Case 20-10755-BLS Doc 635 Filed 10/15/20 Page 1 of 2 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Chapter 11 RAVN AIR GROUP, INC. et al.,1 Case No. 20-10755 (BLS) Debtors. (Jointly Administered) Re: Dkt. No. 613 CERTIFICATE OF NO OBJECTION REGARDING FOURTH OMNIBUS MOTION OF THE DEBTORS FOR AN ORDER AUTHORIZING REJECTION OF CERTAIN UNEXPIRED LEASES AND EXECUTORY CONTRACTS EFFECTIVE NUNC PRO TUNC TO SEPTEMBER 30, 2020 The undersigned hereby certifies that, as of the date hereof, Blank Rome LLP (“Blank Rome”), co-counsel to the above-captioned debtors and debtors in possession (collectively, the “Debtors”), is aware of no formal or informal objection or other responsive pleading to the relief requested in the Fourth Omnibus Motion of the Debtors for an Order Authorizing Rejection of Certain Unexpired Leases and Executory Contracts Effective Nunc Pro Tunc to September 30, 2020 filed on September 30, 2020 [Dkt. No. 613] (the “Motion”). The undersigned further certifies that Blank Rome has caused the review of the Court’s docket in these cases and no answer, objection, or other responsive pleading to the Motion appears thereon. Pursuant to the notice of Motion, the deadline to object to approval of the relief requested in the Motion was October 14, 2020 at 4:00 p.m. (ET) (the “Objection Deadline”). No changes have been made to the proposed order that was filed with the Motion (except to update the caption). 1 The Debtors in these chapter 11 cases and the last four digits of each Debtor’s U.S. tax identification number are as follows: Ravn Air Group, Inc. (3047), Ravn Air Group Holdings, LLC (5356), JJM, Inc. (4858), HoTH, Inc. (9957), Peninsula Aviation Services, Inc. (6859), Corvus Airlines, Inc. (7666), Frontier Flying Service, Inc. (8091), and Hageland Aviation Services, Inc. (2754). The notice address for all of the Debtors is 4700 Old International Airport Road, Anchorage, AK 99502. 146484.01601/123952280v.1 Case 20-10755-BLS Doc 635 Filed 10/15/20 Page 2 of 2 Accordingly, the undersigned respectfully requests entry of the proposed form of order attached hereto as Exhibit A at the earliest convenience of the Court. Dated: October 15, 2020 BLANK ROME LLP Wilmington, Delaware /s/ Victoria A. Guilfoyle Victoria A. Guilfoyle (No. 5183) Stanley B. Tarr (No. 5535) Jose F. Bibiloni (No. 6261) 1201 N. Market Street, Suite 800 Wilmington, Delaware 19801 Telephone: (302) 425-6400 Facsimile: (302) 425-6464 Email: [email protected] [email protected] [email protected] -and- KELLER BENVENUTTI KIM LLP Tobias S. Keller (pro hac vice) Jane Kim (pro hac vice) Thomas B. Rupp (pro hac vice) 650 California Street, Suite 1900 San Francisco, California 94108 Telephone: (415) 496-6723 Facsimile: (650) 636-9251 Email: [email protected] [email protected] [email protected] Attorneys for Debtors and Debtors-in-Possession 2 146484.01601/123952280v.1 Case 20-10755-BLS Doc 635-1 Filed 10/15/20 Page 1 of 6 Exhibit A 146484.01601/123952280v.1 Case 20-10755-BLS Doc 635-1 Filed 10/15/20 Page 2 of 6 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Chapter 11 RAVN AIR GROUP, INC. et al.,1 Case No. 20-10755 (BLS) Debtors. (Jointly Administered) Re: Docket No. 613 ORDER AUTHORIZING THE DEBTORS TO REJECT CERTAIN UNEXPIRED LEASES AND EXECUTORY CONTRACTS EFFECTIVE NUNC PRO TUNC TO SEPTEMBER 30, 2020 The Court has considered the Fourth Omnibus Motion of Debtors for an Order Authorizing the Debtors to Reject Certain Unexpired Leases and Executory Contracts Effective Nunc Pro Tunc to September 30, 2020 (the “Motion”).2 The Court has reviewed the Motion and the Mannion Declaration and considered the statements of counsel and the evidence adduced with respect to the Motion at any hearing before the Court (the “Hearing”). The Court has found that (i) the Court has jurisdiction over this matter pursuant to 28 U.S.C. sections 157 and 1334 and the Amended Standing Order of Reference from the United States District Court for the District of Delaware, dated February 29, 2012, and that this Court may enter a final order consistent with Article III of the United States Constitution; (ii) venue is proper in this district pursuant to 28 U.S.C. sections 1408 and 1409; (iii) this is a core proceeding pursuant to 28 U.S.C. section 157(b); and (iv) notice of the Motion and the Hearing was sufficient under the circumstances. After due deliberation, the Court has determined that the relief requested in the 1 The Debtors in these chapter 11 cases and the last four digits of each Debtor’s U.S. tax identification number are as follows: Ravn Air Group, Inc. (3047), Ravn Air Group Holdings, LLC (5356), JJM, Inc. (4858), HoTH, Inc. (9957), Peninsula Aviation Services, Inc. (6859), Corvus Airlines, Inc. (7666), Frontier Flying Service, Inc. (8091), and Hageland Aviation Services, Inc. (2754). The notice address for all of the Debtors is 4700 Old International Airport Road, Anchorage, AK 99502. 