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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE ------------------------------------------------------------ x : In re: : : ENDEAVOUR OPERATING : CORPORATION, et al.,1 : : Debtors. : : ------------------------------------------------------------ x
Chapter 11 Case No. 14–12308 (KJC) (Jointly Administered) Hearing Date: 1/20/15 at 1:00 p.m. (ET) Objection Deadline: 1/13/15 at 4:00 p.m. (ET)
MOTION OF DEBTORS PURSUANT TO SECTION 365(d)(4) OF THE BANKRUPTCY CODE FOR ENTRY OF AN ORDER EXTENDING TIME TO ASSUME OR REJECT UNEXPIRED LEASES OF NONRESIDENTIAL REAL PROPERTY Endeavour Operating Corporation and its above-captioned debtor affiliates, as debtors and debtors in possession (collectively, the “Debtors”), respectfully represent: Jurisdiction and Venue 1.
This Court has jurisdiction to consider this matter pursuant to 28
U.S.C. §§ 157 and 1334 and the Amended Standing Order of Reference from the United States District Court for the District of Delaware, dated as of February 29, 2012. This is a core proceeding pursuant to 28 U.S.C. § 157(b), and pursuant to Rule 9013-1(f) of the Local Rules of Bankruptcy Practice and Procedure for the United States Bankruptcy Court for the District of Delaware (the “Local Rules”), the Debtors consent to the entry of a final order by the Court in connection with this Motion to the extent that it is later determined that the Court, absent consent of the parties, cannot enter final orders or judgments consistent with Article III of the United States Constitution. 1
The Debtors in these chapter 11 cases and the last four digits of each Debtor’s taxpayer identification number are as follows: Endeavour Operating Corporation (6552); Endeavour International Corporation (8389); Endeavour Colorado Corporation (0067); END Management Company (7578); Endeavour Energy New Ventures Inc. (7563); Endeavour Energy Luxembourg S.à r.l. (2113). The Debtors’ principal offices are located at 811 Main Street, Suite 2100, Houston, Texas 77002.
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Venue is proper before this Court pursuant to 28 U.S.C. §§ 1408 and
1409. Relief Requested 3.
The Debtors respectfully request, pursuant to section 365(d)(4) of the
Bankruptcy Code, entry of an order extending the initial one hundred and twenty (120) day period to assume or reject its unexpired leases of nonresidential real property by approximately an additional ninety (90) days from February 9, 2015 through and including May 8, 2015. Background 4.
On October 10, 2014 (the “Petition Date”), each of the Debtors
commenced a voluntary case under chapter 11 of the Bankruptcy Code in this Court. The Debtors are authorized to operate their businesses and manage their properties as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. 5.
The Debtors’ chapter 11 cases have been consolidated for procedural
purposes only and are being jointly administered pursuant to Bankruptcy Rule 1015(b) and Local Rule 1015-1. 6.
Prior to commencing their Chapter 11 Cases, the Debtors negotiated a
consensual restructuring that was memorialized in a Restructuring Support Agreement (the “RSA”) with their key creditor constituents. On November 10, 2014, the Court entered the Order (I) Authorizing Debtors to Assume the Restructuring Support Agreement Pursuant to Sections 105(a) and 365(a) of the Bankruptcy Code and Bankruptcy Rule 6006 and (II) Modifying the Automatic Stay Pursuant to Section 362 (D.I. 169), which authorized the Debtors to assume the RSA. The RSA’s terms are now binding postpetition obligations of the Debtors and all nondebtor signatories.
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The Office of the United States Trustee for the District of Delaware
(the “U.S. Trustee”) formed an official committee of unsecured creditors (the “Creditors’ Committee”) in these chapter 11 cases on December 11, 2014 (D.I. 219). The Debtors’ Businesses 8.
The Debtors, together with their nondebtor affiliates, comprise an
independent oil and gas company engaged in the acquisition, exploration and development of energy reserves and resources onshore in the United States (“U.S.”) and offshore in the United Kingdom (“U.K.”) North Sea. The Debtors manage their domestic and overseas businesses from their headquarters in Houston, Texas. Their U.S.-based businesses and assets include exploration licenses and/or producing properties located in Colorado, Louisiana, Montana, New Mexico, Pennsylvania and Texas and comprise approximately 8% of their proven reserves. The Debtors’ U.K.-based businesses and assets include exploration licenses and producing properties in the North Sea that comprise the remaining 92% of their proven reserves. Only certain of the U.S.-based entities and one non-operating foreign entity are Debtors in these proceedings. The Debtors’ other foreign entities, which encompass their U.K.-based businesses, are not debtors in these cases and are continuing to conduct their businesses in the ordinary course. 9.
Additional information about the Debtors’ businesses, capital structure
and the circumstances leading to the commencement of these chapter 11 cases can be found in the Declaration of William L. Transier in Support of the Debtors’ Chapter 11 Petitions and Request for First Day Relief (the “Transier Declaration”) (D.I. 12), filed on the Petition Date. The Debtors’ Unexpired Leases 10.
The Debtors are parties to two types of unexpired leases that may
constitute leases of nonresidential real property: office spaces leases (the “Office Leases”) and
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certain oil and gas leases on federal lands and in Pennsylvania (the “Oil and Gas Leases” and together with the Office Leases, the “Unexpired Leases”). 11.
Endeavour Operating Corporation is party to two (2) Office Leases: (i) a
lease for the Debtors’ corporate headquarters in Houston, Texas, and (ii) a lease for the Debtors’ office in Denver, Colorado. A list of the Office Leases and the respective lessors (the “Lessors”) are set forth on Exhibit B annexed hereto. 12.
In addition, the Debtors are party to a number of Oil and Gas Leases,
which are listed with their respective Lessors on Exhibit C annexed hereto. Further, certain parties listed on Exhibit D annexed hereto (the “JOA Parties”) have executed ratification and joinder agreements or are co-parties to these Oil and Gas Leases. As a preliminary matter, the Debtors believe that these Oil and Gas Leases constitute freehold real property interests and are not “unexpired leases of nonresidential real property” as contemplated by section 365(d)(4)(A) of the Bankruptcy Code. Nonetheless, out of an abundance of caution and without prejudice to the Debtors’ later determination as to the nature of these Oil and Gas Leases, the Debtors are requesting an extension of the 120-day limit to assume or reject unexpired leases of nonresidential real property under section 365(d)(4) for both the Office Leases and the Oil and Gas Leases. 13.
The Unexpired Leases are critical to the operation of the Debtors’
businesses, and reviewing those Unexpired Leases is an integral part of the Debtors’ overall evaluation of whether to assume or reject certain of their executory contracts and unexpired leases of nonresidential real property. To preserve flexibility with respect to the Unexpired Leases as the Debtors’ chapter 11 cases proceed, the Debtors seek an extension of the February 9, 2015 deadline to assume or reject such Unexpired Leases through and including May 8, 2015.
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Until a decision to assume or reject each Unexpired Lease is made, the
Debtors will continue to perform all of their undisputed obligations arising therefrom after the Petition Date as required by section 365(d)(3) of the Bankruptcy Code, including the payment of postpetition rent obligations with respect to the Office Leases and the payment of royalties due, if any, pursuant to the terms of the documents governing the Oil and Gas Leases and the Final Order (I) Authorizing Payment of Funds Attributable to Royalty Interests in the Ordinary Course of Business and (II) Directing Financial Institutions to Honor and Process Checks and Transfers Related to Such Royalty Interests Pursuant to Sections 105(a) and 541 of the Bankruptcy Code (D.I. 147). Basis For Relief 15.
Section 365(d)(4)(A) of the Bankruptcy Code provides that an unexpired
lease of nonresidential real property under which a debtor is a lessee shall be deemed rejected if the debtor does not assume or reject such unexpired lease within one hundred and twenty (120) days after the petition date or before the date of entry of an order confirming a plan. 11 U.S.C. § 365(d)(4)(A). 16.
Thus, absent an extension of the time under section 365(d)(4)(A) of the
Bankruptcy Code, the Debtors’ unexpired leases of nonresidential real property that are not assumed within one hundred and twenty (120) days after the Petition Date will be deemed rejected. Furthermore, because a motion for extension of the time to assume or reject leases of nonresidential real property is not subject to the automatic bridge order provisions in Local Rule 9006-2, an order extending time must be entered prior to the expiration of the initial 120-day period (before February 9, 2014). 17.
Pursuant to section 365(d)(4)(B) of the Bankruptcy Code, the Court may
extend the 120-day period “for 90 days for cause.” Id. § 365(d)(4)(B). Courts have considered 5 RLF1 11333645V.2
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the following non-exclusive factors in evaluating whether cause exists to extend the time to assume or reject unexpired leases of nonresidential real property: (i)
whether the leases are an important asset of the estate;
(ii)
whether the debtor has had sufficient time to assess intelligently its financial situation and the potential value of its assets;
(iii)
whether the debtor continues to make rental payments to the landlords under the leases; and
(iv)
whether the lessor would be damaged beyond compensation available under the Bankruptcy Code.
See, e.g., In re Wedtech Corp., 72 B.R. 464, 471-73 (Bankr. S.D.N.Y. 1987) (citing Theatre Holding Corp. v. Mauro, 681 F.2d 102, 105-06 (2d Cir. 1982)); see also Legacy, Ltd. v. Channel Home Ctrs., Inc. (In re Channel Home Ctrs., Inc.), 989 F.2d 682, 689 (3d Cir. 1993), cert. denied, 510 U.S. 865 (1993) (“it is permissible for a bankruptcy court to consider a particular debtor’s need for more time in order to analyze leases in light of the plan it is formulating”) (citing Wedtech, 72 B.R. at 471-472); In re GST Telecom Inc., No. 00-1982-GMS 2001 WL 686971, at *3 (D. Del. June 8, 2001) (holding “equity dictates that courts can grant debtors additional time in which to decide whether to assume or reject a particular lease”). The Extension Should Be Granted 18.
