cag Doc#412 Filed 08/26/16 Entered 08/26/16 12:03:10 Main Document Pg 1 of 8

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1 cag Doc#412 Filed 0/26/16 Entered 0/26/16 12:03:10 Main Document Pg 1 of IN THE UNITED STATES BANKRUPTCY COURT FOR THE WESTERN DISTRICT OF TEXAS SAN ANTONIO DIVISION In re: Sanjel (USA) Inc., et al., Debtors in a foreign proceeding. Case No cag (Chapter 15) Jointly Administered MOTION FOR EXPEDITED HEARING ON EXPEDITED MOTION OF LIBERTY OILFIELD SERVICES HOLDINGS LLC FOR ORDER ENFORCING COMPLIANCE WITH PRIOR ORDER (A) APPROVING THE SALE OF SUBSTANTIALLY ALL ASSETS RELATED TO SUCH DEBTORS UNITED STATES BUSINESSES FREE AND CLEAR OF LIENS, CLAIMS, ENCUMBRANCES, AND INTERESTS, (B) RECOGNIZING AND GIVING FULL FORCE AND EFFECT TO THE ORDER OF THE CANADIAN COURT APPROVING THE SALE OF SUCH ASSETS, AND (C) GRANTING RELATED RELIEF TO THE HONORABLE UNITED STATES BANKRUPTCY JUDGE: Liberty Oilfield Services Holdings LLC ( Liberty ), by and through its undersigned counsel, submits this Motion for Expedited Hearing on Expedited Motion of Liberty Oilfield Services Holdings LLC for Order Enforcing Compliance with Prior Order (A) Approving the Sale of Substantially All Assets Related to Such Debtors United States Businesses Free and Clear of Liens, Claims, Encumbrances, and Interests, (B) Recognizing and Giving Full Force and Effect to the Order of the Canadian Court Approving the Sale of Such Assets, and (C) Granting Related Relief (the Motion to Expedite ) 1 and moves the Court for entry of an order expediting the hearing on the Expedited Motion of Liberty Oilfield Services Holdings LLC for Order Enforcing Compliance with Prior Order (A) Approving the Sale of Substantially All Assets Related to Such Debtors United States Businesses Free and Clear of Liens, Claims, Encumbrances, and Interests, (B) Recognizing and Giving Full Force and Effect to the Order of 1 All capitalized terms not defined herein shall have the meanings given to them in the Motion to Enforce (defined below).

2 cag Doc#412 Filed 0/26/16 Entered 0/26/16 12:03:10 Main Document Pg 2 of the Canadian Court Approving the Sale of Such Assets, and (C) Granting Related Relief (the Motion to Enforce ) [Docket No. 410] pursuant to 11 U.S.C. 105 and Rule 9014 of the Local Court Rules of the United States Bankruptcy Court for the Western District of Texas (the Bankruptcy Local Rules ). In support of the Motion to Expedite, Liberty respectfully represents as follows: JURISDICTION, VENUE & BACKGROUND 1. This Court has jurisdiction to consider the Motion to Expedite pursuant to 2 U.S.C. 157 and 1334 and section 1501 of title 11 of the United States Code (the Bankruptcy Code ). In addition, pursuant to paragraph 39 of the Order (A) Approving the Sale of Substantially All Assets Related to Such Debtors United States Businesses Free and Clear of Liens, Claims, Encumbrances, and Interests, (B) Recognizing and Giving Full Force and Effect to the Order of the Canadian Court Approving the Sale of Such Assets, and (C) Granting Related Relief [Docket No. 252] (the U.S. Sale Order ), this Court retained jurisdiction to interpret, implement and enforce the terms and provisions of such order, and to adjudicate, if necessary, all disputes relating to such order. This is a core proceeding pursuant to 2 U.S.C. 157(b)(2). Venue is proper before this Court pursuant to 2 U.S.C. 140 and On April 4, 2016 (the Petition Date ), 2 the Monitor, in its capacity as foreign representative of the above-captioned chapter 15 debtors (collectively, the Chapter 15 Debtors ), filed petitions for relief under chapter 15 of the Bankruptcy Code. The Court has entered orders jointly administering the chapter 15 cases of all of the Chapter 15 Debtors. On April 29, 2016, this Court entered the Order Granting Expedited Petitions for Recognition as 2 The Petition Date for Sanjel Canada Ltd. is April 11,

