurance Co (Travelers) Charter Oak Fire (Travelers)

Ace

Charter Oak Fire (Travelers) Travelers Property Casualty Phoenix Insurance Co

Retail Association of Massachusetts (First Cardinal)

US Bankruptcy Judges Brendan L. Shannon Kevin J. Carey Kevin Gross

Laurie Selber Silverstein Christopher S. Sontchi Mary F. Walrath

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE ---

In re:

CITY SPORTS, INC., et. al.,1

Debtors. --- x : : : : : : : : x Chapter 11 Case No. 15-12054 (KG) Jointly Administered

Hearing Date: Nov. 9, 2015 at 3:00 p.m. (ET) Obj. Deadline: Nov. 2, 2015 at 4:00 p.m. (ET)

APPLICATION OF THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS TO AUTHORIZE THE EMPLOYMENT AND RETENTION OF

THE ROSNER LAW GROUP LLC AS DELAWARE COUNSEL NUNC PRO TUNC TO OCTOBER 15, 2015

PLEASE TAKE NOTICE that, on October 21, 2015, the Official Committee of Unsecured Creditors (the “Committee”) filed an Application (the “Application”) for an Order Authorizing and Approving the Employment and Retention of The Rosner Law Group LLC as Delaware Counsel to the Committee Nunc Pro Tunc to October 15, 2015 with the United States Bankruptcy Court for the District of Delaware (the “Court”).

PLEASE TAKE FURTHER NOTICE that any response or objection to the Application must be in writing, filed with the Clerk of the Bankruptcy Court, 824 North Market Street, 3rd Floor, Wilmington, Delaware 19801, and served upon and received by the undersigned proposed counsel for the Committee on or before November 2, 2015 at 4:00 p.m. (Prevailing Eastern Time) (the “Objection Deadline”).

PLEASE TAKE FURTHER NOTICE that if an objection is timely filed, served and received and such objection is not otherwise timely resolved, a hearing to consider such objection and the Application will be held before the Honorable Kevin Gross, United States

1 The Debtors in these Chapter 11 Cases, together with the last four digits of each Debtor’s federal tax identification number, are

as follows: City Sports, Inc. (6205); and City Sports-DC, LLC (6205). The mailing address for the Debtors, solely for purposes of notices and communications, is: 77 N. Washington Street, Boston, MA 02114.

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Bankruptcy Judge, at the Bankruptcy Court, 824 North Market Street, 6th Floor, Courtroom 3, Wilmington, Delaware 19801 November 9, 2015 at 3:00 p.m. (ET). Only those objections that are timely filed and served so as to be received by the Notice Parties on or before the Objection Deadline will be considered by the Court.

IF NO OBJECTIONS TO THE APPLICATION ARE TIMELY FILED, SERVED AND RECEIVED IN ACCORDANCE WITH THIS NOTICE, THE COURT MAY GRANT THE RELIEF REQUESTED IN THE APPLICATION WITHOUT FURTHER NOTICE OR HEARING.

Dated: October 21, 2015 Wilmington, Delaware

THE ROSNER LAW GROUP LLC

/s/ Julia B. Klein

Frederick B. Rosner, Esq. (DE 3995) Julia B. Klein, Esq. (DE 5198) 824 Market Street, Suite 810 Wilmington, DE 19801 (302) 777-1111 rosner@teamrosner.com klein@teamrosner.com and COOLEY LLP Jay Indyke, Esq. Jeffrey L. Cohen, Esq. Richelle Kalnit, Esq.

1114 Avenue of the Americas New York, NY 10036

T: 212.479.6000 jindyke@cooley.com jcohen@cooley.com rkalnit@cooley.com

Proposed Co-Counsel to the Official Committee of Unsecured Creditors

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