Applying the above factors, cause exists for an extension of the time to
assume or reject leases of nonresidential real property pursuant to section 365(d)(4)(B) of the Bankruptcy Code. 19.
First, the Unexpired Leases are critical to the operation of the Debtors’
businesses. The Unexpired Leases include the Office Leases, which are important because they serve as the Debtors’ North American bases of operations. In addition, out of an abundance of caution, the Debtors are requesting relief from the deadline with respect to the Oil and Gas 6 RLF1 11333645V.2
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Leases, from which the Debtors generate their U.S.-based revenues. Due to the nature of the Debtors’ businesses and to avoid any premature assumption of the Unexpired Leases, or risk the forfeiture of valuable property interests in the event of a deemed rejection of an Unexpired Lease, the Debtors submit that the requested extension is warranted. 20.
Second, the Debtors are timely paying their obligations stemming from
Unexpired Leases and are committed to remaining current with respect to all undisputed postpetition obligations under the Unexpired Leases in compliance with section 365(d)(3) of the Bankruptcy Code. Additionally, the Debtors have sufficient liquidity to remain current on their postpetition obligations under the Unexpired Leases. Thus, the requested extension will not adversely affect the Debtors’ lessors under the Unexpired Leases in an amount beyond the compensation available under the Bankruptcy Code. The Debtors will continue to evaluate the Unexpired Leases on an ongoing basis and will file appropriate assumption or rejection motions as soon as informed decisions can be made or will assume such leases pursuant to section 8.1 of the Debtors’ Amended Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code (D.I. 304) (as amended, the “Plan”). 21.
Third, under the Plan, except for contracts specifically rejected or
identified for rejection before the Confirmation Date or subject to a Cure Dispute (as such terms are defined in the Plan), all executory contracts and unexpired leases to which any of the Debtors are parties will be assumed on the Effective Date. Currently, the Confirmation Hearing is scheduled for February 9, 2015, the same day as the current deadline to assume or reject leases of nonresidential real property. Though the Debtors’ are working diligently towards guaranteeing a speedy emergence from chapter 11 by confirming the Plan on February 9, 2015, the current overlap between the confirmation timeline and the deadline to assume or reject leases
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of nonresident real property would limit the Debtors’ ability to re-evaluate their decisions regarding the assumption or rejection of leases should an order confirming the Debtors’ Plan not be entered on that date. 22.
Additionally, an approximately 90-day extension of the deadline to
assume or reject leases of nonresidential real property will not prejudice any party in interest. If the consensual restructuring memorialized in the RSA process proceeds as planned, and the Plan is confirmed on or about February 9, 2015, then parties in interest will know whether the Debtors are assuming or rejecting their leases of nonresidential real property on or about that date. In the alternative, if the confirmation were to be delayed, an extension of the time to assume or reject leases of nonresidential real property will provide the Debtors with the flexibility necessary to accommodate any such delay without the need for an emergency extension of the time to assume or reject unexpired leases of nonresidential real property on the eve of the 120-day deadline. 23.
Finally, the extension requested herein is consistent with the extensions
granted by this and other courts in this district in other chapter 11 cases. See e.g., In re Tuscany International Holdings (U.S.A.) Ltd., No. 14-10193 (KG) (Bankr. D. Del. May. 15, 2014) (extending the deadline by which the debtors must assume or reject unexpired leases of nonresidential real property by 90 days); In re Capsule Intern. Holdings LLC, No. 13-13281 (CSS) (Bankr. D. Del. Mar. 25, 2014) (same); In re OnCure Holdings, Inc., No. 13-11540 (KG) (Bankr. D. Del. Oct. 24, 2013) (same); In re Ne Opco Inc., No. 13-11483 (CSS) (Bankr. D. Del. Sep. 11, 2013) (same); In re WP Steel Venture LLC, Case No. 12-11661 (KJC) (Bankr. D. Del. Oct. 12, 2012) (same); In re AES Eastern Energy, L.P., Case No. 11-14138 (KJC) (Bankr. D. Del. Apr. 5, 2012) (same).
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In light of the foregoing, the Debtors submit that the extension of the
period within which the Debtors may assume or reject the Unexpired Leases to and including May 8, 2015 is in the best interests of the Debtors, their estate, their creditors, and all parties in interest, and should be granted. Notice 25.
No trustee or examiner has been appointed in these chapter 11 cases.
Notice of this Motion shall be given to: (i) the Office of the United States Trustee for the District of Delaware, (ii) Thompson & Knight LLP, One Arts Plaza, 1722 Routh Street, Suite 1500, Dallas, TX 75201(Attn: David M. Bennett, Esq. and Cassandra Sepanik Shoemaker, Esq.), proposed counsel to the Official Committee of Unsecured Creditors, (iii) the holders of the thirty (30) largest unsecured claims against the Debtors (on a consolidated basis), (iv) Reed Smith LLP, 225 Fifth Avenue, Suite 1200, Pittsburgh, PA 15222 (Attn: Eric A. Schaffer, Esq.), counsel to Wells Fargo Bank, National Association, in its capacity as trustee under the 12% Notes due March 2018, (v) Arent Fox LLP, 1675 Broadway, New York, NY 10019 (Attn: Andrew I. Silfen, Esq. and Leah M. Eisenberg, Esq.), counsel to Wilmington Trust, National Association, in its capacity as trustee under the 12% Notes due June 2018, (vi) Wilmington Savings Fund Society, FSB, in its capacity as trustee under the 5.5% Convertible Senior Notes due 2016, (vii) Wilmington Savings Fund Society, FSB, in its capacity as trustee under the 6.5% Convertible Senior Notes due 2016, (viii) Delaware Trust Company, in its capacity as successor trustee under the 7.5% Guaranteed Convertible Bonds due 2016, (ix) Milbank, Tweed, Hadley & McCloy LLP, 1 Chase Manhattan Plaza, New York, NY 10005 (Attn: Dennis F. Dunne, Esq., Matthew S. Barr, Esq. and Michael E. Comerford, Esq.), counsel to certain of the holders of the 12% Notes due March 2018 and the 12% Notes due June 2018, (x) Brown Rudnick LLP, Seven Times Square, New York, NY 10036 (Attn: Robert J. Stark, Esq.), counsel to certain of the 9 RLF1 11333645V.2
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holders of the 5.5% Convertible Senior Notes due 2016 and the 6.5% Convertible Senior Notes due 2016, (xi) Ropes & Gray LLP, 1211 Avenue of the Americas, New York, NY 10036 (Attn: Keith H. Wofford, Esq.), counsel to the holder of the 7.5% Guaranteed Convertible Bonds due 2016, (xii) Akin Gump Strauss Hauer & Feld LLP, One Bryant Park, Bank of America Tower, New York, NY 10036 (Attn: Michael Stamer, Esq. and Meredith Lahaie, Esq.), counsel to certain secured lenders under the EEUK Term Loan, (xiii) Latham & Watkins LLP, 885 Third Avenue, New York, NY 10022 (Attn: Mitchell Seider, Esq. and David Hammerman, Esq.), counsel to the prepetition agent under the EEUK Term Loan; (xiv) National Association of Attorneys General, 2030 M Street NW, 8th Floor, Washington, DC 20036 (Attn: Karen Cordry, Esq.), (xv) the Office of the Attorney General in each state in which the Debtors operate, (xvi) the Office of the Delaware Secretary of State, (xvii) the Delaware State Treasury, (xviii) the Securities and Exchange Commission, (xix) the Internal Revenue Service (xx) the Lessors, (xxi) the JOA Parties and (xxii) all parties who have requested notice in these chapter 11 cases pursuant to Bankruptcy Rule 2002. The Debtors respectfully submit that no further notice of this Motion is required.
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No Previous Request 26.
No previous request for the relief sought herein has been made by the
Debtors to this or any other court. WHEREFORE the Debtors respectfully request that the Court grant the relief requested herein and such other and further relief as it deems just and proper.
Dated:
December 30, 2014 Wilmington, Delaware /s/ Zachary I. Shapiro RICHARDS, LAYTON & FINGER, P.A. Mark D. Collins (No. 2981) Zachary I. Shapiro (No. 5103) One Rodney Square 920 North King Street Wilmington, Delaware 19801 Telephone: (302) 651-7700 Facsimile: (302) 651-7701 Email: [email protected] Email: [email protected] -andWEIL, GOTSHAL & MANGES LLP Gary T. Holtzer (admitted pro hac vice) Stephen A. Youngman (admitted pro hac vice) 767 Fifth Avenue New York, New York 10153 Telephone: (212) 310-8000 Facsimile: (212) 310-8007 Email: [email protected] Email: [email protected] Attorneys for Debtors and Debtors in Possession
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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE ------------------------------------------------------------ x : In re: : : ENDEAVOUR OPERATING : CORPORATION, et al.,1 : : Debtors. : : : ------------------------------------------------------------ x
Chapter 11 Case No. 14-12308 (KJC) (Jointly Administered) Hearing Date: 1/20/15 at 1:00 p.m. (ET) Objection Deadline: 1/13/15 at 4:00 p.m. (ET)
NOTICE OF MOTION AND HEARING PLEASE TAKE NOTICE that, on December 30, 2014, the above-captioned debtors (the “Debtors”) filed the Motion of Debtors Pursuant to Section 365(d)(4) of the Bankruptcy Code for Entry of an Order Extending Time to Assume or Reject Unexpired Leases of Nonresidential Real Property (the “Motion”) with the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”). PLEASE TAKE FURTHER NOTICE that objections or responses to the Motion, if any, must be made in writing, filed with the Bankruptcy Court, and served so as to be received by the undersigned attorneys for the Debtors on or before January 13, 2015 at 4:00 p.m. (prevailing Eastern Time). PLEASE TAKE FURTHER NOTICE that a hearing with respect to the Motion, if required, is scheduled before the Honorable Kevin J. Carey at the Bankruptcy Court, 824 North
1
The Debtors in these chapter 11 cases and the last four digits of each Debtor’s taxpayer identification number are as follows: Endeavour Operating Corporation (6552); Endeavour International Corporation (8389); Endeavour Colorado Corporation (0067); END Management Company (7578); Endeavour Energy New Ventures Inc. (7563); Endeavour Energy Luxembourg S.à r.l. (2113). The Debtors’ principal offices are located at 811 Main Street, Suite 2100, Houston, Texas 77002.
