Case hdh11 Doc 491 Filed 06/01/18 Entered 06/01/18 12:51:09 Page 1 of 10

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1 Case hdh11 Doc 491 Filed 06/01/18 Entered 06/01/18 12:51:09 Page 1 of 10 Andrew Zollinger, State Bar No andrew.zollinger@dlapiper.com DLA Piper LLP (US) 1717 Main Street, Suite 4600 Dallas, Texas Telephone: (214) Facsimile: (214) Counsel For The Debtors Thomas R. Califano (admitted pro hac vice) Dienna Corrado (admitted pro hac vice) thomas.califano@dlapiper.com dienna.corrado@dlapiper.com DLA Piper LLP (US) 1251 Avenue of the Americas New York, New York Telephone: (212) Facsimile: (212) Daniel M. Simon (admitted pro hac vice) daniel.simon@dlapiper.com DLA Piper LLP (US) One Atlantic Center 1201 West Peachtree Street, Suite 2800 Atlanta, Georgia Telephone: (404) Facsimile: (404) IN THE UNITED STATES BANKRUPTCY COURT FOR THE NORTHERN DISTRICT OF TEXAS DALLAS DIVISION In re: 4 West Holdings, Inc. et al., 1 Debtors. Chapter 11 Case No (HDH) (Jointly Administered) DEBTORS MOTION FOR ENTRY OF AN ORDER EXTENDING THE EXCLUSIVE PERIODS FOR THE FILING AND SOLICITATION OF ACCEPTANCES OF A CHAPTER 11 PLAN A HEARING WILL BE CONDUCTED ON THIS MATTER ON JUNE 27, 2018 AT 9:00 A.M. (CENTRAL DAYLIGHT TIME) AT THE UNITED STATES BANKRUPTCY COURT, EARLE CABELL FEDERAL BUILDING, 1100 COMMERCE ST., 14TH FLOOR, COURTROOM 3, DALLAS, TX IF YOU OBJECT TO THE RELIEF REQUESTED, YOU MUST RESPOND IN WRITING, SPECIFICALLY ANSWERING EACH PARAGRAPH OF THIS PLEADING. UNLESS OTHERWISE DIRECTED BY THE COURT, YOU MUST FILE YOUR RESPONSE WITH THE CLERK OF THE BANKRUPTCY COURT SO THAT IT IS RECEIVED NOT LESS THAN SEVEN (7) DAYS BEFORE THE DATE OF THE HEARING REGARDING THIS PLEADING. YOU MUST SERVE A COPY OF YOUR RESPONSE ON THE PERSON WHO SENT YOU THE NOTICE; OTHERWISE, THE COURT MAY TREAT THE PLEADING AS UNOPPOSED AND GRANT THE RELIEF REQUESTED. 1 A list of the Debtors in these chapter 11 cases, along with the last four digits of each Debtor s federal tax identification number, is attached hereto as Exhibit A.

2 Case hdh11 Doc 491 Filed 06/01/18 Entered 06/01/18 12:51:09 Page 2 of 10 The above-captioned debtors (collectively the Debtors ), by and through their counsel, DLA Piper LLP (US), hereby submit this motion (the Motion ) for entry of an order, substantially in the form attached hereto as Exhibit B (the Proposed Order ), pursuant to section 1121(d) of title 11 of the United States Code (the Bankruptcy Code ) and Rule of the Local Bankruptcy Rules of the United States Bankruptcy Court for the Northern District of Texas (the Local Rules ), extending the 120- and 180-day exclusivity periods provided by sections 1121(b) and (c)(3) of the Bankruptcy Code for the filing of a chapter 11 plan and the solicitation of acceptances of such plan. In support of this Motion, the Debtors respectfully state as follows: JURISDICTION AND VENUE 1. The Court has jurisdiction over the Debtors, their estates, and this matter under 28 U.S.C. 157 and This is a core proceeding under 28 U.S.C. 157(b)(2). 2. Venue is proper before this Court under 28 U.S.C and GENERAL BACKGROUND 3. On March 6, 2018 (the Petition Date ), each Debtor filed with this Court a voluntary petition for relief under chapter 11 of the Bankruptcy Code, commencing these chapter 11 cases ( Chapter 11 Cases ). 4. The Debtors are operating their businesses and managing their properties as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. No trustee or examiner has been appointed in these Chapter 11 Cases. 5. On March 16, 2018, the Office of the U.S. Trustee for the Northern District of Texas (the U.S. Trustee ) appointed the official committee of unsecured creditors (the Committee ) in these Chapter 11 Cases. 2

