case 20-10345-mfw doc 104 filed 03/05/20 page 1 of 15 · case 20-10345-mfw doc 104 filed 03/05/20...

UNITED STATES BANKRUPTCY COURT

DISTRICT OF DELAWARE

In re VIP Cinema Holdings, Inc. et al. Case No. 20-10345 (MFW) Debtors

INITIAL MONTHLY OPERATING REPORTFile report and attachments with Court and submit copy to United States Trustee within 15 days after order for relief.

Certificates of insurance must name 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, and/or corporate checking resolution.

Document Explanation

REQUIRED DOCUMENTS Attached Attached

12-Month Cash Flow Projection (Form IR-1) Yes.

Certificates of Insurance:

Workers Compensation Yes.

Property Yes.

General Liability Yes.

Vehicle Yes. Other: Umbrella__________ Yes.

Identify areas of self-insurance w/liability caps None. n/a

Evidence of Debtor in Possession Bank Accounts See attached.

Tax Escrow Account

General Operating Account

Money Market Account pursuant to Local Rule 4001-3 for the District of Delaware only. Refer to: http://www.deb.uscourts.gov/

Other:_________________________________

Retainers Paid (Form IR-2) Yes.

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.

_______________________________________

Signature of Debtor Date

_______________________________________

Signature of Joint Debtor Date

_______________________________________ March 5, 2020

Signature of Authorized Individual* Date

Stephen Spitzer_____________________ Chief Restructuring Officer

Printed Name of Authorized Individual Title of Authorized Individual

*Authorized individual must be an officer, director or shareholder if debtor is a corporation; a partner if debtoris a partnership; a manager or member if debtor is a limited liability company.

FORM IR(4/07)

/s/ Stephen Spitzer

Case 20-10345-MFW Doc 104 Filed 03/05/20 of 15

VIP Cinema Holdings, LLCWeekly Cash Flow Forecast ($'s)Period beginning the Week Ending: February 14,2020

Week Number: Week 1 Week 2 Week 3 Week 4 Week 5 Week 6 Week 7 Week 8 Week 9 Week 10 Week 11 Week 12 Week 13 CumulativeWeek Ending (Friday): 2/14/20 2/21/20 2/28/20 3/6/20 3/13/20 3/20/20 3/27/20 4/3/20 4/10/20 4/17/20 4/24/20 5/1/20 5/8/20 13‐Weeks

Anticipated Wk of Filing

Anticipated Wk of

Exit

Revenue Booked ‐ Total 787,964$ 508,653 518,091 1,925,696 1,506,093 1,410,941 495,035 449,195 1,728,636 1,036,615 1,660,512 2,374,942 76,121 14,478,494$

Deposits Collected 122,794 324,956 342,998 480,863 212,500 437,534 1,207,308 614,770 1,000,833 873,400 592,566 795,310 342,614 7,348,446 A/R Collected 780,914 556,992 558,956 306,477 391,268 290,901 298,007 714,220 753,764 543,118 406,267 406,267 1,389,715 7,396,866 New Money Investment ‐ 8,500,000 ‐ ‐ ‐ ‐ 2,895,000 ‐ ‐ 7,000,000 ‐ ‐ ‐ 18,395,000

Cash Receipts 903,708 9,381,948 901,955 787,340 603,768 728,435 4,400,315 1,328,990 1,754,597 8,416,518 998,833 1,201,576 1,732,329 33,140,312

Operating DisbursementsPayroll (780,133) (140,000) (825,000) ‐ (825,000) (145,000) (825,000) ‐ (825,000) ‐ (825,000) ‐ (1,025,000) (6,215,134) Inventory Purchase (859,305) (542,877) (542,877) (253,408) (353,408) (428,408) (808,208) (323,208) (573,208) (1,412,208) (573,208) (573,208) (573,208) (7,816,739) Payables / Other Expenses (392,732) (281,014) (468,235) (195,858) (529,486) (243,264) (394,344) (199,116) (565,872) (170,650) (562,942) (288,651) (567,982) (4,860,147) Capital Expenditures ‐ (168,083) (461,167) (15,083) (15,083) (15,083) (140,083) (15,083) (15,083) (15,083) (465,083) (10,767) (10,767) (1,346,449) Income Taxes (287,038) ‐ ‐ ‐ ‐ (250,000) ‐ ‐ ‐ (100,000) (250,000) ‐ ‐ (887,038)