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Market Street, 5th Floor, Courtroom No. 5, Wilmington, Delaware 19081 on January 20, 2015 at 1:00 p.m. (prevailing Eastern Time). PLEASE TAKE FURTHER NOTICE THAT, IF NO OBJECTIONS TO THE MOTION ARE TIMELY FILED, SERVED AND RECEIVED IN ACCORDANCE WITH THIS NOTICE, THE BANKRUPTCY COURT MAY GRANT THE RELIEF REQUESTED IN THE MOTION WITHOUT FURTHER NOTICE OR HEARING. Dated: December 30, 2014 Wilmington, Delaware
Respectfully submitted, /s/ Zachary I. Shapiro RICHARDS, LAYTON & FINGER, P.A. Mark D. Collins (No. 2981) Zachary I. Shapiro (No. 5103) One Rodney Square 920 North King Street Wilmington, Delaware 19801 Telephone: (302) 651-7700 Facsimile: (302) 651-7701 Email: [email protected] Email: [email protected] -andWEIL, GOTSHAL & MANGES LLP Gary T. Holtzer (admitted pro hac vice) Stephen A. Youngman (admitted pro hac vice) 767 Fifth Avenue New York, New York 10153 Telephone: (212) 310-8000 Facsimile: (212) 310-8007 Email: [email protected] Email: [email protected] Attorneys for Debtors and Debtors in Possession
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EXHIBIT A Proposed Order
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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE ------------------------------------------------------------ x : In re: : : ENDEAVOUR OPERATING : CORPORATION, et al.,1 : : Debtors. : : ------------------------------------------------------------ x
Chapter 11 Case No. 14–12308 (KJC) (Jointly Administered)
Re: D.I. ___
ORDER PURSUANT TO SECTION 365(d)(4) OF THE BANKRUPTCY CODE EXTENDING TIME TO ASSUME OR REJECT UNEXPIRED LEASES OF NONRESIDENTIAL REAL PROPERTY Upon the Motion, dated December 30, 2014 (the “Motion”),2 of Endeavour Operating Corporation and its above-captioned debtor affiliates, as debtors and debtors in possession (collectively, the “Debtors”), for an order pursuant to section 365(d)(4)(B) of title 11 of the United States Code (the “Bankruptcy Code”) extending the time to assume or reject unexpired leases of nonresidential real property, all as more fully described in the Motion; and the Court having jurisdiction to consider the Motion and the relief requested therein in accordance with 28 U.S.C. §§ 157 and 1334; and consideration of the Motion and the relief requested therein being a core proceeding pursuant to 28 U.S.C. § 157(b); and venue being proper before this Court pursuant to 28 U.S.C. §§ 1408 and 1409; and due and proper notice of the Motion having been provided to (i) the Office of the United States Trustee for the District of Delaware, (ii) Thompson & Knight LLP, One Arts Plaza, 1722 Routh Street, Suite 1500, Dallas, 1
The Debtors in these chapter 11 cases and the last four digits of each Debtor’s taxpayer identification number are as follows: Endeavour Operating Corporation (6552); Endeavour International Corporation (8389); Endeavour Colorado Corporation (0067); END Management Company (7578); Endeavour Energy New Ventures Inc. (7563); Endeavour Energy Luxembourg S.à r.l. (2113). The Debtors’ principal offices are located at 811 Main Street, Suite 2100, Houston, Texas 77002. 2
Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Motion.
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TX 75201(Attn: David M. Bennett, Esq. and Cassandra Sepanik Shoemaker, Esq.), proposed counsel to the Official Committee of Unsecured Creditors, (iii) the holders of the thirty (30) largest unsecured claims against the Debtors (on a consolidated basis), (iv) Reed Smith LLP, 225 Fifth Avenue, Suite 1200, Pittsburgh, PA 15222 (Attn: Eric A. Schaffer, Esq.), counsel to Wells Fargo Bank, National Association, in its capacity as trustee under the 12% Notes due March 2018, (v) Arent Fox LLP, 1675 Broadway, New York, NY 10019 (Attn: Andrew I. Silfen, Esq. and Leah M. Eisenberg, Esq.), counsel to Wilmington Trust, National Association, in its capacity as trustee under the 12% Notes due June 2018, (vi) Wilmington Savings Fund Society, FSB, in its capacity as trustee under the 5.5% Convertible Senior Notes due 2016, (vii) Wilmington Savings Fund Society, FSB, in its capacity as trustee under the 6.5% Convertible Senior Notes due 2016, (viii) Delaware Trust Company, in its capacity as successor trustee under the 7.5% Guaranteed Convertible Bonds due 2016, (ix) Milbank, Tweed, Hadley & McCloy LLP, 1 Chase Manhattan Plaza, New York, NY 10005 (Attn: Dennis F. Dunne, Esq., Matthew S. Barr, Esq. and Michael E. Comerford, Esq.), counsel to certain of the holders of the 12% Notes due March 2018 and the 12% Notes due June 2018, (x) Brown Rudnick LLP, Seven Times Square, New York, NY 10036 (Attn: Robert J. Stark, Esq.), counsel to certain of the holders of the 5.5% Convertible Senior Notes due 2016 and the 6.5% Convertible Senior Notes due 2016, (xi) Ropes & Gray LLP, 1211 Avenue of the Americas, New York, NY 10036 (Attn: Keith H. Wofford, Esq.), counsel to the holder of the 7.5% Guaranteed Convertible Bonds due 2016, (xii) Akin Gump Strauss Hauer & Feld LLP, One Bryant Park, Bank of America Tower, New York, NY 10036 (Attn: Michael Stamer, Esq. and Meredith Lahaie, Esq.), counsel to certain secured lenders under the EEUK Term Loan, (xiii) Latham & Watkins LLP, 885 Third Avenue, New York, NY 10022 (Attn: Mitchell Seider, Esq. and David Hammerman, Esq.), counsel to the
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prepetition agent under the EEUK Term Loan; (xiv) National Association of Attorneys General, 2030 M Street NW, 8th Floor, Washington, DC 20036 (Attn: Karen Cordry, Esq.), (xv) the Office of the Attorney General in each state in which the Debtors operate, (xvi) the Office of the Delaware Secretary of State, (xvii) the Delaware State Treasury, (xviii) the Securities and Exchange Commission, (xix) the Internal Revenue Service, (xx) the Lessors, (xxi) the JOA Parties and (xxii) all parties who have requested notice in these chapter 11 cases pursuant to Bankruptcy Rule 2002 (collectively, the “Notice Parties”); and it appearing that no other or further notice need be provided; and, if necessary, a hearing having been held to consider the relief requested in the Motion (the “Hearing”); and due and proper notice of the Hearing having been provided; and the appearances of all interested parties having been noted in the record of the Hearing; and upon the record of the Hearing and all of the proceedings had before the Court; and the Court having found and determined that the relief sought in the Motion is in the best interests of the Debtors, their estates and creditors, and all parties in interest and that the legal and factual bases set forth in the Motion establish just cause for the relief granted herein; and after due deliberation and sufficient cause appearing therefor, it is hereby ORDERED that: 1.
The Motion is granted to the extent set forth herein.
2.
The time under section 365(d)(4)(A) of the Bankruptcy Code by which the
Debtors may assume or reject the Unexpired Leases is extended to and including May 8, 2015. 3.
The listing of an Unexpired Lease on Exhibit B or Exhibit C annexed to
the Motion does not constitute a finding by the Court or an admission by the Debtors or any other party in interest that such Unexpired Lease is an “unexpired lease of nonresidential real property” as contemplated by section 365(d)(4)(A) of the Bankruptcy Code.
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The entry of this Order is without prejudice to the Debtors’ right to request
further extensions of the time to assume or reject the Unexpired Leases in accordance with section 365(d)(4)(B)(ii) of the Bankruptcy Code 5.
This Court shall retain jurisdiction to hear and determine all matters
arising from or related to the implementation, interpretation and/or enforcement of this Order.