3 Case hdh11 Doc 491 Filed 06/01/18 Entered 06/01/18 12:51:09 Page 3 of Additional information regarding the Debtors and these Chapter 11 Cases, including the Debtors business operations, capital structure, financial condition, and the reasons for and objectives of these Chapter 11 Cases, is set forth in the Declaration of Louis E. Robichaux IV in Support of Chapter 11 Petitions and First Day Pleadings [Docket No. 19] (the First Day Declaration ). RELEVANT BACKGROUND 7. On March 7, 2018, the Debtors filed the Debtors Plan of Reorganization Under Chapter 11 of the Bankruptcy Code [Docket No. 21], which was amended on May 25, 2018 pursuant to the Debtors First Amended Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code [Docket No. 438] (as may be further amended, the Amended Plan ). 8. On March 7, 2018, the Debtors filed the Disclosure Statement for the Debtors Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code [Docket No. 22], which was amended on May 25, 2018 pursuant to Disclosure Statement for the Debtors First Amended Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code [Docket No. 436] (as may be further amended, the Disclosure Statement ). 9. On May 14, 2018, the Court entered the Order Approving (A) Plan Funding Commitment and Stock Purchase Agreement With Plan Sponsor, (B) Stalking Horse Bid Protections, (C) Bidding and Auction Procedures Governing Submission and Consideration of Competing Plan Sponsorship Proposals, and (D) the Form and Manner of Notice Thereof [Docket No. 377] (the Bidding Procedures Order ), which among other things, established bidding and auction procedures for the Restructuring Portfolio (as defined in the Bidding Procedures Order). 3

4 Case hdh11 Doc 491 Filed 06/01/18 Entered 06/01/18 12:51:09 Page 4 of On May 30, 2018, the Court held a hearing to consider the approval of the Disclosure Statement. On May , the Court issued an oral ruling that, with certain modifications, approved the Disclosure Statement. The hearing to consider confirmation of the Amended Plan is scheduled to commence on July 16, 2018 at 9:00 a.m. (Central Daylight Time) (the Confirmation Hearing ). 11. On May 31, 2018, the Court issued an oral ruling that, with certain modifications, approved the Debtors assumption of that certain Restructuring Support Agreement, dated as of March 6, 2018 (as amended the RSA ) with Omega and the Plan Sponsor (each, as defined in the RSA). RELIEF REQUESTED 12. The Debtors filed the Plan on the Petition Date and have proceeded toward confirmation of that Plan, as amended. The Court has scheduled the Confirmation Hearing to commence only twelve days after the Exclusive Filing Period (as defined below) is scheduled to expire. The Exclusive Filing Period and the Exclusive Solicitation Period (as defined below) are currently set to expire on July 5, 2018 and September 4, 2018, respectively. By this Motion, the Debtors request a 90-day extension of each, which, if granted would extend the Exclusive Filing Period through October 3, 2018, and the Exclusive Solicitation Period through December 3, BASIS FOR RELIEF 13. Section 1121(b) of the Bankruptcy Code provides for an initial period of 120 days after commencement of a chapter 11 case during which the debtor has the exclusive right to propose and file a chapter 11 plan (the Exclusive Filing Period ). Section 1121(c)(3) of the Bankruptcy Code provides that, if a debtor files a plan within the 120 day Exclusive Filing 4

5 Case hdh11 Doc 491 Filed 06/01/18 Entered 06/01/18 12:51:09 Page 5 of 10 Period, it has a period of 180 days after the commencement of the case to obtain acceptances of a plan, during which time competing plans may not be filed (the Exclusive Solicitation Period, and together with the Exclusive Filing Period, the Exclusive Periods ). Section 1121(d) of the Bankruptcy Code permits the Court to extend exclusivity the Exclusive Filing Period and the Exclusive Solicitation Period for cause. 14. Although the Bankruptcy Code does not define cause, the legislative history indicates it is intended to be a flexible standard to balance the competing interests of a debtor and its creditors. See H.R. Rep, No , at (1978), reprinted in 1978 U.S.C.C.A.N. 5787, 6191 (noting that Congress intended to give bankruptcy courts flexibility to protect a debtor s interest by allowing unimpeded opportunity to negotiate settlement of debts without interference from other parties in interest). 15. Bankruptcy courts have discretion to extend exclusivity to promote the orderly, consensual, and successful reorganization of a debtor s affairs. See In re Timbers of Inwood Forest Assocs., Ltd., 808 F.2d 363, 372 (5th Cir. 1987) (noting that the meaning of cause under section 1121 should be viewed in context of the Bankruptcy Code s goal of fostering reorganization); In re Mirant Corp., No CV-476-A, 2004 WL , at *2 (N.D. Tex. Sept. 30, 2004) (noting that an extension of exclusivity is typically granted where the debtor showed substantial progress had been made in negotiations towards reorganization ). 16. Courts often use the following factors in determining whether cause exists to extend a debtor s exclusive plan filing period: i. the size and complexity of the case; ii. the need for sufficient time to permit the debtor to negotiate a plan of reorganization and prepare adequate information; iii. whether the debtor has made progress in negotiations with its creditors; 5

