Case 20-12168-CSS Doc 124 Filed 09/30/20 Page 1 of 24
Transcript of Case 20-12168-CSS Doc 124 Filed 09/30/20 Page 1 of 24
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
In re Town Sports International, LLC, et al. ,
Debtors
Case No. 20-12168 (CSS)
File report and attachments with Court and submit copy to United States Trustee within 15 days after order for relief.
INITIAL MONTHLY OPERATING REPORT
Certificates of insurance must name the United States Trustee as a party to be notified in the event of policy cancellation.
Bank accounts and checks must bear the name of the debtor, the case number, and the designation "Debtor in Possession."
Examples of acceptable evidence of Debtor in Possession Bank accounts include voided checks, copy of bank deposit agreement/certificate of authority,
signature card, or corporate checking resolution.
I declare under penalty of perjury (28 U.S.C. Section 1746) that this report and the documents attached
are true and correct to the best of my knowledge and belief.
/s/ Phillip Juhan
Signature of Authorized Individual*
9/30/2020Date
Phillip Juhan
Printed Name of Authorized Individual
Chief Financial Officer
Title
*Authorized individual must be an officer, director, or shareholder if debtor is a corporation; a partner if debtor is a partnership; a manager or member if
debtor is a limited liability company.
REQUIRED DOCUMENTS Document Explanation
12-Month Cash Flow Projection (Form IR-1) Exhibit A: Cash Collateral Budget
Certificates of Insurance: Exhibit B: Attached
Commercial General Liability, Workers Compensation &
Employer's Liability, Automobile Liability, Crime, Property
Liability, Umbrella Liability, Excess Liability and Cyber Liability
Evidence of Debtor in Possession Bank Accounts Exhibit C: Interim Cash
Management Order
http://www.deb.uscourts.gov/
Other:_________________________________
Professional Retainers Paid (Form IR-2) Exhibit D: Attached
Case 20-12168-CSS Doc 124 Filed 09/30/20 Page 1 of 24
EXHIBIT A
Case 20-12168-CSS Doc 124 Filed 09/30/20 Page 2 of 24
6
13-W
eek
Cash
For
ecas
tRe
stric
ted
Gro
up O
nly
-O
vera
ll ca
pita
l nee
ds o
f $86
.9M
incl
udin
g DI
P lo
an o
f $58
.4M
Mat
eria
l risk
exi
sts t
o th
e qu
antu
m o
f Oct
ober
and
Nov
embe
r cas
h re
ceip
ts d
ue to
requ
ests
from
Att
orne
y Ge
nera
ls
($ in
thou
sand
s)D
IP F
undi
ng R
equi
red
Wee
k #
>>1
23
45
67
89
1011
1213
Emer
genc
eW
eek
Endi
ng >
>##
9-18
9-25
10-2
10-9
10-1
610
-23
10-3
011
-611
-13
11-2
011
-27
12-4
12-1
1Co
st
Club
Cas
h Re
ceip
ts1,
155
72
4
96
0
8,
331
78
8
1,
125
77
1
8,
384
80
8
1,
150
71
3
9,
055
83
8
-
Am
ex R
eser
ve
-
-
-
-
-
-
-
-
-
-
-
-
-
-
BA
MS/
FISE
RV R
eser
ve
(500
)
-
-
-
(5
00)
-
(350
)
-
-
(3
50)
-
-
-
-
Ch
arge
back
s(2
40)
(280
)
(2
20)
(130
)
(7
0)
(70)
(7
0)
(110
)
(9
0)
(70)
(7
0)
(90)
(1
00)
-
Tota
l Cas
h Re
ceip
ts$4
16$4
44$7
40$8
,201
$218
$1,0
55$3
51$8
,274
$718
$730
$643
$8,9
65$7
38-
Ope
ratin
g Ca
sh D
isbu
rsem
ents
Supp
lier P
aym
ents
(250
)
(2
50)
(660
)
(6
60)
(660
)
(6
60)
(660
)
(6
16)
(616
)
(6
16)
(616
)
(6
26)
(673
)
-
Util
ities
Res
erve
(800
)
Pa
yrol
l(2
,452
)
-
(2,8
85)
-
(2
,885
)
-
(2,8
85)
-
(2
,797
)
-
(2,7
97)
-
(2
,884
)
-
Be
nefit
s(1
37)
(292
)
(7
5)
(324
)
(7
5)
(324
)
(7
5)
(323
)
(7
5)
(323
)
(7
5)
(324
)
-
-
Rete
ntio
n &
KEI
P / K
ERP
-
-
-
-
-
-
-
-
-
-
-
-
(4,0
38)
-
O
ccup
ancy
-
(7,5
23)
-
-
-
-
(7
,523
)
-
-
-
(7,5
23)
-
-
Occ
upan
cy -
Sept
Stu
b Re
nt-
-
(4
,168
)
-
-
-
-
-
-
-
-
-
-
Insu
ranc
e(2
0)
-
(752
)
(7
52)
(270
)
-
(3
50)
-
-
(20)
(3
50)
-
-
-
Pr
ofes
sion
al F
ees
(300
)
(5
3)
(350
)
(2
9)
(750
)
(1
58)
(45)
(1
,354
)
-
(8)
-
(2
79)
(8,2
50)
-
Pre-
Petit
ion
TLG
Pro
fess
iona
l Fee
s(1
,020
)
Mar
ketin
g &
Pro
mot
ion
-
-
(50)
(5
0)
(50)
(5
0)
(50)
(5
0)
(50)
(5
0)
(50)
(5
0)
(50)
-
Trav
el &
Ent
erta
inm
ent
(20)
-
(2
0)
-
(20)
-
(2
0)
-
(20)
-
(2
0)
-
(20)
-
Vehi
cle
Expe
nse
(9)
(9
)
(9)
(9
)
(9)
(9
)
(9)
(9
)
(9)
(9
)
(9)
(9
)
(9)
-
O
ther
(114
)
(1
14)
(528
)
(6
28)
(503
)
(5
03)
(503
)
(6
03)
