4928681.1 IN THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF TEXAS HOUSTON DIVISION In re: LOCKWOOD HOLDINGS, INC., et al., 1 Debtors. § § § § § § § § Chapter 11 Case No. 18-30197 (DRJ) (Jointly Administered) AMENDED NOTICE OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES SUBJECT TO POSSIBLE ASSUMPTION AND ASSIGNMENT AND PROPOSED CURE AMOUNTS PLEASE TAKE NOTICE that, pursuant to the terms of that certain Order Granting Debtors’ Expedited Motion Pursuant to Sections 363 and 365 of the Bankruptcy Code and Bankruptcy Rules 2002, 6004, and 6006 for Order (A) Approving Comprehensive Sale Process, (B) Approving Bidding Procedures and Certain Bid Protections, (C) Scheduling an Auction and a Sale Hearing, (D) Approving Form and Manner of Notice Related Thereto, (E) Authorizing Sale Free and Clear of All Liens, Claims, Interests, and Encumbrances, (F) Authorizing Assumption and Assignment of Certain Executory Contracts and Unexpired Leases and Proposed Cure Amounts with Respect Thereto and (G) Granting Related Relief [Docket No. 513] (the “Bidding Procedures Order”), Lockwood Holdings, Inc. and certain of its affiliates, the above-captioned debtors and debtors in possession (collectively, the “Debtors”), held an Auction for the sale of substantially all of their assets on August 15, 2018 at the Houston office of Gray Reed & McGraw 1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number are: Lockwood Holdings, Inc. (9726); LH Aviation, LLC (6984); Piping Components, Inc. (0197); Lockwood International, Inc. (8597); Lockwood Enterprises, Inc. (6504); LMG Manufacturing, Inc. (9468); and 7807 Eagle Lane, LLC (7382). Case 18-30197 Document 624 Filed in TXSB on 08/20/18 Page 1 of 12
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4928681.1
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE SOUTHERN DISTRICT OF TEXAS
HOUSTON DIVISION
In re:
LOCKWOOD HOLDINGS, INC., et al.,1
Debtors.
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Chapter 11
Case No. 18-30197 (DRJ)
(Jointly Administered)
AMENDED NOTICE OF EXECUTORY CONTRACTS
AND UNEXPIRED LEASES SUBJECT TO POSSIBLE ASSUMPTION AND
ASSIGNMENT AND PROPOSED CURE AMOUNTS
PLEASE TAKE NOTICE that, pursuant to the terms of that certain Order Granting
Debtors’ Expedited Motion Pursuant to Sections 363 and 365 of the Bankruptcy Code and
Bankruptcy Rules 2002, 6004, and 6006 for Order (A) Approving Comprehensive Sale Process,
(B) Approving Bidding Procedures and Certain Bid Protections, (C) Scheduling an Auction and a
Sale Hearing, (D) Approving Form and Manner of Notice Related Thereto, (E) Authorizing Sale
Free and Clear of All Liens, Claims, Interests, and Encumbrances, (F) Authorizing Assumption
and Assignment of Certain Executory Contracts and Unexpired Leases and Proposed Cure
Amounts with Respect Thereto and (G) Granting Related Relief [Docket No. 513] (the “Bidding
Procedures Order”), Lockwood Holdings, Inc. and certain of its affiliates, the above-captioned
debtors and debtors in possession (collectively, the “Debtors”), held an Auction for the sale of
substantially all of their assets on August 15, 2018 at the Houston office of Gray Reed & McGraw
1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification
number are: Lockwood Holdings, Inc. (9726); LH Aviation, LLC (6984); Piping Components, Inc. (0197); Lockwood
International, Inc. (8597); Lockwood Enterprises, Inc. (6504); LMG Manufacturing, Inc. (9468); and 7807 Eagle
Lane, LLC (7382).
Case 18-30197 Document 624 Filed in TXSB on 08/20/18 Page 1 of 12
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LLP. The Auction commenced at approximately 10:00 a.m. and concluded at approximately 1:30
p.m. (prevailing Central Standard Time) on the same day.
PLEASE TAKE FURTHER NOTICE that the Debtors hereby provide their amended
notice (the “Amended Cure Notice”) of proposed cure amounts (each a “Cure Amount” and
collectively, the “Cure Amounts”) for all contracts and leases subject to potential assumption and
assignment to the successful bidders identified in the Debtors’ Notice of Successful Bidders filed
on August 17, 2018 [Docket No. 612].
PLEASE TAKE FURTHER NOTICE that, pursuant to the terms of the Bidding
Procedures Order, the Debtors filed their original Notice of Executory Contracts and Unexpired
Leases Subject to Possible Assumption and Assignment and Proposed Cure Amounts [Docket No.
613] on August 17, 2018 (the “Cure Notice”).
PLEASE TAKE FURTHER NOTICE that attached hereto as Exhibit A are schedules of
the executory contracts and unexpired leases (collectively, the “Potential Assumed Contracts and
Leases”) that may be included as part of the sale of the Debtors’ assets and the proposed Cure
Amount for each such lease or contract.
PLEASE TAKE FURTHER NOTICE that attached hereto as Exhibit B are redlined
schedules of the Potential Assumed Contracts and Leases, reflecting the substative changes to the
Cure Notice.
PLEASE TAKE FURTHER NOTICE that any objection to a Cure Amount must be filed
with the Bankruptcy Court and served on the undersigned counsel so as to be actually received by
August 24, 2018 (the “Cure Objection Deadline”).
PLEASE TAKE FURTHER NOTICE that pursuant to the Bidding Procedures Order,
the Cure Amounts set forth in the Cure Notice and the Amended Cure Notice (collectively, the
Case 18-30197 Document 624 Filed in TXSB on 08/20/18 Page 2 of 12
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“Cure Notices”) shall be binding on all parties unless an objection thereto is timely filed and
served. If an objection to the assumption and assignment of the Potential Assumed Contracts and
Leases or to the Cure Notices and any Cure Amount cannot be resolved consensually among the
parties, the Court will set a hearing to determine such matters as soon thereafter as is practicable,
and the Debtors are permitted to give notice only to the objecting party and those parties who have
filed a notice of appearance. The failure to timely file and serve an objection shall be deemed
consent to the assumption and assignment of the Potential Assumed Contracts and Leases and to
the Cure Amounts, and any and all objections thereto shall be deemed forever released and waived.
PLEASE TAKE FURTHER NOTICE that the inclusion of any contracts or leases on
Exhibit A or Exhibit B hereto shall not constitute or be deemed to be a determination or admission
by the Debtors that such document is, in fact, an executory contract or unexpired lease within the
meaning of the Bankruptcy Code (all rights with respect thereto being expressly reserved).
Case 18-30197 Document 624 Filed in TXSB on 08/20/18 Page 3 of 12
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Respectfully submitted this 20th day of August, 2018.