6 Case hdh11 Doc 491 Filed 06/01/18 Entered 06/01/18 12:51:09 Page 6 of 10 iv. the existence of good faith progress towards reorganization; v. whether the debtor is seeking to extend exclusivity to pressure creditors to accede to the debtor s reorganization demands; vi. whether the debtor has demonstrated reasonable prospects for filing a viable plan; vii. the fact that the debtor is paying its bills as they become due; viii. the amount of time which has elapsed in the case; and/or ix. whether an unresolved contingency exists. See, e.g., In re New Millenium Mgmt., LLC, No H3-11 (LZP), 2014 WL , at *6 (Bankr. S.D. Tex. Feb. 25, 2014) (listing factors relevant to whether cause exists to extend exclusivity periods) (citing In re GMG Capital Partners III, L.P., 503 B.R. 596 (Bankr. S.D.N.Y. 2014)); see also In re Adelphia Commc ns Corp., 336 B.R. 610, 674 (Bankr. S.D.N.Y. 2006) (denying motion to terminate exclusivity based on factors for cause). 17. Not all factors are relevant to every case, and the existence of even one of the above-listed factors may be sufficient to extend a debtor s exclusivity periods. See, e.g., In re Express One Int l, Inc., 194 B.R. 98, 100 (Bankr. E.D. Tex. 1996) (listing all nine factors later set forth in Adelphia, but relying on only four as relevant in determining whether there was cause to extend exclusivity). 18. The Exclusive Periods are intended to afford a debtor a full and fair opportunity to propose a consensual plan and solicit acceptances of such plan without the deterioration and disruption that is likely to be caused by the filing of competing plans by non-debtor parties. Courts in this and other districts have, on numerous occasions, granted extensions of the Exclusive Periods in complex chapter 11 cases. See, e.g., In re Red Tape, Inc., Case No (Bankr. N.D. Tex. May 21, 2018) [Docket No. 88]; In re Coolwater Estates, LLC, Case No (Bankr. N.D. Tex. May 16, 2018) [Docket No. 41]; In re Preferred Care Inc., 6

7 Case hdh11 Doc 491 Filed 06/01/18 Entered 06/01/18 12:51:09 Page 7 of 10 Case No (Bankr. N.D. Tex. Mar. 7, 2018); In re Think Finance, LLC, Case No (Bankr. N.D. Tex. Feb. 20, 2018); In re Newberry Bakers, Inc., Case No (Bankr. N.D. Tex. Feb. 7, 2018). 19. The Debtors submit that sufficient cause exists pursuant to section 1121(d) of the Bankruptcy Code to extend the Exclusivity Periods as provided herein. As discussed in more detail below, each of the relevant factors either weighs in favor of an extension of the Exclusivity Periods or is inapplicable in light of the current posture of these Chapter 11 Cases. CAUSE EXISTS TO EXTEND THE DEBTORS EXCLUSIVE PERIODS 20. An application of the aforementioned factors to the facts of these Chapter 11 Cases demonstrates sufficient cause to grant the Debtors requested extensions of the Exclusive Periods so that they may have a full and fair opportunity to proceed with confirmation of the Plan at the Confirmation Hearing and consummate the transactions thereunder without the interference of competing chapter 11 plans. 21. First, these Chapter 11 Cases are unquestionably large and complex as evidenced by the number of Debtors, the numerous pleadings filed and the lengthy and complex hearings held in these cases thus far. The Debtors are seeking to restructure hundreds of millions of dollars of debt, transition approximately half of their facilities to new operators designated by their landlords, and subjecting the other half to a comprehensive and robust marketing process in a heavily regulated industry. 22. Second, while the Debtors have already filed the Plan and obtained approval of the Disclosure Statement, the Debtors are still undergoing a marketing process for the sale of the Restructuring Portfolio with an auction currently scheduled for June 19, Accordingly, the Debtors submit that an extension of the Exclusivity Periods would allow the Debtors and their 7