Dated: January ___, 2015 Wilmington, Delaware THE HONORABLE KEVIN J. CAREY UNITED STATES BANKRUPTCY JUDGE
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EXHIBIT B
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Debtors’ Office Leases and the Respective Lessors
1
2
Contract Type
Description of Property and Address
Counterparty to Contract and Address
Lease Agreement
Corporate Headquarters 811 Main Street, Suite 2100 Houston, Texas 77002
BG Holdco, LLC c/o Hines Interests Limited Partnership 811 Main Street, Suite 4250 Houston, Texas, 77002
Lease Agreement
Denver Office 1125 17th Street, Suite 1525 Denver, Colorado 80202
1125 Pearlmark Broadreach L.L.C. Attn: Property Manager 1125 17th Street, Suite 700 Denver, Colorado 80202
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EXHIBIT C
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Debtors’ Oil and Gas Leases and Respective Lessors1 Debtor
Description of Lease
Endeavour Colorado Corporation
Unit Agreement for the Development and Operation on the Wiley Unit Area in Moffat and Rio Blanco Counties in the State of Colorado
2
Endeavour Colorado Corporation
Unit Agreement for the Development and Operation on the Wiley Unit Area in Moffat and Rio Blanco Counties in the State of Colorado
State of Colorado State Board of Land Commissioners Attn: Timothy Kelly, Oil & Gas Leasing Manager 1127 Sherman Street, Suite 300, Denver, Colorado, 80203
3
Endeavour Colorado Corporation
Unit Agreement for the Development and Operation on the Oreo (Middle) Unit Area in Garfield and Mesa Counties in the State of Colorado
United States Department of the Interior Colorado State Office 2850 Youngfield Street Lakewood, Colorado 80215
Unit Agreement for the Development and Operation on the Oreo (Middle) Unit Area in Garfield and Mesa Counties in the State of Colorado
State of Colorado State Board of Land Commissioners Attn: Timothy Kelly, Oil & Gas Leasing Manager 1127 Sherman Street, Suite 300, Denver, Colorado, 80203
1
4
Endeavour Colorado Corporation
1
Lessor United States Department of the Interior 3189 (CO-922) Final Approval – Wiley Unit COC-75390X Colorado State Office 2850 Youngfield Street Lakewood, Colorado 80215
The listing of an agreement on this exhibit does not constitute an admission that the agreement is an unexpired lease of nonresidential real property as contemplated by section 365(d)(4)(A) of the Bankruptcy Code. Furthermore, although the Debtors’ have made every reasonable effort to ensure that this exhibit is accurate and complete based on information that was available at the time of preparation, inadvertent errors or omissions may exist. This exhibit represents the Debtors’ best efforts to identify all relevant Oil and Gas Leases relevant to the relief requested in the Motion. To the extent any Oil and Gas Leases are not included in this list but are subsequently determined to be subject to section 365(d)(4)(A) of the Bankruptcy Code, the Debtors intend for the Motion to cover such unlisted oil and gas interests as well.
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Endeavour Operating Corporation
Oil and Gas Mineral Lease between David J. Silfies (lessor) and Cohort Energy Company (lessee) dated December 16, 2010, for lands in Isaiah prospect, Mc Kean, PA wherein Debtor holds an interest.
Daniel J. Silfies
6
Endeavour Operating Corporation
Oil and Gas Mineral Lease between David L. Yoder (lessor) and Cohort Energy Company (lessee) dated September 28, 2011, for lands in Isaiah prospect, Mc Kean, PA wherein Debtor holds an interest.
David L. Yoder 508 West King Street, Smethport, Pennsylvania 16749
Endeavour Operating Corporation
Oil and Gas Mineral Lease between Steven M. Bradshaw (lessor) and Donna Lee McConaghay (lessor) and Endeavour Operating Corporation (lessee) dated December 17, 2013, for lands in Daniel prospect, Cameron, PA wherein Debtor holds an interest.
Donna Lee McConaghay
Endeavour Operating Corporation
Oil and Gas Mineral Lease between Louis J. and Tami L. Slyder, husband and wife, Issac S. Slyder and Jacob B. Slyder (lessor) and J-W Operating Company (lessee) dated January 22, 2013, for lands in Daniel prospect, Cameron, PA wherein Debtor holds an interest.
Issac S. Slyder
Endeavour Operating Corporation
Oil and Gas Mineral Lease between Louis J. and Tami L. Slyder, husband and wife, Issac S. Slyder and Jacob B. Slyder (lessor) and J-W Operating Company (lessee) dated January 22, 2013, for lands in Daniel prospect, Cameron, PA wherein Debtor holds an interest.
Jacob B. Slyder
Oil and Gas Mineral Lease between John H. Yoder (lessor) and Cohort Energy Company (lessee) dated September 28, 2011, for lands in Isaiah prospect, Mc Kean, PA wherein Debtor holds an interest.
John H. Yoder 608 West King Street, Smethport, Pennsylvania 16749
7
8
9
Endeavour Operating 10 Corporation
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Endeavour Operating 11 Corporation
Oil and Gas Mineral Lease between Louis J. and Tami L. Slyder, husband and wife, Issac S. Slyder and Jacob B. Slyder (lessor) and J-W Operating Company (lessee) dated January 22, 2013, for lands in Daniel prospect, Cameron, PA wherein Debtor holds an interest.
Louis J. and Tami L. Slyder 2195 Steam Mill Road Emporium, Pennsylvania 15834
Endeavour Operating 12 Corporation
Oil and Gas Mineral Lease between Nancy A. Silfies (lessor) and Cohort Energy Company (lessee) dated March 2, 2011, for lands in Isaiah prospect, McKean, PA wherein Debtor holds an interest.
Nancy A. Silfies
Endeavour Operating 13 Corporation
Oil and Gas Mineral Lease between Peter F. Grimone (lessor) and Cohort Energy Company (lessee) dated September 30, 2008, for lands in Daniel prospect, Cameron, PA wherein Debtor holds an interest.
Peter F. Grimone 23 Pioneer Road Emporium, Pennsylvania 15834
Endeavour Operating 14 Corporation
Oil and Gas Mineral Lease between Phyllis S. Bish (lessor) and Cohort Energy Company (lessee) dated November 10, 2011, for lands in Isaiah prospect, Mc Kean, PA wherein Debtor holds an interest.
Phyllis S. Bish 119 Laurel Lane Kersey, Pennsylvania 15846
Endeavour Operating 15 Corporation
Oil and Gas Mineral Lease between Robert W. Miller (lessor) and Cohort Energy Company (lessee) dated October 7, 2011, for lands in Isaiah prospect, Mc Kean, PA wherein Debtor holds an interest.
Robert W. Miller P.O. Box 203 Custer City, Oklahoma 16725
Endeavour Operating 16 Corporation
Oil and Gas Mineral Lease between Roger A. Bish (lessor) and Cohort Energy Company (lessee) dated November 10, 2011, for lands in Isaiah prospect, McKean, PA wherein Debtor holds an interest.
Roger A. Bish 119 Laurel Lane Kersey, Pennsylvania 15846
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Endeavour Operating 17 Corporation
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Endeavour Operating Corporation
Endeavour Operating 19 Corporation
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Endeavour Operating Corporation
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Oil and Gas Mineral Lease between Rosemary Hamilton (lessor) and Cohort Energy Company (lessee) dated Rosemary Hamilton November 23, 2012, for lands in Samuel prospect, Clarion, PA wherein Debtor holds an interest. Oil and Gas Mineral Lease between Steven J. Vaneerden (lessor) and J-W Operating Company (lessee) dated January 22, 2013, for lands in Daniel prospect, Cameron, PA wherein Debtor holds an interest.
Steven J. Vaneerden 1280 Britton Hill Road Emporium, Pennsylvania 15834
Oil and Gas Mineral Lease between Steven M. Bradshaw (lessor) and Donna Lee McConaghay (lessor) and Endeavour Operating Corporation (lessee) dated December 17, 2013, for lands in Daniel prospect, Cameron, PA wherein Debtor holds an interest.
Steven M. Bradshaw 914 Deertrail Street Farmington, New Mexico 87401
Oil and Gas Mineral Lease between Thomas and Sandra, husband and wife, (lessor) and Cohort Energy Company (lessee) dated May 2, 2011, for lands in Samuel prospect, Clarion, PA wherein Debtor holds an interest.
Thomas and Sandra Terwilliger
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EXHIBIT D
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JOA Parties
1
2
3
4
5
6
7
8
9
Debtor
Oil and Gas Development Area
JOA Party
Endeavour Colorado Corporation
Wiley Unit Area in Moffat and Rio Blanco Counties in the State of Colorado
Black Hills Plateau Production, LLC ATTN: Carleton L. Ekberg, Attorney in Fact 1515 Wynkoop Street, Suite 500 Denver, Colorado 80212
Endeavour Colorado Corporation Endeavour Colorado Corporation Endeavour Colorado Corporation Endeavour Colorado Corporation Endeavour Colorado Corporation Endeavour Colorado Corporation Endeavour Colorado Corporation Endeavour Colorado Corporation
Endeavour 10 Colorado Corporation Endeavour 11 Operating Corporation Endeavour 12 Operating Corporation
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Brownstone Ventures (US) Inc. 130 King Street West, Suite 2500 Toronto, Ontario, Canada M5X 2A2 Constance Knight Wiley Unit Area in Moffat and Rio 1800 Washington Avenue Blanco Counties in the State of Colorado Golden, Colorado 80401 Contex Energy Company Wiley Unit Area in Moffat and Rio 621 17th Street, Suite 1020 Blanco Counties in the State of Colorado. Denver, Colorado 80293 Dejour Energy (USA) Corporation Wiley Unit Area in Moffat and Rio 1401 17th Street, Suite 1000 Blanco Counties in the State of Colorado Denver Colorado 80202 George G. Vaught, Jr. Wiley Unit Area in Moffat and Rio P.O. Box 13557 Blanco Counties in the State of Colorado Denver, Colorado 80201 Mesa Energy Partners, LLC Wiley Unit Area in Moffat and Rio 1001 17th Street, Suite 1140 Blanco Counties in the State of Colorado Denver, Colorado 80202 Retamco Operating, Inc. Wiley Unit Area in Moffat and Rio P.O. Box 790 Blanco Counties in the State of Colorado Red Lodge, MT 59068 WPX Energy Rocky Mountain LLC Wiley Unit Area in Moffat and Rio ATTN: Joseph P. Barrett, Attorney in Fact Blanco Counties in the State of Colorado 1001 17th Street, Suite 1200 Denver, Colorado 80202 Endeavour Operating Corporation Oreo (Middle) Unit Area in Garfield and 811 Main Street, Suite 2100 Mesa Counties in the State of Colorado Houston, TX 770022 Cohort Energy Company Oil and Gas Mineral Leases in the State P.O. Box 226406 of Pennsylvania Dallas, Texas 75222 J-W Operating Company Oil and Gas Mineral Leases in the State 15505 Wright Brothers Drive of Pennsylvania Addison, Texas 75001 Wiley Unit Area in Moffat and Rio Blanco Counties in the State of Colorado
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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE ------------------------------------------------------------ x : In re: : : ENDEAVOUR OPERATING : CORPORATION, et al.,1 : : Debtors. : : ------------------------------------------------------------ x
Chapter 11 Case No. 14–12308 (KJC) (Jointly Administered) Hearing Date: 1/20/15 at 1:00 p.m. (ET) Objection Deadline: 1/13/15 at 4:00 p.m. (ET)
MOTION OF DEBTORS PURSUANT TO SECTION 365(d)(4) OF THE BANKRUPTCY CODE FOR ENTRY OF AN ORDER EXTENDING TIME TO ASSUME OR REJECT UNEXPIRED LEASES OF NONRESIDENTIAL REAL PROPERTY Endeavour Operating Corporation and its above-captioned debtor affiliates, as debtors and debtors in possession (collectively, the “Debtors”), respectfully represent: Jurisdiction and Venue 1.
