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Full title: Status Report on Unresolved Claims for Deferred Leases filed by Other Party TPS Group Holdings LLC (Mattera, Alex) (Entered: 01/08/2021)

Document posted on Jan 7, 2021 in the bankruptcy, 5 pages and 0 tables.

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF MASSACHUSETTS (CENTRAL DIVISION) ------------------------------------------------------------ x In re: : Chapter 11 : TPS Oldco, LLC, et al.,1 : Case No. 20-40743 (CJP) : Debtors. : (Jointly Administered) : ------------------------------------------------------------ x STATUS REPORT ON UNRESOLVED CLAIMS FOR DEFERRED LEASES TPS Group Holdings LLC (the “Buyer”), the Court-approved purchaser of substantially all of the assets of the above captioned Debtors, hereby submits its status report on assumption and rejection of the Deferred Leases (the “Status Report”). 1. On July 14, 2020 (the “Petition Date”), the Debtors filed their voluntary petitions for relief under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Massachusetts (Central Division) (the “Court”). The Debtors continue to be debtors-in-possession pursuant to the Bankruptcy Code. 2. On September 1, 2020, the Court entered the Order Granting Expedited Motion Of Debtors For The Entry Of An Order (A) Authorizing And Approving The Sale Of Substantially All Of The Assets Of The Debtors Free And Clear Of All Liens, Claims And Encumbrances; (B) Approving Auction Sale Timing And Format, Bidding Procedures, And Certain Bid Protections In The Event A Stalking Horse Bidder Is Designated By The Debtors; (C) Approving Form Of Notice To Be Provided To Interested Parties; And (D) Approving Procedures Related To The Assumption 1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number, are TPS Oldco, LLC (2442) and TPS Holdings, LLC (9193). The Debtors’ corporate headquarters and service address is 20 Main Street, Acton, MA 01720.

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And Assignment Of Certain Executory Contracts And Unexpired Leases [Docket No. 367] (the “Sale Order”).2 3. Pursuant to the Sale Order, on October 1, 2020, the Court conducted a status conference (the “Status Conference”), at which time the Buyer presented a status update on the remaining issues relating to pending Assumption Objections. 4. On October 15, 2020, the Court entered the Proceeding Memorandum and Order [Docket No. 407], in which the Court, among other things, scheduled a two day evidentiary hearing for January 19 and 20, 2021 on the remaining issues relating to any Assumption Objections and the Deferred Leases (the “Hearing”), scheduled a prehearing conference for January 12, 2021 (the “Prehearing Conference”), and directed the Buyer to file a status report with respect to the Deferred Leases. DEFERRED LEASES STATUS REPORT 5. As of the date of the Status Conference, there were eighty-eight (88) Deferred Leases. 6. On September 28 and November 2, 2020, the Buyer filed a Notice Of Rejection Of Certain Unexpired Leases [Docket No. 398] evidencing the rejection of two (2) Deferred Leases pursuant to the Sale Order. 7. On December 15, 2020, the Buyer filed its Motion For Order Authorizing Assumption And Assignment Of Certain Unexpired Leases [Docket No. 426] and its First Notice Of Assumption Of Certain Unexpired Leases [Docket No. 427] seeking to assume twenty-five (25) Deferred Leases (collectively, the “First Assumption Motion and Notice”). 2 Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to them in the Sale Order.

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8. On December 24, 2020, the Court granted the First Assumption Motion and Notice and issued the Order Authorizing Assumption And Assignment Of Certain Unexpired Leases [Docket No. 438-1] approving the assumption of the twenty-five (25) Deferred Leases described therein. 9. On January 7, 2021, the Buyer filed a Notice Of Rejection Of Certain Unexpired Leases [Docket No. 455] evidencing the rejection of one (1) Deferred Lease pursuant to the Sale Order. 10. On the date of this Status Report, the Buyer filed its Second Notice Of Assumption Of Certain Unexpired Leases evidencing the assumption of an additional ten (10) Deferred Leases pursuant to the Sale Order. 11. Of the remaining fifty (50) Deferred Leases: a. approximately five (5) Deferred Leases are awaiting execution by the Deferred Lease counterparty of what the Buyer believes to be a finalized and negotiated lease amendment to the Deferred Lease, and upon such execution, the Buyer will file notices of assumption of such Deferred Leases in accordance with the Sale Order. b. approximately twenty-three (23) Deferred Leases are subject to what Buyer believes to be an agreement in principle between the Buyer and the Deferred Lease counterparty, and the documentation for relevant lease amendments with respect to these Deferred Leases are currently being negotiated between the parties. The Buyer is working towards the execution of such documentation prior to the Hearing, and upon such execution, the Buyer will file notices of assumption of such Deferred Leases in accordance with the Sale Order.

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c. The Buyer anticipates that it will designate the assumption and assignment (without the need for lease amendments) or rejection of twenty-one (21) Deferred Leases prior to the Hearing in accordance with the Sale Order. d. The Buyer anticipates that one (1) Deferred Lease may be subject to disputes in connection with assumption of such Deferred Lease and assignment to the Buyer, particularly with respect to the cure amount. For the avoidance of doubt, the Buyer reserves the right to reject such Deferred Lease in accordance with the Sale Order. 12. The Buyer anticipates that it will not ask the Court to rule on non-consensual assumption matters at the Hearing for more than one (1) Deferred Lease. [Remainder of this page left intentionally blank]

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Dated: January 8, 2021 By its attorneys, Boston, Massachusetts /s/ Alex F. Mattera Alex F. Mattera, BBO No. 641760 Pierce Atwood LLP 100 Summer Street, 22nd Floor Boston, MA 02110 Telephone: (617) 488-8112 Email: amattera@pierceatwood.com LATHAM & WATKINS LLP Adam J. Goldberg (admitted pro hac vice) Christopher J. Kochman (admitted pro hac vice) 885 Third Avenue New York, New York 10022 Telephone: (212) 906-1200 Facsimile: (212) 751-4864 E-mail: adam.goldberg@lw.com E-mail: chris.kochman@lw.com Co-Counsel to the Buyer CERTIFICATE OF SERVICE I, Alex F. Mattera, do hereby certify that on the 8th day of January 2021 I caused a copy of the foregoing document to be served through the ECF system, and that copies will be sent electronically to registered participants as identified on the Notice of Electronic Filing (NEF). /s/ Alex F. Mattera Alex F. Mattera