Case 19-11626-LSS Doc 1298 Filed 06/02/20 Page 1 of 26 · 2020. 6. 2. · 2301 market st...
Transcript of Case 19-11626-LSS Doc 1298 Filed 06/02/20 Page 1 of 26 · 2020. 6. 2. · 2301 market st...
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Case 19-11626-LSS Doc 1298 Filed 06/02/20 Page 1 of 26
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EXHIBIT A
Case 19-11626-LSS Doc 1298 Filed 06/02/20 Page 2 of 26
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ACE AMERICAN INSURANCE CO5505 N CUMBERLAND AVE, STE 301CHICAGO, IL 10123
ACE AMERICAN INSURANCE COC/O CHUBBATTN: COLLATERAL MANAGER436 WALNUT STPHILADELPHIA, PA 19103
ACE AMERICAN INSURANCE COC/O DUANE MORRIS LLPATTN: WENDY M. SIMKULAK30 S 17TH STPHILADELPHIA, PA 19103
ACE AMERICAN INSURANCE CO INC436 WALNUT STP.O. BOX 1000PHILADELPHIA, PA 19106-3703
ALVAREZ & MARSAL600 MADISON AVENUE, 8TH FLOORNEW YORK, NY 10022
ANTHONY M LAGRECA2595 COLD SPRING RDLANSDALE, PA 19446
ANTHONY M LAGRECAADDRESS REDACTED
ARCH INSURANCE CO2345 GRAND BLVD, STE 900KANSAS CITY, MO 64108
ARCH INSURANCE COATTN: FRANCINE PETROSINO, LEGAL ASSISTANT300 PLAZA THREE, 3RD FLJERSEY CITY, NJ 07311
ARCH INSURANCE COEXECUTIVE ASSURANCE UNDERWRITINGONE LIBERTY PLAZA, 53RD FLNEW YORK, NY 10006
ARCO PIPE LINE CO SUNOCO, INC1818 MARKET ST, STE 1500PHILADELPHIA, PA 19103-3615
ATLANTIC PIPELINE COC/O ARCO PIPE LINE CO SUNOCO, INC1818 MARKET ST, STE 1500PHILADELPHIA, PA 19103-3615
ATLANTIC REFINING & MARKETING LLC1818 MARKET ST, STE 1500PHILADELPHIA, PA 19103-3615
ATLANTIC REFINING & MARKETING LLCATTN: REAL ESTATE DEPT10 INDUSTRIAL HWYLESTER, PA 19029
ATLANTIC REFINING AND MARKETING CO (ARMC)1818 MARKET ST, STE 1500PHILADELPHIA, PA 19103-3615
ATLANTIC RICHFIELD CO SUNOCO, INC1818 MARKET ST, STE 1500PHILADELPHIA, PA 19103-3615
BALTIMORE AND OHIO RAILROAD COC/O CSX TRANSPORTATION, INCATTN: CHIEF LEGAL OFFICER500 WATER ST, 15TH FLJACKSONVILLE, FL 32202
BANK OF AMERICA, NATIONAL ASSOCIATION700 LOUISIANA STREET, 8TH FLOORHOUSTON, TEXAS 77002
BAYTEK INTERNATIONAL INC.ATTN: WALTER MCNEIL401 N. SHORELINE BLVD.CORPUS CHRISTI, TX 78401
BEAZLEY INSURANCE COMPANY30 BATTERSON PARK RDFARMINGTON, CT 06032
BELL-FAST FIRE PROTECTION, INC.ATTN: DAVID MCCLURE700 CHESTER PIKERIDLEY PARK, PA 19078
BERKSHIRE HATHAWAY1314 DOUGLAS ST, STE 1400OMAHA, NE 68102-1944
BERKSHIRE HATHAWAY SPECIALTY INSURANCE1314 DOUGLAS ST, STE 1400OMAHA, NE 68102-1944
CAPGEMINI TECHNOLOGIES LLCATTN: KEVIN BRUCE2250 CORPORATE PARK DR., SUITE 410HERNDON, VA 20171
CARLYLE PES, LLC1001 PENNSYLVANIA AVE NWWASHINGTON, DC 20004-2505
CARLYLE PES, LLCC/O THE CARLYLE GROUPATTN: GENERAL COUNSEL OR LEGAL DEPT520 MADISON AVENEW YORK, NY 10022
CDW DIRECT200 NORTH MILWAUKEE AVE.VERNON HILLS, IL 60061
CERIDIAN CORPORATION3311 EAST OLD SHAKOPEE RD.MINNEAPOLIS, MN 55425
CISCO SYSTEMS CAPITAL CORPORATIONLEASE PROCESSING CENTER1111 OLD EAGLE SCHOOL ROADWAYNE, PA 19087
CITRIXHEWLETT-PACKARD FINANCIAL SERVICES COMPA200 CONNELL DRIVE, SUITE 5000BERKELEY HEIGHTS, NJ 07922
CITY OF PHILADELPHIA1101 MARKET STPHILADELPHIA, PA 19102
CITY OF PHILADELPHIA1101 MARKET STPHILADELPHIA, PA 19103-7583
CITY OF PHILADELPHIA1101 MARKET STPHILADELPHIA, PA 19107
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CITY OF PHILADELPHIA1401 JOHN F KENNEDY BLVDPHILADELPHIA, PA 19102
CITY OF PHILADELPHIA1515 ARCH ST, 16TH FLPHILADELPHIA, PA 19102
CITY OF PHILADELPHIA240 SPRING GARDEN STPHILADELPHIA, PA 19123-2991
CITY OF PHILADELPHIA321 UNIVERSITY AVEPHILADELPHIA, PA 19104-4543
CITY OF PHILADELPHIAC/O CITY OF PHILADELPHIA LAW TAX & REVENUE UNITATTN: MEGAN HARPER1401 JFK BLVD, 5TH FLPHILADELPHIA, PA 19102
CITY OF PHILADELPHIAP.O. BOX 1942PHILADELPHIA, PA 19105-1942
CITY OF PHILADELPHIAPHILA INTL AIRPORT, TERMINAL EPHILADELPHIA, PA 19153
CITY OF PHILADELPHIA/SCHOOL DISTRICT OF PHILADC/O CITY OF PHILADELPHIA LAW TAX & REVENUE UNITATTN: MEGAN N. HARPER1401 JFK BLVD, 5TH FLPHILADELPHIA, PA 19102
COLONIAL PIPELINE CO1185 SANCTUARY PKWY, STE 100ALPHARETTA, GA 30009-4738
COLONIAL PIPELINE COATTN: JOSEPH A BLOUNT, JR, PRES & CEO1185 SANCTUARY PKWY, STE 100ALPHARETTA, GA 30009-4738
COLONIAL PIPELINE COC/O JULIE ANGELINI - MANAGING ATTORNEY, LIT1185 SANCTUARY PKWY, STE 100ALPHARETTA, GA 30009-4738
COMMONWEALTH OF PA2 E MAIN STNORRISTOWN, PA 19401
COMMONWEALTH OF PA2301 N CAMERON STHARRISBURG, PA 17110-9408
COMMONWEALTH OF PA400 MARKET ST P.O. BOX 8469HARRISBURG, PA 17105-8469
COMMONWEALTH OF PA400 N STHARRISBURG, PA 17120
COMMONWEALTH OF PA651 BOAS STHARRISBURG, PA 17121-0750
COMMONWEALTH OF PAATTN: CLEAN WATER FUNDP.O. BOX 8466HARRISBURG, PA 17105-8466
COMMONWEALTH OF PADEPT OF ENV PROTECTIONOFFICE OF CHIEF COUNSELATTN: GINA M. THOMAS2 E MAIN STNORRISTOWN, PA 19401
COMMONWEALTH OF PAP.O. BOX 1467HARRISBURG, PA 17105-1467
COMMONWEALTH OF PAP.O. BOX 68697HARRISBURG, PA 17106-8697
COMMONWEALTH OF PAP.O. BOX 8466HARRISBURG, PA 17105-8466
COMMONWEALTH OF PAP.O. BOX 8550HARRISBURG, PA 17105-8550
COMMONWEALTH OF PAP.O. BOX 8762HARRISBURG, PA 17105-8762
COMMONWEALTH OF PAPUBLIC UTILITY COMMISSIONERP.O. BOX 3265HARRISBURG, PA 17105-3265
CONSOLIDATED RAIL CORP1000 HOWARD BLVD 4TH FLMT. LAUREL, NJ 08054
CONSOLIDATED RAIL CORPP.O. BOX 105046MAIL CODE 5630ATLANTA, GA 30348-5046
CSX TRANSPORTATION INC.ATTN CHIEF LEGAL OFFICER500 WATER ST, 15TH FLJACKSONVILLE, FL 32202
CURVATURE, INC.ATTN: JOSEPH S. SCORDINO, CHIEF INTEGRATION OF2810 COLISEUM CENTRE DRIVE, SUITE 600CHARLOTTE, NC 28217
DANIEL J STATILEADDRESS REDACTED
DATABANK IMX, LLCATTN: STEPHEN E. BROOKS620 FREEDOM BUSINESS CENTER, SUITE 120KING OF PRUSSIA, PA 19406
DEPARTMENT OF ENVIRONMENTAL PROTECTIONSITE REMEDIATION PROGRAMOFFICE OF DREDGING AND SEDIMENT TECHNOLOGYMAIL CODE 401-406PO BOX 420TRENTON, NJ 08625-0420
DR DAS LTD.ATTN: ANDREW MONTZ194 CLAUSE LANEGRANVILLE, OH 43023
ENDURANCE AMERICAN INSURANCE CO4 MANHATTANVILLE RDPURCHASE, NY 10577
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ENDURANCE AMERICAN INSURANCE CO750 3RD AVE, 18TH FLNEW YORK, NY 10017
ENSONO, LPATTN: CHIEF LEGAL OFFICER3333 FINLEY ROADDOWNERS GROVE, IL 60515
EXXON COMPANY, U.S.A., A DIVISION OF EXXON CATTN: VICE PRESIDENT4500 BAYWAY DRIVEBAYTOWN, TX 77520-9728
EXXONMOBIL CATALYST TECHNOLOGIES4500 BAYWAY DRBAYTOWN, TX 77520-9728
FEDERAL COMMUNICATIONS COMMISSIONATTN: LEGAL DEPARTMENT445 12TH STREET, SWWASHINGTON, DC 20554
GOLIATH TECHNOLOGIES LP8 PENN CENTER1628 JOHN F. KENNEDY BLVD, SUITE 1701PHILADELPHIA, PA 19103
GREGORY G GATTA517 WATCH HILL RDVILLANOVA, PA 19085
GULF OIL CORP80 WILLIAMS ST, STE 400WELLESLEY, MA 02181
GULF OIL LIMITED PARTNERSHIP80 WILLIAM ST, STE 400WELLESLEY, MA 02181
GULF OIL LIMITED PARTNERSHIP80 WILLIAM ST, STE 400WELLESLEY, MA 02481
INDUSTRIAL SCIENTIFIC CORPORATIONATTN: GARTH F. MILLER1001 OAKDALE ROADOAKDALE, PA 15071
INNOVATIVE DISCOVERY, LLC1700 NORTH MOORE STREET, SUITE 1500ARLINGTON, VA 22209
IRON MOUNTAIN INFORMATION MANAGEMENT, INC.745 ATLANTIC AVENUEBOSTON, MA 02111
JACOBS CONSULTANCY, INC.5995 ROGERDAL ROAD (77072)P.O. BOX 53473HOUSTON, TEXAS 77052
JAMES T RENS1209 W WYNNEWOOD RDWYNNEWOOD, PA 19096
JAMES T. RENS3600 WYNCOTE LANEFAIRWAY, KS 66205
JEFFREY BEYERSDORFER1735 MARKET ST, 11TH FLPHILADELPHIA, PA 19103
JEFFREY S. STEINMANAGING PARTNERSTEIN ADVISORS LLC12 BRADLEY FARMSCHAPPAQUA, NY 10514
JOHN B MCSHANE105 S 12TH ST, UNIT 402PHILADELPHIA, PA 19107
JOHN J SADLOWSKI1141 FULLING MILL LNHADDON HEIGHTS, NJ 08035
JOHN MCSHANE11 LOCKWOOD AVEOLD GREENWICH, CT 06870
KORTERRA INC.ATTN: THOMAS Q. HALL18946 LAKE DRIVE EASTCHANHASSEN, MN 55317
LAMAR ADVERTISING CO5321 CORPORATE BLVDBATON ROUGE, LA 70808
LEE CANAAN1735 MARKET ST, 11TH FLPHILADELPHIA, PA 19103
LEE CANAAN1735 MARKET ST, 11TH FLPHILADELPHIA, PA 19103
LISA A RUNYON491 HADDON AVECOLLINGSWOOD, NJ 08108
MANAGEMENT CONTROLS, INC.15600 JFK BLVD., SUITE 220HOUSTON, TX 77032
MARK COX680 LEGENDS CREST DRFRANKLIN, TN 37069
MARK J SMITH500 N 21ST ST, APT 1019PHILADELPHIA, PA 19130
MARK J SMITH500 N 21ST ST, APT 1019PHILADELPHIA, PA 19130
MARK J SMITH500 N 21ST ST, APT 1019PHILADELPHIA, PA 19130
MARK O BRANDON, SR325 W PINE STAUDUBON, NJ 08106
MARK O BRANDON, SR325 W PINE STAUDUBON, NJ 08106
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MICROSOFT CORPORATIONATTN: LEGAL AND CORPORATE AFFAIRS, VOLUME LICONE MICROSOFT WAYREDMOND, WA 98052
MISTRAS GROUP, INC.3 SUMMIT PARK DRIVE, SUITE 450CLEVELAND, OH 44131
NATIONAL UNION FIRE INS CO OF PITTSBURGH PA175 WATER STNEW YORK, NY 10038-4969
