Case KJC Doc 166 Filed 04/16/19 Page 1 of 6 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE.

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1 Case KJC Doc 166 Filed 04/16/19 Page 1 of 6 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: 1515-Geenergy Holding Co., LLC, et al., 1 Debtors. Chapter 11 Case No (KJC) (Jointly Administered) Objection Deadline: April 18, 2019 at 4:00 p.m. (Eastern Time) Related Docket No. 142 LIMITED OBJECTION OF IROQUOIS GAS TRANSMISSION SYSTEM, LP TO NOTICE OF POTENTIAL ASSUMPTION, SALE AND ASSIGNMENT OF CERTAIN UNEXPIRED LEASES AND EXECUTORY CONTRACTS AND SALE HEARING Iroquois Gas Transmission System, LP ( Iroquois ) submits this limited objection to that certain Notice of Potential Assumption, Sale and Assignment of Certain Unexpired Leases and Executory Contracts and Sale Hearing [Doc. No. 142] (the Notice of Assumption ), 2 concerning certain Potential Designated Contracts with Iroquois proposed to be assumed and their corresponding Cure Costs, and represents as follows: BACKGROUND 1. On February 14, 2019 (the Petition Date ), 1515-Geenergy Holding Co., LLC and its above-captioned affiliated debtors and debtors in possession (each a Debtor, and collectively, the Debtors ) filed voluntary petitions for relief under chapter 11 of title 11 of the United States Code, 11 U.S.C. 101 et. seq. (the Bankruptcy Code ), and each thereby 1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor s federal tax identification number, include: 1515-GEEnergy Holding Co., LLC (0428); BBPC, LLC d/b/a Great Eastern Energy (0428). The location of the Debtors service address is: 1515 Sheepshead Bay Road, Brooklyn, NY Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such terms in the Notice of Assumption.

2 Case KJC Doc 166 Filed 04/16/19 Page 2 of 6 commenced chapter 11 cases in the United States Bankruptcy Court for the District of Delaware (the Court ). 2. The Debtors remain in possession of their property and continue to manage their businesses as debtors in possession pursuant to sections 1107 and 1108 of the Bankruptcy Code. 3. Prior to the Petition Date, Iroquois entered into the following agreements with Debtor BBPC, LLC d/b/a Great Eastern Energy ( Great Eastern Energy ) for Iroquois to provide certain natural gas transportation services to Great Eastern (collectively, the Iroquois Contracts ): a. that certain Blanket Gas Transportation Contract For Firm Reserved Service With Replacement Shipper between Iroquois and Great Eastern Energy dated as of October 21, 2010; b. that certain Park and Loan Service Contract between Iroquois and Great Eastern Energy dated as of October 9, 2012, as amended by that certain Park and Loan Service Contract First Amendment to P dated October 13, 2015, that certain Park and Loan Service Contract Second Amendment to P dated January 12, 2016, that certain Park and Loan Service Contract Third Amendment to P dated May 8, 2017, and that certain Park and Loan Service Contract Fourth Amendment to P dated October 10, 2017; and c. that certain Gas Transportation Contract For Interruptible Service dated as of January 8, 2016 between Iroquois and Great Eastern Energy. 4. In relation to the obligations of Great Eastern Energy under the aforementioned Iroquois Contracts, prior to the Petition Date, Macquarie Bank Limited issued an irrevocable standby letter of credit (number CLXXXXX915) in favor of Iroquois (and available with Bank of New York Mellon) for the account of Great Eastern Energy, up to the aggregate stated amount of $1,200,000 (the Iroquois L/C ). The Iroquois L/C is set to expire by its terms on June 1, On March 12, 2019, Debtors filed a motion [Docket No. 79] (the Sale Motion ) seeking approval of, among other things, (i) bid procedures (the Bidding Procedures ) in - 2 -

