Rep 2912050246
Rep 2912050246
Rep 2912050246
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AFFIDAVIT OF SERVICE
I, Gerhald R. Pasabangi, depose and say that I am employed by Prime Clerk LLC
(“Prime Clerk”), the claims and noticing agent for the Debtors in the above-captioned chapter 11
cases.
Notice of (A) Leases and Other Contracts and Agreements to be Assumed by the Debtor
Pursuant to the Proposed Plan, (B) Cure Amounts, if any, and (C) Procedures in
Connection therewith, a non-customized copy of which is attached as Exhibit B
1
The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification
number, as applicable, are: Breitburn Energy Partners LP (9953); Breitburn GP LLC (9948); Breitburn Operating LP
(5529); Breitburn Operating GP LLC (5525); Breitburn Management Company LLC (2858); Breitburn Finance
Corporation (2548); Alamitos Company (9156); Beaver Creek Pipeline, L.L.C. (7887); Breitburn Florida LLC
(7424); Breitburn Oklahoma LLC (4714); Breitburn Sawtelle LLC (7661); Breitburn Transpetco GP LLC (7222);
Breitburn Transpetco LP LLC (7188); GTG Pipeline LLC (3760); Mercury Michigan Company, LLC (3380);
Phoenix Production Company (1427); QR Energy, LP (3069); QRE GP, LLC (2855); QRE Operating, LLC (9097);
Terra Energy Company LLC (9616); Terra Pipeline Company LLC (3146); and Transpetco Pipeline Company, L.P.
(2620). The Debtors’ mailing address is 707 Wilshire Boulevard, Suite 4600, Los Angeles, California 90017.
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Exhibit A
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Affected Parties Service List
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In re Breitburn Energy Partners, LP, et al.
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Affected Parties Service List
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Affected Parties Service List
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Affected Parties Service List
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Affected Parties Service List
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Affected Parties Service List
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Affected Parties Service List
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Affected Parties Service List
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Affected Parties Service List
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Affected Parties Service List
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Affected Parties Service List
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Affected Parties Service List
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Affected Parties Service List
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Affected Parties Service List
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Affected Parties Service List
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Affected Parties Service List
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Affected Parties Service List
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Affected Parties Service List
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Affected Parties Service List
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Affected Parties Service List
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Affected Parties Service List
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Affected Parties Service List
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Affected Parties Service List
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Affected Parties Service List
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Affected Parties Service List
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Affected Parties Service List
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Affected Parties Service List
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Affected Parties Service List
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Affected Parties Service List
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Affected Parties Service List
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Affected Parties Service List
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Affected Parties Service List
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Affected Parties Service List
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Affected Parties Service List
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Affected Parties Service List
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Affected Parties Service List
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Affected Parties Service List
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Affected Parties Service List
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Affected Parties Service List
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Affected Parties Service List
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Affected Parties Service List
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Affected Parties Service List
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Affected Parties Service List
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Affected Parties Service List
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Affected Parties Service List
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Affected Parties Service List
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Affected Parties Service List
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Affected Parties Service List
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Affected Parties Service List
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Affected Parties Service List
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Affected Parties Service List
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Affected Parties Service List
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Affected Parties Service List
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Affected Parties Service List
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Exhibit B
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Partners LP and its affiliated debtors in the above-captioned chapter 11 cases, as debtors and
debtors in possession (collectively, the “Debtors”), filed the Debtors’ Third Amended Joint
Chapter 11 Plan (together with all subsequent amended plans of reorganization filed by the
1
The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification
number, as applicable, are: Breitburn Energy Partners LP (9953); Breitburn GP LLC (9948); Breitburn Operating LP
(5529); Breitburn Operating GP LLC (5525); Breitburn Management Company LLC (2858); Breitburn Finance
Corporation (2548); Alamitos Company (9156); Beaver Creek Pipeline, L.L.C. (7887); Breitburn Florida LLC
(7424); Breitburn Oklahoma LLC (4714); Breitburn Sawtelle LLC (7661); Breitburn Transpetco GP LLC (7222);
Breitburn Transpetco LP LLC (7188); GTG Pipeline LLC (3760); Mercury Michigan Company, LLC (3380);
Phoenix Production Company (1427); QR Energy, LP (3069); QRE GP, LLC (2855); QRE Operating, LLC (9097);
Terra Energy Company LLC (9616); Terra Pipeline Company LLC (3146); and Transpetco Pipeline Company, L.P.
(2620). The Debtors’ mailing address is 707 Wilshire Boulevard, Suite 4600, Los Angeles, California 90017.