NATIONAL UNION FIRE INS CO OF PITTSBURGH PAAIG PROPERTY CASULTYFINANCIAL LINES CLAIMSP.O. BOX 25947SHAWNEE, KS 66225
NATIONAL UNION FIRE INS CO OF PITTSBURGH PA (AI175 WATER ST, 18TH FLNEW YORK, NY 10038
NAVEX GLOBAL, INC.6000 MEADOWS ROAD, SUITE 200LAKE OSWEGO, OREGON 97035
NITHIANATHAN K THAVER142 ABRAHAMS LNST. DAVIDS, PA 19087
NITHIANATHAN K THAVER142 ABRAHAMS LNST. DAVIDS, PA 19087
NORTH YARD LOGISTICS, LP(AS GRANTEE)1735 MARKET ST, 11TH FLPHILADELPHIA, PA 19103
NORTH YARD LOGISTICS, LP1735 MARKET ST, 11TH FLPHILADELPHIA, PA 19103
OSCAR L. GARZA & ASSOCIATES1 GREENWAY PLAZA, SUITE 330HOUSTON TX 77046
OSISOFT, LLCLEGAL DEPARTMENT777 DAVIS STREET, SUITE 250SAN LEANDRO, CALIFORNIA 94577
PAUL KEGLEVIC5915 GREY ROCK RDAGOURA HILLS, CA 91301
PECO ENERGYATTN: GENERAL COUNSEL2301 MARKET STPHILADELPHIA, PA 19103
PECO ENERGYATTN: MICHAEL A. INNOCENZOP.O. BOX 37629PHILADELPHIA, PA 19101
PECO ENERGYP.O. BOX 37629PHILADELPHIA, PA 19101
PECO ENERGYP.O. BOX 37632PHILADELPHIA, PA 19101-0629
PENN CENTRAL TRANSPORTATION COC/O CONSOLIDATED RAIL CORP1000 HOWARD BLVD, 4TH FLMT. LAUREL, NJ 08054
PENNSYLVANIA RAILROAD COC/O CONSOLIDATED RAIL CORP1000 HOWARD BLVD, 4TH FLMT. LAUREL, NJ 08054
PHILADELPHIA ELECTRIC COMPANY (LICENSOR)ATTN GENERAL COUNSEL2301 MARKET STPHILADELPHIA, PA 19103
PHILADELPHIA GAS WORKS800 W MONTGOMERY AVE, 3RD FLPHILADELPHIA, PA 19122
PHILADELPHIA GAS WORKSP.O. BOX 11700NEWARK, NJ 07101-4700
PHILADELPHIA GAS WORKS CO800 W MONTGOMERY AVE 3RD FLRPHILADELPHIA, PA 19122
PHILADELPHIA REGIONAL PORT3460 N DELAWARE AVEPHILADELPHIA, PA 19134
PRESIDIO NETWORKED SOLUTIONS LLC12120 SUNSET HILLS ROAD, SUITE 202RESTON, VA 20190
PROACTIVE PERFORMANCE SOLUTIONS, INC.560 PEOPLES PLAZA, #139NEWARK, DE 19702
QBE INSURANCE CORP55 WATER STNEW YORK, NY 10041
QBE INSURANCE CORPLEVEL 27, 8 CHIFLEY SQSYDNEY, NSW 2000AUSTRALIA
RACHEL CELIBERTIADDRESS REDACTED
RADIO COMMUNICATIONS SERVICES, INC.ATTN: RON SIMPSON940 EDDYSTONE AVE.EDDYSTONE, PA 19022
ROBERT OWENS5795 MAYFLY DRWILSON, WY 83014
SAP AMERICA, INC.C/O CAPGEMINI TECHNOLOGIES LLC (AS RESELLER)ATTN: KEVIN BRUCE2250 CORPORATE PARK DR., SUITE 410HERNDON, VA 20171
SCHOOL DISTRICT OF PA440 N BROAD STPHILADELPHIA, PA 19130
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SCOTT STEVENS1735 MARKET ST, 11TH FLPHILADELPHIA, PA 19103
SOLARWINDS WORLDWIDE, LLC7171 SOUTHWEST PARKWAY, BUILDING 400AUSTIN, TX 78735
SOTI INC.6975 CREDITVIEW RD, UNIT 4MISSISSAUGA, ONTARIO L5N 8E9, CANADA
STEEN ADVERTISING, INC3201 S 26TH STPHILADELPHIA, PA 19145
STEIN ADVISORS LLC12 BRADLEY FARMSCHAPPAQUA, NY 10514
STEPHANIE B EGGERTADDRESS REDACTED
SUNOCO (R&M), LLC, FKA SUNOCO, INC (R&M)C/O AKERMAN LLPATTN: DAVID PARHAM2001 ROSS AVE, STE 3600DALLAS, TX 75201
SUNOCO (R&M), LLC, FKA SUNOCO, INC (R&M)C/O ENERGY TRANSFER LPATTN: MICHAEL BRAVERMAN3807 W CHESTER PIKENEWTOWN SQUARE, PA 19073
SUNOCO PARTNERS MARKETING & TERMINALS LP1735 MARKET STPHILADELPHIA, PA 19103
SUNOCO PARTNERS MARKETING & TERMINALS LP3801 W CHESTER PIKENEWTOWN SQ, PA 19073
SUNOCO PARTNERS MARKETING & TERMINALS LP3807 W CHESTER PIKENEWTOWN SQ, PA 19073
SUNOCO PARTNERS MARKETING & TERMINALS LPATTN: JOSEPH COLELLA, SNR VP3801 W CHESTER PIKENEWTOWN SQUARE, PA 19073
SUNOCO PARTNERS MARKETING & TERMINALS LPATTN: MICHAEL BRAVERMAN3807 W CHESTER PIKENEWTOWN SQUARE, PA 19073
SUNOCO PARTNERS MARKETING & TERMINALS LPC/O AKERMAN LLPATTN: DAVID PARHAM2001 ROSS AVE, STE 3600DALLAS, TX 75201
SUNOCO PARTNERS MARKETING & TERMINALS LPC/O ENERGY TRANSFER LPATTN: MICHAEL BRAVERMAN3807 W CHESTER PIKENEWTOWN SQUARE, PA 19073
SUNOCO PARTNERS MARKETING & TERMINALS LPC/O VINSON & ELKINS LLPATTN: KAREN SMITH666 5TH AVE, 6TH FLNEW YORK, NY 10103
SUNOCO PARTNERS MARKETING & TERMINALS LPP.O. BOX 8500-53848PHILADELPHIA, PA 19178-3848
SUNOCO PARTNERS REAL ESTATE ACQUISITION L1818 MARKET ST, STE 1500PHILADELPHIA, PA 19103-3615
SUNOCO PIPELINE LP1818 MARKET ST, STE 1500PHILADELPHIA, PA 19103-3615
SUNOCO PIPELINE LPATTN: MICHAEL BRAVERMAN3807 W CHESTER PIKENEWTOWN SQUARE, PA 19073
SUNOCO PIPELINE LPC/O AKERMAN LLPATTN: DAVID PARHAM2001 ROSS AVE, STE 3600DALLAS, TX 75201
SUNOCO PIPELINE LPC/O ENERGY TRANSFER LPATTN: MICHAEL BRAVERMAN3807 W CHESTER PIKENEWTOWN SQUARE, PA 19073
SUNOCO, INC1818 MARKET ST, STE 1500PHILADELPHIA, PA 19103-3615
SUNOCO, INC3801 W CHESTER PIKENEWTOWN SQUARE, PA 19073
SUNOCO, INCATTN: CHIEF COMPLIANCE OFFICER1818 MARKET ST, STE 1500PHILADELPHIA, PA 19103-3615
SUNOCO, INC (R&M)1735 MARKET ST, STE LLPHILADELPHIA, PA 19103-7583
SUNOCO, INC (R&M)1818 MARKET ST, STE 1500PHILADELPHIA, PA 19103-3615
SUNOCO, INC (R&M)3801 W CHESTER PIKENEWTOWN SQUARE, PA 19073
SUNOCO, INC (R&M)MS4 INDUSRIAL HWYLESTER, PA 19029
SUNOCO, INC (R&M)P.O. BOX 640672PITTSBURGH, PA 15264
SUNOCO, LLC3801 W CHESTER PIKENEWTOWN SQUARE, PA 19073
SUNOCO, LLCATTN: JOSIE CASTREJANA1300 MAIN STHOUSTON, TX 77002-6803
SUNOCO, LLCC/O AKERMAN LLPATTN: DAVID PARHAM2001 ROSS AVE, STE 3600DALLAS, TX 75201
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TEXAS EASTERN TRANSMISSION, LP(AS TENANT)ATTN: RIGHT OF WAY DEPT5400 WESTHEIMER CTHOUSTON, TX 77056
TEXAS EASTERN TRANSMISSION, LPATTN: KATHERINE O'CONNOR5400 WESTHEIMER CTHOUSTON, TX 77056
TEXAS EASTERN TRANSMISSION, LPC/O ENBRIDGEATTN: KATHERINE O'CONNOR5400 WESTHEIMER CTHOUSTON, TX 77056
TEXAS EASTERN TRANSMISSION, LPC/O SPECTRA ENERGY PARTNERS, LP5400 WESTHEIMER CTHOUSTON, TX 77056-5310
THE ATLANTIC REFINING CO SUNOCO, INC1818 MARKET ST, STE 1500PHILADELPHIA, PA 19103-3615
THE SCHOOL DISTRICT OF PHILADELPHIA440 NORTH BROAD STREETPHILADELPHIA, PA 19130
THE UNITED STEEL, PAPER AND FORESTRY, RUBBER,MANUFACTURING, ENERGY, ALLIED INDUSTRIAL AND WORKERS INTERNATIONAL UNION, AFL-CIO, CLC, ANDPHILADELPHIA LOCAL 10-1USW 10-1, P.O. BOX 1257LINWOOD, PA 19061
THOMAS J SCARGLE322 MANOR DRKENNETT SQUARE, PA 19348
TOXCHEM] HYDROMANTIS ENV. SOFTWARE SOLUT407 KING STREET WESTHAMILTON, ONTARIO, CANADA L8P 1B5
TRINITY CONSULTANTS, INC.PO BOX 972047DALLAS, TX 75397-2047
U.S. SPECIALTY INSURANCE CO(TOKIO MARINE HCC)13403 NW FWYHOUSTON, TX 77040-6006
U.S. SPECIALTY INSURANCE CO13403 NW FWYHOUSTON, TX 77040-6006
U.S. SPECIALTY INSURANCE CO8 FOREST PARK DRFARMINGTON, CT 6032
US ARMY CORPS OF ENGINEERSATTN: LEGAL DEPARTMENTTHE WANAMAKER BUILDING100 PENN SQUARE EASTPHILADELPHIA, PA 19107-3390
V.S. HERZOG78 OLD MILL DRMEDIA, PA 19063
VERISK 3E3207 GREY HAWK COURT, STE. 200CARLSBAD, CA 92010
VERIZONP.O. BOX 15124ALBANY, NY 12212-5124
VIM TECHNOLOGIES, INC.6960 AVIATION BOULEVARD, SUITE GGLEN BURNIE, MD 21031
VINTAGE AUTO PARTS, INC6320 PASSYUNK AVEPHILADELPHIA, PA 19153
WEAVER AND TIDWELL, L.L.P.24 GREENWAY PLAZA, SUITE 1800HOUSTON, TX 77046
WILLIAMS SCOTSMAN, INC.8211 TOWN CENTER DRIVEBALTIMORE, MARYLAND 21236
XEROX CORPORATION350 SENTRY PARKWAYBLDG. 670, SUITE 100BLUE BELL, PA 19422
ZURICH AMERICAN INSURANCE CO1299 ZURICH WAYSCHAUMBURG, IL 60196
Parties Served: 188
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EXHIBIT B
Case 19-11626-LSS Doc 1298 Filed 06/02/20 Page 9 of 26
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IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
)
In re: ) Chapter 11
)
PES HOLDINGS, LLC, et al.,1 ) Case No. 19-11626 (LSS)
)
Debtors. ) (Jointly Administered)
)
NOTICE OF (A) EXECUTORY CONTRACTS AND
UNEXPIRED LEASES TO BE ASSUMED BY THE DEBTORS
PURSUANT TO THE PLAN, (B) CURE AMOUNTS, IF ANY,
AND (C) RELATED PROCEDURES IN CONNECTION THEREWITH
PLEASE TAKE NOTICE THAT on December 11, 2019, United States Bankruptcy
Court for the District of Delaware (the “Court”) entered an order (the “Disclosure Statement
Order”) (a) authorizing PES Holdings, LLC and its affiliated debtors and debtors in possession
(collectively, the “Debtors”), to solicit acceptances for the Joint Chapter 11 Plan of PES Holdings,
LLC and Its Debtor Affiliates (as may be modified, amended, or supplemented from time to time,
the “Plan”);2 (b) approving the Disclosure Statement for the Joint Chapter 11 Plan of PES
Holdings, LLC and Its Debtor Affiliates (the “Disclosure Statement”) as containing “adequate
information” pursuant to section 1125 of the Bankruptcy Code; (c) approving the solicitation
materials and documents to be included in the solicitation packages; and (d) approving procedures
for soliciting, receiving, and tabulating votes on the Plan and for filing objections to the Plan.