3 cag Doc#412 Filed 0/26/16 Entered 0/26/16 12:03:10 Main Document Pg 3 of Foreign Main Proceedings Pursuant to Sections 1515 and 1517 of the United States Bankruptcy Code and Related Relief [Docket No. 15]. 3. On April 2, 2016, the Canadian Court approved the sale of the Purchased Assets by certain of the Chapter 15 Debtors (the Vendors ) to Liberty. On May 1, 2016, this Court entered the U.S. Sale Order and approved the sale of the Purchased Assets by the Vendors to Liberty pursuant to section 363 of the Bankruptcy Code and also recognized and gave full force and effect to the Canadian sale order. 4. Liberty has filed the Motion to Enforce concurrently herewith, seeking to enforce the terms of the U.S. Sale Order against the Chapter 15 Debtors primary landlord MacBain Properties Ltd. and certain of its U.S. subsidiaries (collectively, MacBain ). The relief sought in the Motion to Enforce is pressing as MacBain is refusing to allow Liberty to remove and enjoy certain of the assets Liberty purchased from the Vendors pursuant to the U.S. Sale Order and, as of the date of this Motion to Expedite, Liberty is required to remove all such assets from the subject properties by no later than September 30, RELIEF REQUESTED 5. Liberty seeks to have a hearing on the Motion to Enforce on an expedited basis. Specifically, Liberty seeks to have the Motion to Enforce considered by this Court on September, 2016 at 10:30 a.m. (Central Time) (or, in any event, on or prior to September 9, 2016). BASIS FOR RELIEF 6. Pursuant to the Asset Purchase Agreement, dated April 3, 2016 (as amended, supplemented or modified from time to time, the APA ), approved by this Court pursuant to the U.S. Sale Order, Liberty purchased substantially all of the assets related to the Vendors United States businesses. Section 6.5(c) of the APA required Liberty to remove all Purchased Assets from the Vendors applicable real property within 30 days from the closing (i.e., July 13, 2016). 3

4 cag Doc#412 Filed 0/26/16 Entered 0/26/16 12:03:10 Main Document Pg 4 of Pursuant to this Court s Order Granting Monitor s Motion for Entry of an Order Extending the Time to Assume or Reject Certain Leases of Nonresidential Real Property and Granting Related Relief (the Lease Deadline Extension Order ) [Docket No. 34], the Vendors agreed to extend Liberty s time to use and occupy six specified locations 3 (the Specified Locations ) until September 11, On August 25, 2016, pursuant to the Lease Deadline Extension Order, the Monitor and the Vendors agreed to extend Liberty s time to remove all such assets from September 11, 2016 to September 30, Liberty requests expedited relief on the Motion to Enforce as MacBain is refusing to comply with the terms of the U.S. Sale Order and is interfering with Liberty s ability to remove and enjoy certain of the Purchased Assets (i.e., Bulk Plants) from the Specified Locations. Bulk Plants are large equipment units commonly used in and integral to the cementing industry to: (i) store cement and additives in bulk amounts and (ii) effectively mix and prepare cement blends to exacting specifications. Without expedited resolution on the issues raised in the Motion to Enforce, Liberty s ability to timely remove the Bulk Plants from the Specified Locations and otherwise enjoy the Bulk Plants will be frustrated. 4. Therefore, it is critical that the Motion to Enforce be heard and adjudicated upon by the Court as soon as possible. There is good and sufficient cause to grant this Motion. 3 The applicable premises are located in Williston, North Dakota, Fort Lupton, Colorado, Cibolo, Texas and Odessa, Texas. 4 With respect to at least one of the Specified Locations, Liberty has been in discussions with MacBain to enter into a long-term lease. Because MacBain is claiming title to the Bulk Plants, the parties are at a standstill in negotiations. Accordingly, Liberty requires the enforcement of the terms of the U.S. Sale Order against MacBain on an expedited basis in order to understand whether it must remove such assets promptly. 4

5 cag Doc#412 Filed 0/26/16 Entered 0/26/16 12:03:10 Main Document Pg 5 of NOTICE 9. Due to the limited relief requested herein, notice of this Motion will be provided by overnight courier to: (i) counsel to MacBain; (ii) counsel for the Chapter 15 Debtors; (iii) counsel to the Monitor; (iv) counsel to Alberta Treasury Branches a/k/a ATB Financial as Agent for the Senior Secured Lenders; and (v) the U.S. Trustee. Liberty submits that, under the circumstances, such notice constitutes due and sufficient notice of this Motion and that no other or further notice is necessary. 10. Liberty also requests authority to provide limited notice of any Order approving the Motion to Expedite as well as the Motion to Enforce by overnight courier to: (i) counsel to MacBain; (ii) counsel to the Monitor; (iii) counsel to the Chapter 15 Debtors; (iv) counsel to Alberta Treasury Branches a/k/a ATB Financial as Agent for the Senior Secured Lenders; and (v) the U.S. Trustee. Due to the limited nature of the relief requested herein and in the Motion to Enforce and the fact that all parties who could be affected by the requested relief will be provided notice, Liberty respectfully submits that no other or further notice is required or necessary and, under the circumstances, requests this Court authorize such limited service. WHEREFORE, Liberty respectfully requests that the Court enter an Order, in the form of Exhibit A attached hereto, setting an expedited hearing on the Motion to Enforce on September, 2016 at 10:30 a.m. (Central Time) (or, in any event, on or prior to September 9, 2016). Liberty also requests such other and further relief as is just and proper. The remainder of this page is intentionally left blank. 5