(503
)
(5
03)
(503
)
(5
03)
(523
)
-
Taxe
s-
(7
0)
-
-
-
(144
)
-
-
-
-
(2
00)
-
-
-
Ca
pita
l Ex
and
Emer
genc
e Co
st(5
0)
(50)
(1
50)
(150
)
(1
50)
(150
)
(1
50)
(150
)
(1
50)
(150
)
(1
50)
(150
)
(1
50)
(18,
536)
To
tal O
pera
ting
Cash
Dis
burs
emen
ts(3
,353
)
(838
)
(1
8,99
0)
(2
,602
)
(5,3
72)
(1
,998
)
(4,7
47)
(1
0,62
8)
(4
,220
)
(1,6
79)
(4
,770
)
(9,4
64)
(1
6,59
6)
(1
8,53
6)
Ope
rati
ng C
ash
Flow
($2,
937)
($39
4)($
18,2
50)
$5,5
99($
5,15
3)($
943)
($4,
396)
($2,
354)
($3,
502)
($94
8)($
4,12
7)($
499)
($15
,857
)(1
8,53
6)
Tota
l Deb
t Ser
vice
Dis
burs
emen
ts-
-
-
-
-
-
-
-
-
-
-
-
-
-
Tota
l Dis
burs
emen
ts($
3,35
3)($
838)
($18
,990
)($
2,60
2)($
5,37
2)($
1,99
8)($
4,74
7)($
10,6
28)
($4,
220)
($1,
679)
($4,
770)
($9,
464)
($16
,596
)(1
8,53
6)
Net
Cas
h Fl
ow($
2,93
7)($
394)
($18
,250
)$5
,599
($5,
153)
($94
3)($
4,39
6)($
2,35
4)($
3,50
2)($
948)
($4,
127)
($49
9)($
15,8
57)
(18,
536)
Cash
& L
iqui
dity
Avai
labl
e Be
ginn
ing
Cash
- G
L Ba
lanc
e5,
089
2,
152
1,
758
(1
6,49
2)
(1
0,89
3)
(1
6,04
7)
(1
6,98
9)
(2
1,38
5)
(2
3,74
0)
(2
7,24
1)
(2
8,19
0)
(3
2,31
7)
(3
2,81
6)
-
Chan
ge in
Cas
h (N
et C
ash
Flow
)(2
,937
)
(394
)
(1
8,25
0)
5,
599
(5
,153
)
(943
)
(4
,396
)
(2,3
54)
(3
,502
)
(948
)
(4
,127
)
(499
)
(1
5,85
7)
-
Endi
ng C
ash
- GL
Bala
nce
$2,1
52$1
,758
($16
,492
)($
10,8
93)
($16
,047
)($
16,9
89)
($21
,385
)($
23,7
40)
($27
,241
)($
28,1
90)
($32
,317
)($
32,8
16)
($48
,673
)-
Tota
l End
ing
Bank
Bal
ance
$2,1
52$1
,758
($16
,492
)($
10,8
93)
($16
,047
)($
16,9
89)
($21
,385
)($
23,7
40)
($27
,241
)($
28,1
90)
($32
,317
)($
32,8
16)
($48
,673
)-
Cont
inge
ncie
s @
20%
(9,7
35)
W
orki
ng C
apita
l($
10,0
00)
Cash
Bal
ance
wit
h Co
ntin
genc
ies
($58
,408
)
Cash
Bal
ance
Incl
udin
g Em
erge
nce
Cost
s &
Wor
king
Cap
ital
($86
,944
)
Cash
Col
late
ral
Case 20-12168-CSS Doc 64-1 Filed 09/16/20 Page 2 of 2Case 20-12168-CSS Doc 124 Filed 09/30/20 Page 3 of 24
EXHIBIT B
Case 20-12168-CSS Doc 124 Filed 09/30/20 Page 4 of 24
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORETHE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED INACCORDANCE WITH THE POLICY PROVISIONS.
INSURER(S) AFFORDING COVERAGE
INSURER F :
INSURER E :
INSURER D :
INSURER C :
INSURER B :
INSURER A :
NAIC #
NAME:CONTACT
(A/C, No):FAX
E-MAILADDRESS:
PRODUCER
(A/C, No, Ext):PHONE
INSURED
REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement onthis certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THISCERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIESBELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZEDREPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
OTHER:
(Per accident)
(Ea accident)
$
$
N / A
SUBRWVD
ADDLINSD
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIODINDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THISCERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
$
$
$
$PROPERTY DAMAGE
BODILY INJURY (Per accident)
BODILY INJURY (Per person)
COMBINED SINGLE LIMIT
AUTOS ONLY
AUTOSAUTOS ONLYNON-OWNED
SCHEDULEDOWNED
ANY AUTO
AUTOMOBILE LIABILITY
Y / N
WORKERS COMPENSATIONAND EMPLOYERS' LIABILITY
OFFICER/MEMBER EXCLUDED?(Mandatory in NH)
DESCRIPTION OF OPERATIONS belowIf yes, describe under
ANY PROPRIETOR/PARTNER/EXECUTIVE
$
$
$
E.L. DISEASE - POLICY LIMIT
E.L. DISEASE - EA EMPLOYEE
E.L. EACH ACCIDENT
EROTH-
STATUTEPER
LIMITS(MM/DD/YYYY)POLICY EXP
(MM/DD/YYYY)POLICY EFF
POLICY NUMBERTYPE OF INSURANCELTRINSR
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)
EXCESS LIAB
UMBRELLA LIAB $EACH OCCURRENCE
$AGGREGATE
$
OCCUR
CLAIMS-MADE
DED RETENTION $
$PRODUCTS - COMP/OP AGG
$GENERAL AGGREGATE
$PERSONAL & ADV INJURY
$MED EXP (Any one person)
$EACH OCCURRENCEDAMAGE TO RENTED
$PREMISES (Ea occurrence)
COMMERCIAL GENERAL LIABILITY
CLAIMS-MADE OCCUR
GEN'L AGGREGATE LIMIT APPLIES PER:
POLICYPRO-JECT LOC
CERTIFICATE OF LIABILITY INSURANCEDATE (MM/DD/YYYY)
CANCELLATION
AUTHORIZED REPRESENTATIVE
ACORD 25 (2016/03)
© 1988-2016 ACORD CORPORATION. All rights reserved.