PLEASE TAKE FURTHER NOTICE THAT, on January 21, 2020, the Debtors filed
the initial Assumed Executory Contract and Unexpired Lease List (the “Original Assumption
Schedule”) with the Court as part of the Plan Supplement for the First Amended Joint Chapter 11
Plan of PES Holdings, LLC and its Debtor Affiliates [Docket No. 780] (the “Original Plan
Supplement”), as contemplated under the Plan. The determination to assume the agreements
identified on the Assumption Schedule was made as of January 21, 2020 and is subject to revision.
PLEASE TAKE FURTHER NOTICE THAT, on January 28, 2020, the Debtors filed a
revised Assumed Executory Contract and Unexpired Lease List (the “First Amended Assumption
Schedule”) with the Court as part of the First Amended Plan Supplement for the First Amended
1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification
number, are: PES Holdings, LLC (8157); North Yard GP, LLC (5458); North Yard Logistics, L.P. (5952); PES
Administrative Services, LLC (3022); PES Energy Inc. (0661); PES Intermediate, LLC (0074); PES Ultimate
Holdings, LLC (6061); and Philadelphia Energy Solutions Refining and Marketing LLC (9574). The Debtors’
service address is: 1735 Market Street, Philadelphia, Pennsylvania 19103.
2 Capitalized terms not otherwise defined herein shall have the same meanings ascribed to them in the Plan.
Case 19-11626-LSS Doc 1298 Filed 06/02/20 Page 10 of 26
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Joint Chapter 11 Plan of PES Holdings, LLC and its Debtor Affiliates [Docket No. 819] (the “First
Amended Plan Supplement”), as contemplated under the Plan.
PLEASE TAKE FURTHER NOTICE THAT, on February 6, 2020, the Debtors filed a
further revised Assumed Executory Contract and Unexpired Lease List (the “Second Amended
Assumption Schedule”) with the Court as part of Second Amended Plan Supplement for the Second
Amended Joint Chapter 11 Plan of PES Holdings, LLC and its Debtor Affiliates [Docket No. 926]
(the “Second Amended Plan Supplement”), as contemplated under the Plan.
PLEASE TAKE FURTHER NOTICE THAT, on February 10, 2020, the Debtors filed
a further revised Assumed Executory Contract and Unexpired Lease List (the “Third Amended
Assumption Schedule”) with the Court as part of Third Amended Plan Supplement for the Third
Amended Joint Chapter 11 Plan of PES Holdings, LLC and its Debtor Affiliates [Docket No. 958]
(the “Third Amended Plan Supplement”), as contemplated under the Plan.
PLEASE TAKE FURTHER NOTICE that, on February 13, 2020, the Debtors filed the
Fourth Amended Plan Supplement for the Fourth Amended Joint Chapter 11 Plan of PES
Holdings, LLC and its Debtor Affiliates [Docket No. 997] (the “Fourth Amended Plan
Supplement”).
PLEASE TAKE FURTHER NOTICE that, on February 13, 2020, the Court entered an
order [Docket No. 1004] approving the Fourth Amended Joint Chapter 11 Plan of PES Holdings,
LLC and its Debtor Affiliates [Docket No. 1004-1] (including all exhibits and supplements thereto,
the “Plan”).
PLEASE TAKE FURTHER NOTICE THAT, on May 29, 2020, the Debtors filed a
further revised Assumed Executory Contract and Unexpired Lease List (the “Fourth Amended
Assumption Schedule,” and together with the Original Assumption Schedule, the First Amended
Assumption Schedule, the Second Amended Assumption Schedule, and the Third Amended
Assumption Schedule, the “Assumption Schedule”) with the Court as part of Fifth Amended Plan
Supplement for the Fourth Amended Joint Chapter 11 Plan of PES Holdings, LLC and its Debtor
Affiliates [Docket No. 1292] (the “Fifth Amended Plan Supplement,” and together with the
Original Plan Supplement, the First Amended Plan Supplement, the Second Amended Plan
Supplement, the Third Amended Plan Supplement, and the Fourth Amended Plan Supplement,
the “Plan Supplement”), as contemplated under the Plan.
PLEASE TAKE FURTHER NOTICE THAT you are receiving this notice because the
Debtors’ records reflect that you are a party to a contract that is listed on the Assumption Schedule.
Therefore, you are advised to review carefully the information contained in this notice and the
related provisions of the Plan, including the Assumption Schedule.
Case 19-11626-LSS Doc 1298 Filed 06/02/20 Page 11 of 26
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PLEASE TAKE FURTHER NOTICE that the Debtors are proposing to assume the
Executory Contract(s) and Unexpired Lease(s) listed on Exhibit A, attached hereto, to which you
are a party.3
PLEASE TAKE FURTHER NOTICE THAT section 365(b)(1) of the Bankruptcy Code
requires a chapter 11 debtor to cure, or provide adequate assurance that it will promptly cure, any
defaults under executory contracts and unexpired leases at the time of assumption. Accordingly,
the Debtors have conducted a thorough review of their books and records and have determined the
amounts required to cure defaults, if any, under the Executory Contract(s) and Unexpired Lease(s),
which amounts are listed on Exhibit A. Please note that if no amount is stated for a particular
Executory Contract or Unexpired Lease, the Debtors believe that there is no cure amount
outstanding for such contract or lease.
PLEASE TAKE FURTHER NOTICE THAT absent any pending dispute, the monetary
amounts required to cure any existing defaults arising under the Executory Contract(s) and
Unexpired Lease(s) identified above will be satisfied, pursuant to section 365(b)(1) of the
Bankruptcy Code, by the Debtors in Cash on the Effective Date. In the event of a dispute, however,
payment of the cure amount would be made following the entry of a final order(s) resolving the
dispute and approving the assumption. Any objection by a contract or lease counterparty to a
proposed assumption or related Cure Claim must be filed, served, and actually received by the
Debtors by the date on which objections to confirmation are due (or such other date as may be
provided in the applicable assumption notice). Any counterparty to an Executory Contract or
Unexpired Lease that fails to object timely to the proposed assumption or Cure Claim will be
deemed to have assented to such assumption or Cure Claim. The Debtors, the Liquidating Trust,
and the Acquired Reorganized Debtors, as applicable, reserve the right at any time to move to
reject any Executory Contract or Unexpired Lease based upon the existence of any such unresolved
dispute.
PLEASE TAKE FURTHER NOTICE THAT the deadline for filing objections to any
assumption of an Executory Contract or Unexpired Lease as contemplated in the Plan is June 13,
2020 at 4:00 p.m., prevailing Eastern Time (the “Objection Deadline”). Any objection to the
assumption of an Executory Contract or Unexpired Lease must: (a) be in writing; (b) conform to
the Bankruptcy Rules, the Local Rules and any orders of the Court; (c) state, with particularity,
the basis and nature of any objection to such assumption and, if practicable, a proposed
modification that would resolve such objection; and (d) be filed with the Court
(contemporaneously with a proof of service) and served upon the following parties so as to be
3 Neither the exclusion nor inclusion of any Executory Contract or Unexpired Lease on the Assumption Schedule,
nor anything contained in the Plan or each Debtor’s schedule of assets and liabilities, shall constitute an admission
by the Debtors that any such contract or lease is in fact an Executory Contract or Unexpired Lease capable of
assumption, that the Liquidating Trust or any Acquired Reorganized Debtor(s), as applicable, has any liability
thereunder, or that such Executory Contract or Unexpired Lease is necessarily a binding and enforceable
agreement. Further, the Debtors expressly reserve the right to (a) remove any Executory Contract or Unexpired
Lease from the Assumption Schedule and reject such Executory Contract or Unexpired Lease pursuant to the
terms of the Plan, up until the Effective Date or (b) contest any Claim (or cure amount) asserted in connection
with assumption of any Executory Contract or Unexpired Lease.
Case 19-11626-LSS Doc 1298 Filed 06/02/20 Page 12 of 26
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actually received on or before the date that is June 13, 2020 at 4:00 p.m., prevailing Eastern
Time.
Debtors Counsel to the Debtors
PES Holdings, LLC
1735 Market Street
Philadelphia, Pennsylvania 19103
Attn.: John McShane
Pachulski Stang Ziehl & Jones LLP
919 N. Market Street, 17th Floor, P.O. Box 8705
Wilmington, Delaware 19899
Attn: Laura Davis Jones,
James E. O’Neill, and Peter J. Keane
- and -
Kirkland & Ellis LLP
300 North LaSalle
Chicago, Illinois 60654
Attn: Edward O. Sassower P.C.,
Steven N. Serajeddini, and Matthew C. Fagen
United States Trustee Counsel to the Official Committee of Unsecured
Creditors
Office of the United States Trustee
for the District of Delaware
844 King Street, Suite 2207, Lockbox 35
Wilmington, Delaware 19801
Attn.: David Buchbinder
Brown Rudnick LLP
Seven Times Square
New York, New York 10036
Attn.: Robert J. Stark and Max D. Schlan
- and -
Brown Rudnick LLP
One Financial Center
Boston, Massachusetts 02111
Attn.: Steven D. Pohl and Sharon I. Dwoskin
- and -
Elliott Greenleaf, P.C.