Total Operating Disbursements (2,319,208) (1,131,975) (2,297,279) (464,349) (1,722,978) (1,081,755) (2,167,636) (537,407) (1,979,163) (1,697,941) (2,676,233) (872,626) (2,176,957) (21,125,507)

Operating Cash Flow (1,415,500) 8,249,973 (1,395,324) 322,991 (1,119,210) (353,320) 2,232,679 791,583 (224,566) 6,718,577 (1,677,400) 328,951 (444,628) 12,014,805

Debt Related DisbursementsRestructuring Fees (2,234,934) (840,000) (100,000) (496,539) ‐ ‐ ‐ (170,968) ‐ (4,545,077) ‐ ‐ ‐ (8,387,517) Debt Principal Payments ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ Debt Interest Payments ‐ ‐ ‐ (69,038) ‐ ‐ ‐ (186,401) ‐ (126,569) ‐ ‐ ‐ (382,008)

Total Non‐Operating Disbursements (2,234,934) (840,000) (100,000) (565,576) ‐ ‐ ‐ (357,369) ‐ (4,671,646) ‐ ‐ ‐ (8,769,525)

Net Cash Flow (3,650,433) 7,409,973 (1,495,324) (242,585) (1,119,210) (353,320) 2,232,679 434,214 (224,566) 2,046,931 (1,677,400) 328,951 (444,628) 3,245,280 Cumulative Net Cash Flow (3,650,433) 3,759,540 2,264,216 2,021,631 902,420 549,100 2,781,779 3,215,994 2,991,427 5,038,358 3,360,958 3,689,909 3,245,280 3,245,280

Cash BalanceBeginning Cash Balance 5,436,380$ 1,785,947 9,195,920 7,700,596 7,458,011 6,338,800 5,985,480 8,218,159 8,652,374 8,427,807 10,474,738 8,797,338 9,126,289 5,436,380$ Net Cash Flow (3,650,433) 7,409,973 (1,495,324) (242,585) (1,119,210) (353,320) 2,232,679 434,214 (224,566) 2,046,931 (1,677,400) 328,951 (444,628) 3,245,280

Ending Cash Balance 1,785,947 9,195,920 7,700,596 7,458,011 6,338,800 5,985,480 8,218,159 8,652,374 8,427,807 10,474,738 8,797,338 9,126,289 8,681,660 8,681,660$

Ending Cash, net of restricted cash 1,485,947 8,895,920 7,400,596 7,158,011 6,038,800 5,685,480 7,918,159 8,352,374 8,127,807 10,174,738 8,497,338 8,826,289 8,381,660 8,381,660

Confidential 2/17/2020

Case 20-10345-MFW Doc 104 Filed 03/05/20 Page 2 of 15

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)

© 1988-2015 ACORD CORPORATION. All rights reserved.

CERTIFICATE HOLDER

The ACORD name and logo are registered marks of ACORD

HIREDAUTOS ONLY

3/2/2020

Crystal IBC LLC32 Old SlipNew York NY 10005

Jaclyn Frey212-504-5901

[email protected]

Travelers Property Casualty Company of America 25674VIPCIN Standard Fire Insurance Company 19070

VIP Cinema Holdings, Inc., and its subsidiaries101 Industrial DriveNew Albany MS 38652

Charter Oak Fire Insurance Com 25615

1166342171

C X 2,000,000X 2,000,000

1,000,000

1,000,000

100,000X

6302J84892A 3/16/2019 3/16/2020

5,000

A 1,000,000

XBA8L93682719CAG 3/16/2019 3/16/2020

A X X 15,000,000CUP7K625718TIL19 3/16/2019 3/16/2020

15,000,000X 10,000

B XUB2L50109519 3/16/2019 3/16/2020

1,000,000

1,000,000

1,000,000

GENERAL LIABILITY: Additional Insured required by written contract (CGD458); Primary/Non-Contributory wording required by written contract (CGD037);Waiver of Subrogation required by written contract (CGD458)

AUTOMOBILE: Additional Insured required by written contract (CAT353); Waiver of Subrogation required by written contract (CAT353)

All of the above is in accordance with the policy provisions and endorsements reflected.