CERTIFICATE HOLDER
The ACORD name and logo are registered marks of ACORD
HIREDAUTOS ONLY
Manashi Mukherjee
NYC-010963952-02
Deductible:
of Marsh USA Inc.
N
2
07/31/2020CrimeA
09/28/2020
100,000
10,000,000
844 King St., Suite 2207� Wilmington, DE 19801
Office of the United States Trustee�
CN101477780--FINPR-20-21
Limit:
19445
07/31/2021
1166 Avenue of the Americas� Marsh USA, Inc.�
New York, NY 10036
399 Executive Boulevard� Town Sports International�
Elmsford, NY 10523
01-600-68-89
T. Patrick Tinker, Assistant United States Trustee�
National Union Fire Insurance Co. of Pittsburgh, PA
Case 20-12168-CSS Doc 124 Filed 09/30/20 Page 5 of 24
ACORD 101 (2008/01)The ACORD name and logo are registered marks of ACORD
© 2008 ACORD CORPORATION. All rights reserved.
THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM,FORM NUMBER: FORM TITLE:
ADDITIONAL REMARKS
ADDITIONAL REMARKS SCHEDULE Page of
AGENCY CUSTOMER ID:LOC #:
AGENCY
CARRIER NAIC CODE
POLICY NUMBER
NAMED INSURED
EFFECTIVE DATE:
Effective Date: 07/31/2020 - 07/31/2021�
Limits: $5,000,000 xs $5,000,000�
Self Insured Rentetion: $25,000�
2nd Excess (DIRECTORS AND OFFICERS): �
CYBER�
Policy Number: 0308-5008�
Limits: : $5,000,000 �
�
�
2
Carrier: Beazley Insurance Company �
2
1st Excess (DIRECTORS AND OFFICERS): ��
New York
Effective Date: 07/31/2020 - 07/31/2021�Policy #: DOX10011552503 �
Self Insured Rentetion: $1,500,000 �Limits: $5,000,000 �
����
Carrier: Endurance American Specialty Insurance Company �DIRECTORS AND OFFICERS�
Certificate of Liability Insurance
Carrier: Beazley Insurance Company �
CN101477780
Policy #: V1F8DC200401 �
Carrier: Old Republic Insurance Company�
Policy#: 01-600-68-88 �
Effective Date: 07/31/2020 - 07/31/2021�
Limits: $5,000,000 �
�
Effective Date: 07/31/2020 - 07/31/2021�
Carrier:Allied World Insurance Company�
Effective Date: 07/31/2020 - 07/31/2021�
FIDUCIARY�
Self Insured Rentetion: $500,000 �
EPL�
Self Insured Rentetion: $50,000 �
Policy #: V23FEE200301 �
Marsh USA, Inc.�
Limits: $5,000,000 �
399 Executive Boulevard� Town Sports International�
Elmsford, NY 10523
Limits: $5,000,000 xs $10,000,000�
�
Effective Date: 07/31/2020 - 07/31/2021�
Carrier: National Union Fire Insurance Company of Pittsburgh, Pa �
25
��
Policy Number: ORPRO 44980�
Case 20-12168-CSS Doc 124 Filed 09/30/20 Page 6 of 24
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORETHE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED INACCORDANCE WITH THE POLICY PROVISIONS.
INSURER(S) AFFORDING COVERAGE
INSURER F :
INSURER E :
INSURER D :
INSURER C :
INSURER B :
INSURER A :
NAIC #
NAME:CONTACT
(A/C, No):FAX
E-MAILADDRESS:
PRODUCER
(A/C, No, Ext):PHONE
INSURED
REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement onthis certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THISCERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIESBELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZEDREPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
OTHER:
(Per accident)
(Ea accident)
$
$
N / A
SUBRWVD
ADDLINSD
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIODINDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THISCERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
$
$
$
$PROPERTY DAMAGE
BODILY INJURY (Per accident)
BODILY INJURY (Per person)
COMBINED SINGLE LIMIT
AUTOS ONLY
AUTOSAUTOS ONLYNON-OWNED
SCHEDULEDOWNED
ANY AUTO
AUTOMOBILE LIABILITY
Y / N
WORKERS COMPENSATIONAND EMPLOYERS' LIABILITY
OFFICER/MEMBER EXCLUDED?(Mandatory in NH)
DESCRIPTION OF OPERATIONS belowIf yes, describe under
ANY PROPRIETOR/PARTNER/EXECUTIVE
$
$
$
E.L. DISEASE - POLICY LIMIT
E.L. DISEASE - EA EMPLOYEE
E.L. EACH ACCIDENT
EROTH-
STATUTEPER
LIMITS(MM/DD/YYYY)POLICY EXP
(MM/DD/YYYY)POLICY EFF
POLICY NUMBERTYPE OF INSURANCELTRINSR
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)
EXCESS LIAB
UMBRELLA LIAB $EACH OCCURRENCE
$AGGREGATE
$
OCCUR
CLAIMS-MADE
DED RETENTION $
$PRODUCTS - COMP/OP AGG
$GENERAL AGGREGATE
$PERSONAL & ADV INJURY
$MED EXP (Any one person)
$EACH OCCURRENCEDAMAGE TO RENTED
$PREMISES (Ea occurrence)
COMMERCIAL GENERAL LIABILITY
CLAIMS-MADE OCCUR
GEN'L AGGREGATE LIMIT APPLIES PER:
POLICYPRO-JECT LOC
CERTIFICATE OF LIABILITY INSURANCEDATE (MM/DD/YYYY)
CANCELLATION
AUTHORIZED REPRESENTATIVE
ACORD 25 (2016/03)
© 1988-2016 ACORD CORPORATION. All rights reserved.
CERTIFICATE HOLDER
The ACORD name and logo are registered marks of ACORD
HIREDAUTOS ONLY
B
2,000,000
1,000,000
KKO0000024605200
Manashi Mukherjee
500,000
NYC-010963169-01
1,000,000
5,000,000
X
24554
5,000,000
of Marsh USA Inc.
N
X07/01/2020
4
07/01/2021
1,000,000
07/01/2021
KKO0000024605300
C
5,000,000
2,000,000
25011
XL Insurance America, Inc.