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Debtors in these chapter 11 cases, the “Plan”) (ECF No. 1889), 2 and on December 11, 2017, the
Debtors filed the Plan Supplement containing certain documents relating to the Plan
(ECF No. 1914). Both the Plan and the Plan Supplement are on file with the Bankruptcy Court
and also can be found on the case website of the Debtors’ claims and noticing agent, Prime Clerk
Supplement will be provided on request at no charge by contacting Prime Clerk at (855) 851-7887
PLEASE TAKE FURTHER NOTICE that, as provided for in the Plan, the
Debtors will be assuming, on and subject to the occurrence of the Effective Date of the Plan, certain
contracts, leases, and agreements (collectively, the “Assumed Contracts”), and certain employee
contracts and obligations (collectively, the “Assumed Employee Obligations,” and, together with
PLEASE TAKE FURTHER NOTICE that you are receiving this notice because
you may be party to an Assumed Agreement. Your rights may be affected by the Plan. Therefore,
you are advised to carefully review the information contained in this notice and the related
certain cases the Debtors may have listed the original parties to the Assumed Agreements without
taking into account any succession of trustees or any other transfers or assignments from one party
to another. The fact that the current parties to a particular Assumed Agreement may not be named
is not intended to change the treatment of such Assumed Agreement. References to any Assumed
Agreement are to the applicable Assumed Agreement and other operative documents, as they may
2
Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Plan.
2
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have been amended, modified, or supplemented from time to time through and including the
Effective Date.
contract, lease or agreement with the Debtors that would constitute an Assumed Agreement
may be annexed to this Notice. However, there may be contracts, leases and agreements to
which you are a party or in which you have an interest that are not listed on such annex. If
you are a party to a contract, lease, or other agreement that is not annexed hereto, has not
been previously assumed or rejected, is not subject to a motion to reject, and was not
identified on the schedule of contracts to be rejected pursuant to the Plan (attached to the
Plan Supplement as Exhibit A), then it shall constitute an Assumed Agreement that shall be
assumed pursuant to the Plan, effective as of the Effective Date of the Plan, with a Cure
Amount (defined below) of $0. Subject to the occurrence of the Effective Date of the Plan,
assumption of such agreement, including the ability of the Debtors to provide adequate assurance
of future performance under such agreement or the Debtors’ calculation of the amount necessary
to cure any monetary defaults with respect to such agreement (the “Cure Amount”), then such
person must file and serve an objection (an “Objection”) identifying the applicable Assumed
Agreement, or agreement otherwise assumed pursuant to the Plan, and setting forth in detail the
or to an agreement otherwise to be assumed pursuant to the Plan, that wishes to file an Objection
3
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must file and serve its objection so that it is actually received by no later than January 4, 2018 at
4:00 p.m. (Eastern Time) (the “Objection Deadline”). Objections shall be in writing, shall
conform to the Federal Rules of Bankruptcy Procedure and the Local Bankruptcy Rules for the
Southern District of New York, and shall be filed with the Bankruptcy Court (a) by registered users
of the Bankruptcy Court’s case filing system, electronically in accordance with General Order M‒
399 (which can be found at http://www.nysb.uscourts.gov), and (b) by all other parties in interest,
on a CD-ROM, in text-searchable portable document format (PDF) (with a hard copy delivered
directly to Chambers), in accordance with the customary practices of the Bankruptcy Court and
(a) Weil, Gotshal & Manges LLP, attorneys for the Debtors, 767 Fifth Avenue,
New York, NY 10153 (Attn: Ray C. Schrock, P.C. and Stephen Karotkin,
Esq.);
(b) Milbank, Tweed, Hadley & McCloy LLP, attorneys for the Official
Committee of Unsecured Creditors, 2029 Century Park East, 33rd Floor,
Los Angeles, CA 90067 (Attn: Gregory Bray, Esq. and Paul Aronzon,
Esq.);
(c) Proskauer Rose LLP, attorneys for the Official Committee of Equity
Security Holders, Eleven Times Square, New York, NY 10036 (Attn:
Martin J. Bienenstock, Esq. and Vincent Indelicato, Esq.);
(d) the United States Trustee for Region 2, 201 Varick Street, Suite 1006, New
York, NY 10014 (Attn: Susan D. Golden, Esq. and Richard C. Morrissey,
Esq.); and
all other parties required to be served pursuant to and in accordance with General Order M‒399
and the Order Pursuant to 11 U.S.C. § 105(a) and Fed. R. Bankr. P. 1015(c), 2002(m), and 9007
Implementing Certain Notice and Case Management Procedures (ECF No. 146).
solely to the Cure Amount, the applicable Debtor may assume the applicable agreement prior to
the resolution of the Objection provided that such Debtor reserves cash in an amount sufficient to
4
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pay the full amount reasonably asserted as the required Cure Amount by the non-Debtor party to
such Assumed Agreement or agreement otherwise to be assumed pursuant to the Plan (or such
smaller amount as may be fixed or estimated by the Bankruptcy Court or otherwise agreed to by
such applicable parties). To the extent the Cure Amount cannot be reconciled by the parties in the
ordinary course of business, it may be brought to the Bankruptcy Court for determination. To the
extent the dispute as to Cure Amount is resolved or determined unfavorably against the applicable
Debtor, such Debtor may reject the applicable agreement after such determination.
heard and determined by the Bankruptcy Court at the Confirmation Hearing to be held on
January 11, 2018 at 10:00 a.m. (Eastern Time), before the Honorable Stuart M. Bernstein, United
States Bankruptcy Judge, in Room 723 of the United States Bankruptcy Court for the Southern
District of New York, One Bowling Green, New York, New York 10004.