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 of 24

EXHIBIT A


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 of 24

EXHIBIT B


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


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�




INSURER F :

INSURER E :

INSURER D :

INSURER C :

INSURER B :

INSURER A :

NAIC #

NAME:CONTACT

(A/C, No):FAX

E-MAILADDRESS:

PRODUCER


INSURED




OTHER:

(Per accident)

(Ea accident)

$

$

N / A

SUBRWVD

ADDLINSD


$

$

$

$PROPERTY DAMAGE




AUTOS ONLY


SCHEDULEDOWNED

ANY AUTO


Y / N





$

$

$



E.L. EACH ACCIDENT

EROTH-

STATUTEPER





EXCESS LIAB


$AGGREGATE

$

OCCUR

CLAIMS-MADE

DED RETENTION $


$GENERAL AGGREGATE






CLAIMS-MADE OCCUR


POLICYPRO-JECT LOC


CANCELLATION


ACORD 25 (2016/03)


CERTIFICATE HOLDER


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


ACORD 101 (2008/01)



THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM,

FORM NUMBER: FORM TITLE:

ADDITIONAL REMARKS


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


CN101477780

Marsh USA, Inc. 399 Executive Boulevard Town Sports International, LLC

Elmsford, NY 10523

25




INSURER F :

INSURER E :

INSURER D :

INSURER C :

INSURER B :

INSURER A :

NAIC #

NAME:CONTACT

(A/C, No):FAX

E-MAILADDRESS:

PRODUCER


INSURED




OTHER:

(Per accident)

(Ea accident)

$

$

N / A

SUBRWVD

ADDLINSD


$

$

$

$PROPERTY DAMAGE




AUTOS ONLY


SCHEDULEDOWNED

ANY AUTO


Y / N





$

$

$



E.L. EACH ACCIDENT

EROTH-

STATUTEPER





EXCESS LIAB


$AGGREGATE

$

OCCUR

CLAIMS-MADE

DED RETENTION $


$GENERAL AGGREGATE






CLAIMS-MADE OCCUR


POLICYPRO-JECT LOC


CANCELLATION


ACORD 25 (2016/03)


CERTIFICATE HOLDER


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:


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


X

New York, NY 10036


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


ACORD 101 (2008/01)





ADDITIONAL REMARKS


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


Policy: NY20MXEZ02J7MIV

Limits: 25,000,000 xs 25,000,000

Carrier: Navigators Insurance Company

2nd Excess Layer:


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,


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



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 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


LOAN #

PERILS INSURED BASIC BROAD SPECIAL

LENDER'S LOSS PAYABLE

07/01/2021

WindX


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


Office of the United States Trustee T. Patrick Tinker, Assistant United States Trustee

CN101477780--Prope-20-21


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


ACORD 101 (2008/01)





ADDITIONAL REMARKS


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


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


EXHIBIT C


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 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


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


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


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.


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


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


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


([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


EXHIBIT D


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 .,


Case 20-12168-CSS Doc 124 Filed 09/30/20 Page 1 of 24

Documents

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