1,000,000
X
X
09/25/2020
07/01/2020
See page 2
X
Self Insured Retention:
844 King St., Suite 2207 Wilmington, DE 19801
Office of the United States Trustee
10,000
A
Wesco Insurance Company
CN101477780-TSIHI-GAWU-20-21
0
07/01/2021
1,000,000
US00092403LI20A
X
2,000,000
11991
1,000,000
1,000,000
WWC3483359
1166 Avenue of the Americas Marsh USA, Inc.
X
New York, NY 10036
399 Executive Boulevard Town Sports International, LLC
Elmsford, NY 10523
X
X
07/01/2020
T. Patrick Tinker, Assistant United States Trustee
07/01/2020
A
07/01/2021
National Casualty Company
Case 20-12168-CSS Doc 124 Filed 09/30/20 Page 7 of 24
ACORD 101 (2008/01)
The ACORD name and logo are registered marks of ACORD
© 2008 ACORD CORPORATION. All rights reserved.
THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM,
FORM NUMBER: FORM TITLE:
ADDITIONAL REMARKS
ADDITIONAL REMARKS SCHEDULE Page of
AGENCY CUSTOMER ID:
LOC #:
AGENCY
CARRIER NAIC CODE
POLICY NUMBER
NAMED INSURED
EFFECTIVE DATE:
22
New York
and employees 1000 Parkwood Circle, Suite 1000 Atlanta, GA 30339 Attention: Dirk Rountree, Legal Counsel are included as additional insured (except workers’ compensation)
Sierra Pacific Power Company d/b/a NV Energy 6100 Neil Road, MS S2A20 Reno, NV 89511, PIC Group, INC. Operator, its parent, assignees, affiliates, agents, officers, directors,
where required by written contract.
PNC Bank, National Association, doing business as Midland Loan Services, a division of PNC Bank, National Association 10851 Mastin, Suite 700 Overland Park, KS 66210
Power Company P.O. Box 98910, MIS 26A Las Vegas, NV 89151 Physical Delivery Address: 6226 W Sahara Ave, MS 26A Las Vegas, NV 89146 Attention: General Counsel,
Attention: Government Services & General Counsel, United States Department of Energy Loan Guarantee Program 1000 Independence Ave., SW Washington, D.C. 20585, Nevada
Certificate of Liability Insurance
CN101477780
Marsh USA, Inc. 399 Executive Boulevard Town Sports International, LLC
Elmsford, NY 10523
25
Case 20-12168-CSS Doc 124 Filed 09/30/20 Page 8 of 24
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORETHE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED INACCORDANCE WITH THE POLICY PROVISIONS.
INSURER(S) AFFORDING COVERAGE
INSURER F :
INSURER E :
INSURER D :
INSURER C :
INSURER B :
INSURER A :
NAIC #
NAME:CONTACT
(A/C, No):FAX
E-MAILADDRESS:
PRODUCER
(A/C, No, Ext):PHONE
INSURED
REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement onthis certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THISCERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIESBELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZEDREPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
OTHER:
(Per accident)
(Ea accident)
$
$
N / A
SUBRWVD
ADDLINSD
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIODINDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THISCERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
$
$
$
$PROPERTY DAMAGE
BODILY INJURY (Per accident)
BODILY INJURY (Per person)
COMBINED SINGLE LIMIT
AUTOS ONLY
AUTOSAUTOS ONLYNON-OWNED
SCHEDULEDOWNED
ANY AUTO
AUTOMOBILE LIABILITY
Y / N
WORKERS COMPENSATIONAND EMPLOYERS' LIABILITY
OFFICER/MEMBER EXCLUDED?(Mandatory in NH)
DESCRIPTION OF OPERATIONS belowIf yes, describe under
ANY PROPRIETOR/PARTNER/EXECUTIVE
$
$
$
E.L. DISEASE - POLICY LIMIT
E.L. DISEASE - EA EMPLOYEE
E.L. EACH ACCIDENT
EROTH-
STATUTEPER
LIMITS(MM/DD/YYYY)POLICY EXP
(MM/DD/YYYY)POLICY EFF
POLICY NUMBERTYPE OF INSURANCELTRINSR
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)
EXCESS LIAB
UMBRELLA LIAB $EACH OCCURRENCE
$AGGREGATE
$
OCCUR
CLAIMS-MADE
DED RETENTION $
$PRODUCTS - COMP/OP AGG
$GENERAL AGGREGATE
$PERSONAL & ADV INJURY
$MED EXP (Any one person)
$EACH OCCURRENCEDAMAGE TO RENTED
$PREMISES (Ea occurrence)
COMMERCIAL GENERAL LIABILITY
CLAIMS-MADE OCCUR
GEN'L AGGREGATE LIMIT APPLIES PER:
POLICYPRO-JECT LOC
CERTIFICATE OF LIABILITY INSURANCEDATE (MM/DD/YYYY)
CANCELLATION
AUTHORIZED REPRESENTATIVE
ACORD 25 (2016/03)
© 1988-2016 ACORD CORPORATION. All rights reserved.
CERTIFICATE HOLDER
The ACORD name and logo are registered marks of ACORD
HIREDAUTOS ONLY
B
2,000,000
1,000,000
KKO0000024605200
Manashi Mukherjee
500,000
NYC-010963169-02
1,000,000
10,000,000
X
24554
10,000,000
Aggregate
of Marsh USA Inc.
N
X
Combined Single Limit
07/01/2020
Wesco Insurance Company
07/01/2021
5
07/01/2021
07/01/2020
19489
1,000,000
P-001-000385618-01 (Excess Auto)
07/01/2021
KKO0000024605300
FIRST LAYER EXCESS
E
5,000,000
2,000,000
26620
XL Insurance America, Inc.
1,000,000
X
D
X
1,000,000
09/28/2020
15,000,000
07/01/2020
15,000,000
See page 2
X
Self Insured Retention:
844 King St., Suite 2207 Wilmington, DE 19801
Office of the United States Trustee
Allied World Assurance Company (U.S.) Inc.