8 Case hdh11 Doc 491 Filed 06/01/18 Entered 06/01/18 12:51:09 Page 8 of 10 professionals the necessary breathing room to focus all efforts on marketing the assets to obtain the highest or best value, without the distraction of a potential competing plan being filed in the interim. 23. Third, in entering into the RSA, the Debtors have reached agreement with Omega, the Debtors largest secured and unsecured creditor in these Chapter 11 Cases, for a framework and structure for an organized sale process as part of the Debtors reorganization. The Debtors and the Committee also each represented on the record at the May 30, 2018 hearing on the Disclosure Statement that they are coordinating on scheduling a mediation between the key parties in these Chapter 11 Cases, seeking to resolve any open issues in connection with the Plan. Those settlement efforts would be greatly impaired were the Debtors also required to review and respond to a competing plan. 24. Fourth, as evidenced by prior testimony provided in these Chapter 11 Cases, the Debtors have, and will continue, to move forward in good faith towards a successful reorganization through a transparent process consistent with their fiduciary duties to maximize value for all creditors. 25. Fifth, the Debtors are not seeking to extend exclusivity to exert pressure on creditors to accede to the Debtors reorganization demands. Extending the Exclusivity Periods will instead benefit creditors by avoiding the drain on estate assets attendant to the potential proposals of competing chapter 11 plans. All stakeholders benefit from that continued stability and predictability, which comes only with the Debtors being the sole potential plan proponents at this time. 8

9 Case hdh11 Doc 491 Filed 06/01/18 Entered 06/01/18 12:51:09 Page 9 of Finally, since the Petition Date, the Debtors have paid and intend to continue to pay their post-petition debts in the ordinary course of business or as otherwise provided by Court order. 27. In sum, the Debtors are doing everything that they can and should be doing as chapter 11 debtors in possession to facilitate a successful and expedient conclusion to these Chapter 11 Cases. The Debtors should be afforded an appropriate amount of time to complete the marketing of their assets, continue settlement negotiations with all parties in interest, and seek confirmation of their Plan, as amended and as may be further amended, without the cloud of a competing plan hanging over the process and distracting principals and professionals from consummating the transactions necessary to maximize value for the estates. Accordingly, the Debtors respectfully submit that sufficient cause exists to extend the Exclusivity Periods as provided herein. NOTICE 28. Notice of this Motion shall be provided to: (a) U.S. Trustee; (b) the Office of the Attorney General of the states in which the Debtors operate Facilities; (c) counsel for the Committee; (d) counsel to OHI Asset RO, LLC and the DIP Lender; (e) the Internal Revenue Service; (f) the Department of Medicaid, Department of Health, and Division of Health Services Regulation in each state in which the Debtors operate facilities; and (g) those parties who have requested notice pursuant to Bankruptcy Rule The Debtors respectfully submit that such notice is sufficient and that no further notice of this Motion is required. 9

10 Case hdh11 Doc 491 Filed 06/01/18 Entered 06/01/18 12:51:09 Page 10 of 10 CONCLUSION WHEREFORE, the Debtors respectfully request that the Court enter an order, substantially in the form of the Proposed Order, extending the Exclusivity Periods and grant such other and further relief as the Court may deem just and proper. Dated: June 1, 2018 Dallas, Texas Respectfully submitted, DLA PIPER LLP (US) /s/ Andrew Zollinger Andrew Zollinger, State Bar No DLA Piper LLP (US) 1717 Main Street, Suite 4600 Dallas, Texas Telephone: (214) Facsimile: (214) and- Thomas R. Califano (admitted pro hac vice) Dienna Corrado (admitted pro hac vice) 1251 Avenue of the Americas New York, New York Telephone: (212) Facsimile: (212) and- Daniel M. Simon (admitted pro hac vice) One Atlantic Center 1201 West Peachtree Street, Suite 2800 Atlanta, Georgia Telephone: (404) Facsimile: (404) Counsel for the Debtors 10