This Court has jurisdiction to consider this matter pursuant to 28
U.S.C. §§ 157 and 1334 and the Amended Standing Order of Reference from the United States District Court for the District of Delaware, dated as of February 29, 2012. This is a core proceeding pursuant to 28 U.S.C. § 157(b), and pursuant to Rule 9013-1(f) of the Local Rules of Bankruptcy Practice and Procedure for the United States Bankruptcy Court for the District of Delaware (the “Local Rules”), the Debtors consent to the entry of a final order by the Court in connection with this Motion to the extent that it is later determined that the Court, absent consent of the parties, cannot enter final orders or judgments consistent with Article III of the United States Constitution. 1
The Debtors in these chapter 11 cases and the last four digits of each Debtor’s taxpayer identification number are as follows: Endeavour Operating Corporation (6552); Endeavour International Corporation (8389); Endeavour Colorado Corporation (0067); END Management Company (7578); Endeavour Energy New Ventures Inc. (7563); Endeavour Energy Luxembourg S.à r.l. (2113). The Debtors’ principal offices are located at 811 Main Street, Suite 2100, Houston, Texas 77002.
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Venue is proper before this Court pursuant to 28 U.S.C. §§ 1408 and
1409. Relief Requested 3.
The Debtors respectfully request, pursuant to section 365(d)(4) of the
Bankruptcy Code, entry of an order extending the initial one hundred and twenty (120) day period to assume or reject its unexpired leases of nonresidential real property by approximately an additional ninety (90) days from February 9, 2015 through and including May 8, 2015. Background 4.
On October 10, 2014 (the “Petition Date”), each of the Debtors
commenced a voluntary case under chapter 11 of the Bankruptcy Code in this Court. The Debtors are authorized to operate their businesses and manage their properties as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. 5.
The Debtors’ chapter 11 cases have been consolidated for procedural
purposes only and are being jointly administered pursuant to Bankruptcy Rule 1015(b) and Local Rule 1015-1. 6.
Prior to commencing their Chapter 11 Cases, the Debtors negotiated a
consensual restructuring that was memorialized in a Restructuring Support Agreement (the “RSA”) with their key creditor constituents. On November 10, 2014, the Court entered the Order (I) Authorizing Debtors to Assume the Restructuring Support Agreement Pursuant to Sections 105(a) and 365(a) of the Bankruptcy Code and Bankruptcy Rule 6006 and (II) Modifying the Automatic Stay Pursuant to Section 362 (D.I. 169), which authorized the Debtors to assume the RSA. The RSA’s terms are now binding postpetition obligations of the Debtors and all nondebtor signatories.
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The Office of the United States Trustee for the District of Delaware
(the “U.S. Trustee”) formed an official committee of unsecured creditors (the “Creditors’ Committee”) in these chapter 11 cases on December 11, 2014 (D.I. 219). The Debtors’ Businesses 8.
The Debtors, together with their nondebtor affiliates, comprise an
independent oil and gas company engaged in the acquisition, exploration and development of energy reserves and resources onshore in the United States (“U.S.”) and offshore in the United Kingdom (“U.K.”) North Sea. The Debtors manage their domestic and overseas businesses from their headquarters in Houston, Texas. Their U.S.-based businesses and assets include exploration licenses and/or producing properties located in Colorado, Louisiana, Montana, New Mexico, Pennsylvania and Texas and comprise approximately 8% of their proven reserves. The Debtors’ U.K.-based businesses and assets include exploration licenses and producing properties in the North Sea that comprise the remaining 92% of their proven reserves. Only certain of the U.S.-based entities and one non-operating foreign entity are Debtors in these proceedings. The Debtors’ other foreign entities, which encompass their U.K.-based businesses, are not debtors in these cases and are continuing to conduct their businesses in the ordinary course. 9.
Additional information about the Debtors’ businesses, capital structure
and the circumstances leading to the commencement of these chapter 11 cases can be found in the Declaration of William L. Transier in Support of the Debtors’ Chapter 11 Petitions and Request for First Day Relief (the “Transier Declaration”) (D.I. 12), filed on the Petition Date. The Debtors’ Unexpired Leases 10.
The Debtors are parties to two types of unexpired leases that may
constitute leases of nonresidential real property: office spaces leases (the “Office Leases”) and
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certain oil and gas leases on federal lands and in Pennsylvania (the “Oil and Gas Leases” and together with the Office Leases, the “Unexpired Leases”). 11.
Endeavour Operating Corporation is party to two (2) Office Leases: (i) a
lease for the Debtors’ corporate headquarters in Houston, Texas, and (ii) a lease for the Debtors’ office in Denver, Colorado. A list of the Office Leases and the respective lessors (the “Lessors”) are set forth on Exhibit B annexed hereto. 12.
In addition, the Debtors are party to a number of Oil and Gas Leases,
which are listed with their respective Lessors on Exhibit C annexed hereto. Further, certain parties listed on Exhibit D annexed hereto (the “JOA Parties”) have executed ratification and joinder agreements or are co-parties to these Oil and Gas Leases. As a preliminary matter, the Debtors believe that these Oil and Gas Leases constitute freehold real property interests and are not “unexpired leases of nonresidential real property” as contemplated by section 365(d)(4)(A) of the Bankruptcy Code. Nonetheless, out of an abundance of caution and without prejudice to the Debtors’ later determination as to the nature of these Oil and Gas Leases, the Debtors are requesting an extension of the 120-day limit to assume or reject unexpired leases of nonresidential real property under section 365(d)(4) for both the Office Leases and the Oil and Gas Leases. 13.
The Unexpired Leases are critical to the operation of the Debtors’
businesses, and reviewing those Unexpired Leases is an integral part of the Debtors’ overall evaluation of whether to assume or reject certain of their executory contracts and unexpired leases of nonresidential real property. To preserve flexibility with respect to the Unexpired Leases as the Debtors’ chapter 11 cases proceed, the Debtors seek an extension of the February 9, 2015 deadline to assume or reject such Unexpired Leases through and including May 8, 2015.
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Until a decision to assume or reject each Unexpired Lease is made, the
Debtors will continue to perform all of their undisputed obligations arising therefrom after the Petition Date as required by section 365(d)(3) of the Bankruptcy Code, including the payment of postpetition rent obligations with respect to the Office Leases and the payment of royalties due, if any, pursuant to the terms of the documents governing the Oil and Gas Leases and the Final Order (I) Authorizing Payment of Funds Attributable to Royalty Interests in the Ordinary Course of Business and (II) Directing Financial Institutions to Honor and Process Checks and Transfers Related to Such Royalty Interests Pursuant to Sections 105(a) and 541 of the Bankruptcy Code (D.I. 147). Basis For Relief 15.
Section 365(d)(4)(A) of the Bankruptcy Code provides that an unexpired
lease of nonresidential real property under which a debtor is a lessee shall be deemed rejected if the debtor does not assume or reject such unexpired lease within one hundred and twenty (120) days after the petition date or before the date of entry of an order confirming a plan. 11 U.S.C. § 365(d)(4)(A). 16.
Thus, absent an extension of the time under section 365(d)(4)(A) of the
Bankruptcy Code, the Debtors’ unexpired leases of nonresidential real property that are not assumed within one hundred and twenty (120) days after the Petition Date will be deemed rejected. Furthermore, because a motion for extension of the time to assume or reject leases of nonresidential real property is not subject to the automatic bridge order provisions in Local Rule 9006-2, an order extending time must be entered prior to the expiration of the initial 120-day period (before February 9, 2014). 17.
Pursuant to section 365(d)(4)(B) of the Bankruptcy Code, the Court may
extend the 120-day period “for 90 days for cause.” Id. § 365(d)(4)(B). Courts have considered 5 RLF1 11333645V.2
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the following non-exclusive factors in evaluating whether cause exists to extend the time to assume or reject unexpired leases of nonresidential real property: (i)
whether the leases are an important asset of the estate;
(ii)
whether the debtor has had sufficient time to assess intelligently its financial situation and the potential value of its assets;
(iii)
whether the debtor continues to make rental payments to the landlords under the leases; and
(iv)
whether the lessor would be damaged beyond compensation available under the Bankruptcy Code.
See, e.g., In re Wedtech Corp., 72 B.R. 464, 471-73 (Bankr. S.D.N.Y. 1987) (citing Theatre Holding Corp. v. Mauro, 681 F.2d 102, 105-06 (2d Cir. 1982)); see also Legacy, Ltd. v. Channel Home Ctrs., Inc. (In re Channel Home Ctrs., Inc.), 989 F.2d 682, 689 (3d Cir. 1993), cert. denied, 510 U.S. 865 (1993) (“it is permissible for a bankruptcy court to consider a particular debtor’s need for more time in order to analyze leases in light of the plan it is formulating”) (citing Wedtech, 72 B.R. at 471-472); In re GST Telecom Inc., No. 00-1982-GMS 2001 WL 686971, at *3 (D. Del. June 8, 2001) (holding “equity dictates that courts can grant debtors additional time in which to decide whether to assume or reject a particular lease”). The Extension Should Be Granted 18.