10,000
A
Axis Surplus Insurance Company
CN101477780-TSIHI-GAWUX-20-
Each Occurence
0
07/01/2021
1,000,000
US00092403LI20A
X
2,000,000
11991
1,000,000
1,000,000
07/01/2021
WWC3483359
1166 Avenue of the Americas Marsh USA, Inc.
X
New York, NY 10036
399 Executive Boulevard Town Sports International, LLC
Elmsford, NY 10523
X
07/01/2020
X
0312-4131
07/01/2020
T. Patrick Tinker, Assistant United States Trustee
07/01/2020
C
A
07/01/2021
25011
National Casualty Company
Case 20-12168-CSS Doc 124 Filed 09/30/20 Page 9 of 24
ACORD 101 (2008/01)
The ACORD name and logo are registered marks of ACORD
© 2008 ACORD CORPORATION. All rights reserved.
THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM,
FORM NUMBER: FORM TITLE:
ADDITIONAL REMARKS
ADDITIONAL REMARKS SCHEDULE Page of
AGENCY CUSTOMER ID:
LOC #:
AGENCY
CARRIER NAIC CODE
POLICY NUMBER
NAMED INSURED
EFFECTIVE DATE:
Carrier: ECO(21)57294311
Effective Dates: 7/1/2020-7/1/2021
where required by written contract.
PNC Bank, National Association, doing business as Midland Loan Services, a division of PNC Bank, National Association 10851 Mastin, Suite 700 Overland Park, KS 66210
22
Carrier: Fireman's Fund Insurance Company
3rd Excess Layer:
New York
Effective Dates: 7/1/2020-7/1/2021
Policy: NY20MXEZ02J7MIV
Limits: 25,000,000 xs 25,000,000
Carrier: Navigators Insurance Company
2nd Excess Layer:
Certificate of Liability Insurance
Power Company P.O. Box 98910, MIS 26A Las Vegas, NV 89151 Physical Delivery Address: 6226 W Sahara Ave, MS 26A Las Vegas, NV 89146 Attention: General Counsel,
CN101477780
Policy: USL009233204
Limits: 25,000,000 xs 50,000,000
4th Excess Layer:
Limits: 25,000,000 xs 75,000,000
Policy: The Ohio Casualty Insurance Company
Attention: Government Services & General Counsel, United States Department of Energy Loan Guarantee Program 1000 Independence Ave., SW Washington, D.C. 20585, Nevada
Sierra Pacific Power Company d/b/a NV Energy 6100 Neil Road, MS S2A20 Reno, NV 89511, PIC Group, INC. Operator, its parent, assignees, affiliates, agents, officers, directors,
Marsh USA, Inc. 399 Executive Boulevard Town Sports International, LLC
Elmsford, NY 10523
and employees 1000 Parkwood Circle, Suite 1000 Atlanta, GA 30339 Attention: Dirk Rountree, Legal Counsel are included as additional insured (except workers’ compensation)
25
Effective Dates: 7/1/2020-7/1/2021
Case 20-12168-CSS Doc 124 Filed 09/30/20 Page 10 of 24
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BEDELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.
CANCELLATION
© 1993-2016 ACORD CORPORATION. All rights reserved.ACORD 27 (2016/03)
The ACORD name and logo are registered marks of ACORD
THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED.NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THISEVIDENCE OF PROPERTY INSURANCE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN ISSUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
PROPERTY INFORMATIONLOCATION/DESCRIPTION
COVERAGE INFORMATION
COVERAGE / PERILS / FORMS AMOUNT OF INSURANCE DEDUCTIBLE
PHONE(A/C, No, Ext):
(A/C, No):FAX E-MAIL
ADDRESS:
AGENCY
THIS EVIDENCE OF PROPERTY INSURANCE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THEADDITIONAL INTEREST NAMED BELOW. THIS EVIDENCE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THECOVERAGE AFFORDED BY THE POLICIES BELOW. THIS EVIDENCE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THEISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE ADDITIONAL INTEREST.
CUSTOMER ID #:AGENCY
SUB CODE:CODE:
INSURED LOAN NUMBER POLICY NUMBER
TERMINATED IF CHECKEDCONTINUED UNTIL
EXPIRATION DATEEFFECTIVE DATE
THIS REPLACES PRIOR EVIDENCE DATED:
COMPANY
DATE (MM/DD/YYYY)
EVIDENCE OF PROPERTY INSURANCE
REMARKS (Including Special Conditions)
MORTGAGEE
ADDITIONAL INSURED LOSS PAYEE
ADDITIONAL INTERESTNAME AND ADDRESS
AUTHORIZED REPRESENTATIVE
LOAN #
PERILS INSURED BASIC BROAD SPECIAL
LENDER'S LOSS PAYABLE
07/01/2021
WindX
399 Executive Boulevard Town Sports International, LLC
Elmsford, NY 10523
All Subject to policy terms, conditions and exclusions.
Direct physical loss or damage from Special Perils to real and personal property on a replacement cost basis.
agent or the company.
All policies include a blanket notice of cancellation to certificate holders endorsement, providing for 30 days' advance notice if the policy is cancelled by the company other than for nonpayment of premium, 10 days' notice if the policy is cancelled for nonpayment of premium. Notice is sent to certificate holders with mailing addresses on file with the
844 King St., Suite 2207 Wilmington, DE 19801
Office of the United States Trustee T. Patrick Tinker, Assistant United States Trustee
CN101477780--Prope-20-21
1166 Avenue of the Americas Marsh USA, Inc.
New York, NY 10036
100,000
07/01/2020
X
Manashi Mukherjee
of Marsh USA Inc.
YAC-L9L-465977-020
Employers Insurance Company Of Wausau
NYC-010963533-01
09/25/2020
25,000,000
Case 20-12168-CSS Doc 124 Filed 09/30/20 Page 11 of 24
ACORD 101 (2008/01)
The ACORD name and logo are registered marks of ACORD
© 2008 ACORD CORPORATION. All rights reserved.
THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM,
FORM NUMBER: FORM TITLE:
ADDITIONAL REMARKS
ADDITIONAL REMARKS SCHEDULE Page of
AGENCY CUSTOMER ID:
LOC #:
AGENCY
CARRIER NAIC CODE
POLICY NUMBER
NAMED INSURED
EFFECTIVE DATE:
NAMED STORM $25,000,000
$ 50,000 for BI
NAMED STORM $100,000
22
except the following limits apply per occurrence and in the annual aggregate, and are part of and not in addition to the EARTH MOVEMENT annual aggregate limit: Covered
EARTH MOVEMENT in the annual aggregate $25,000,000
New York
except the following limits apply per occurrence and in the annual aggregate, and are part of and not in addition to the FLOOD annual aggregate limit: Covered property at locations
FLOOD in the annual aggregate $25,000,000
situated in Flood Hazard – High $5,000,000
Limits:
Evidence of Property Insurance
except: Covered property at locations situated in: Flood Hazard – High per location
CN101477780
property situated in: Alaska Earth Movement, Hawaii Earth Movement, Puerto Rico Earth Movement, California Earth Movement
except: Location(s) situated in: Named Storm Florida $3,000,000
EARTH MOVEMENT $100,000
Deductibles:
except: Locations situated in: Named Storm Florida 5% subject to $100,000 minimum
FLOOD $100,000
$250,000 for Building
Marsh USA, Inc. 399 Executive Boulevard Town Sports International, LLC
Elmsford, NY 10523
except: Covered property situated in: California 5 % subject to $ 100,000 minimum
$ 250,000 for Content
27
$2,500,000; New Madrid Earth Movement, Pacific NW Earth Movement Zone NCP
Case 20-12168-CSS Doc 124 Filed 09/30/20 Page 12 of 24
EXHIBIT C
Case 20-12168-CSS Doc 124 Filed 09/30/20 Page 13 of 24
IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE
In re: TOWN SPORTS INTERNATIONAL LLC, et al.,1
Debtors.
Chapter 11 Case No. 20-12168 (CSS) (Jointly Administered) Re: Docket No. 10
INTERIM ORDER (I) AUTHORIZING DEBTORS TO (A) CONTINUE OPERATING
EXISTING CASH MANAGEMENT SYSTEM, (B) HONOR CERTAIN PREPETITION OBLIGATIONS RELATED THERETO, (C) MAINTAIN
EXISTING BUSINESS FORMS, AND (D) CONTINUE TO PERFORM INTERCOMPANY TRANSACTIONS, AND (II) GRANTING RELATED RELIEF
Upon the motion (the “Motion”)2 of the above-captioned debtors and debtors in possession
(collectively, the “Debtors”) for entry of orders (i) authorizing the Debtors to (a) continue to
operate their Cash Management System, (b) honor certain prepetition obligations related thereto,
(c) maintain existing Bank Accounts and Business Forms, and (d) continue to perform
Intercompany Transactions in the ordinary course of business, (ii) waiving certain requirements
under section 345 of the Bankruptcy Code and the U.S. Trustee Guidelines, and (iii) granting
related relief, all as more fully set forth in the Motion; and this Court having reviewed the Motion
and the First Day Declaration; and this Court having jurisdiction to consider the Motion and the
relief requested therein in accordance with 28 U.S.C. §§ 157 and 1334 and the Amended Standing
1 The last four digits of Town Sports International, LLC’s federal tax identification number are 7365. The mailing address for Town Sports International, LLC is 399 Executive Boulevard, Elmsford, New York 10523. Due to the large number of debtors in these cases, for which the Debtors have requested joint administration, a complete list of the Debtors, the last four digits of their federal tax identification numbers, and their addresses are not provided herein. A complete list of such information may be obtained on the website of the Debtors’ claims and noticing agent at http://dm.epiq11.com/TownSports, or by contacting the proposed undersigned counsel for the Debtors. 2 Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Motion.
Case 20-12168-CSS Doc 63 Filed 09/16/20 Page 1 of 9Case 20-12168-CSS Doc 124 Filed 09/30/20 Page 14 of 24
Order of Reference from the United States District Court for the District of Delaware dated as of
February 29, 2012; and this Court having found that this is a core proceeding pursuant to 28 U.S.C.
§ 157(b)(2) and that this Court may enter a final order consistent with Article III of the United
States Constitution; and this Court having found that venue of this proceeding and the Motion in
this district is proper pursuant to 28 U.S.C. §§ 1408 and 1409; and it appearing that proper and
adequate notice of the Motion has been given and that no other or further notice is necessary,
except as set forth in the Motion with respect to entry of this Interim Order and notice of the Final
Hearing (as defined below); and upon the record herein; and after due deliberation thereon; and
this Court having determined that there is good and sufficient cause for the relief granted in this
Interim Order, therefore, it is hereby
ORDERED, ADJUDGED, AND DECREED THAT:
The Motion is granted on an interim basis, as set forth herein.
All objections to the entry of this Interim Order, to the extent not withdrawn or
settled, are overruled.
The Debtors are authorized, but not directed, pursuant to sections 363(c) and 105(a)
of the Bankruptcy Code, to (i) continue to manage their cash pursuant to the Cash Management
System maintained by the Debtors before the Petition Date, as described in the Motion, (ii) collect,
concentrate, and disburse cash in accordance with the Cash Management System, including
intercompany funding between one Debtor entity and another Debtor entity, and (iii) to make
ordinary course non-material changes to their Cash Management System.
Notwithstanding any requirements to the contrary in the U.S. Trustee Guidelines or
otherwise, the Debtors are further authorized to: (i) designate, maintain, and continue to use any
or all of their existing Bank Accounts in the names and with the account numbers existing
Case 20-12168-CSS Doc 63 Filed 09/16/20 Page 2 of 9Case 20-12168-CSS Doc 124 Filed 09/30/20 Page 15 of 24
immediately before the Petition Date, (ii) deposit funds in and withdraw funds from such accounts
by all usual means, including, without limitation, checks, wire transfers, ACH transfers and other
debits, (iii) pay any Bank Fees or other charges associated with the Bank Accounts, whether arising
before or after the Petition Date, consistent with the Debtors’ historical practice, and (iv) treat their
prepetition Bank Accounts for all purposes as debtor in possession accounts.