6 cag Doc#412 Filed 0/26/16 Entered 0/26/16 12:03:10 Main Document Pg 6 of Dated: New York, New York August 26, 2016 WILLKIE FARR & GALLAGHER LLP Counsel for Liberty Oilfield Services Holdings LLC By: /s/ Robin Spigel Matthew A. Feldman Robin Spigel (Admitted Pro Hac Vice) Ji Hun Kim 77 Seventh Avenue New York, New York Telephone: (212) Facsimile: (212)

7 cag Doc#412 Filed 0/26/16 Entered 0/26/16 12:03:10 Main Document Pg 7 of CERTIFICATE OF CONFERENCE I am the attorney for Liberty Oilfield Services Holdings LLC. The relief sought herein applies directly to MacBain Properties Ltd. and certain of its U.S. subsidiaries, who are the Chapter 15 Debtors primary landlord. On August 24, 2016, I contacted Vincent Slusher of DLA Piper LLP, U.S. counsel to MacBain, concerning this request for an expedited hearing. Mr. Slusher agreed to the expedited setting of having the hearing on the Motion to Enforce during the week of September 5, 2016, but reserved all rights to (i) assert that this matter needs to proceed by adversary proceeding and (ii) request adjournment. CERTIFICATE OF SERVICE /s/ Robin Spigel Robin Spigel I certify a copy of the foregoing document will be served by electronic notification by the Electronic Case Filing system for the United States Bankruptcy Court for the Western District of Texas and the parties listed below by overnight mail, on August 26, 2016: Office of the United States Trustee Assistant U.S. Trustee 615 E. Houston, Suite 533 San Antonio, TX 7205 Vincent P. Slusher DLA Piper LLP 1717 Main St. Suite 1900 Dallas, TX 7524 David E. Avraham DLA Piper LLP 203 N LaSalle St. Suite 1900 Chicago, IL Deborah D. Williamson Patrick Huffstickler Dykema Cox Smith 112 East Pecan Street, Suite 100 San Antonio, Texas 7205 Harry A. Perrin Vinson & Elkins LLP 1001 Fannin Street, Suite 2500 Houston, TX

8 cag Doc#412 Filed 0/26/16 Entered 0/26/16 12:03:10 Main Document Pg of Steven M. Abramowitz Marissa Secco Vinson & Elkins LLP 666 Fifth Avenue 26th Floor New York, NY Richard G. Mason Emil A. Kleinhaus Wachtell Lipton Rosen & Katz 51 W. 52 nd Street New York, NY David Gragg Roderick Glen Ayers Langley & Banack, Inc. 745 E. Mulberry, Suite 900 San Antonio, TX 7212 /s/ Robin Spigel Robin Spigel

9 cag Doc#412-1 Filed 0/26/16 Entered 0/26/16 12:03:10 Proposed Order Pg 1 of 2 UNITED STATES BANKRUPTCY COURT FOR THE WESTERN DISTRICT OF TEXAS SAN ANTONIO DIVISION In re: Sanjel (USA) Inc., et al., Debtors in a foreign proceeding. Case No cag (Chapter 15) Jointly Administered ORDER GRANTING MOTION FOR EXPEDITED HEARING ON EXPEDITED MOTION OF LIBERTY OILFIELD SERVICES HOLDINGS LLC FOR ORDER ENFORCING COMPLIANCE WITH PRIOR ORDER (A) APPROVING THE SALE OF SUBSTANTIALLY ALL ASSETS RELATED TO SUCH DEBTORS UNITED STATES BUSINESSES FREE AND CLEAR OF LIENS, CLAIMS, ENCUMBRANCES, AND INTERESTS, (B) RECOGNIZING AND GIVING FULL FORCE AND EFFECT TO THE ORDER OF THE CANADIAN COURT APPROVING THE SALE OF SUCH ASSETS, AND (C) GRANTING RELATED RELIEF After considering the Motion for Expedited Hearing on Expedited Motion of Liberty Oilfield Services Holdings LLC for Order Enforcing Compliance with Prior Order (A) Approving the Sale of Substantially All Assets Related to Such Debtors United States Businesses Free and Clear of Liens, Claims, Encumbrances, and Interests, (B) Recognizing and Giving Full Force and Effect to the Order of the Canadian Court Approving the Sale of Such