1105 North Market Street, Suite 1700
Wilmington, Delaware 19801
Attn.: Rafael X. Zahralddin-Aravena and
Jonathan M. Stemerman
Case 19-11626-LSS Doc 1298 Filed 06/02/20 Page 13 of 26
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Counsel to the DIP Lenders
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, New York 10017
Attn.: Damian S. Schaible and Aryeh E. Falk
- and -
Morris, Nichols, Arsht & Tunnell LLP
1201 North Market Street, 16th Floor, P.O. Box 1347
Wilmington, Delaware 19899-1347
Attn.: Robert J. Dehney and
Andrew R. Remming
PLEASE TAKE FURTHER NOTICE THAT any counterparty to an Executory Contract
or Unexpired Lease that fails to object timely to the proposed assumption or cure amount
will be deemed to have assented to such assumption and cure amount.
PLEASE TAKE FURTHER NOTICE THAT ASSUMPTION OF ANY
EXECUTORY CONTRACT OR UNEXPIRED LEASE PURSUANT TO THE PLAN OR
OTHERWISE SHALL RESULT IN THE FULL RELEASE AND SATISFACTION OF
ANY CLAIMS OR DEFAULTS, WHETHER MONETARY OR NONMONETARY,
INCLUDING DEFAULTS OF PROVISIONS RESTRICTING THE CHANGE IN
CONTROL OR OWNERSHIP INTEREST COMPOSITION OR OTHER BANKRUPTCY-
RELATED DEFAULTS, ARISING UNDER ANY ASSUMED EXECUTORY CONTRACT
OR UNEXPIRED LEASE AT ANY TIME BEFORE THE DATE THE DEBTORS, THE
LIQUIDATING TRUST, OR ACQUIRED REORGANIZED DEBTORS ASSUME SUCH
EXECUTORY CONTRACT OR UNEXPIRED LEASE. ANY PROOFS OF CLAIM
FILED WITH RESPECT TO AN EXECUTORY CONTRACT OR UNEXPIRED LEASE
THAT HAS BEEN ASSUMED SHALL BE DEEMED DISALLOWED AND EXPUNGED,
WITHOUT FURTHER NOTICE TO OR ACTION, ORDER, OR APPROVAL OF THE
BANKRUPTCY COURT.
PLEASE TAKE FURTHER NOTICE THAT if you would like to obtain a copy of the
Disclosure Statement, the Plan, the Plan Supplement, or related documents, you should contact
Omni Management Group, Inc., the notice and claims agent retained by the Debtors in these
chapter 11 cases (the “Notice and Claims Agent”), by: (a) calling the Debtors’ restructuring
hotline at (866) 989-6147 (domestic toll-free) or (818)-906-8300 (international toll) (ask for
Solicitation Group); (b) visiting the Debtors’ restructuring website
at: https://cases.omniagentsolutions.com/pesholdings2019/; and/or (c) writing to PES Ballot
Processing, c/o Omni Agent Solutions, 5955 De Soto Ave., Suite 100, Woodland Hills, CA 91367.
You may also obtain copies of any pleadings filed in these chapter 11 cases for a fee via PACER
at: http://www.deb.uscourts.gov.
Case 19-11626-LSS Doc 1298 Filed 06/02/20 Page 14 of 26
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THIS NOTICE IS BEING SENT TO YOU FOR INFORMATIONAL PURPOSES ONLY.
IF YOU HAVE QUESTIONS WITH RESPECT TO YOUR RIGHTS UNDER THE PLAN
OR ABOUT ANYTHING STATED HEREIN OR IF YOU WOULD LIKE TO OBTAIN
ADDITIONAL INFORMATION, CONTACT THE NOTICE AND CLAIMS AGENT.
Case 19-11626-LSS Doc 1298 Filed 06/02/20 Page 15 of 26
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Dated: May 30, 2020 /s/ Laura Davis Jones
Wilmington, Delaware Laura Davis Jones (DE Bar No. 2436)
James E. O’Neill (DE Bar No. 4042)
Peter J. Keane (DE Bar No. 5503)
PACHULSKI STANG ZIEHL & JONES LLP
919 North Market Street, 17th Floor
P.O. Box 8705
Wilmington, Delaware 19899-8705 (Courier 19801)
Telephone: (302) 652-4100
Facsimile: (302) 652-4400
Email: [email protected]
- and -
Edward O. Sassower, P.C.
Steven N. Serajeddini (admitted pro hac vice)
Matthew C. Fagen (admitted pro hac vice)
KIRKLAND & ELLIS LLP
KIRKLAND & ELLIS INTERNATIONAL LLP
601 Lexington Avenue
New York, New York 10022
Telephone: (212) 446-4800
Facsimile: (212) 446-4900
Email: [email protected]
Co-Counsel to the Debtors and Debtors in Possession
Case 19-11626-LSS Doc 1298 Filed 06/02/20 Page 16 of 26
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Exhibit A
Case 19-11626-LSS Doc 1298 Filed 06/02/20 Page 17 of 26
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Schedule 1
Assumed Contracts
REF Counterparty Debtor Counterparty Description of Contract or Lease Cure Amount Assuming Party
1 Sunoco, Inc.
Attn: Chief Compliance Officer
1818 Market Street, Suite 1500
Philadelphia, PA 19103
Carlyle PES, L.L.C.
c/o The Carlyle Group
Attn General Counsel Or Legal Dept
520 Madison Ave
New York, NY 10022
Philadelphia Energy Solutions Refining and Marketing LLC Refining Contribution Agreement, dated as of July
2, 2012, as amended, and including the
Assignment Agreement dated January 17, 2018
$0.00 Applicable Acquired
Reorganized Debtor
Counterparty
2 North Yard Logistics, L.P., as grantee Philadelphia Energy Solutions Refining and Marketing LLC, as grantor Easement Agreement, dated as of January 6, 2015,
effective as of January 1, 2015, and filed in the
office of the Philadelphia Department of Records,
City and County of Philadelphia, Commonwealth
of Pennsylvania on January 15, 2015 as Instrument
No. 52871652, as amended by the Amendment to
Easement Agreement dated as of November 18,
2015 and filed in the office of the Philadelphia
Department of Records, City and County of
Philadelphia, Commonwealth of Pennsylvania on
December 1, 2015 as Instrument No. 52994883.
$0.00 Applicable Acquired
Reorganized Debtor
Counterparty
3 Steen Advertising, Inc. (Lessee)
3201 South 26th Street
Philadelphia, PA 19145
Lamar Advertising Company
5321 Corporate Blvd.
Baton Rouge, LA 70808
Philadelphia Energy Solutions Refining and Marketing LLC Land Rental Contract Agreement (Varo Ave. 1)
dated June 2, 2011
$0.00 Applicable Acquired
Reorganized Debtor
Counterparty
4 Steen Advertising, Inc. (Lessee)
3201 South 26th Street
Philadelphia, PA 19145
Lamar Advertising Company
5321 Corporate Blvd.
Baton Rouge, LA 70808
Philadelphia Energy Solutions Refining and Marketing LLC Land Rental Contract Agreement (Varo Ave. 2)
dated June 2, 2011
$0.00 Applicable Acquired
Reorganized Debtor
Counterparty
5 Steen Advertising, Inc. (Lessee)
3201 South 26th Street
Philadelphia, PA 19145
Lamar Advertising Company
5321 Corporate Blvd.
Baton Rouge, LA 70808
Philadelphia Energy Solutions Refining and Marketing LLC Land Rental Contract Agreement (Penrose Ave. 1)
dated June 2, 2011
$0.00 Applicable Acquired
Reorganized Debtor
Counterparty
6 Steen Advertising, Inc. (Lessee)
3201 South 26th Street
Philadelphia, PA 19145
Lamar Advertising Company
5321 Corporate Blvd.
Baton Rouge, LA 70808
Philadelphia Energy Solutions Refining and Marketing LLC Land Rental Contract Agreement (Penrose Ave. 2)
dated June 2, 2011
$0.00 Applicable Acquired
Reorganized Debtor
Counterparty
7 Steen Advertising, Inc. (Lessee)
3201 South 26th Street
Philadelphia, PA 19145
Lamar Advertising Company
5321 Corporate Blvd.
Baton Rouge, LA 70808
Philadelphia Energy Solutions Refining and Marketing LLC Land Rental Contract Agreement (Passyunk Ave.)
dated June 2, 2011
$0.00 Applicable Acquired
Reorganized Debtor
Counterparty
8 Texas Eastern Transmission, LP (as tenant)
Attn: Right of Way Dept
5400 Westheimer Court
Houston, TX 77056
Philadelphia Energy Solutions Refining and Marketing LLC (as landlord) Lease dated September 1, 2007 $293,103.66 Applicable Acquired
Reorganized Debtor
Counterparty
9 Colonial Pipeline Company (as lessee)
1185 Sanctuary Parkway
Suite 100
Alpharetta, GA 30004-4738
Philadelphia Energy Solutions Refining and Marketing LLC (as lessor) Lease dated August 6, 2008 $0.00 Applicable Acquired
Reorganized Debtor
Counterparty
10 Baltimore and Ohio Railroad Company
CSX Transportation Inc.
Attn Chief Legal Officer
500 Water St, 15th Fl
Jacksonville, FL 32202
Philadelphia Energy Solutions Refining and Marketing LLC Agreement dated December 1, 1905 $0.00 Applicable Acquired
Reorganized Debtor
Counterparty
11 Baltimore and Ohio Railroad Company
CSX Transportation Inc.
Attn Chief Legal Officer
500 Water St, 15th Fl
Jacksonville, FL 32202
Philadelphia Energy Solutions Refining and Marketing LLC Agreement dated June 1, 1925 $0.00 Applicable Acquired
Reorganized Debtor
Counterparty
12 Baltimore and Ohio Railroad Company and the Schuykill
River East Side Railroad Company
CSX Transportation Inc.
Attn Chief Legal Officer
500 Water St, 15th Fl
Jacksonville, FL 32202
Philadelphia Energy Solutions Refining and Marketing LLC Agreement dated November 22, 1926 $0.00 Applicable Acquired
Reorganized Debtor
Counterparty
13 Baltimore and Ohio Railroad Company
CSX Transportation Inc.
Attn Chief Legal Officer
500 Water St, 15th Fl
Jacksonville, FL 32202
Philadelphia Energy Solutions Refining and Marketing LLC Agreement dated February 19, 1919 $0.00 Applicable Acquired
Reorganized Debtor
Counterparty
1 The inclusion of a Contract on this list does not constitute an admission as to the executory or non-executory
nature of the Contract or as to the existence or validity of any claims held by the counterparty or counterparties
to such Contract.
Case 19-11626-LSS Doc 1298 Filed 06/02/20 Page 18 of 26
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Schedule 1
Assumed Contracts
REF Counterparty Debtor Counterparty Description of Contract or Lease Cure Amount Assuming Party
14 Baltimore and Ohio Railroad Company and the Schuykill
River East Side Railroad Company
CSX Transportation Inc.