Evidence of Insurance

U.S. Department of JusticeOffice of the United States Trustee844 King Street, Suite 2207Wilmington DE 19801


IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

In re:

VIP CINEMA HOLDINGS, INC., et al.,1

Debtors.

) ) ) ) ) )) )

Chapter 11

Case No. 20-10345 (MFW)

(Jointly Administered)

Re: Docket No. 7

INTERIM ORDER (A) AUTHORIZING THE DEBTORS TO (I) CONTINUE TO OPERATE THEIR CASH MANAGEMENT SYSTEM,

(II) MAINTAIN EXISTING BUSINESS FORMS AND BOOKS AND RECORDS, AND (III) PERFORM INTERCOMPANY TRANSACTIONS AND GRANTING

ADMINISTRATIVE EXPENSE STATUS; AND (B) GRANTING RELATED RELIEF

Upon the motion (the “Motion”)2 of the above-captioned debtors and debtors in possession

(collectively, the “Debtors”) for entry of an interim order (this “Interim Order”) (a) authorizing,

but not directing, the Debtors to (i) continue to operate their Cash Management System,

(ii) maintain existing Business Forms and Books and Records, and (iii) perform Intercompany

Transactions and granting administrative expense status, and (b) granting related relief, all as more

fully set forth in the Motion; and upon the First Day Declaration; and this Court having jurisdiction

over this matter pursuant to 28 U.S.C. §§ 157 and 1334 and the Amended Standing Order of

Reference from the United States District Court for the District of Delaware, dated February 29,

2012; and this Court having found that this is a core proceeding pursuant to 28 U.S.C. § 157(b)(2);

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 this Court having found that the Debtors’ notice of

1 The Debtors in these chapter 11 cases, for which joint administration has been requested, along with the last four digits of their federal tax identification numbers, are as follows: VIP Cinema Holdings, Inc. (2049); HIG Cinema Intermediate Holdings, Inc. (4710); VIP Components, LLC (4648); VIP Cinema, LLC (7167); and VIP Property Management II, LLC (1421).

2 Capitalized terms used in this Interim Order but not immediately defined herein shall have the meanings ascribed to them in the Motion.

Case 20-10345-MFW Doc 77 Filed 02/20/20 Page 1 of 10Case 20-10345-MFW Doc 104 Filed 03/05/20 of 15

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the Motion and opportunity for a hearing on the Motion were appropriate under the circumstances

and no other notice need be provided; and this Court having reviewed the Motion and having heard

the statements in support of the relief requested therein at a hearing before this Court (the

“Hearing”); and this Court having determined that the legal and factual bases set forth in the

Motion and at the Hearing establish just cause for the relief granted herein; and upon all of the

proceedings had before this Court; and after due deliberation and sufficient cause appearing

therefor, it is HEREBY ORDERED THAT:

1. The Motion is granted on an interim basis to the extent set forth below.

2. The final hearing (the “Final Hearing”) on the Motion shall be held on March 9,

2020, at 11:30 a.m., prevailing Eastern Time. Any objections or responses to entry of a final order

on the Motion shall be filed on or before 4:00 p.m., prevailing Eastern Time, on March 5, 2020

and shall be served on the following parties or their respective counsel: (a) the United States

Trustee for the District of Delaware, J. Caleb Boggs Building, 844 King Street, Suite 2207,

Lockbox 35, Wilmington, Delaware 19801 (Attn: Linda Richenderfer), email:

[email protected]; (b) the holders of the thirty largest unsecured claims against the

Debtors (on a consolidated basis); (c) counsel to the agent under that certain First Lien Credit