2 Capitalized terms not otherwise defined herein shall have the meanings given to them in the Motion. 146484.01601/123952280v.1 Case 20-10755-BLS Doc 635-1 Filed 10/15/20 Page 3 of 6 Motion is (i) in the best interests of the Debtors, their estates, and their creditors and (ii) necessary to prevent immediate and irreparable harm to the Debtors and their estates; and good and sufficient cause having been shown; ACCORDINGLY, IT IS HEREBY ORDERED THAT: 1. The Motion is GRANTED. 2. The Debtors are authorized to reject the Leases and Executory Contracts listed in Exhibit 1 attached hereto, nunc pro tunc to September 30, 2020. 3. This Court shall retain jurisdiction with respect to all matters arising from or related to the implementation and/or interpretation of this Order. 2 146484.01601/123952280v.1 Case 20-10755-BLS Doc 635-1 Filed 10/15/20 Page 4 of 6 Exhibit 1 (Contract Rejection Schedule) 146484.01601/123952280v.1 Case 20-10755-BLS Doc 635-1 Filed 10/15/20 Page 5 of 6 Lessor (Lessee where indicated) Contact Description of Contract or Lease Kodiak Airport Advantage Air Freight 5353 W. Rezanof Drive Advantage Air Freight Commercial Lease for vacant land at Kodiak, AK 99615 airport used for equipment storage A&G Acre Plus P.O Box 313 Residential Lease A & G Acre Plus Aniak, AK 99557 Lot 7A, Block 6 Apartment 4&6 Aniak, Alaska Residential Lease 1170 Crown Rd Andrew Rhynard 2491 Western Avenue Fairbanks, AK 99709 Fairbanks, Alaska 5690 Supply Rd Bay 1 Fairbanks Airport Arctic Couriers Arctic Couriers Inc. Fairbanks, AK 99709 Warehouse Lease Lease for 20sqft of space in hangar in ARINC Incorporated 2551 Riva Rd, MS 5-1B35 Bethel, Alaska to store communications (Lessee) Annapolis, MD 21401-7435 equipment 491 East Pioneer Avenue City of Homer4 Homer Airport Ticket Counter Sublease Homer, AK 99603 210 Fidalgo Avenue Kenai Municipal Airport Operating City of Kenai5 Kenai, AK 99611-7794 Agreement and Terminal Area Lease Amendment No. 1 to Kenai Municipal 210 Fidalgo Avenue City of Kenai Airport Operating Agreement and Terminal Kenai, AK 99611-7794 Area Lease Amendment No. 2 to Kenai Municipal 210 Fidalgo Avenue City of Kenai Airport Operating Agreement and Terminal Kenai, AK 99611-7794 Area Lease Amendment No. 3 to Kenai Municipal 210 Fidalgo Avenue City of Kenai Airport Operating Agreement and Terminal Kenai, AK 99611-7794 Area Lease City of Unalaska, P.O Box 610 Tom Madsen Unalaska Airport Terminal Department of Ports and Unalaska, AK 99685 Sublease Agreement Harbors Erik Snuggerud Residential Lease PO Box 976 (Northwest Arctic 288 Fifth Avenue Kotzebue, AK 99752 Adventures LLC) Kotzebue, Alaska Kenai Airport Logistics P.O Box 1916 Kenai Airport Logistics Commercial LLC Soldotna, AK 99669 Sublease Residential Lease at KIC Facilities Property 373a 2nd Ave 627 Salmon Street Manager LLC Kotzebue, AK 99752 Kotzebue, AK 99752 Amendment to Residential Lease at KIC Facilities Property 373a 2nd Ave 627 Salmon Street Manager LLC Kotzebue, AK 99752 Kotzebue, AK 99752 Knik Construction Co 6400 South Airpark Pl., Lynden Knik Office Sublease at (Licensee) Suite 1 1 Airport Rd. 4 The Debtors entered into a stipulation with the City of Homer, filed on September 30, 2020 [Docket No. 610] which provided for the rejection of an unexpired lease with the City of Homer, effective as of September 15, 2020. The lease is included in this Proposed Order out of an abundance of caution. 5 The Debtors entered into a stipulation with the City of Kenai, filed on September 18, 2020 [Docket No. 588] which provided for the rejection of an unexpired lease with the City of Kenai, effective as of September 8, 2020. The lease and amendments are included in this Proposed Order out of an abundance of caution. 4 146484.01601/123952280v.1 Case 20-10755-BLS Doc 635-1 Filed 10/15/20 Page 6 of 6 Lessor (Lessee where indicated) Contact Description of Contract or Lease Anchorage, AK 99502 Nome, AK 99762 Residential Lease at PO Box 853 Nettie Tabor 644A 6th Street Kotzebue, AK 99752 Kotzebue, Alaska North Slope Borough Commercial Property North Slope Borough 1274 Agviq St Sublease (Sublessee) Barrow, AK 99723 Lots 2A and 3C, Block 100 Barrow, Alaska Nuiqsut North Slope Borough-Owned Terminal Facility Use Operating P.O Box 69 Agreement North Slope Borough Barrow, AK 99723 1141 Nuiqsut Airport Tract Remnant, Plat No. 80-5 Barrow, Alaska Deadhorse Airport Office Sublease to PRL PRL Logistics Inc. 421 W. 1st Ave, Suite 250 Logistics (Lessee) Anchorage, AK 99501 100 Airport Way Deadhorse, Alaska St.