Case 17-12377-BLS Doc 392 Filed 06/19/18 Page 1 of 3 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE x In re: : Chapter 11 : ExGen Texas Power, LLC, et al., 1 : Case No. 17-12377 (BLS) : Debtors. : (Jointly Administered) : x CERTIFICATION OF COUNSEL REGARDING ORDER APPROVING STIPULATION AMONG COLORADO BEND I POWER LLC AND MECHANICAL DYNAMICS & ANALYSIS LLC PROVIDING FOR COMPROMISE AND SETTLEMENT OF CLAIMS The undersigned hereby certifies as follows: 1. On November 7, 2017, the above-captioned reorganized debtors (collectively, the Reorganized Debtors ) each filed voluntary petitions for relief under chapter 11 of title 11 of the United States Code with the United States Bankruptcy Court for the District of Delaware (the Court ). 2. On March 29, 2018, the Court entered an order [Docket No. 326] confirming the Joint Plan of Reorganization for ExGen Texas Power, LLC, ExGen Texas Power Holdings, LLC, Wolf Hollow I Power, LLC, Colorado Bend I Power, LLC, Handley Power, LLC, Mountain Creek Power, LLC, and LaPorte Power LLC under Chapter 11 of the Bankruptcy Code, dated March 26, 2018 (the Plan ). 2 On April 17, 2018, the Effective Date of the Plan occurred. See Docket No 357. 1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor s federal tax identification number, are: ExGen Texas Power, LLC (4129), ExGen Texas Power Holdings, LLC (2209), Wolf Hollow I Power, LLC (6945), Colorado Bend I Power, LLC (9083), Handley Power, LLC (4091), Mountain Creek Power, LLC (6288), and LaPorte Power, LLC (5101). The mailing address of each of the Debtors, solely for purposes of notices and communications, is: 1310 Point Street, Baltimore, MD 21231. 2 Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Plan or the Stipulation (as defined below), as applicable.
Case 17-12377-BLS Doc 392 Filed 06/19/18 Page 2 of 3 3. Pursuant to the Confirmation Order and the Plan, the Final Administrative Claims Bar Date was May 17, 2018. 4. On the Final Administrative Claims Bar Date, Mechanical Dynamics & Analysis LLC ( MD&A and, together with the Reorganized Debtors, the Parties ) filed a proof of claim asserting an unpaid Administrative Claim on account of the Invoices (the MD&A Claim ). The amount of the Invoices were the subject of a dispute among the Parties (the Dispute ). 5. After filing the MD&A Claim, the Parties engaged in discussions to resolve the Dispute. As a result of such discussions, the Parties agreed to the terms of a stipulation (the Stipulation ) which, among other things, resolved the Dispute and the MD&A Claim. 6. Pursuant to Article VIII.A.2. of the Plan, the Reorganized Debtors have the authority to, among other things, settle or compromise any Disputed Claim (including the MD&A Claim) without any further notice to or action, order or approval of the Court. However, pursuant to the terms of the Stipulation, the Parties have agreed, except as set forth therein, that the Parties obligations thereunder are conditioned upon the Court entering an order approving the Stipulation. Accordingly, the parties have prepared a proposed form of order, substantially in the form attached hereto as Exhibit A (the Proposed Order ), which approves the Stipulation, which is attached to the Proposed Order as Exhibit 1 thereto. 2
Case 17-12377-BLS Doc 392 Filed 06/19/18 Page 3 of 3 WHEREFORE, the Reorganized Debtors respectfully request that the Court enter the Proposed Order, substantially in the form attached hereto as Exhibit A, at the Court s earliest convenience. Dated: June 19, 2018 Wilmington, Delaware RICHARDS, LAYTON & FINGER, P.A. /s/ David T. Queroli Daniel J. DeFranceschi (No. 2732) Paul N. Heath (No. 3704) Zachary I. Shapiro (No. 5103) Joseph C. Barsalona II (No. 6102) David T. Queroli (No. 6318) One Rodney Square 920 North King Street Wilmington, Delaware 19801 Telephone: (302) 651-7700 Facsimile: (302) 651-7701 Email: defranceschi@rlf.com heath@rlf.com shapiro@rlf.com barsalona@rlf.com queroli@rlf.com Counsel to the Reorganized Debtors 3
Case 17-12377-BLS Doc 392-1 Filed 06/19/18 Page 1 of 10 EXHIBIT A Proposed Order
Case 17-12377-BLS Doc 392-1 Filed 06/19/18 Page 2 of 10 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE x In re: : Chapter 11 : ExGen Texas Power, LLC, et al., 1 : Case No. 17-12377 (BLS) : Debtors. : (Jointly Administered) : : Re: Docket No. x ORDER APPROVING STIPULATION AMONG COLORADO BEND I POWER LLC AND MECHANICAL DYNAMICS & ANALYSIS LLC PROVIDING FOR COMPROMISE AND SETTLEMENT OF CLAIMS Upon consideration of the Stipulation Among Colorado Bend I Power LLC and Mechanical Dynamics & Analysis LLC Providing for Compromise and Settlement of Claims (the Stipulation ), filed with the Court on June 19, 2018, a copy of which is attached hereto as Exhibit 1; and the Court having determined that the agreement set forth in the Stipulation is in the best interests of the Reorganized Debtors, their estates and creditors, and any parties in interest; and good and sufficient cause appearing therefor: IT IS HEREBY ORDERED THAT: 1. The Stipulation is hereby approved. 2. The Reorganized Debtors claims and noticing agent, Kurtzman Carson Consultants, LLC, is hereby authorized and directed to take and perform all actions necessary to implement the relief granted in this Order. 1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor s federal tax identification number, are: ExGen Texas Power, LLC (4129), ExGen Texas Power Holdings, LLC (2209), Wolf Hollow I Power, LLC (6945), Colorado Bend I Power, LLC (9083), Handley Power, LLC (4091), Mountain Creek Power, LLC (6288), and LaPorte Power, LLC (5101). The mailing address of each of the Debtors, solely for purposes of notices and communications, is: 1310 Point Street, Baltimore, MD 21231.
Case 17-12377-BLS Doc 392-1 Filed 06/19/18 Page 3 of 10 3. This Court shall retain jurisdiction to hear and determine all matters arising from or related to the implementation, interpretation, or enforcement of this Order. Dated:, 2018 Wilmington, Delaware THE HONORABLE BRENDAN L. SHANNON CHIEF UNITED STATES BANKRUPTCY JUDGE 2
Case 17-12377-BLS Doc 392-1 Filed 06/19/18 Page 4 of 10 EXHIBIT 1 Stipulation
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