10 cag Doc#412-1 Filed 0/26/16 Entered 0/26/16 12:03:10 Proposed Order Pg 2 of 2 Assets, and (C) Granting Related Relief (the Motion to Expedite ), the Court finds that there is good and just cause to GRANT the relief requested therein; and notice of the Motion to Expedite having been adequate; and no other or further notice need be given. GRANTED; and IT IS, THEREFORE, ORDERED that the Motion to Expedite is hereby IT IS FURTHER ORDERED that an expedited hearing on the Expedited Motion of Liberty Oilfield Services Holdings LLC for Order Enforcing Compliance with Prior Order (A) Approving the Sale of Substantially All Assets Related to Such Debtors United States Businesses Free and Clear of Liens, Claims, Encumbrances, and Interests, (B) Recognizing and Giving Full Force and Effect to the Order of the Canadian Court Approving the Sale of Such Assets, and (C) Granting Related Relief (the Motion to Enforce ) shall occur on, 2016 at a.m. (Central Time) (the Hearing ) before the Honorable Craig Gargotta, United Stated Bankruptcy Court for the Western District of Texas, 5 th Floor, 615 E. Houston, San Antonio, Texas IT IS FURTHER ORDERED that counsel for Liberty shall provide notice of the Hearing in the limited manner as set forth in the Motion to Expedite. Submitted by: Robin Spigel (Admitted Pro Hac Vice) rspigel@willkie.com WILLKIE FARR & GALLAGHER LLP 77 Seventh Avenue New York, New York Telephone: (212) Facsimile: (212) COUNSEL FOR LIBERTY OILFIELD SERVICES HOLDINGS LLC # # # 2

11 cag Doc#412-2 Filed 0/26/16 Entered 0/26/16 12:03:10 Exhibit A Pg 1 of 3 Exhibit A Proposed Order

12 cag Doc#412-2 Filed 0/26/16 Entered 0/26/16 12:03:10 Exhibit A Pg 2 of 3 UNITED STATES BANKRUPTCY COURT FOR THE WESTERN DISTRICT OF TEXAS SAN ANTONIO DIVISION In re: Sanjel (USA) Inc., et al., Debtors in a foreign proceeding. Case No cag (Chapter 15) Jointly Administered ORDER GRANTING MOTION FOR EXPEDITED HEARING ON EXPEDITED MOTION OF LIBERTY OILFIELD SERVICES HOLDINGS LLC FOR ORDER ENFORCING COMPLIANCE WITH PRIOR ORDER (A) APPROVING THE SALE OF SUBSTANTIALLY ALL ASSETS RELATED TO SUCH DEBTORS UNITED STATES BUSINESSES FREE AND CLEAR OF LIENS, CLAIMS, ENCUMBRANCES, AND INTERESTS, (B) RECOGNIZING AND GIVING FULL FORCE AND EFFECT TO THE ORDER OF THE CANADIAN COURT APPROVING THE SALE OF SUCH ASSETS, AND (C) GRANTING RELATED RELIEF After considering the Motion for Expedited Hearing on Expedited Motion of Liberty Oilfield Services Holdings LLC for Order Enforcing Compliance with Prior Order (A) Approving the Sale of Substantially All Assets Related to Such Debtors United States Businesses Free and Clear of Liens, Claims, Encumbrances, and Interests, (B) Recognizing and Giving Full Force and Effect to the Order of the Canadian Court Approving the Sale of Such

13 cag Doc#412-2 Filed 0/26/16 Entered 0/26/16 12:03:10 Exhibit A Pg 3 of 3 Assets, and (C) Granting Related Relief (the Motion to Expedite ), the Court finds that there is good and just cause to GRANT the relief requested therein; and notice of the Motion to Expedite having been adequate; and no other or further notice need be given. GRANTED; and IT IS, THEREFORE, ORDERED that the Motion to Expedite is hereby IT IS FURTHER ORDERED that an expedited hearing on the Expedited Motion of Liberty Oilfield Services Holdings LLC for Order Enforcing Compliance with Prior Order (A) Approving the Sale of Substantially All Assets Related to Such Debtors United States Businesses Free and Clear of Liens, Claims, Encumbrances, and Interests, (B) Recognizing and Giving Full Force and Effect to the Order of the Canadian Court Approving the Sale of Such Assets, and (C) Granting Related Relief (the Motion to Enforce ) shall occur on, 2016 at a.m. (Central Time) (the Hearing ) before the Honorable Craig Gargotta, United Stated Bankruptcy Court for the Western District of Texas, 5 th Floor, 615 E. Houston, San Antonio, Texas IT IS FURTHER ORDERED that counsel for Liberty shall provide notice of the Hearing in the limited manner as set forth in the Motion to Expedite. Submitted by: Robin Spigel (Admitted Pro Hac Vice) rspigel@willkie.com WILLKIE FARR & GALLAGHER LLP 77 Seventh Avenue New York, New York Telephone: (212) Facsimile: (212) COUNSEL FOR LIBERTY OILFIELD SERVICES HOLDINGS LLC # # # 2