Applying the above factors, cause exists for an extension of the time to
assume or reject leases of nonresidential real property pursuant to section 365(d)(4)(B) of the Bankruptcy Code. 19.
First, the Unexpired Leases are critical to the operation of the Debtors’
businesses. The Unexpired Leases include the Office Leases, which are important because they serve as the Debtors’ North American bases of operations. In addition, out of an abundance of caution, the Debtors are requesting relief from the deadline with respect to the Oil and Gas 6 RLF1 11333645V.2
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Leases, from which the Debtors generate their U.S.-based revenues. Due to the nature of the Debtors’ businesses and to avoid any premature assumption of the Unexpired Leases, or risk the forfeiture of valuable property interests in the event of a deemed rejection of an Unexpired Lease, the Debtors submit that the requested extension is warranted. 20.
Second, the Debtors are timely paying their obligations stemming from
Unexpired Leases and are committed to remaining current with respect to all undisputed postpetition obligations under the Unexpired Leases in compliance with section 365(d)(3) of the Bankruptcy Code. Additionally, the Debtors have sufficient liquidity to remain current on their postpetition obligations under the Unexpired Leases. Thus, the requested extension will not adversely affect the Debtors’ lessors under the Unexpired Leases in an amount beyond the compensation available under the Bankruptcy Code. The Debtors will continue to evaluate the Unexpired Leases on an ongoing basis and will file appropriate assumption or rejection motions as soon as informed decisions can be made or will assume such leases pursuant to section 8.1 of the Debtors’ Amended Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code (D.I. 304) (as amended, the “Plan”). 21.
Third, under the Plan, except for contracts specifically rejected or
identified for rejection before the Confirmation Date or subject to a Cure Dispute (as such terms are defined in the Plan), all executory contracts and unexpired leases to which any of the Debtors are parties will be assumed on the Effective Date. Currently, the Confirmation Hearing is scheduled for February 9, 2015, the same day as the current deadline to assume or reject leases of nonresidential real property. Though the Debtors’ are working diligently towards guaranteeing a speedy emergence from chapter 11 by confirming the Plan on February 9, 2015, the current overlap between the confirmation timeline and the deadline to assume or reject leases
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of nonresident real property would limit the Debtors’ ability to re-evaluate their decisions regarding the assumption or rejection of leases should an order confirming the Debtors’ Plan not be entered on that date. 22.
Additionally, an approximately 90-day extension of the deadline to
assume or reject leases of nonresidential real property will not prejudice any party in interest. If the consensual restructuring memorialized in the RSA process proceeds as planned, and the Plan is confirmed on or about February 9, 2015, then parties in interest will know whether the Debtors are assuming or rejecting their leases of nonresidential real property on or about that date. In the alternative, if the confirmation were to be delayed, an extension of the time to assume or reject leases of nonresidential real property will provide the Debtors with the flexibility necessary to accommodate any such delay without the need for an emergency extension of the time to assume or reject unexpired leases of nonresidential real property on the eve of the 120-day deadline. 23.
Finally, the extension requested herein is consistent with the extensions
granted by this and other courts in this district in other chapter 11 cases. See e.g., In re Tuscany International Holdings (U.S.A.) Ltd., No. 14-10193 (KG) (Bankr. D. Del. May. 15, 2014) (extending the deadline by which the debtors must assume or reject unexpired leases of nonresidential real property by 90 days); In re Capsule Intern. Holdings LLC, No. 13-13281 (CSS) (Bankr. D. Del. Mar. 25, 2014) (same); In re OnCure Holdings, Inc., No. 13-11540 (KG) (Bankr. D. Del. Oct. 24, 2013) (same); In re Ne Opco Inc., No. 13-11483 (CSS) (Bankr. D. Del. Sep. 11, 2013) (same); In re WP Steel Venture LLC, Case No. 12-11661 (KJC) (Bankr. D. Del. Oct. 12, 2012) (same); In re AES Eastern Energy, L.P., Case No. 11-14138 (KJC) (Bankr. D. Del. Apr. 5, 2012) (same).
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In light of the foregoing, the Debtors submit that the extension of the
period within which the Debtors may assume or reject the Unexpired Leases to and including May 8, 2015 is in the best interests of the Debtors, their estate, their creditors, and all parties in interest, and should be granted. Notice 25.
No trustee or examiner has been appointed in these chapter 11 cases.
Notice of this Motion shall be given to: (i) the Office of the United States Trustee for the District of Delaware, (ii) Thompson & Knight LLP, One Arts Plaza, 1722 Routh Street, Suite 1500, Dallas, TX 75201(Attn: David M. Bennett, Esq. and Cassandra Sepanik Shoemaker, Esq.), proposed counsel to the Official Committee of Unsecured Creditors, (iii) the holders of the thirty (30) largest unsecured claims against the Debtors (on a consolidated basis), (iv) Reed Smith LLP, 225 Fifth Avenue, Suite 1200, Pittsburgh, PA 15222 (Attn: Eric A. Schaffer, Esq.), counsel to Wells Fargo Bank, National Association, in its capacity as trustee under the 12% Notes due March 2018, (v) Arent Fox LLP, 1675 Broadway, New York, NY 10019 (Attn: Andrew I. Silfen, Esq. and Leah M. Eisenberg, Esq.), counsel to Wilmington Trust, National Association, in its capacity as trustee under the 12% Notes due June 2018, (vi) Wilmington Savings Fund Society, FSB, in its capacity as trustee under the 5.5% Convertible Senior Notes due 2016, (vii) Wilmington Savings Fund Society, FSB, in its capacity as trustee under the 6.5% Convertible Senior Notes due 2016, (viii) Delaware Trust Company, in its capacity as successor trustee under the 7.5% Guaranteed Convertible Bonds due 2016, (ix) Milbank, Tweed, Hadley & McCloy LLP, 1 Chase Manhattan Plaza, New York, NY 10005 (Attn: Dennis F. Dunne, Esq., Matthew S. Barr, Esq. and Michael E. Comerford, Esq.), counsel to certain of the holders of the 12% Notes due March 2018 and the 12% Notes due June 2018, (x) Brown Rudnick LLP, Seven Times Square, New York, NY 10036 (Attn: Robert J. Stark, Esq.), counsel to certain of the 9 RLF1 11333645V.2
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holders of the 5.5% Convertible Senior Notes due 2016 and the 6.5% Convertible Senior Notes due 2016, (xi) Ropes & Gray LLP, 1211 Avenue of the Americas, New York, NY 10036 (Attn: Keith H. Wofford, Esq.), counsel to the holder of the 7.5% Guaranteed Convertible Bonds due 2016, (xii) Akin Gump Strauss Hauer & Feld LLP, One Bryant Park, Bank of America Tower, New York, NY 10036 (Attn: Michael Stamer, Esq. and Meredith Lahaie, Esq.), counsel to certain secured lenders under the EEUK Term Loan, (xiii) Latham & Watkins LLP, 885 Third Avenue, New York, NY 10022 (Attn: Mitchell Seider, Esq. and David Hammerman, Esq.), counsel to the prepetition agent under the EEUK Term Loan; (xiv) National Association of Attorneys General, 2030 M Street NW, 8th Floor, Washington, DC 20036 (Attn: Karen Cordry, Esq.), (xv) the Office of the Attorney General in each state in which the Debtors operate, (xvi) the Office of the Delaware Secretary of State, (xvii) the Delaware State Treasury, (xviii) the Securities and Exchange Commission, (xix) the Internal Revenue Service (xx) the Lessors, (xxi) the JOA Parties and (xxii) all parties who have requested notice in these chapter 11 cases pursuant to Bankruptcy Rule 2002. The Debtors respectfully submit that no further notice of this Motion is required.
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No Previous Request 26.
No previous request for the relief sought herein has been made by the
Debtors to this or any other court. WHEREFORE the Debtors respectfully request that the Court grant the relief requested herein and such other and further relief as it deems just and proper.
Dated:
December 30, 2014 Wilmington, Delaware /s/ Zachary I. Shapiro RICHARDS, LAYTON & FINGER, P.A. Mark D. Collins (No. 2981) Zachary I. Shapiro (No. 5103) One Rodney Square 920 North King Street Wilmington, Delaware 19801 Telephone: (302) 651-7700 Facsimile: (302) 651-7701 Email: [email protected] Email: [email protected] -andWEIL, GOTSHAL & MANGES LLP Gary T. Holtzer (admitted pro hac vice) Stephen A. Youngman (admitted pro hac vice) 767 Fifth Avenue New York, New York 10153 Telephone: (212) 310-8000 Facsimile: (212) 310-8007 Email: [email protected] Email: [email protected] Attorneys for Debtors and Debtors in Possession
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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE ------------------------------------------------------------ x : In re: : : ENDEAVOUR OPERATING : CORPORATION, et al.,1 : : Debtors. : : : ------------------------------------------------------------ x
Chapter 11 Case No. 14-12308 (KJC) (Jointly Administered) Hearing Date: 1/20/15 at 1:00 p.m. (ET) Objection Deadline: 1/13/15 at 4:00 p.m. (ET)
NOTICE OF MOTION AND HEARING PLEASE TAKE NOTICE that, on December 30, 2014, the above-captioned debtors (the “Debtors”) filed the Motion of Debtors Pursuant to Section 365(d)(4) of the Bankruptcy Code for Entry of an Order Extending Time to Assume or Reject Unexpired Leases of Nonresidential Real Property (the “Motion”) with the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”). PLEASE TAKE FURTHER NOTICE that objections or responses to the Motion, if any, must be made in writing, filed with the Bankruptcy Court, and served so as to be received by the undersigned attorneys for the Debtors on or before January 13, 2015 at 4:00 p.m. (prevailing Eastern Time). PLEASE TAKE FURTHER NOTICE that a hearing with respect to the Motion, if required, is scheduled before the Honorable Kevin J. Carey at the Bankruptcy Court, 824 North
1
The Debtors in these chapter 11 cases and the last four digits of each Debtor’s taxpayer identification number are as follows: Endeavour Operating Corporation (6552); Endeavour International Corporation (8389); Endeavour Colorado Corporation (0067); END Management Company (7578); Endeavour Energy New Ventures Inc. (7563); Endeavour Energy Luxembourg S.à r.l. (2113). The Debtors’ principal offices are located at 811 Main Street, Suite 2100, Houston, Texas 77002.
