ori katz, cal. bar # 209561 shadi mahmoudi, cal. bar

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SMRH:.1 LAUTER DECLARATION 092716

ORI KATZ, Cal. Bar # 209561 [email protected] MICHAEL M. LAUTER, Cal. Bar # 246048 [email protected] SHADI MAHMOUDI, Cal. Bar # 301610 [email protected] SHEPPARD, MULLIN, RICHTER & HAMPTON LLP Four Embarcadero Center, 17th Floor San Francisco, California 94111-4109 Telephone: (415) 434.9100 Facsimile: (415) 434.3947 Attorneys for the Plan Administrator

UNITED STATES BANKRUPTCY COURT

NORTHERN DISTRICT OF CALIFORNIA

OAKLAND DIVISION

In re SECOND STREET PROPERTIES, a California corporation, f/k/a PACIFIC STEEL CASTING COMPANY,

Debtor.

Case No. 14-41045-RLE Case No. 14-41048-RLE Chapter 11 Cases Jointly Administered DECLARATION OF MICHAEL LAUTER IN SUPPORT OF PLAN ADMINISTRATOR’S FIFTH OMNIBUS OBJECTION TO CLAIMS FILED BY THE PENSION PLAN FOR EMPLOYEES OF PACIFIC STEEL CASTING COMPANY THAT DO NOT REFLECT ANY BASIS FOR LIABILITY [No Hearing Required Unless Requested]

In re BERKELEY PROPERTIES, LLC, a California limited liability company,

Debtor.

Case: 14-41045 Doc# 835-2 Filed: 10/27/16 Entered: 10/27/16 10:14:10 of 13

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SMRH:.1 -1- LAUTER DECLARATION 092716

I, Michael M. Lauter, declare as follows:

1. I am an attorney licensed to practice law in the State of California and am admitted

before this Court. I am a partner with the law firm of Sheppard, Mullin, Richter & Hampton LLP

(“Sheppard Mullin”), counsel Arch & Beam Global, LLC, in its capacity as plan administrator

(“Plan Administrator”). I make this declaration in that capacity. Except for those statements

made upon information and belief, the following facts are based upon my personal knowledge and

if called to testify, I could and would competently testify to such facts. As to those statements

made upon information and belief, I believe them to be true.

2. I make this declaration in connection with the Plan Administrator’s Fifth Omnibus

Objection to Claims Filed by the Pension Plan for Employees of Pacific Steel Casting Company

That Do Not Reflect Any Basis for Liability (the “Omnibus Objection”). Capitalized terms used

herein and not defined have the meanings given to them in the Omnibus Objection.

3. On March 10, 2014 (the “Petition Date”), Second Street Properties, f/k/a Pacific

Steel Casting Company (“Second Street”) and Berkeley Properties (collectively, the “Debtors”)

each filed a voluntary petition for relief under chapter 11 of title 11 of the United States Code, 11

U.S.C. §§ 101, et seq. (the “Bankruptcy Code”). On July 31, 2014, the Court approved a sale of

substantially all of the Debtors’ assets (the “Sale”) to Pacific Steel Casting Company, a Delaware

limited liability company, an assignee of Speyside Fund LLC (“Buyer”), pursuant to the Asset

Purchase Agreement dated as of June 19, 2014 (the “APA”), which Sale closed on August 29,

2014.

4. Pursuant to Section 9.03(k) of the APA and in connection with the closing of the

Sale, the Pension Plan was paid all amounts necessary to meet the outstanding minimum

contribution requirements and any additional amounts due for the year ending March 31, 2014.

Pursuant to Section 2.03 of the APA, the Buyer assumed liability arising from Buyer’s termination

of the Pension Plan and/or liability arising pursuant to ERISA.

5. Attached hereto as Exhibit A is a true and correct copy of the proof of claim filed

by The Pension Plan for Employees of Pacific Steel Casting Company (the “Pension Plan”)


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SMRH:.1 -2- LAUTER DECLARATION 092716

against Debtor Pacific Steel Casting Company as Claim No. 191 on the claims register in the

Bankruptcy Cases.

6. Attached hereto as Exhibit B is a true and correct copy of the proof of claim filed

by the Pension Plan against Debtor Berkeley Properties, LLC as Claim No. 192 on the claim

register in the Bankruptcy Cases.

I declare under penalty of perjury under the laws of the United States of

America that the foregoing is true and correct. Executed on October 27, 2016, at San

Francisco, California.

/s/ Michael M. Lauter __ MICHAEL M. LAUTER


EXHIBIT A


EXHIBIT B


ori katz, cal. bar # 209561 shadi mahmoudi, cal. bar

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