Agreement, dated as of March 1, 2017 (as amended, restated, supplemented, or otherwise

modified, the “First Lien”), by and among VIP Cinema Holdings, Inc. (“Borrower”), as borrower,

HIG Cinema Intermediate Holdings, Inc. (“Holdings”), the other guarantors party thereto, certain

lenders party thereto, and Wilmington Savings Fund Society, FSB, as successor administrative

agent and collateral agent, Wilmer Cutler Pickering Hale and Dorr LLP, 7 World Trade Center

250 Greenwich Street New York, NY 10007 (attn: Andrew N. Goldman) email:

[email protected]; (d) counsel to the ad hoc group of certain holders of


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indebtedness arising under the First Lien, Davis Polk & Wardwell, 450 Lexington Avenue, New

York, NY 10017 (attn: Damien S. Schaible) email: [email protected]; (e) counsel

to certain lenders under that certain Second Lien Credit Agreement, dated as of March 1, 2017 (as

amended, restated, supplemented, or otherwise modified, the “Second Lien”), by and among

Borrower, as borrower, Holdings, the other guarantors party thereto, certain lenders party thereto,

and Oaktree Fund Administration, LLC, as successor administrative agent and collateral agent,

Stroock & Stroock & Lavan LLP, 180 Maiden Lane, New York, NY 10038-4982 (attn: Jayme T.

Goldstein) email: [email protected]; (f) counsel to the agent under the Second Lien, Stroock

& Stroock & Lavan LLP, 180 Maiden Lane, New York, NY 10038-4982 (attn: Jayme T.

Goldstein) email: [email protected]; (g) the United States Attorney’s Office for the District

of Delaware; (h) the Internal Revenue Service; (i) the attorneys general for the states in which the

Debtors operate; (j) the Cash Management Banks: (i) Bancorp South, One Mississippi Plaza, 201

South Spring Street, Tupelo, MS 38804, and (ii) CIBC Bank USA, 120 S Lasalle St Chicago, IL

60603; and (k) any party that has requested notice pursuant to Bankruptcy Rule 2002 as of the date

hereof.

3. The Debtors are authorized, but not directed, on an interim basis, to (a) continue

operating the Cash Management System and honor any prepetition obligations related to the use

thereof; and (b) designate, maintain, close, and continue to use on an interim basis any or all of

their existing Bank Accounts, including, but not limited to, the Bank Accounts identified on

Exhibit 1 hereto, in the names and with the same account numbers in existence as of the Petition

Date. Notwithstanding this provision, for the banks at which the Debtors hold accounts listed on

Exhibit 1 hereto that are not party to a Uniform Depository Agreement with the Office of the U.S.

Trustee for the District of Delaware, the Debtors shall use their good-faith efforts to cause the


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banks to execute a Uniform Depository Agreement in a form prescribed by the Office of the U.S.

Trustee within thirty (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.

4. The Debtors are hereby granted an extension of time to comply with the

requirements of 11 USC section 345(b) for a period of thirty-five (35) days, without prejudice to

the Debtors' rights to seek a further extension.

5. The Debtors are authorized, but not directed, on an interim basis, to (a) treat the

Bank Accounts for all purposes as accounts of the Debtors as debtors in possession; and (b) deposit

funds in and withdraw funds from the Bank Accounts by all usual means, including checks, wire

transfers, ACH transfers, and other debits, and to otherwise perform their obligations under the

documents governing the Bank Accounts.

6. The Debtors are authorized, but not directed, on an interim basis, to use, in their

present form, all preprinted correspondence and Business Forms (including letterhead) and Books

and Records, as well as checks and other documents related to the Bank Accounts existing

immediately before the Petition Date, without reference to the Debtors’ status as debtors in

possession; provided, however, that once the Debtors’ preprinted Business Forms have been used,

when reordering Business Forms, the designation “Debtor in Possession” and the corresponding

bankruptcy case number will be listed on all Business Forms; provided, further, however, that with

respect to Business Forms which the Debtors or their agents print themselves, the Debtors shall

begin printing on such Business Forms “Debtor in Possession” and, to the extent that there is


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sufficient space on such Business Forms, the corresponding bankruptcy case number, within ten

days of the date of the entry of this Interim Order.