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Market Street, 5th Floor, Courtroom No. 5, Wilmington, Delaware 19081 on January 20, 2015 at 1:00 p.m. (prevailing Eastern Time). PLEASE TAKE FURTHER NOTICE THAT, IF NO OBJECTIONS TO THE MOTION ARE TIMELY FILED, SERVED AND RECEIVED IN ACCORDANCE WITH THIS NOTICE, THE BANKRUPTCY COURT MAY GRANT THE RELIEF REQUESTED IN THE MOTION WITHOUT FURTHER NOTICE OR HEARING. Dated: December 30, 2014 Wilmington, Delaware
Respectfully submitted, /s/ Zachary I. Shapiro RICHARDS, LAYTON & FINGER, P.A. Mark D. Collins (No. 2981) Zachary I. Shapiro (No. 5103) One Rodney Square 920 North King Street Wilmington, Delaware 19801 Telephone: (302) 651-7700 Facsimile: (302) 651-7701 Email: [email protected] Email: [email protected] -andWEIL, GOTSHAL & MANGES LLP Gary T. Holtzer (admitted pro hac vice) Stephen A. Youngman (admitted pro hac vice) 767 Fifth Avenue New York, New York 10153 Telephone: (212) 310-8000 Facsimile: (212) 310-8007 Email: [email protected] Email: [email protected] Attorneys for Debtors and Debtors in Possession
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EXHIBIT A Proposed Order
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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE ------------------------------------------------------------ x : In re: : : ENDEAVOUR OPERATING : CORPORATION, et al.,1 : : Debtors. : : ------------------------------------------------------------ x
Chapter 11 Case No. 14–12308 (KJC) (Jointly Administered)
Re: D.I. ___
ORDER PURSUANT TO SECTION 365(d)(4) OF THE BANKRUPTCY CODE EXTENDING TIME TO ASSUME OR REJECT UNEXPIRED LEASES OF NONRESIDENTIAL REAL PROPERTY Upon the Motion, dated December 30, 2014 (the “Motion”),2 of Endeavour Operating Corporation and its above-captioned debtor affiliates, as debtors and debtors in possession (collectively, the “Debtors”), for an order pursuant to section 365(d)(4)(B) of title 11 of the United States Code (the “Bankruptcy Code”) extending the time to assume or reject unexpired leases of nonresidential real property, all as more fully described in the Motion; and the Court having jurisdiction to consider the Motion and the relief requested therein in accordance with 28 U.S.C. §§ 157 and 1334; and consideration of the Motion and the relief requested therein being a core proceeding pursuant to 28 U.S.C. § 157(b); and venue being proper before this Court pursuant to 28 U.S.C. §§ 1408 and 1409; and due and proper notice of the Motion having been provided to (i) the Office of the United States Trustee for the District of Delaware, (ii) Thompson & Knight LLP, One Arts Plaza, 1722 Routh Street, Suite 1500, Dallas, 1
The Debtors in these chapter 11 cases and the last four digits of each Debtor’s taxpayer identification number are as follows: Endeavour Operating Corporation (6552); Endeavour International Corporation (8389); Endeavour Colorado Corporation (0067); END Management Company (7578); Endeavour Energy New Ventures Inc. (7563); Endeavour Energy Luxembourg S.à r.l. (2113). The Debtors’ principal offices are located at 811 Main Street, Suite 2100, Houston, Texas 77002. 2
Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Motion.
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TX 75201(Attn: David M. Bennett, Esq. and Cassandra Sepanik Shoemaker, Esq.), proposed counsel to the Official Committee of Unsecured Creditors, (iii) the holders of the thirty (30) largest unsecured claims against the Debtors (on a consolidated basis), (iv) Reed Smith LLP, 225 Fifth Avenue, Suite 1200, Pittsburgh, PA 15222 (Attn: Eric A. Schaffer, Esq.), counsel to Wells Fargo Bank, National Association, in its capacity as trustee under the 12% Notes due March 2018, (v) Arent Fox LLP, 1675 Broadway, New York, NY 10019 (Attn: Andrew I. Silfen, Esq. and Leah M. Eisenberg, Esq.), counsel to Wilmington Trust, National Association, in its capacity as trustee under the 12% Notes due June 2018, (vi) Wilmington Savings Fund Society, FSB, in its capacity as trustee under the 5.5% Convertible Senior Notes due 2016, (vii) Wilmington Savings Fund Society, FSB, in its capacity as trustee under the 6.5% Convertible Senior Notes due 2016, (viii) Delaware Trust Company, in its capacity as successor trustee under the 7.5% Guaranteed Convertible Bonds due 2016, (ix) Milbank, Tweed, Hadley & McCloy LLP, 1 Chase Manhattan Plaza, New York, NY 10005 (Attn: Dennis F. Dunne, Esq., Matthew S. Barr, Esq. and Michael E. Comerford, Esq.), counsel to certain of the holders of the 12% Notes due March 2018 and the 12% Notes due June 2018, (x) Brown Rudnick LLP, Seven Times Square, New York, NY 10036 (Attn: Robert J. Stark, Esq.), counsel to certain of the holders of the 5.5% Convertible Senior Notes due 2016 and the 6.5% Convertible Senior Notes due 2016, (xi) Ropes & Gray LLP, 1211 Avenue of the Americas, New York, NY 10036 (Attn: Keith H. Wofford, Esq.), counsel to the holder of the 7.5% Guaranteed Convertible Bonds due 2016, (xii) Akin Gump Strauss Hauer & Feld LLP, One Bryant Park, Bank of America Tower, New York, NY 10036 (Attn: Michael Stamer, Esq. and Meredith Lahaie, Esq.), counsel to certain secured lenders under the EEUK Term Loan, (xiii) Latham & Watkins LLP, 885 Third Avenue, New York, NY 10022 (Attn: Mitchell Seider, Esq. and David Hammerman, Esq.), counsel to the
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prepetition agent under the EEUK Term Loan; (xiv) National Association of Attorneys General, 2030 M Street NW, 8th Floor, Washington, DC 20036 (Attn: Karen Cordry, Esq.), (xv) the Office of the Attorney General in each state in which the Debtors operate, (xvi) the Office of the Delaware Secretary of State, (xvii) the Delaware State Treasury, (xviii) the Securities and Exchange Commission, (xix) the Internal Revenue Service, (xx) the Lessors, (xxi) the JOA Parties and (xxii) all parties who have requested notice in these chapter 11 cases pursuant to Bankruptcy Rule 2002 (collectively, the “Notice Parties”); and it appearing that no other or further notice need be provided; and, if necessary, a hearing having been held to consider the relief requested in the Motion (the “Hearing”); and due and proper notice of the Hearing having been provided; and the appearances of all interested parties having been noted in the record of the Hearing; and upon the record of the Hearing and all of the proceedings had before the Court; and the Court having found and determined that the relief sought in the Motion is in the best interests of the Debtors, their estates and creditors, and all parties in interest and that the legal and factual bases set forth in the Motion establish just cause for the relief granted herein; and after due deliberation and sufficient cause appearing therefor, it is hereby ORDERED that: 1.
The Motion is granted to the extent set forth herein.
2.
The time under section 365(d)(4)(A) of the Bankruptcy Code by which the
Debtors may assume or reject the Unexpired Leases is extended to and including May 8, 2015. 3.
The listing of an Unexpired Lease on Exhibit B or Exhibit C annexed to
the Motion does not constitute a finding by the Court or an admission by the Debtors or any other party in interest that such Unexpired Lease is an “unexpired lease of nonresidential real property” as contemplated by section 365(d)(4)(A) of the Bankruptcy Code.
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The entry of this Order is without prejudice to the Debtors’ right to request
further extensions of the time to assume or reject the Unexpired Leases in accordance with section 365(d)(4)(B)(ii) of the Bankruptcy Code 5.
This Court shall retain jurisdiction to hear and determine all matters
arising from or related to the implementation, interpretation and/or enforcement of this Order.
