Case 17-12377-BLS Doc 320 Filed 03/27/18 Page 1 of 4 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE ---------------------------------------------------------------x In re ExGen Texas Power,, et al., 1 Chapter 11 Case No. 17-12377 (BLS) Debtors. (Jointly Administered) Re Docket No. 252 & 306 Obj. Deadline April 6, 2018 at 400 p.m. (EDT) ---------------------------------------------------------------x SECOND SUPPLEMENTAL NOTICE OF (A) EXECUTORY CONTRACTS AND UNEXPIRED LEASES TO POTENTIALLY BE ASSUMED BY THE DEBTORS PURSUANT TO THE PLAN, (B) CURE CLAIM AMOUNTS, IF ANY, AND (C) PROCEDURES IN CONNECTION THEREWITH PLEASE TAKE NOTICE OF THE FOLLOWING 1. On March 2, 2018, the above-captioned debtors and debtors in possession (collectively, the Debtors ) filed with the United States Bankruptcy Court for the District of Delaware (the Bankruptcy Court ) the Notice of (A) Executory Contracts and Unexpired Leases to Potentially Be Assumed By the Debtors Pursuant to the Plan, (B) Cure Claim Amounts, If Any, and (C) Procedures in Connection Therewith [Docket No. 252] (the Initial Assumption Notice ). Also, on March 23, 2018, the Debtors filed with the Bankruptcy Court the Supplemental Notice of (A) Executory Contracts and Unexpired Leases to Potentially Be Assumed By the Debtors Pursuant to the Plan, (B) Cure Claim Amounts, If Any, and (C) Procedures in Connection Therewith [Docket No. 306] (the First Supplemental Assumption Notice ). Each of the Initial Assumption Notice and the First Supplemental Assumption Notice is fully incorporated herein by reference. 2. Pursuant to the Joint Plan of Reorganization for ExGen Texas Power,, ExGen Texas Power Holdings,, Wolf Hollow I Power,, Colorado Bend I Power,, Handley Power,, Mountain Creek Power,, and LaPorte Power, under Chapter 11 of the Bankruptcy Code [Docket No. 200] (as it may be amended, modified or supplemented from time to time, the Plan ) 2 filed with the Bankruptcy Court on January 12, 2018, the Debtors hereby provide further notice (this Assumption Notice ) that they are party to the Executory 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, (4129), ExGen Texas Power Holdings, (2209), Wolf Hollow I Power, (6945), Colorado Bend I Power, (9083), Handley Power, (4091), Mountain Creek Power, (6288), and LaPorte Power, (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 will have the meanings set forth in the Plan.
Case 17-12377-BLS Doc 320 Filed 03/27/18 Page 2 of 4 Contracts and Unexpired Leases (each, a Specified Contract, and, collectively, the Specified Contracts ) listed on Exhibit 1 attached hereto (the Contract Schedule ). 3. You are receiving this Assumption Notice because the Debtors records reflect that you or one of your affiliates may be a counterparty to one or more Specified Contract(s) with one or more of the Debtors. 4. Pursuant to Article VI of the Plan, subject to the occurrence of the Effective Date and unless otherwise specified in the Plan, the Debtors intend to assume all Executory Contracts and Unexpired Leases to which the Debtors are a party, and which have not expired by their own terms on or prior to the Confirmation Date, except for any Executory Contract or Unexpired Lease that (a) has been assumed or rejected by the Debtors by prior order of the Bankruptcy Court, including (i) the Amended Hedge Agreement and (ii) those Executory Contracts and Unexpired Leases that have been, or are contemplated to be, assumed and assigned pursuant to the Handley Sale Order [Docket No. 193]; (b) is the subject of a motion to reject by the Debtors (with the consent of the Required Lenders) pending on the Effective Date; (c) is designated as an Executory Contract or Unexpired