Attn Chief Legal Officer
500 Water St, 15th Fl
Jacksonville, FL 32202
Philadelphia Energy Solutions Refining and Marketing LLC Agreement dated February 1, 1948 $0.00 Applicable Acquired
Reorganized Debtor
Counterparty
15 Philadelphia Electric Company (Licensor)
Attn General Counsel
2301 Market St
Philadelphia, PA 19103
Philadelphia Energy Solutions Refining and Marketing LLC Agreement dated May 15, 1941 $0.00 Applicable Acquired
Reorganized Debtor
Counterparty
16 Philadelphia Electric Company (Licensor)
Attn General Counsel
2301 Market St
Philadelphia, PA 19103
Philadelphia Energy Solutions Refining and Marketing LLC Agreement dated March 2, 1948 $0.00 Applicable Acquired
Reorganized Debtor
Counterparty
17 Atlantic Refining & Marketing LLC
1801 Market Street
Philadelphia, PA 19103
Atlantic Refining & Marketing LLC
Real Estate Department
10 Industrial Highway
Lester, PA 19029
Philadelphia Energy Solutions Refining and Marketing LLC Side Letter Agreement dated July 12, 2013
regarding Lease with 67th Street Realty
Management LLC, as lessee (unrecorded)
$0.00 Applicable Acquired
Reorganized Debtor
Counterparty
18 City of Philadelphia
School District of Philadelphia
Municipal Services Building
Attn: Law Tax Unit
1401 John F. Kennedy Blvd - Rm 580
Philadelphia, PA 19102
Philadelphia Energy Solutions LLC
PES Holdings LLC
Philadelphia Energy Solutions Refining and Marketing LLC
PES Administrative Services, LLC
North Yard GP, LLC
North Yard Logistics, LP
PILOT Agreement, dated June 13, 2016 $0.00 Applicable Acquired
Reorganized Debtor
Counterparty
19 National Union Fire Insurance Company of Pittsburgh, Pa.
(AIG)
175 Water St, 18th Fl
New York, NY 10038
PES Energy Inc. Primary D&O, Policy No. 01-778-79-74 $0.00 Liquidating Trust
20 U.S. Specialty Insurance Company (Tokio Marine HCC)
13403 Northwest Fwy
Houston, TX 77040-6006
PES Energy Inc. 1st Excess D&O, Policy No. 14-MGU-18-A44588 $0.00 Liquidating Trust
21 Arch Insurance Company
One Liberty Plaza, 53rd Fl
New York, NY 10006
PES Energy Inc. 2nd Excess D&O, Policy No. PCX1000005-00 $0.00 Liquidating Trust
22 Endurance American Insurance Company (Sompo
International)
4 Manhattanville Rd
Purchase, NY 10577
PES Energy Inc. 3rd Excess D&O, Policy No. DOX10013565100 $0.00 Liquidating Trust
23 Berkshire Hathaway Specialty Insurance
1314 Douglas St, Ste 1400
Omaha, NE 68102-1944
PES Energy Inc. 4th Excess D&O, Policy No. 47-EMC-305869-01 $0.00 Liquidating Trust
24 Beazley Insurance Company
30 Batterson Park Rd
Farmington, CT 06032
PES Energy Inc. 5th Excess D&O, Policy No. V2414A190101
(limit shared with 2018 policy)
$0.00 Liquidating Trust
25 National Union Fire Insurance Company of Pittsburgh, Pa.
(AIG)
175 Water St, 18th Fl
New York, NY 10038
PES Energy Inc. 6th Excess D&O, Policy No. 01-773-90-54 $0.00 Liquidating Trust
26 ACE American Insurance Company (Chubb)
436 Walnut Street
Philadelphia PA 19106
PES Energy Inc. 7th Excess D&O, Policy No. G71166909 001 $0.00 Liquidating Trust
27 ACE American Insurance Company (Chubb)
436 Walnut Street
Philadelphia PA 19106
PES Energy Inc. Lead Broad Form Side-A D&O, Policy No.
G31329814 001
$0.00 Liquidating Trust
28 Berkshire Hathaway Specialty Insurance
1314 Douglas St, Ste 1400
Omaha, NE 68102-1944
PES Energy Inc. 1st Excess Broad Form Side-A D&O, Policy No. 47-
EMC-305873-01
$0.00 Liquidating Trust
29 QBE Insurance Corporation
Level 27, 8 Chifley Square
Sydney NSW 2000
Australia
PES Energy Inc. 2nd Excess Broad Form Side-A D&O, Policy No.
100003196
$0.00 Liquidating Trust
30 National Union Fire Insurance Company of Pittsburgh, Pa.
(AIG)
175 Water St, 18th Fl
New York, NY 10038
PES Energy Inc. 3rd Excess Broad Form Side-A D&O, Policy No. 01-
778-79-75
$0.00 Liquidating Trust
31 National Union Fire Insurance Company of Pittsburgh, Pa.
(AIG)
175 Water St, 18th Fl
New York, NY 10038
PES Energy Inc. Primary D&O, Policy No. 11819401 $0.00 Liquidating Trust
32 Zurich American Insurance Company
1299 Zurich Way
Schaumburg, IL 60196
PES Energy Inc. 1st Excess D&O, Policy No. DOC591245404 $0.00 Liquidating Trust
33 U.S. Specialty Insurance Company (Tokio Marine HCC)
13403 Northwest Fwy
Houston, TX 77040-6006
PES Energy Inc. 2nd Excess D&O, Policy No. 14MGU17A39860 $0.00 Liquidating Trust
34 Arch Insurance Company
One Liberty Plaza, 53rd Fl
New York, NY 10006
PES Energy Inc. 3rd Excess D&O, Policy No. PCX930000803 $0.00 Liquidating Trust
35 ACE American Insurance Company (Chubb)
436 Walnut Street
Philadelphia PA 19106
PES Energy Inc. Lead Broad Form Side-A D&O, Policy No.
G2555386A005
$0.00 Liquidating Trust
36 Berkshire Hathaway Specialty Insurance
1314 Douglas St, Ste 1400
Omaha, NE 68102-1944
PES Energy Inc. 1st Excess Broad Form Side-A D&O, Policy No.
47EMC30218402
$0.00 Liquidating Trust
37 Jeffrey S. Stein
Managing Partner
Stein Advisors LLC
12 Bradley Farms
Chappaqua, NY 10514
PES Holdings, LLC Amended and Restated Consulting Agreement,
dated as of January 26, 2020
$0.00 Liquidating Trust
1 The inclusion of a Contract on this list does not constitute an admission as to the executory or non-executory
nature of the Contract or as to the existence or validity of any claims held by the counterparty or counterparties
to such Contract.
Case 19-11626-LSS Doc 1298 Filed 06/02/20 Page 19 of 26
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Schedule 1
Assumed Contracts
REF Counterparty Debtor Counterparty Description of Contract or Lease Cure Amount Assuming Party
38 Mark Smith
Mark Cox
Rachel Celiberti
Anthony Lagreca
John McShane
Stephanie Eggert
Dan Statile
Mark Brandon
PES Holdings, LLC Management Incentive Plan $0.00 Liquidating Trust
39 City of Philadelphia
1101 Market Street
Philadelphia, PA 19102
The School District of Philadelphia
440 North Broad Street
Philadelphia, PA 19130
Philadelphia Energy Solutions LLC
PES Holdings LLC, PESRM Holdings, LLC
Philadelphia Energy Solutions Refining and Marketing, LLC
PES Administrative Services, LLC
North Yard GP, LLC
North Yard Logistics, LP
Agreement dated June 13, [2016] (aka the PILOT
Agreement)
$0.00 Applicable Acquired
Reorganized Debtor
Counterparty
40 Consolidated Rail Corporation
1000 Howard Blvd, 4th Floor
Mt. Laurel, NJ 08054
Philadelphia Energy Solutions Refining and Marketing LLC Property and Track Lease dated as of October 1,
2014
$3,491.92 Applicable Acquired
Reorganized Debtor
Counterparty
41 Baltimore and Ohio Railroad Company
CSX Transportation Inc.
Attn Chief Legal Officer
500 Water St, 15th Fl
Jacksonville, FL 32202
Philadelphia Energy Solutions Refining and Marketing LLC License Agreement dated September 1, 1958 $0.00 Applicable Acquired
Reorganized Debtor
Counterparty
42 Baltimore and Ohio Railroad Company
CSX Transportation Inc.
Attn Chief Legal Officer
500 Water St, 15th Fl
Jacksonville, FL 32202
Philadelphia Energy Solutions Refining and Marketing LLC License Agreement dated September 1, 1966 $0.00 Applicable Acquired
Reorganized Debtor
Counterparty
43 Baltimore and Ohio Railroad Company
CSX Transportation Inc.
Attn Chief Legal Officer
500 Water St, 15th Fl
Jacksonville, FL 32202
Philadelphia Energy Solutions Refining and Marketing LLC License Agreement dated January 1, 1966 $0.00 Applicable Acquired
Reorganized Debtor
Counterparty
44 Sunoco, Inc.
1818 Market Street, Suite 1500
Philadelphia, PA 19103
Atlantic Refining & Marketing LLC
Real Estate Department
10 Industrial Highway
Lester, PA 19029
Philadelphia Energy Solutions Refining and Marketing LLC Assignment of Easements recorded 7/12/2013,
Philadelphia Department of Records #52667016
$0.00 Applicable Acquired
Reorganized Debtor
Counterparty
45 Penn Central Transportation Company
Consolidated Rail Corporation
1000 Howard Blvd, 4th Floor
Mt. Laurel, NJ 08054
Philadelphia Energy Solutions Refining and Marketing LLC Transverse Crossings and Longitudinal
Occupations Agreement, dated July 18, 1975
$0.00 Applicable Acquired
Reorganized Debtor
Counterparty
46 City of Philadelphia
1101 Market Street
Philadelphia, PA 19102
The Atlantic Refining Company
Sunoco, Inc.
1818 Market Street, Suite 1500
Philadelphia, PA 19103
Philadelphia Energy Solutions Refining and Marketing LLC Agreement dated September 12, 1939 $0.00 Applicable Acquired
Reorganized Debtor
Counterparty
47 Eastern Real Estate Company Philadelphia Energy Solutions Refining and Marketing LLC Easement Agreement dated March 10, 1941 $0.00 Applicable Acquired
Reorganized Debtor
Counterparty
48 PECO Energy Company
PO Box 37632
Philadelphia, PA 19101-0629
Philadelphia Energy Solutions Refining and Marketing LLC Easement Agreement dated October 31, 2014 $0.00 Applicable Acquired
Reorganized Debtor
Counterparty
49 Philadelphia Regional Port Authority
3460 North Delaware Ave
Philadelphia, PA 19134
Sunoco Pipeline L.P.
1818 Market Street
Suite 1500
Philadelphia, PA 19103-3615
Sunoco Inc. (R&M)
1818 Market Street
Suite 1500
Philadelphia, PA 19103-3615
Philadelphia Energy Solutions Refining and Marketing LLC Permanent Easement Agreement dated October 4,
2010 and filed of record in the Public Office on
November 23, 2010 as Document No. 52285151
$0.00 Applicable Acquired
Reorganized Debtor
Counterparty
50 Swann Philadelphia Terminal Corporation Philadelphia Energy Solutions Refining and Marketing LLC Pipe Line Right of Way and Delivery Facility
Agreement dated October 9, 1975 recorded in the
Public Office in Deed Book 970, page 030
$0.00 Applicable Acquired
Reorganized Debtor
Counterparty
51 Pennsylvania Railroad Company
Consolidated Rail Corporation
1000 Howard Blvd, 4th Floor
Mt. Laurel, NJ 08054
Gulf Oil Corporation
80 Williams Street
Wellesley, MA 02181
Philadelphia Energy Solutions Refining and Marketing LLC Pennsylvania Railroad Company Longitudinal
Occupation Agreement for Electric Transmission
Lines (Power or Communication) or Pipe Lines on
Right-of-Way and Other Property of Railroad
Company dated October 7, 1954
$0.00 Applicable Acquired
Reorganized Debtor
Counterparty
52 Gulf Oil Corporation
80 Williams Street
Wellesley, MA 02181
Atlantic Richfield Company
Sunoco, Inc.
1818 Market Street, Suite 1500
Philadelphia, PA 19103
Philadelphia Energy Solutions Refining and Marketing LLC Pipeline Right of Way dated February 1, 1967 filed
of record in the Public Office in Deed Book CAD
1026, page 076
$0.00 Applicable Acquired
Reorganized Debtor
Counterparty
1 The inclusion of a Contract on this list does not constitute an admission as to the executory or non-executory
nature of the Contract or as to the existence or validity of any claims held by the counterparty or counterparties
to such Contract.