The Banks are authorized without the need for further order of this Court to in the
ordinary course of business: (a) continue to administer, service, and maintain the Bank Accounts
as such accounts were administered, serviced and maintained prior to the Petition Date, without
interruption and in the ordinary course, (b) receive, process, honor, and pay any and all checks,
drafts, wires, ACH transfers, electronic fund transfers, payment orders or other items presented,
issued or drawn on the Bank Accounts, and (c) debit the Bank Accounts for: (i) all undisputed
prepetition Bank Fees outstanding as of the date hereof, if any, owed to the Banks for the
maintenance of the Cash Management System; (ii) all checks drawn on the Debtors’ Bank
Accounts which were cashed at such Bank’s counters or exchanged for cashier’s checks by the
payees thereof prior to the Petition Date; and (iii) all checks or other items deposited in one of the
Debtors’ Bank Accounts with such Bank prior to the Petition Date, which have been dishonored
or returned unpaid for any reason, together with any fees and costs in connection therewith, to the
same extent the applicable Debtor was responsible for such items prior to the Petition Date, if
payment of such pre-petition obligation has been approved by the Court; provided, however, that
checks, drafts, wires or electronic fund transfers (excluding any electronic fund transfers that the
Banks are obligated to settle), or other items presented, issued or drawn on the Bank Accounts
prior to the Petition Date shall not be honored if (a) prohibited by a “stop payment” request
Case 20-12168-CSS Doc 63 Filed 09/16/20 Page 3 of 9Case 20-12168-CSS Doc 124 Filed 09/30/20 Page 16 of 24
received by the Banks from the Debtors or (b) not supported by sufficient funds in the Bank
Account in question.
Each Bank is authorized to accept and rely upon, without further inquiry, all
representations from the Debtors as to which checks, drafts, wires, or ACH transfers are dated
prior to, on or after the Petition Date and which checks are to be honored or dishonored, regardless
of whether or not such payment or honoring is or is not authorized by an order of the Court. The
Banks shall not be deemed in violation of this Interim Order and shall have no liability for relying
on such representations by the Debtors or honoring any check, draft, wire, or ACH transfer that is
subject to this Interim Order either (a) at the direction of the Debtors to honor such prepetition
check, draft, wire, or ACH transfer, (b) in the good-faith belief that this Court has authorized such
prepetition check, draft, wire, or ACH transfer to be honored, or (c) as a result of an innocent
mistake so long as reasonable procedures were in place.
Those certain existing deposit agreements between the Debtors’ Banks shall
continue to govern the postpetition cash management relationship between the Debtors and the
Banks, and that all of the provisions of such agreements, including, without limitation, the
termination and fee provisions, shall remain in full force and effect. The Debtors or the Banks
may, without further order of this Court, implement non-material changes to the cash management
systems and procedures in the ordinary course of business pursuant to terms of those certain
existing deposit agreements, including, without limitation, the opening and closing of bank
accounts, subject to paragraphs 8 and 9 of this Interim Order.
The Debtors are authorized, after consultation with the Ad Hoc Term
Lender Group, to open new bank accounts; provided, that all accounts opened by any of the
Debtors on or after the Petition Date at any bank shall, for purposes of this Interim Order, be
Case 20-12168-CSS Doc 63 Filed 09/16/20 Page 4 of 9Case 20-12168-CSS Doc 124 Filed 09/30/20 Page 17 of 24
deemed a Bank Account as if it had been listed on Exhibit D to the Motion; provided further, that
such opening of an account shall be timely indicated on the Debtors’ monthly operating report and
notice of such opening shall be provided within 5 business days to the United States Trustee for
the District of Delaware (“U.S. Trustee”), and counsel to any statutory committee appointed in
these Chapter 11 Cases; provided furthermore, that the Debtors shall open any such new Bank
Account at a bank that has executed a Uniform Depository Agreement with the U.S. Trustee, or at
such bank that is willing to immediately execute such agreement.
Nothing contained herein shall prevent the Debtors from closing any Bank
Account(s), after consultation with the Ad Hoc Term Lender Group, as they may deem necessary
and appropriate, to the extent consistent with the terms of any prepetition financing agreement and
postpetition financing agreement and any order(s) of this Court relating thereto, any relevant Bank
is authorized to honor the Debtors’ requests to close such Bank Accounts, and the Debtors shall
give notice of the closure of any account within 15 days to the U.S. Trustee and counsel to any
statutory committee appointed in these Chapter 11 Cases.
For all Banks at which the Debtors hold Bank Accounts that are not party to a
Uniform Depository Agreement with the U.S. Trustee, if any, the Debtors shall either (i) transfer
funds to a bank that has executed a Uniform Depository Agreement with the Office of the United
States Trustee for the District of Delaware, or (ii) use their good faith efforts to cause such Banks
to execute a Uniform Depository Agreement in a form prescribed by the U.S. Trustee within 30
days of the date of this Interim Order. The U.S. Trustee’s rights to seek further relief from this
Court on notice in the event that the aforementioned Banks are unwilling to execute a Uniform
Depository Agreement in a form prescribed by the U.S. Trustee are fully reserved.
Case 20-12168-CSS Doc 63 Filed 09/16/20 Page 5 of 9Case 20-12168-CSS Doc 124 Filed 09/30/20 Page 18 of 24
For all Banks at which the Debtors maintain Bank Accounts that are party to a
Uniform Depository Agreement with the U.S. Trustee, within 15 days of the date of entry of this
Interim Order, the Debtors shall (i) contact each such Bank, (ii) provide each such Bank with each
of the Debtor’s employee identification numbers, and (iii) identify each of their Bank Accounts
held at such Banks as being held by a debtor in possession in a chapter 11 case, and provide the
lead case number.
The Debtors are hereby granted an extension of time of forty-five (45) days from
the entry of this Order (or such additional time as the U.S. Trustee may agree to) to come into
compliance with section 345(b) of the Bankruptcy Code or to make such other arrangements as
agreed to by the U.S. Trustee, and that such extension is without prejudice to the Debtors’ right to
request a further extension or waiver of the requirements of section 345(b) of the Bankruptcy
Code.
Pursuant to Local Rule 2015-2(a), the Debtors are authorized to continue to use
their existing Business Forms and books and records without alteration or change and without the
designation “Debtor in Possession” or a bankruptcy case number imprinted upon them.