Lease to be rejected on Plan Schedule 3 or in the Plan Supplement (the Rejection Schedule ); 3 (d) are Sponsor Affiliate Agreements (other than, with the consent of the Sponsor (which such consent shall not be unreasonably withheld), the LaPorte O&M Agreement (as defined in the Confirmation Order); or (e) is rejected or terminated by the Debtors (with the consent of the Required Lenders) pursuant to the terms of the Plan. 5. The Debtors have determined the Cure Claim Amount (i.e., the amount necessary to cure a monetary default by the Debtors) applicable to each of the Specified Contracts listed on the Contract Schedule. If the Contract Schedule lists a Cure Claim Amount of for a particular Specified Contract, the Debtors believe there is no Cure Claim Amount outstanding for that Specified Contract as of the date of this Assumption Notice. 3 The Debtors filed the Plan Supplement, including the Rejection Schedule, on March 9, 2018 [Docket No. 260]. The Plan Supplement, including the Rejection Schedule, may be amended and/or modified in accordance with the terms of the Plan. 2
Case 17-12377-BLS Doc 320 Filed 03/27/18 Page 3 of 4 6. Pursuant to Article VI of the Plan, as noted above, all Executory Contracts and Unexpired Leases are being assumed on the Effective Date unless such contract or lease is specifically designated as being rejected pursuant to the Plan. Therefore, even if your Executory Contract or Unexpired Lease is not identified on the Contract Schedule to this Assumption Notice, the contract schedule on the Initial Assumption Notice, the contract schedule on the First Supplemental Assumption Notice or the contract schedule of a later filed Assumption Notice, so long as it is not rejected pursuant to the terms of the Plan, it will be deemed assumed on the Effective Date pursuant to sections 365(a) and 1123 of the Bankruptcy Code. 7. Any objection (an Objection ) by a counterparty to a Specified Contract to a proposed assumption, or proposed assumption and assignment under the Plan, or any related Cure Claim Amount, must (i) be in writing, filed with the Clerk of the Bankruptcy Court together with proof of service thereof, (ii) set forth the name of the objecting party, the nature of such party s dispute to such assumption or assumption and assignment (as applicable) or the applicable Cure Claim Amount, and the amount such party believes to be the correct Cure Claim Amount, (iii) state the legal and factual basis for such dispute, and (iv) be served upon the Debtors so as to be actually received by no later than 400 p.m. (Eastern Daylight Time) on Friday, April 6, 2018. 8. The Debtors and the applicable counterparty to a Specified Contract may resolve any Objection, including to the Cure Claim Amount, in the ordinary course, and the agreed-upon amounts shall be paid in the ordinary course. 9. Any counterparty to a Specified Contract that fails to object timely to the proposed assumption, or proposed assumption and assignment, or Cure Claim Amount will be deemed to have consented to such matters and will be deemed to have forever released and waived any objection to such proposed assumption, proposed assumption and assignment, and Cure Claim Amount. 