7. The relief granted in this Interim Order is extended to any new bank account opened

by the Debtors in the ordinary course of business after the date hereof, which account shall be

deemed a “Bank Account,” and to the bank at which such account is opened, which bank shall be

deemed a “Cash Management Bank.”

8. Nothing contained herein shall prevent the Debtors from closing any Bank

Accounts as they may deem necessary and appropriate, to the extent consistent with any orders of

this Court relating thereto, any relevant Cash Management Bank is authorized to honor the

Debtors’ requests to close such Bank Accounts, provided, however, that the Debtors shall give

notice of the opening or closure of any Bank Account to the U.S. Trustee and any statutory

committees appointed in these chapter 11 cases within 15 days; provided, further, however that

the Debtors shall open any such new Bank Account at banks that have executed a Uniform

Depository Agreement with the Office of the U.S. Trustee for the District of Delaware, or at such

banks that are willing to immediately execute such an agreement.

9. The Debtors and the Cash Management Banks may, without further order of this

Court, agree to and implement changes to the Cash Management System and cash management

procedures in the ordinary course of business, including, without limitation, the opening and

closing of Bank Accounts, subject to the terms and conditions of this Interim Order.

10. For Cash Management Banks at which the Debtors hold 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 (a) contact each bank, (b) provide the bank with each

of the Debtors’ employer identification numbers and bankruptcy case number, and (c) identify


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each of their Bank Accounts held at such banks as being held by a debtor in possession in a

bankruptcy case and provide the bankruptcy case number.

11. Except as otherwise provided in this Interim Order and only to the extent sufficient

funds are available in each applicable Bank Account, all Cash Management Banks at which the

Bank Accounts are maintained are authorized and directed to continue to service and administer

the Bank Accounts as accounts of the Debtors as debtors in possession, without interruption and

in the ordinary course of business consistent with prepetition practices, and to receive, process,

honor, and pay, to the extent of available funds, any and all checks, drafts, wire transfers, and ACH

and other transfers issued, whether before or after the Petition Date, and drawn on the Bank

Accounts after the Petition Date by the holders or makers thereof, as the case may be; provided

that the Debtors will instruct the Cash Management Banks as to which checks, drafts, wire transfers

(excluding any wire transfers or ACH transactions that the Cash Management Banks are obligated

to settle), or other items presented, issued, or drawn, shall not be honored.

12. The Debtors are authorized to issue postpetition checks, or to effect postpetition

fund transfer requests, in replacement of any checks or fund transfer requests that are dishonored

as a consequence of these chapter 11 cases with respect to prepetition amounts owed in connection

with the relief granted herein.

13. The Cash Management Banks are authorized to debit the Debtors’ accounts in the

ordinary course of business and without further order of the Court on account of all checks drawn

on the Debtors’ accounts that were cashed at the Cash Management Banks’ counters or exchanged

for cashier’s or official checks by the payees thereof prior to the Petition Date.

14. The banks and financial institutions on which checks were drawn or electronic

payment requests made in payment of the prepetition obligations approved herein are authorized


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to receive, process, honor, and pay all such checks and electronic payment requests when presented

for payment, and all such banks and financial institutions are authorized to rely on the Debtors’

designation of any particular check or electronic payment request as approved by this Interim

Order.

15. The Cash Management Banks are authorized, without further order of this Court,

to charge back to the appropriate accounts of the Debtors any amounts resulting from returned

checks or other returned items, including returned items that result from ACH transactions, wire

transfers, or other electronic transfers of any kind, regardless of whether such returned items were

deposited or transferred prepetition or postpetition and regardless of whether the returned items

relate to prepetition or postpetition items or transfers.