Dated: January ___, 2015 Wilmington, Delaware THE HONORABLE KEVIN J. CAREY UNITED STATES BANKRUPTCY JUDGE
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EXHIBIT B
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Debtors’ Office Leases and the Respective Lessors
1
2
Contract Type
Description of Property and Address
Counterparty to Contract and Address
Lease Agreement
Corporate Headquarters 811 Main Street, Suite 2100 Houston, Texas 77002
BG Holdco, LLC c/o Hines Interests Limited Partnership 811 Main Street, Suite 4250 Houston, Texas, 77002
Lease Agreement
Denver Office 1125 17th Street, Suite 1525 Denver, Colorado 80202
1125 Pearlmark Broadreach L.L.C. Attn: Property Manager 1125 17th Street, Suite 700 Denver, Colorado 80202
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EXHIBIT C
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Debtors’ Oil and Gas Leases and Respective Lessors1 Debtor
Description of Lease
Endeavour Colorado Corporation
Unit Agreement for the Development and Operation on the Wiley Unit Area in Moffat and Rio Blanco Counties in the State of Colorado
2
Endeavour Colorado Corporation
Unit Agreement for the Development and Operation on the Wiley Unit Area in Moffat and Rio Blanco Counties in the State of Colorado
State of Colorado State Board of Land Commissioners Attn: Timothy Kelly, Oil & Gas Leasing Manager 1127 Sherman Street, Suite 300, Denver, Colorado, 80203
3
Endeavour Colorado Corporation
Unit Agreement for the Development and Operation on the Oreo (Middle) Unit Area in Garfield and Mesa Counties in the State of Colorado
United States Department of the Interior Colorado State Office 2850 Youngfield Street Lakewood, Colorado 80215
Unit Agreement for the Development and Operation on the Oreo (Middle) Unit Area in Garfield and Mesa Counties in the State of Colorado
State of Colorado State Board of Land Commissioners Attn: Timothy Kelly, Oil & Gas Leasing Manager 1127 Sherman Street, Suite 300, Denver, Colorado, 80203
1
4
Endeavour Colorado Corporation
1
Lessor United States Department of the Interior 3189 (CO-922) Final Approval – Wiley Unit COC-75390X Colorado State Office 2850 Youngfield Street Lakewood, Colorado 80215
The listing of an agreement on this exhibit does not constitute an admission that the agreement is an unexpired lease of nonresidential real property as contemplated by section 365(d)(4)(A) of the Bankruptcy Code. Furthermore, although the Debtors’ have made every reasonable effort to ensure that this exhibit is accurate and complete based on information that was available at the time of preparation, inadvertent errors or omissions may exist. This exhibit represents the Debtors’ best efforts to identify all relevant Oil and Gas Leases relevant to the relief requested in the Motion. To the extent any Oil and Gas Leases are not included in this list but are subsequently determined to be subject to section 365(d)(4)(A) of the Bankruptcy Code, the Debtors intend for the Motion to cover such unlisted oil and gas interests as well.
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Endeavour Operating Corporation
Oil and Gas Mineral Lease between David J. Silfies (lessor) and Cohort Energy Company (lessee) dated December 16, 2010, for lands in Isaiah prospect, Mc Kean, PA wherein Debtor holds an interest.
Daniel J. Silfies
6
Endeavour Operating Corporation
Oil and Gas Mineral Lease between David L. Yoder (lessor) and Cohort Energy Company (lessee) dated September 28, 2011, for lands in Isaiah prospect, Mc Kean, PA wherein Debtor holds an interest.
David L. Yoder 508 West King Street, Smethport, Pennsylvania 16749
Endeavour Operating Corporation
Oil and Gas Mineral Lease between Steven M. Bradshaw (lessor) and Donna Lee McConaghay (lessor) and Endeavour Operating Corporation (lessee) dated December 17, 2013, for lands in Daniel prospect, Cameron, PA wherein Debtor holds an interest.
Donna Lee McConaghay
Endeavour Operating Corporation
Oil and Gas Mineral Lease between Louis J. and Tami L. Slyder, husband and wife, Issac S. Slyder and Jacob B. Slyder (lessor) and J-W Operating Company (lessee) dated January 22, 2013, for lands in Daniel prospect, Cameron, PA wherein Debtor holds an interest.
Issac S. Slyder
Endeavour Operating Corporation
Oil and Gas Mineral Lease between Louis J. and Tami L. Slyder, husband and wife, Issac S. Slyder and Jacob B. Slyder (lessor) and J-W Operating Company (lessee) dated January 22, 2013, for lands in Daniel prospect, Cameron, PA wherein Debtor holds an interest.
Jacob B. Slyder
Oil and Gas Mineral Lease between John H. Yoder (lessor) and Cohort Energy Company (lessee) dated September 28, 2011, for lands in Isaiah prospect, Mc Kean, PA wherein Debtor holds an interest.
John H. Yoder 608 West King Street, Smethport, Pennsylvania 16749
7
8
9
Endeavour Operating 10 Corporation
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Endeavour Operating 11 Corporation
Oil and Gas Mineral Lease between Louis J. and Tami L. Slyder, husband and wife, Issac S. Slyder and Jacob B. Slyder (lessor) and J-W Operating Company (lessee) dated January 22, 2013, for lands in Daniel prospect, Cameron, PA wherein Debtor holds an interest.
Louis J. and Tami L. Slyder 2195 Steam Mill Road Emporium, Pennsylvania 15834
Endeavour Operating 12 Corporation
Oil and Gas Mineral Lease between Nancy A. Silfies (lessor) and Cohort Energy Company (lessee) dated March 2, 2011, for lands in Isaiah prospect, McKean, PA wherein Debtor holds an interest.
Nancy A. Silfies
Endeavour Operating 13 Corporation
Oil and Gas Mineral Lease between Peter F. Grimone (lessor) and Cohort Energy Company (lessee) dated September 30, 2008, for lands in Daniel prospect, Cameron, PA wherein Debtor holds an interest.
Peter F. Grimone 23 Pioneer Road Emporium, Pennsylvania 15834
Endeavour Operating 14 Corporation
Oil and Gas Mineral Lease between Phyllis S. Bish (lessor) and Cohort Energy Company (lessee) dated November 10, 2011, for lands in Isaiah prospect, Mc Kean, PA wherein Debtor holds an interest.
Phyllis S. Bish 119 Laurel Lane Kersey, Pennsylvania 15846
Endeavour Operating 15 Corporation
Oil and Gas Mineral Lease between Robert W. Miller (lessor) and Cohort Energy Company (lessee) dated October 7, 2011, for lands in Isaiah prospect, Mc Kean, PA wherein Debtor holds an interest.
Robert W. Miller P.O. Box 203 Custer City, Oklahoma 16725
Endeavour Operating 16 Corporation
Oil and Gas Mineral Lease between Roger A. Bish (lessor) and Cohort Energy Company (lessee) dated November 10, 2011, for lands in Isaiah prospect, McKean, PA wherein Debtor holds an interest.
Roger A. Bish 119 Laurel Lane Kersey, Pennsylvania 15846
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18
Endeavour Operating Corporation
Endeavour Operating 19 Corporation
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Oil and Gas Mineral Lease between Rosemary Hamilton (lessor) and Cohort Energy Company (lessee) dated Rosemary Hamilton November 23, 2012, for lands in Samuel prospect, Clarion, PA wherein Debtor holds an interest. Oil and Gas Mineral Lease between Steven J. Vaneerden (lessor) and J-W Operating Company (lessee) dated January 22, 2013, for lands in Daniel prospect, Cameron, PA wherein Debtor holds an interest.
Steven J. Vaneerden 1280 Britton Hill Road Emporium, Pennsylvania 15834
Oil and Gas Mineral Lease between Steven M. Bradshaw (lessor) and Donna Lee McConaghay (lessor) and Endeavour Operating Corporation (lessee) dated December 17, 2013, for lands in Daniel prospect, Cameron, PA wherein Debtor holds an interest.
Steven M. Bradshaw 914 Deertrail Street Farmington, New Mexico 87401
Oil and Gas Mineral Lease between Thomas and Sandra, husband and wife, (lessor) and Cohort Energy Company (lessee) dated May 2, 2011, for lands in Samuel prospect, Clarion, PA wherein Debtor holds an interest.
Thomas and Sandra Terwilliger
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EXHIBIT D
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JOA Parties
1
2
3
4
5
6
7
8
9
Debtor
Oil and Gas Development Area
JOA Party
Endeavour Colorado Corporation
Wiley Unit Area in Moffat and Rio Blanco Counties in the State of Colorado
Black Hills Plateau Production, LLC ATTN: Carleton L. Ekberg, Attorney in Fact 1515 Wynkoop Street, Suite 500 Denver, Colorado 80212
Endeavour Colorado Corporation Endeavour Colorado Corporation Endeavour Colorado Corporation Endeavour Colorado Corporation Endeavour Colorado Corporation Endeavour Colorado Corporation Endeavour Colorado Corporation Endeavour Colorado Corporation
Endeavour 10 Colorado Corporation Endeavour 11 Operating Corporation Endeavour 12 Operating Corporation
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Brownstone Ventures (US) Inc. 130 King Street West, Suite 2500 Toronto, Ontario, Canada M5X 2A2 Constance Knight Wiley Unit Area in Moffat and Rio 1800 Washington Avenue Blanco Counties in the State of Colorado Golden, Colorado 80401 Contex Energy Company Wiley Unit Area in Moffat and Rio 621 17th Street, Suite 1020 Blanco Counties in the State of Colorado. Denver, Colorado 80293 Dejour Energy (USA) Corporation Wiley Unit Area in Moffat and Rio 1401 17th Street, Suite 1000 Blanco Counties in the State of Colorado Denver Colorado 80202 George G. Vaught, Jr. Wiley Unit Area in Moffat and Rio P.O. Box 13557 Blanco Counties in the State of Colorado Denver, Colorado 80201 Mesa Energy Partners, LLC Wiley Unit Area in Moffat and Rio 1001 17th Street, Suite 1140 Blanco Counties in the State of Colorado Denver, Colorado 80202 Retamco Operating, Inc. Wiley Unit Area in Moffat and Rio P.O. Box 790 Blanco Counties in the State of Colorado Red Lodge, MT 59068 WPX Energy Rocky Mountain LLC Wiley Unit Area in Moffat and Rio ATTN: Joseph P. Barrett, Attorney in Fact Blanco Counties in the State of Colorado 1001 17th Street, Suite 1200 Denver, Colorado 80202 Endeavour Operating Corporation Oreo (Middle) Unit Area in Garfield and 811 Main Street, Suite 2100 Mesa Counties in the State of Colorado Houston, TX 770022 Cohort Energy Company Oil and Gas Mineral Leases in the State P.O. Box 226406 of Pennsylvania Dallas, Texas 75222 J-W Operating Company Oil and Gas Mineral Leases in the State 15505 Wright Brothers Drive of Pennsylvania Addison, Texas 75001 Wiley Unit Area in Moffat and Rio Blanco Counties in the State of Colorado