Case 19-11626-LSS Doc 1298 Filed 06/02/20 Page 20 of 26
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Schedule 1
Assumed Contracts
REF Counterparty Debtor Counterparty Description of Contract or Lease Cure Amount Assuming Party
53 Philadelphia Regional Port Authority
3460 North Delaware Ave
Philadelphia, PA 19134
Philadelphia Energy Solutions Refining and Marketing LLC Amendment to Easement Agreement recorded in
the Public Office on November 23, 2010 as
Instrument No. 957851
$0.00 Applicable Acquired
Reorganized Debtor
Counterparty
54 Vintage Auto Parts, Inc.
6320 Passyunk Ave.
Philadelphia, PA 19153
Philadelphia Energy Solutions Refining and Marketing LLC Easement Agreement dated August 11, 1987
recorded in the Public Office on March 23, 1988 in
Deed Book FHS 286, page 1502
$0.00 Applicable Acquired
Reorganized Debtor
Counterparty
55 City of Philadelphia
1101 Market Street
Philadelphia, PA 19102
Gulf Oil Corporation
80 Williams Street
Wellesley, MA 02181
Philadelphia Energy Solutions Refining and Marketing LLC Permit dated September 21, 1965 regarding 67th
Street
$0.00 Applicable Acquired
Reorganized Debtor
Counterparty
56 Consolidated Rail Corporation
1000 Howard Blvd, 4th Floor
Mt. Laurel, NJ 08054
Exxon Company, U.S.A., a Division of Exxon Corporation
Attn: Vice President
4500 Bayway Drive
Baytown, TX 77520-9728
Philadelphia Energy Solutions Refining and Marketing LLC License Agreement for Wire, Pipe and Cable
Transverse Crossings and Longitudinal
Occupations, dated October 2, 1989
$0.00 Applicable Acquired
Reorganized Debtor
Counterparty
57 Consolidated Rail Corporation
1000 Howard Blvd, 4th Floor
Mt. Laurel, NJ 08054
Exxon Company, U.S.A., a Division of Exxon Corporation
Attn: Vice President
4500 Bayway Drive
Baytown, TX 77520-9728
Philadelphia Energy Solutions Refining and Marketing LLC License Agreement for Wire, Pipe and Cable
Transverse Crossings and Longitudinal
Occupations dated December 22, 1988
$0.00 Applicable Acquired
Reorganized Debtor
Counterparty
58 Sunoco Pipeline L.P.
1818 Market Street
Suite 1500
Philadelphia, PA 19103-3615
Philadelphia Energy Solutions Refining and Marketing LLC Right-of-Way and Easement recorded 7/10/2013,
Philadelphia Department of Records #52665849
$0.00 Applicable Acquired
Reorganized Debtor
Counterparty
59 Sunoco Pipeline L.P.
1818 Market Street
Suite 1500
Philadelphia, PA 19103-3615
Philadelphia Energy Solutions Refining and Marketing LLC Right-of-Way and Easement recorded 7/10/2013,
Philadelphia Department of Records #52665850
$0.00 Applicable Acquired
Reorganized Debtor
Counterparty
60 Sunoco Partners Real Estate Acquisition LLC
1818 Market Street
Suite 1500
Philadelphia, PA 19103-3615
Philadelphia Energy Solutions Refining and Marketing LLC Right-of-Way and Easement recorded 7/10/2013,
Philadelphia Department of Records #52665851
$0.00 Applicable Acquired
Reorganized Debtor
Counterparty
61 Sunoco Partners Real Estate Acquisition LLC
1818 Market Street
Suite 1500
Philadelphia, PA 19103-3615
Philadelphia Energy Solutions Refining and Marketing LLC Right-of-Way and Easement recorded 7/10/2013,
Philadelphia Department of Records #52665852
$0.00 Applicable Acquired
Reorganized Debtor
Counterparty
62 Sunoco Partners Real Estate Acquisition LLC
1818 Market Street
Suite 1500
Philadelphia, PA 19103-3615
Philadelphia Energy Solutions Refining and Marketing LLC Right-of-Way and Easement recorded 7/10/2013,
Philadelphia Department of Records #52665853
$0.00 Applicable Acquired
Reorganized Debtor
Counterparty
63 Sunoco Pipeline L.P.
1818 Market Street
Suite 1500
Philadelphia, PA 19103-3615
Philadelphia Energy Solutions Refining and Marketing LLC Easement recorded 7/31/2013, Philadelphia
Department of Records #52674898
$0.00 Applicable Acquired
Reorganized Debtor
Counterparty
64 Atlantic Refining and Marketing Company (ARMC)
1801 Market Street
Philadelphia, PA 19103
Atlantic Refining & Marketing LLC
Real Estate Department
10 Industrial Highway
Lester, PA 19029
Philadelphia Energy Solutions Refining and Marketing LLC Right-of-Way Agreement recorded 7/12/2013,
Philadelphia Department of Records #52667015
$0.00 Applicable Acquired
Reorganized Debtor
Counterparty
65 Consolidated Rail Corporation
1000 Howard Blvd, 4th Floor
Mt. Laurel, NJ 08054
ARCO Pipe Line Company
Sunoco, Inc.
1818 Market Street, Suite 1500
Philadelphia, PA 19103
Philadelphia Energy Solutions Refining and Marketing LLC Deed of Easement dated December 31, 1982 filed
of record in the Office of the Department of
Records, City of Philadelphia
$0.00 Applicable Acquired
Reorganized Debtor
Counterparty
66 Atlantic Pipeline Company
ARCO Pipe Line Company
Sunoco, Inc.
1818 Market Street, Suite 1500
Philadelphia, PA 19103
Philadelphia Energy Solutions Refining and Marketing LLC Assignment of Deed of Easement dated September
30, 1985 and recorded in the Public Office on
March 12, 1986 in Deed Book 408, page 457 (F.P.
No. 674, page 422 on February 25, 1983)
$0.00 Applicable Acquired
Reorganized Debtor
Counterparty
67 Sunoco Pipeline L.P.
1818 Market Street
Suite 1500
Philadelphia, PA 19103-3615
Philadelphia Energy Solutions Refining and Marketing LLC Right-of-Way and Easement recorded 7/31/2013,
Philadelphia Department of Records #52674899
$0.00 Applicable Acquired
Reorganized Debtor
Counterparty
68 Sunoco Partners Marketing & Terminals LP
3807 West Chester Pike
Newtown Square, PA 19073
Philadelphia Energy Solutions Refining and Marketing LLC Right-of-Way Easement recorded 8/15/2013,
Delaware County, Pennsylvania, Recorder of
Deeds Office Deed Miscellaneous Book 05384,
Page 2109, #2013056815
$0.00 Applicable Acquired
Reorganized Debtor
Counterparty
1 The inclusion of a Contract on this list does not constitute an admission as to the executory or non-executory
nature of the Contract or as to the existence or validity of any claims held by the counterparty or counterparties
to such Contract.
Case 19-11626-LSS Doc 1298 Filed 06/02/20 Page 21 of 26
-
Schedule 1
Assumed Contracts
REF Counterparty Debtor Counterparty Description of Contract or Lease Cure Amount Assuming Party
69 Philadelphia Gas Works
800 W Montgomery Ave
3rd Floor
Philadelphia, PA 19122
City of Philadelphia
1101 Market Street
Philadelphia, PA 19102
Atlantic Refining and Marketing Company (ARMC)
1801 Market Street
Philadelphia, PA 19103
Philadelphia Energy Solutions Refining and Marketing LLC License Agreement dated August 9, 1988 $0.00 Applicable Acquired
Reorganized Debtor
Counterparty
70 ACE American Insurance Company
Chubb Global Casualty
436 Walnut Street
Philadelphia PA 19106
PES Ultimate Holdings, LLC and affiliates The Chubb Insurance Program, as defined in the
Plan
$0.00 Liquidating Trust
71 V. Steven Herzog PES Energy Inc. Indemnification agreement dated August 7, 2018 $0.00 Liquidating Trust
72 Joseph Kim PES Energy Inc. Indemnification agreement dated November 6,
2018
$0.00 Liquidating Trust
73 Lee Canaan PES Energy Inc. Indemnification agreement dated November 12,
2018
$0.00 Liquidating Trust
74 Anthony M. Lagreca PES Energy Inc. Indemnification agreement dated August 7, 2018 $0.00 Liquidating Trust
75 Gregory G. Gatta PES Energy Inc. Indemnification agreement dated August 7, 2018 $0.00 Liquidating Trust
76 James T. Rens PES Energy Inc. Indemnification agreement dated August 7, 2018 $0.00 Liquidating Trust
77 Jeffrey S. Beyersdorfer PES Energy Inc. Indemnification agreement dated August 7, 2018 $0.00 Liquidating Trust
78 John Greene PES Energy Inc. Indemnification agreement dated August 7, 2018 $0.00 Liquidating Trust
79 John McShane PES Energy Inc. Indemnification agreement dated August 7, 2018 $0.00 Liquidating Trust
80 John Sadlowski PES Energy Inc. Indemnification agreement dated August 7, 2018 $0.00 Liquidating Trust
81 Lisa Runyon PES Energy Inc. Indemnification agreement dated August 7, 2018 $0.00 Liquidating Trust
82 Mark Baker Cox PES Energy Inc. Indemnification agreement dated August 7, 2018 $0.00 Liquidating Trust
83 Mark Brandon PES Energy Inc. Indemnification agreement dated August 7, 2018 $0.00 Liquidating Trust
84 Mark J. Smith PES Energy Inc. Indemnification agreement dated August 7, 2018 $0.00 Liquidating Trust
85 Nithia K. Thaver PES Energy Inc. Indemnification agreement dated August 7, 2018 $0.00 Liquidating Trust
86 Rachel Celiberti PES Energy Inc. Indemnification agreement dated August 7, 2018 $0.00 Liquidating Trust
87 Robert W. Owens PES Energy Inc. Indemnification agreement dated August 7, 2018 $0.00 Liquidating Trust
88 Scott Stevens PES Energy Inc. Indemnification agreement dated August 7, 2018 $0.00 Liquidating Trust
89 Thomas Scargle PES Energy Inc. Indemnification agreement dated August 7, 2018 $0.00 Liquidating Trust
90 Federal Communications Commission
Attn: Legal Department
445 12th Street, SW
Washington, DC 20554
Philadelphia Energy Solutions Refining and Marketing LLC Radio Station Authorization Permit #WPLF350
dated August 11, 2012
$0.00 Applicable Acquired
Reorganized Debtor
Counterparty
91 Federal Communications Commission
Attn: Legal Department
445 12th Street, SW
Washington, DC 20554
Philadelphia Energy Solutions Refining and Marketing LLC Radio Station Authorization Permit #WQAR364
dated June 2, 2014
$0.00 Applicable Acquired
Reorganized Debtor
Counterparty
92 Federal Communications Commission
Attn: Legal Department
445 12th Street, SW
Washington, DC 20554
Philadelphia Energy Solutions Refining and Marketing LLC Radio Station Authorization Permit #KZR726 dated
August 11, 2012
$0.00 Applicable Acquired
Reorganized Debtor
Counterparty
93 Federal Communications Commission
Attn: Legal Department
445 12th Street, SW
Washington, DC 20554
Philadelphia Energy Solutions Refining and Marketing LLC Radio Station Authorization Permit #KA75895
dated September 29, 2014
$0.00 Applicable Acquired
Reorganized Debtor
Counterparty
94 Federal Communications Commission
Attn: Legal Department
445 12th Street, SW
Washington, DC 20554
Philadelphia Energy Solutions Refining and Marketing LLC Radio Station Authorization Permit #KE9301 dated
September 30, 2015
$0.00 Applicable Acquired
Reorganized Debtor
Counterparty
95 US Army Corps of Engineers
Attn: Legal Department
The Wanamaker Building
100 Penn Square East
Philadelphia, PA 19107-3390
Philadelphia Energy Solutions Refining and Marketing LLC Letter re: Permit CENAP-2011-1083-46 dated June
3, 2014
$0.00 Applicable Acquired
Reorganized Debtor
Counterparty
96 US Army Corps of Engineers
Attn: Legal Department
The Wanamaker Building
100 Penn Square East
Philadelphia, PA 19107-3390
Philadelphia Energy Solutions Refining and Marketing LLC Letter re: Permit CENAP-OP-R-200002383-46
dated September 27, 2007
$0.00 Applicable Acquired
Reorganized Debtor
Counterparty
97 US Army Corps of Engineers
Attn: Legal Department
The Wanamaker Building
100 Penn Square East
Philadelphia, PA 19107-3390
Philadelphia Energy Solutions Refining and Marketing LLC Letter re: Permit CENAP-OP-R-200002383-46
dated October 22, 2003
$0.00 Applicable Acquired
Reorganized Debtor
Counterparty
98 Department of Environmental Protection
Site Remediation Program
Office of Dredging and Sediment Technology
Mail Code 401-406
PO Box 420
Trenton, NJ 08625-0420
Philadelphia Energy Solutions Refining and Marketing LLC Permit No. 0000-13-0014.1, CDT140001 dated
January 14, 2014
$0.00 Applicable Acquired
Reorganized Debtor
Counterparty
1 The inclusion of a Contract on this list does not constitute an admission as to the executory or non-executory
nature of the Contract or as to the existence or validity of any claims held by the counterparty or counterparties
to such Contract.