16. Any bank, including the Cash Management Banks, may rely upon the

representations of the Debtors with respect to whether any check, draft, wire, or other transfer

drawn or issued by the Debtors prior to the Petition Date should be honored pursuant to any order

of this Court, and no bank that honors a prepetition check or other item drawn on any account that

is the subject of this Interim Order (a) at the direction of the Debtors, (b) in a good-faith belief that

this Court has authorized such prepetition check or item to be honored, or (c) as a result of a

mistake made despite implementation of reasonable customary handling procedures, shall be

deemed to be nor shall be liable to the Debtors, their estates, or any other party on account of such

prepetition check or other item being honored postpetition, or otherwise deemed to be in violation

of this Interim Order.

17. All banks maintaining any of the Bank Accounts that are provided with notice of

this Interim Order shall not honor or pay any bank payments drawn on the listed Bank Accounts

or otherwise issued before the Petition Date for which the Debtors specifically issue stop payment


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orders in accordance with the documents governing such Bank Accounts. The Cash Management

Banks may rely, without a duty of inquiry, upon the failure of the Debtors to issue a stop payment

order with respect to any item, whether such item is issued prepetition or postpetition, as a direction

by the Debtors that such item be paid.

18. Any banks, including the Cash Management Banks, are further authorized to honor

the Debtors’ directions with respect to the opening and closing of any Bank Account and accept

and hold, or invest, the Debtors’ funds in accordance with the Debtors’ instructions.

19. Except as otherwise provided in this Interim Order, the Cash Management Banks

are authorized to charge, and the Debtors are authorized, but not directed, to pay, honor, or allow

deductions from the appropriate account, prepetition and postpetition fees, costs, charges, and

expenses, including the Bank Fees, whether such items were incurred or deposited prepetition or

postpetition, to the Bank Accounts in the ordinary course of business consistent with prepetition

practices, including, without limitation, pursuant to that certain letter agreement with CIBC, dated

February 5, 2020. Any such postpetition fees, costs, charges, and expenses, including the Bank

Fees, that are not so paid shall be entitled to priority as administrative expenses pursuant to section

503(b)(1) of the Bankruptcy Code.

20. Notwithstanding the Debtors’ use of the 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.

21. The Debtors are authorized to continue engaging in Intercompany Transactions in

connection with the Cash Management System in the ordinary course of business; provided,

however, that there shall be no intercompany loans from the Debtors to any non-debtors, absent


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further order of the Court; and provided further that prior to the final order on this Motion, transfers

from the Debtors to non-debtor affiliates shall not exceed $300,000.00.

22. Pursuant to sections 503(b)(1) of the Bankruptcy Code, all postpetition payments

on account of an Intercompany Transaction made by (a) a Debtor to another Debtor or (b) a Non-

Debtor Affiliate to a Debtor shall in each case be accorded administrative expense status (including

with respect to “netting” or setoffs). In connection therewith, the Debtors shall continue to

maintain accurate and detailed records of all transfers, including intercompany transfers, so that

all transactions may be readily ascertained, traced, recorded properly and distinguished between

pre-petition and post-petition transactions.

23. Transfers made by a Debtor to a Non-Debtor Affiliate or by a Non-Debtor Affiliate

to a Debtor shall be deemed a claim against, and loan to, such Non-Debtor Affiliate or Debtor, as

applicable, except to the extent such transfers are on account of antecedent debts.

24. Nothing in this Interim Order authorizes the Debtors to accelerate any payments

not otherwise due prior to the date of the Final Hearing.

25. Notwithstanding the relief granted in this Interim Order and any payment made or

actions taken pursuant to such relief, nothing in this Interim Order shall be deemed: (a) an

admission as to the validity of any prepetition claim against a Debtor entity; (b) a waiver of the

Debtors’ or any other party in interest’s right to dispute any prepetition claim on any grounds; (c)

a promise or requirement to pay any prepetition claim; (d) an implication or admission that any

particular claim is of a type specified or defined in this Interim Order or the Motion; (e) a request

or authorization to assume any prepetition agreement, contract, or lease pursuant to section 365 of

the Bankruptcy Code; (f) a waiver of the Debtors’ or any other party in interest’s rights under the

Bankruptcy Code or any other applicable law; or (g) a concession by the Debtors that any liens


MARY F. WALRATH UNITED STATES BANKRUPTCY JUDGE

- 10 -

(contractual, common law, statutory, or otherwise) satisfied pursuant to the Motion are valid and

the rights of all parties in interest to contest the extent, validity, or perfection of, or seek avoidance

of, all such liens are expressly reserved.