3 Case KJC Doc 166 Filed 04/16/19 Page 3 of 6 connection with the sale (the Sale ) of substantially of the Debtors business assets (the Purchased Assets ) with the Court, (ii) procedures to determine cure amounts and deadlines for objections to certain contracts and leases that may be assumed and assigned (the Contract Procedures ), and (iii) the date, time and place for a sale hearing, and for objections to the sale and related relief. On March 26, 2019, the Court entered an order approving the Bidding Procedures [Doc. No. 130] (the Bidding Procedures Order ). 6. In connection with the Sale and Bidding Procedures, the Debtors and the applicable Prevailing Bidder will seek entry of an order or orders from the Bankruptcy Court approving the Sale of the Purchased Assets (the Sale Order ). To date, a Stalking Horse Bidder for the Purchased Assets has not been identified or selected. 7. Pursuant to the Motion and the Bidding Procedures Order, on April 1, 2019, the Debtors filed the Notice of Assumption identifying certain Potential Designated Contracts on Exhibit A to the Notice of Assumption (the Potential Designated Contract Schedule ) that the Debtors may seek to assume, sell and assign free and clear of all liens, claims, encumbrances, and interests upon satisfaction of the related Cure Costs. The Potential Designated Contract Schedule includes a line item for Iroquois along with and a corresponding Cure Cost of $1,200,000 a notation that Value reflects replace Letter of Credit required. LIMITED OBJECTION 8. As a preliminary matter, Iroquois does not object to the assumption of the Iroquois Contracts by the Debtors. However, the description included in the Potential Designated Contract Schedule is lacking, and based on the Debtors filings and a review of Iroquois books and records it is unclear which specific Iroquois Contracts with Great Eastern Energy are to be assumed by the Debtors and whether the corresponding Cure Costs are correct or adequate. Moreover, - 3 -

4 Case KJC Doc 166 Filed 04/16/19 Page 4 of 6 because a purchaser has not been identified, Iroquois has no ability to determine whether any such purchaser can provide adequate assurance of future performance, particularly with respect to the credit support required under the Iroquois Contracts and applicable law. 9. Accordingly, Iroquois submits this limited objection in order to (i) specifically identify which Iroquois Contracts are included in the Potential Designated Contract Schedule and the Notice of Assumption, (ii) determine precisely which Iroquois Contracts are to be assumed or rejected, (iii) obtain clarification as to the proposed Cure Cost related to each (or any) of the Iroquois Contracts, (iv) obtain clarification as to the Debtors notation regarding a replacement letter of credit, and (v) ensure that any potential purchaser can provide adequate assurance of future performance under the Iroquois Contracts and applicable law. As a result, until the foregoing is clarified and reconciled, Iroquois disputes the proposed Cure Costs for each of the Potential Designated Contracts listed by the Debtors in the Notice of Assumption and submits this limited objection in order to preserve their rights to obtain and receive the appropriate Cure Costs upon the assumption of the Potential Designated Contracts (including the Iroquois Contracts). 10. Iroquois expressly reserves its rights to supplement, modify or amend this limited objection until such time as a final order is entered approving the assumption of and Cure Costs with respect to the Potential Designated Contracts. Nothing set forth herein shall constitute a waiver, discharge or disallowance of any and all rights, claims, causes of action, and defenses that Iroquois has asserted, or may assert, with respect to proofs of claim against the Debtors or its rights under the Iroquois L/C. Iroquois also expressly reserves all of its rights to seek to compel the assumption or rejection of any of its contracts or agreements with the Debtors, including the Iroquois Contracts. In addition, nothing set forth herein shall constitute a waiver or discharge of - 4 -

5 Case KJC Doc 166 Filed 04/16/19 Page 5 of 6 any and all of Iroquois rights under, inter alia, any post-petition contracts or agreements entered into between Iroquois and the Debtors. Moreover, nothing set forth in this limited objection shall be construed as a waiver, release, discharge or disallowance of any and all administrative claims of Iroquois against any and all of the Debtors arising from, or in connection with, inter alia, any post-petition amounts due and owing to Iroquois from the Debtors. CONCLUSION WHEREFORE, for the foregoing reasons, Iroquois respectfully request that this Court enter an order (i) sustaining this limited objection; (ii) conditioning the assumption of the Potential Designated Contracts on the clarification of the specific executory contracts to be assumed and payment of all outstanding obligations through the date of assumption; (iii) ensuring that any purchaser provide adequate assurance of future performance, including the required credit support under the Iroquois Contracts and applicable law, and (iv) granting such other and further relief as the Court deems just and proper. Dated: April 16, 2019 Wilmington, Delaware CHIPMAN BROWN CICERO & COLE, LLP /s/ William E. Chipman, Jr. William E. Chipman, Jr. (No. 3818) Hercules Plaza 1313 North Market Street, Suite 5400 Telephone: (302) Facsimile: (302) chipman@chipmanbrown.com and TROUTMAN SANDERS LLP Harris B. Winsberg (Pro Hac Vice To Be Filed) 600 Peachtree Street, NE Suite 3000 Atlanta, Georgia Telephone: (404) Facsimile: (404) harris.winsberg@troutman.com - 5 -

6 Case KJC Doc 166 Filed 04/16/19 Page 6 of 6 Brett D. Goodman (Pro Hac Vice To Be Filed) 875 Third Avenue New York, NY Telephone: (212) Facsimile: (212) brett.goodman@troutman.com Counsel for Iroquois Gas Transmission System, LP - 6 -