Case 19-11626-LSS Doc 1298 Filed 06/02/20 Page 22 of 26
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Schedule 1
Assumed Contracts
REF Counterparty Debtor Counterparty Description of Contract or Lease Cure Amount Assuming Party
99 US Army Corps of Engineers
Attn: Legal Department
The Wanamaker Building
100 Penn Square East
Philadelphia, PA 19107-3390
Philadelphia Energy Solutions Refining and Marketing LLC Letter re: Permit CENAP-OP-R-2013-0242 dated
December 20, 2016
$0.00 Applicable Acquired
Reorganized Debtor
Counterparty
100 Commonwealth of Pennsylvania, Department of
Environmental Protection (“PADEP”)
Southeast Regional Office
2 East Main Street
Norristown, PA 19401
Philadelphia Energy Solutions Refining and Marketing LLC Letter re: maintenance dredging dated May 13,
2014
$0.00 Applicable Acquired
Reorganized Debtor
Counterparty
101 Commonwealth of Pennsylvania, Department of
Environmental Protection (“PADEP”)
Southeast Regional Office
2 East Main Street
Norristown, PA 19401
Philadelphia Energy Solutions Refining and Marketing LLC Permit Transfer Requests dated July 16, 2013 $0.00 Applicable Acquired
Reorganized Debtor
Counterparty
102 US Army Corps of Engineers
Attn: Legal Department
The Wanamaker Building
100 Penn Square East
Philadelphia, PA 19107-3390
Philadelphia Energy Solutions Refining and Marketing LLC Permit CENAP-OP-R-2011-1083 dated January 15,
2014
$0.00 Applicable Acquired
Reorganized Debtor
Counterparty
103 US Army Corps of Engineers
Attn: Legal Department
The Wanamaker Building
100 Penn Square East
Philadelphia, PA 19107-3390
Philadelphia Energy Solutions Refining and Marketing LLC Letter re: Permit CENAP-OP-R-2019-0270-39 dated
June 28, 2019
$0.00 Applicable Acquired
Reorganized Debtor
Counterparty
104 Commonwealth of Pennsylvania, Department of
Environmental Protection (“PADEP”)
Southeast Regional Office
2 East Main Street
Norristown, PA 19401
US Army Corps of Engineers
Attn: Legal Department
The Wanamaker Building
100 Penn Square East
Philadelphia, PA 19107-3390
Philadelphia Energy Solutions Refining and Marketing LLC Girard Point Wharf – DEP File No. CZ7; E51-128
mechanical dredging (CENAP-OP-R-200002383-46)
082003, issued by Office for River Basin
Cooperation, effective as of August 20, 2003, as
amended, supplemented or otherwise modified
from time to time (including additional Army
Corps of Engineers approval under Nationwide
Permit and E51-128 for bulkhead repairs, dated
December 20, 2016, as amended, supplemented
or otherwise modified from time to time, and
similar PADEP acknowledgement and approval
signed April 24, 2017, as amended, supplemented
or otherwise modified from time to time)
$0.00 Applicable Acquired
Reorganized Debtor
Counterparty
105 Commonwealth of Pennsylvania, Department of
Environmental Protection (“PADEP”)
Southeast Regional Office
2 East Main Street
Norristown, PA 19401
Philadelphia Energy Solutions Refining and Marketing LLC Girard Point Wharf – maintenance dredging – DEP
Permit # E51-128. 081903, effective as of August
19, 2003, as amended, supplemented or
otherwise modified from time to time
$0.00 Applicable Acquired
Reorganized Debtor
Counterparty
106 Commonwealth of Pennsylvania, Department of
Environmental Protection (“PADEP”)
Southeast Regional Office
2 East Main Street
Norristown, PA 19401
Philadelphia Energy Solutions Refining and Marketing LLC Water Quality Certification - 401 Certification Fort
Mifflin Confined Disposal Facility - 091903,
effective as of October 27, 2003, as amended,
supplemented or otherwise modified from time to
time
$0.00 Applicable Acquired
Reorganized Debtor
Counterparty
107 Commonwealth of Pennsylvania, Department of
Environmental Protection (“PADEP”)
Southeast Regional Office
2 East Main Street
Norristown, PA 19401
Philadelphia Energy Solutions Refining and Marketing LLC Water Quality Certification - 401 Certification Fort
Mifflin Confined Disposal Facility - 102703,
effective as of October 27, 2003, as amended,
supplemented or otherwise modified from time to
time. Effective Date: October 27, 2003
$0.00 Applicable Acquired
Reorganized Debtor
Counterparty
108 US Army Corps of Engineers
Attn: Legal Department
The Wanamaker Building
100 Penn Square East
Philadelphia, PA 19107-3390
Philadelphia Energy Solutions Refining and Marketing LLC US Army Corps of Engineers Permit - Girard Point
Wharf – mechanical dredging & beam obstruction
leveling. 050404 – (CENAP-OP-R-200002383-46),
effective as of May 4, 2004, as amended,
supplemented or otherwise modified from time to
time
$0.00 Applicable Acquired
Reorganized Debtor
Counterparty
109 US Army Corps of Engineers
Attn: Legal Department
The Wanamaker Building
100 Penn Square East
Philadelphia, PA 19107-3390
Philadelphia Energy Solutions Refining and Marketing LLC 70.US Army Corps of Engineers Permit - Girard
Point Wharf – hydraulic maintenance dredging.
071703– (CENAP-OP-R-200002383-46), effective as
of July 17, 2003, as amended, supplemented or
otherwise modified from time to time
$0.00 Applicable Acquired
Reorganized Debtor
Counterparty
110 CSX Transportation Inc.
Attn Chief Legal Officer
500 Water St, 15th Fl
Jacksonville, FL 32202
Philadelphia Energy Solutions, LLC Facility Encroachment Agreement (Agreement No.
CSX749454) dated September 9, 2013
$0.00 Applicable Acquired
Reorganized Debtor
Counterparty
111 Sunoco Pipeline L.P.
1818 Market Street
Suite 1500
Philadelphia, PA 19103-3615
Philadelphia Energy Solutions Refining and Marketing LLC Pipeline Connection Agreement dated as of
September 8, 2012 (Ballast Wharf, Point Breeze,
Short Pier)
$0.00 Applicable Acquired
Reorganized Debtor
Counterparty
112 Sunoco Pipeline L.P.
1818 Market Street
Suite 1500
Philadelphia, PA 19103-3615
Philadelphia Energy Solutions Refining and Marketing LLC Pipeline Connection Agreement dated as of
September 8, 2012, as amended by that certain
Amendment to Connection Agreement dated as of
May 28, 2015 (Woodbury, Westville, Schuylkill
River)
$0.00 Applicable Acquired
Reorganized Debtor
Counterparty
113 Sunoco Partners Marketing & Terminals LP
3807 West Chester Pike
Newtown Square, PA 19073
Philadelphia Energy Solutions Refining and Marketing LLC Letter agreement re: Belmont Terminal Utilities
and Lease of Warehouse Space dated November
30, 2012
$0.00 Applicable Acquired
Reorganized Debtor
Counterparty
114 Sunoco, Inc.
1818 Market Street, Suite 1500
Philadelphia, PA 19103
Sunoco, Inc. (R&M)
1818 Market Street, Suite 1500
Philadelphia, PA 19103
Philadelphia Energy Solutions Refining and Marketing LLC
Philadelphia Energy Solutions LLC
Letter re: Foreign Trade Zone 35 dated August 20,
2013, as amended by Amendment No. 1 to
Foreign Trade Zone 35C Letter Agreement dated
June 7, 2018
$0.00 Applicable Acquired
Reorganized Debtor
Counterparty
115 City of Philadelphia
1101 Market Street
Philadelphia, PA 19102
Gulf Oil Corporation
80 Williams Street
Wellesley, MA 02181
Philadelphia Energy Solutions Refining and Marketing LLC Agreement dated May 23, 1957, recorded in
Philadelphia County Deed Book CAB 615, Page 58
$0.00 Applicable Acquired
Reorganized Debtor
Counterparty
1 The inclusion of a Contract on this list does not constitute an admission as to the executory or non-executory
nature of the Contract or as to the existence or validity of any claims held by the counterparty or counterparties
to such Contract.
Case 19-11626-LSS Doc 1298 Filed 06/02/20 Page 23 of 26
-
Schedule 1
Assumed Contracts
REF Counterparty Debtor Counterparty Description of Contract or Lease Cure Amount Assuming Party
116 City of Philadelphia
1101 Market Street
Philadelphia, PA 19102
Gulf Oil Corporation
80 Williams Street
Wellesley, MA 02181
Philadelphia Energy Solutions Refining and Marketing LLC Right of Way Easement Agreement dated
December 15, 1969, recorded in Philadelphia
County Deed Book JRS 599, Page 518
$0.00 Applicable Acquired
Reorganized Debtor
Counterparty
117 Baytek International Inc.
ATTN: Walter McNeil
401 N. Shoreline Blvd.
Corpus Christi, TX 78401
Philadelphia Energy Solutions Refining and Marketing LLC Software License and Product Support Agreement
Contract No. CW50570 dated effective December
20, 2016 - Premium Software Support: October 1,
2019 - June 30, 2020 and Support Reinstatement
Fee = $49,005.00
$0.00 Applicable Acquired
Reorganized Debtor
Counterparty
118 Bell-Fast Fire Protection, Inc.
ATTN: David McClure
700 Chester Pike
Ridley Park, PA 19078
Philadelphia Energy Solutions Refining and Marketing LLC Amendment No. 3 to Field Services Contract No.
CW50130 dated effective December 2, 2019
$28,256.29 Applicable Acquired
Reorganized Debtor
Counterparty
119 Ceridian Corporation
ATTN:
3311 East Old Shakopee Rd.
Minneapolis, MN 55425
Philadelphia Energy Solutions Refining and Marketing LLC Service Agreement dated September 26, 2012 $0.00 Liquidating Trust
120 Cisco Systems Capital Corporation
Lease Processing Center
1111 Old Eagle School Road
Wayne, PA 19087
Philadelphia Energy Solutions LLC Installment Payment Agreement No. 25463738
dated June 1, 2017
$0.00 Applicable Acquired
Reorganized Debtor
Counterparty
121 Citrix
Hewlett-Packard Financial Services Company
200 Connell Drive, Suite 5000
Berkeley Heights, NJ 07922
Philadelphia Energy Solutions LLC Business Lease Agreement No.