26. Nothing contained in the Motion or this Interim Order shall be construed to

(a) create or perfect, in favor of any person or entity, any interest in cash of a Debtor that did not

exist as of the Petition Date or (b) alter or impair the validity, priority, enforceability, or perfection

of any security interest or lien, in favor of any person or entity, that existed as of the Petition Date.

27. The contents of the Motion satisfy the requirements of Bankruptcy Rule 6003(b).

28. Notice of the Motion as provided therein shall be deemed good and sufficient notice

of such Motion and the requirements of Bankruptcy Rule 6004(a) and the Local Rules are satisfied

by such notice.

29. Notwithstanding Bankruptcy Rule 6004(h), the terms and conditions of this Interim

Order are immediately effective and enforceable upon its entry.

30. All time periods set forth in this Interim Order shall be calculated in accordance

with Bankruptcy Rule 9006(a).

31. The Debtors are authorized to take all actions necessary to effectuate the relief

granted in this Interim Order in accordance with the Motion.

32. 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: February 20th, 2020 Wilmington, Delaware


Exhibit 1

Cash Management Bank Accounts

No. Entity Bank Name Account Number Account Type 1 VIP Cinema, LLC CIBC Bank USA x7553 Operating2 VIP Cinema, LLC CIBC Bank USA x7940 Payroll3 VIP Cinema, LLC CIBC Bank USA x2026 Money Market4 VIP Cinema, LLC CIBC Bank USA x9007 Restricted Cash5 VIP Cinema, LLC Bancorp South x8943 Operating6 VIP Components, LLC CIBC Bank USA x5458 Operating7 VIP Components, LLC CIBC Bank USA x7193 Payroll8 VIP Cinema Holdings, Inc. Bancorp South x4118 Operating

9 VIP Cinema Holdings, Inc. CIBC Bank USA x9133 CIBC Cash Collateral

10 VIP Property Management

II, LLCBancorp South x4094 Operating

Case 20-10345-MFW Doc 77-1 Filed 02/20/20 Page 1 of 1Case 20-10345-MFW Doc 104 Filed 03/05/20 of 15

In re VIP Cinema Holdings, Inc. et al. Case No. 20-10345 (MFW)

Debtors Reporting Period: Initial Operating Report

Date Number

Ropes & Gray Various Wire VIP Cinema LLC See FN2 See FN2 $1,050,000.00Bayard, P.A. 2/7/2020 Wire VIP Cinema LLC $75,000.00 $0.00 $75,000.00AlixPartners 1/3/2020 Wire VIP Cinema LLC $100,000.00 $0.00 $100,000.00AlixPartners 2/7/2020 Wire VIP Cinema LLC $100,000.00 $0.00 $100,000.00Omni Agent Solutions 2/14/2020 Wire VIP Cinema LLC $15,000.00 $0.00 $15,000.00Grant Thornton 2/7/2020 Wire VIP Cinema LLC $50,000.00 $0.00 $50,000.00

1 Identify all Evergreen Retainers

(2) Ropes & Gray received prepetition advance payments that they applied against invoices for fees and expenses incurred. At present, Ropes & Gray holds the above

amount (the "Advance Payment Retainer"), but has not yet reconciled the full the final amount of the fees and expenses incurred in connection with representing the

Debtors (the "Prepetition Final Billing Amount"). Pursuant to Ropes & Gray's Engagement Agreement and subject to the orders of the Bankruptcy Court, Ropes & Gray

may deduct the Final Prepetition Billing Amount from the amount the Advance Payment Retainer and has requested the balance be retained as a post-petition retainer to

be applied against any fees and expenses approved by the Court with respect to Ropes & Gray's final fee application.

Check

SCHEDULE OF RETAINERS PAID TO PROFESSIONALS (This schedule is to include each Professional paid a retainer 1)

Payee Name of Payor Amount

Amount Applied

to Date Balance

Form IR-2

(4/07)


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