10. If you timely file and serve an Objection, the Bankruptcy Court shall hear such Objection and determine the amount of any disputed Cure Claim Amount not settled by the parties at a date and time as the Bankruptcy Court may deem appropriate. Pursuant to Article VI of the Plan, the Debtors reserve the right (subject to the consent of the Required Lenders), at any time prior to the Effective Date, to seek to reject any Executory Contract (other than the Amended Hedge Agreement) or Unexpired Lease and to add such contract or lease to the Rejection Schedule or to file a motion requesting authorization for the rejection of any such contract or lease. Therefore, pursuant to Article VI of the Plan, the inclusion of your Executory Contract or Unexpired Lease on the Contract Schedule to this Assumption Notice, the contract schedule on the Initial Assumption Notice, the contract schedule on the First Supplemental Assumption Notice or the contract schedule of any later filed Assumption Notice does not obligate the Debtors to assume your Executory Contract or Unexpired Lease pursuant to the Plan or otherwise. 3
Case 17-12377-BLS Doc 320 Filed 03/27/18 Page 4 of 4 Pursuant to Article VI of the Plan, the inclusion of your Executory Contract or Unexpired Lease on the Contract Schedule to this Assumption Notice, the contract schedule to the Initial Assumption Notice, the contract schedule to the First Supplemental Assumption Notice or the contract schedule of any later filed Assumption Notice does not constitute an admission by any Debtor that such contract or lease is an Executory Contract or Unexpired Lease or that any Debtor has any liability thereunder. UNLESS AN OBJECTION IS TIMELY SERVED AND FILED IN ACCORDANCE WITH THIS ASSUMPTION NOTICE, IT MAY NOT BE CONSIDERED BY THE BANKRUPTCY COURT. Dated March 27, 2018 Wilmington, Delaware RICHARDS, LAYTON & FINGER, P.A. /s/ Joseph C. Barsalona II Daniel J. DeFranceschi (No. 2732) Paul N. Heath (No. 3704) Zachary I. Shapiro (No. 5103) Joseph C. Barsalona II (No. 6102) 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 Counsel to the Debtors and Debtors in Possession 4
Case 17-12377-BLS Doc 320-1 Filed 03/27/18 Page 1 of 3 EXHIBIT 1
EXGEN TEXAS POWER, ET AL SUPPLEMENTAL CURE SCHEDULE NO. COUNTERPARTY NAME CONTRACT/LEASE DEBTOR CURE AMOUNT 3210 DEVELOPMENT PARTNERS, INC. 1 ATTN LEGAL DEPT 9404 BELLECHASE ROAD GRANBURY, TX 76049 2 3 4 5 6 7 8 9 10 11 12 13 14 15 3210 DEVELOPMENT PARTNERS, INC. ATTN LEGAL DEPT 9404 BELLECHASE ROAD GRANBURY, TX 76049 CLARENCE WILLIAM VAUGHN JR. AND KATHY VAUGHN 9119 MITCHELL BEND COURT CLARENCE WILLIAM VAUGHN JR. AND KATHY VAUGHN 9119 MITCHELL BEND COURT CLARENCE WILLIAM VAUGHN JR. AND KATHY VAUGHN 9119 MITCHELL BEND COURT DALLAS BAPTIST UNIVERSITY SR. VP FOR ADMINISTRATIVE AFFAIRS 3000 CREEK PARKWAY DALLAS, TX 75211 DALLAS POWER & LIGHT COMPANY ATTN LEGAL DEPARTMENT DALLAS POWER & LIGHT COMPANY ATTN LEGAL DEPARTMENT EXELON GENERATION ATTN LEGAL DEPT 1310 POINT STREET BALTIMORE, MD 21231 GREAT LOU VAUGHN NOBLE 2704 HALEY AVE FORT WORTH, TX 78117 GREAT LOU VAUGHN NOBLE 2704 HALEY AVE FORT WORTH, TX 78117 GREAT LOU VAUGHN NOBLE 2704 HALEY AVE FORT WORTH, TX 78117 KENT AND PAT STAHLHEBER 9201 COURT PATSY R. HEWLETT, TRUSTEE OF THE NOVA KATIE CRITES REVOCABLE LIVING TRUST 108 S. HOUSTON ST TXU HOLDINGS COMPANY ATTN LEGAL DEPARTMENT Case 17-12377-BLS Doc 320-1 Filed 03/27/18 Page 2 of 3 CORRECTION SECOND CORRECTED WARRANTY COMMERCIAL LICENSE AGREEMENT CORRECTION SPECIAL (SUPPLEMENTAL AND CORRECTION ) COLORADO BEND I POWER,
Case 17-12377-BLS Doc 320-1 Filed 03/27/18 Page 3 of 3 EXGEN TEXAS POWER, ET AL SUPPLEMENTAL CURE SCHEDULE NO. COUNTERPARTY NAME CONTRACT/LEASE DEBTOR CURE AMOUNT 16 TXU CREEK COMPANY LP ATTN LEGAL DEPARTMENT 17 WCA WASTE CORP, ATTN LEGAL DEPARTMENT 1330 POST OAK BLVD, 30TH FLOOR HOUSTON, TX 77056 PURCHASE ORDER NO. 50091146 COLORADO BEND I POWER, Note Although the Debtors do not believe that deeds, easement agreements and other similar agreements documenting interests in real property listed hereon (or on earlier notices) are Executory Contracts or Unexpired Leases, they are listed hereon and thereon out of an abundance of caution.