5466559704140136USA1 dated December 18,
2019
$0.00 Applicable Acquired
Reorganized Debtor
Counterparty
122 Curvature, Inc.
ATTN: Joseph S. Scordino, Chief Integration Officer
2810 Coliseum Centre Drive, Suite 600
Charlotte, NC 28217
Philadelphia Energy Solutions LLC Contract/Agreement dated November 25, 2019 $0.00 Applicable Acquired
Reorganized Debtor
Counterparty
123 DataBank IMX, LLC
ATTN: Stephen E. Brooks
620 Freedom Business Center, Suite 120
King of Prussia, PA 19406
Philadelphia Energy Solutions Refining and Marketing LLC Amendment No. 3 to Master Agreement
Document Imaging services and Products Contract
No. CW 50063 dated July 18, 2018
$0.00 Applicable Acquired
Reorganized Debtor
Counterparty
124 DR DAS LTD.
ATTN: Andrew Montz
194 Clause Lane
Granville, OH 43023
Philadelphia Energy Solutions Refining and Marketing LLC Amendment No. 1 to Professional Services
Agreement Contract No. CW50482 dated
December 10, 2018
$34,879.00 Applicable Acquired
Reorganized Debtor
Counterparty
125 Intentionally Omitted
126 Ensono, LP
ATTN: Chief Legal Officer
3333 Finley Road
Downers Grove, IL 60515
Philadelphia Energy Solutions Refining and Marketing LLC Master Services Agreement Contract Number
CW50744 dated effective March 1, 2019
$165,038.96 Applicable Acquired
Reorganized Debtor
Counterparty
127 Goliath Technologies LP
8 Penn Center
1628 John F. Kennedy Blvd, Suite 1701
Philadelphia, PA 19103
Philadelphia Energy Solutions Refining and Marketing LLC End-User Software License Agreement (EULA)
dated December 3, 2019
$0.00 Applicable Acquired
Reorganized Debtor
Counterparty
128 [Toxchem] Hydromantis Environmental Software Solutions,
Inc.
407 King Street West
Hamilton, Ontario, Canada L8P 1B5
Philadelphia Energy Solutions Refining and Marketing LLC Software Technical Support and Upgrade
Agreement, License No. 14-2164, dated
September 13, 2019
$0.00 Applicable Acquired
Reorganized Debtor
Counterparty
129 Industrial Scientific Corporation
ATTN: Garth F. Miller
1001 Oakdale Road
Oakdale, PA 15071
Philadelphia Energy Solutions Refining and Marketing LLC Amendment No. 4 to Professional Services & Lease
Agreement, Contract No. CW50317, dated June 4,
2019
$19,885.05 Applicable Acquired
Reorganized Debtor
Counterparty
130 Iron Mountain Information Management, Inc.
745 Atlantic Avenue
Boston, MA 02111
Philadelphia Energy Solutions Refining and Marketing LLC Master Professional Services Agreement, Contract
No. CW41661, dated April 1, 2012
$7,298.21 Applicable Acquired
Reorganized Debtor
Counterparty
131 KorTerra Inc.
ATTN: Thomas Q. Hall
18946 Lake Drive East
Chanhassen, MN 55317
Philadelphia Energy Solutions Refining and Marketing LLC Managed Services Master Agreement, Contract
No. CW50175, dated effective December 1, 2013
$0.00 Applicable Acquired
Reorganized Debtor
Counterparty
132 Microsoft Corporation
ATTN: Legal and Corporate Affairs, Volume Licensing Group
One Microsoft Way
Redmond, WA 98052
Philadelphia Energy Solutions Refining and Marketing LLC (i) Microsoft Business and Services Agreement and
(ii) Enterprise Agreement, dated effective March 1,
2016
UNKNOWN Applicable Acquired
Reorganized Debtor
Counterparty
133 [PES Dell Nutanix]
CDW Direct
200 North Milwaukee Ave.
Vernon Hills, IL 60061
Philadelphia Energy Solutions Refining and Marketing LLC Purchase Order No. SAP 17-0001PCW64, dated
November 9, 2017 for Virtual Servers, Hardware
and Maintenance
$0.00 Applicable Acquired
Reorganized Debtor
Counterparty
134 Intentionally Omitted
1 The inclusion of a Contract on this list does not constitute an admission as to the executory or non-executory
nature of the Contract or as to the existence or validity of any claims held by the counterparty or counterparties
to such Contract.
Case 19-11626-LSS Doc 1298 Filed 06/02/20 Page 24 of 26
-
Schedule 1
Assumed Contracts
REF Counterparty Debtor Counterparty Description of Contract or Lease Cure Amount Assuming Party
135 OSIsoft, LLC
Legal Department
777 Davis Street, Suite 250
San Leandro, California 94577
Philadelphia Energy Solutions Refining and Marketing LLC Software License and Services Agreement No.
1017340, dated March 7, 2013
$0.00 Applicable Acquired
Reorganized Debtor
Counterparty
136 Presidio Networked Solutions LLC
12120 Sunset Hills Road, Suite 202
Reston, VA 20190
Philadelphia Energy Solutions Refining and Marketing LLC Managed Services Agreement, Contract Number
CW50649, dated October 27, 2017
$37,308.00 Applicable Acquired
Reorganized Debtor
Counterparty
137 Proactive Performance Solutions, Inc.
560 Peoples Plaza, #139
Newark, DE 19702
Philadelphia Energy Solutions Refining and Marketing LLC Master Services Agreement, dated as of July 10,
2017 (as may be or have been amended from time
to time)
$34,769.51 Applicable Acquired
Reorganized Debtor
Counterparty
138 SolarWinds Worldwide, LLC
7171 Southwest Parkway, Building 400
Austin, TX 78735
Philadelphia Energy Solutions Refining and Marketing LLC Field Services Contract No. CW50747, dated
February 1, 2019 and SolarWinds End User License
Agreement (undated)
N/A Applicable Acquired
Reorganized Debtor
Counterparty
139 SOTI Inc.
6975 Creditview Rd, Unit 4
Mississauga, Ontario L5N 8E9, Canada
Philadelphia Energy Solutions, LLC Price Quote for Cloud Development License, Cloud
Host Fee, Dedicated Environment Fee and
Premium Support Device, dated April 7, 2020
$0.00 Applicable Acquired
Reorganized Debtor
Counterparty
140 [Track Software]
Management Controls, Inc.
15600 JFK Blvd., Suite 220
Houston, TX 77032
Philadelphia Energy Solutions Refining and Marketing LLC Access Software Licensed under the Procurement
Agreement for track system for tracking hours
$0.00 Applicable Acquired
Reorganized Debtor
Counterparty
141 Trinity Consultants, Inc.
PO Box 972047
Dallas, TX 75397-2047
Philadelphia Energy Solutions Refining and Marketing LLC Amendment No. 3 to the Professional Services
Agreement, Contract No. CW50067, dated August
1, 2018
$37,572.30 Applicable Acquired
Reorganized Debtor
Counterparty
142 Verisk 3E
3207 Grey Hawk Court, Ste. 200
Carlsbad, CA 92010
Philadelphia Energy Solutions Refining and Marketing LLC Master Agreement dated effective April 11, 2013 $0.00 Applicable Acquired
Reorganized Debtor
Counterparty
143 Verizon Philadelphia Energy Solutions Refining and Marketing LLC List of PES Verizon Accounts $5,399.15 Applicable Acquired
Reorganized Debtor
Counterparty
144 VIM Technologies, Inc.
6960 Aviation Boulevard, Suite G
Glen Burnie, MD 21031
Philadelphia Energy Solutions Refining and Marketing LLC Amendment No. 1 to the Professional Services
Agreement, Contract No. CW50661, dated
December 20, 2018
$22,950.85 Applicable Acquired
Reorganized Debtor
Counterparty
145 Xerox Corporation
350 Sentry Parkway
Bldg. 670, Suite 100
Blue Bell, PA 19422
Philadelphia Energy Solutions Refining and Marketing LLC General Amendment to the Services and Solutions
Agreement, dated effective October 7, 2013
$14,948.23 Applicable Acquired
Reorganized Debtor
Counterparty
146 The United Steel, Paper and Forestry, Rubber,
Manufacturing, Energy, Allied Industrial and Service
Workers International Union, AFL-CIO, CLC, and its
Philadelphia Local 10-1
USW 10-1
P.O. Box 1257
Linwood, PA 19061
Philadelphia Energy Solutions Refining and Marketing LLC Collective Bargaining Agreement $0.00 Liquidating Trust
147 Fredric F. Brace North Yard GP, LLC Indemnification agreement dated August 8, 2017 $0.00 Liquidating Trust
148 Paul Keglevic Philadelphia Energy Solutions Refining and Marketing LLC Indemnification agreement dated August 8, 2017 $0.00 Liquidating Trust
149 Mohsin Y. Meghji Philadelphia Energy Solutions Refining and Marketing LLC Indemnification agreement dated August 8, 2017 $0.00 Liquidating Trust
150 Jeffrey S. Stein Philadelphia Energy Solutions Refining and Marketing LLC Indemnification agreement dated August 8, 2017 $0.00 Liquidating Trust
151 Navex Global, Inc.
6000 Meadows Road, Suite 200
Lake Oswego, Oregon 97035
Philadelphia Energy Solutions Refining and Marketing LLC Master Services Agreement, dated as of December
31, 2012
$0.00 Liquidating Trust
152 Innovative Discovery, LLC
1700 North Moore Street, Suite 1500
Arlington, VA 22209
Philadelphia Energy Solutions Refining and Marketing LLC Statement of Work for Services, dated as of July
16, 2019
$0.00 Liquidating Trust
153 Oscar L. Garza & Associates
1 Greenway Plaza, Suite 330
Houston TX 77046
Philadelphia Energy Solutions Refining and Marketing LLC Engagement Letter, dated as of December 12,
2017
$0.00 Liquidating Trust
154 Alvarez & Marsal
600 Madison Avenue, 8th Floor
New York, NY 10022
PES Holdings, LLC Engagement Letter, dated as of June 14, 2019 $0.00 Liquidating Trust
155 Omni Management Group
5955 De Soto Avenue, Suite 100
Woodland Hills, CA 91367
PES Holdings, LLC Engagement Letter, dated as of June 26, 2019 $0.00 Liquidating Trust
156 Pachulski Stang Ziehl Jones
919 North Market Street, 17th Floor
P.O. Box 8705
Wilmington, DE 19899
PES Holdings, LLC Engagement Letter, dated as of July 8, 2019 $0.00 Liquidating Trust
157 Weaver and Tidwell, L.L.P.
24 Greenway Plaza, Suite 1800
Houston, TX 77046
Philadelphia Energy Solutions Refining and Marketing LLC Engagement Letter, dated as of November 24,
2012
$0.00 Liquidating Trust
158 Baltimore and Ohio Railroad Company and the Schuykill
River East Side Railroad Company
CSX Transportation Inc.
Attn Chief Legal Officer
500 Water St, 15th Fl
Jacksonville, FL 32202
The Atlantic Refining Company (as predecessor to Philadelphia Energy
Solutions Refining and Marketing LLC)
Agreement dated as of October 1, 1925 $0.00 Applicable Acquired
Reorganized Debtor
Counterparty
1 The inclusion of a Contract on this list does not constitute an admission as to the executory or non-executory
nature of the Contract or as to the existence or validity of any claims held by the counterparty or counterparties
to such Contract.
Case 19-11626-LSS Doc 1298 Filed 06/02/20 Page 25 of 26
-
Schedule 1
Assumed Contracts
REF Counterparty Debtor Counterparty Description of Contract or Lease Cure Amount Assuming Party
159 Bank of America, National Association
700 Louisiana Street, 8th Floor
Houston, Texas 77002
Philadelphia Energy Solutions Refining and Marketing LLC and Bank of
America National Association
Corporate Card Services Agreement and Corporate
Card Terms, dated as of August 7, 2018 and
related Conditions Master Agreement
$0.00 Applicable Acquired
Reorganized Debtor
Counterparty
160 Bank of America, National Association
700 Louisiana Street, 8th Floor
Houston, Texas 77002
Philadelphia Energy Solutions Refining and Marketing LLC and Bank of
America National Association
Card Services Security and Control Agreement,
dated as of August 7, 2018
$0.00 Applicable Acquired
Reorganized Debtor
Counterparty
161 Baltimore and Ohio Railroad Company
CSX Transportation Inc.
Attn Chief Legal Officer
500 Water St, 15th Fl
Jacksonville, FL 32202
The Atlantic Refining Company (as predecessor to Philadelphia Energy
Solutions Refining and Marketing LLC)
License Agreement, dated as of February 1, 1942 $0.00 Applicable Acquired
Reorganized Debtor
Counterparty
162 Baltimore and Ohio Railroad Company
CSX Transportation Inc.
Attn Chief Legal Officer
500 Water St, 15th Fl
Jacksonville, FL 32202
The Atlantic Refining Company (as predecessor to Philadelphia Energy
Solutions Refining and Marketing LLC)
Supplemental Agreement, dated as of February 1,
1964
$0.00 Applicable Acqui