Notwithstanding the foregoing, once the Debtors’ existing checks have been used, the Debtors
shall, when reordering checks, require the designation “Debtor in Possession” and the
corresponding bankruptcy case number on all checks; provided that, with respect to checks that
the Debtors print themselves, the Debtors shall begin printing the “Debtor in Possession” legend
and provide the case number on such items within 10 days of the date of entry of this Interim
Order.
The Debtors shall maintain accurate and detailed records of all transfers, including
Intercompany Transactions, and all transfers within the Cash Management System, so that all
Case 20-12168-CSS Doc 63 Filed 09/16/20 Page 6 of 9Case 20-12168-CSS Doc 124 Filed 09/30/20 Page 19 of 24
postpetition transfers and transactions shall be adequately and promptly documented in, and
readily ascertainable from, and traceable from their books and records, and distinguished between
prepetition and post-petition transactions.
The Debtors are hereby authorized to continue to engage in the
Intercompany Transactions between Debtor entities solely in the ordinary course of business.
Pursuant to section 503(b)(1) and 364(b) of the Bankruptcy Code, all valid payments on account
of a postpetition Intercompany Transaction between Debtors shall be accorded administrative
expense status, provided that such administrative expense status claim shall be junior to any claim
granted for use of any cash collateral, diminution in value, or otherwise pursuant to the Interim
Order (I) Authorizing Use of Cash Collateral and Affording Adequate Protection; (II) Modifying
Automatic Stay; and (III) Scheduling a Final Hearing; provided, further, that on the final business
day of each calendar week following entry of this Interim Order, beginning with the week of the
Petition Date, the Debtors shall report to the advisors to the Ad Hoc Term Lender Group all
transfers performed under the Unrestricted Group Services Agreement for the prior week.
Notwithstanding the Debtors’ use of a consolidated cash management system, the
Debtors shall calculate quarterly fees under 28 U.S.C. § 1930(a)(6) based on the disbursements of
each Debtor, regardless of which entity pays those disbursements.
Nothing in the Motion or this Interim Order, nor any actions or payments made by
the Debtors pursuant to this Interim Order, shall be construed as: (i) an admission as to the validity
of any claim against the Debtors or the existence of any lien against the Debtors’ properties, (ii) a
waiver of the Debtors’ rights to dispute any claim or lien on any grounds, (iii) a promise to pay
any claim, (iv) an implication or admission that any particular claim would constitute an allowed
claim, (v) an assumption or rejection of any executory contract or unexpired lease pursuant to
Case 20-12168-CSS Doc 63 Filed 09/16/20 Page 7 of 9Case 20-12168-CSS Doc 124 Filed 09/30/20 Page 20 of 24
section 365 of the Bankruptcy Code, or (vi) a limitation on the Debtors’ rights under section 365
of the Bankruptcy Code to assume or reject any executory contract with any party subject to this
Interim Order. Nothing contained in this Interim Order shall be deemed to increase, decrease,
reclassify, elevate to an administrative expense status, or otherwise affect any claim to the extent
it is not paid.
Notwithstanding Bankruptcy Rule 6004(h), to the extent applicable, this Interim
Order shall be effective and enforceable immediately upon entry hereof.
The requirements set forth in Bankruptcy Rule 6004(a) are hereby waived.
The requirements set forth in Bankruptcy Rule 6003(b) are satisfied because the
relief set forth in this Interim Order is necessary to avoid immediate and irreparable harm.
The Debtors are hereby authorized to take such actions and to execute such
documents as may be necessary to implement the relief granted by this Interim Order.
The final hearing (the “Final Hearing”) on the Motion shall be held on
October 14, 2020, at 2:00 p.m., prevailing Eastern Time. On or before 4:00 p.m., prevailing
Eastern Time, on October 7, 2020, any objections or responses to entry of a Final Order on the
Motion shall be filed with this Court, and served on: (i) proposed counsel to the Debtors, Kirkland
& Ellis, LLP, 601 Lexington Avenue, New York, New York 10022 (Attn: Nicole L. Greenblatt,
P.C. ([email protected]) and Derek I. Hunter ([email protected])) and
555 California Street, San Francisco, CA 94104 (Attn: Mark McKane, P.C.
([email protected]) and Young Conaway Stargatt & Taylor, LLP, Rodney Square,
1000 N. King Street, Wilmington, Delaware 19801 (Attn: Robert S. Brady ([email protected]) and
Sean T. Greecher ([email protected])), (ii) counsel to the Term Lenders, Gibson, Dunn &
Crutcher LLP, 200 Park Avenue, New York, NY 10166-0193 (Attn: Scott D. Greenberg
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([email protected]) and Jason Z. Goldstein ([email protected])), and (iii)
the Office of the United States Trustee for the District of Delaware, 844 King Street, Suite 2207,
Wilmington, Delaware, 19801, Attn: David L. Buchbinder ([email protected]). In
the event that no objections to entry of the Final Order on the Motion are timely received, this
Court may enter such Final Order without need for the Final Hearing.
This Court retains exclusive jurisdiction with respect to all matters arising from or
related to the implementation, interpretation, and enforcement of this Interim Order.
Dated: September 16th, 2020 Wilmington, Delaware
CHRISTOPHER S. SONTCHI UNITED STATES BANKRUPTCY JUDGE
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EXHIBIT D
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Case No. 20-12168 (CSS)
Debtors
Epiq Corporate Restructuring, LLC Town Sports International, LLC 9/8/2020 $25,000.00 $25,000.00
Hilco Real Estate, LLC Town Sports International, LLC --- $0.00 $0.00
Kirkland & Ellis LLP Town Sports International, LLC 9/11/2020 $1,500,000.00 $1,500,000.00
Young Conaway Stargatt & Taylor, LLP Town Sports International, LLC 6/30/2020 $30,000.00 $0.00
Young Conaway Stargatt & Taylor, LLP Town Sports International, LLC 9/4/2020 $155,000.00 $0.00
Olshan Frome Wolosky LLP Town Sports International, LLC 9/11/2020 $200,000.00 $200,000.00
Houlihan Lokey Town Sports International, LLC 9/8/2020 $1,000.00 $1,000.00
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
SCHEDULE OF RETAINERS PAID TO PROFESSIONALS
Payee Balance
Reporting Period: Initial
DatePayor Amount
In re Town Sports International, LLC, et al .,
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