11 Case hdh11 Doc Filed 06/01/18 Entered 06/01/18 12:51:09 Page 1 of 3 Exhibit A (Sorted Alphabetically) Debtor Name Case No. EIN 1. 4 West Holdings, Inc West Investors, LLC Aiken RE, LLC Ambassador Rehabilitation and Healthcare Center, LLC Anchor Rehabilitation and Healthcare Center of Aiken, LLC Anderson RE TX, LLC Anderson RE, LLC Ark II Real Estate, LLC Ark III Real Estate, LLC Ark Mississippi Holding Company, LLC Ark Real Estate, LLC Ark South Carolina Holding Company, LLC Ark Texas Holding Company, LLC Battle Ground RE, LLC Brushy Creek Rehabilitation and Healthcare Center, LLC Bryan RE, LLC Burleson RE, LLC Capstone Rehabilitation and Healthcare Center, LLC Charlottesville Pointe Rehabilitation and Healthcare Center, LLC Charlottesville RE, LLC Cleveland RE, LLC Clinton RE, LLC Cobblestone Rehabilitation and Healthcare Center, LLC Collierville RE, LLC Columbia RE, LLC Columbia Rehabilitation and Healthcare Center, LLC Comfort RE, LLC Connersville RE, LLC Corinth RE, LLC Cornerstone Rehabilitation and Healthcare Center, LLC Crystal Rehabilitation and Healthcare Center, LLC Delta Rehabilitation and Healthcare Center of Cleveland, LLC Descending Dove, LLC Diboll RE, LLC Easley RE II, LLC Easley RE, LLC Edgefield RE, LLC Farmville RE, LLC Farmville Rehabilitation and Healthcare Center, LLC Fleetwood Rehabilitation and Healthcare Center, LLC Fortress Health & Rehab of Rock Prairie, LLC Granbury RE, LLC

12 Case hdh11 Doc Filed 06/01/18 Entered 06/01/18 12:51:09 Page 2 of 3 Debtor Name Case No. EIN 43. Great Oaks RE, LLC Great Oaks Rehabilitation and Healthcare Center, LLC Greenville RE II, LLC Greenville RE, LLC Greenville Rehabilitation and Healthcare Center, LLC Greenwood RE, LLC Greer RE, LLC Greer Rehabilitation and Healthcare Center, LLC Grenada RE, LLC Grenada Rehabilitation and Healthcare Center, LLC Heritage Park Rehabilitation and Healthcare Center, LLC Hillsville RE, LLC Hillsville Rehabilitation and Healthcare Center, LLC Holly Lane Rehabilitation and Healthcare Center, LLC Holly RE, LLC Holly Springs RE, LLC Holly Springs Rehabilitation and Healthcare Center, LLC Indianola RE, LLC Indianola Rehabilitation and Healthcare Center, LLC Italy RE, LLC Iva RE, LLC Iva Rehabilitation and Healthcare Center, LLC Johns Island Rehabilitation and Healthcare Center, LLC Joy of Bryan, LLC Lampstand Health & Rehab of Bryan, LLC Linley Park Rehabilitation and Healthcare Center, LLC Macon Rehabilitation and Healthcare Center, LLC Magnified Health & Rehab of Anderson, LLC Manna Rehabilitation and Healthcare Center, LLC Marietta RE, LLC McCormick RE, LLC McCormick Rehabilitation and Healthcare Center, LLC Memphis RE, LLC Midland RE, LLC Midland Rehabilitation and Healthcare Center, LLC Moultrie RE, LLC Mountain View Rehabilitation and Healthcare Center, LLC Natchez RE, LLC Natchez Rehabilitation and Healthcare Center, LLC New Ark Master Tenant, LLC New Ark Operator Holdings, LLC New Redeemer Health & Rehab of Pickens, LLC Olive Leaf Holding Company, LLC Olive Leaf, LLC Omega Health & Rehab of Greenville, LLC Orianna Health Systems, LLC Orianna Holding Company, LLC

13 Case hdh11 Doc Filed 06/01/18 Entered 06/01/18 12:51:09 Page 3 of 3 Debtor Name Case No. EIN 90. Orianna Investment, Inc Orianna SC Operator Holdings, Inc Palladium Hospice and Palliative Care, LLC Patewood Rehabilitation and Healthcare Center, LLC Picayune RE, LLC Picayune Rehabilitation and Healthcare Center, LLC Pickens RE II, LLC Pickens RE, LLC Piedmont RE, LLC Poinsett Rehabilitation and Healthcare Center, LLC Poplar Oaks Rehabilitation and Healthcare Center, LLC Portland RE, LLC Provo RE, LLC Rainbow Rehabilitation and Healthcare Center, LLC River Falls Rehabilitation and Healthcare Center, LLC Riverside Rehabilitation and Healthcare Center, LLC Rock Prairie RE, LLC Rocky Mount RE, LLC Rocky Mount Rehabilitation and Healthcare Center, LLC Roy RE, LLC Scepter Rehabilitation and Healthcare Center, LLC Scepter Senior Living Center, LLC Simpsonville RE II, LLC Simpsonville RE, LLC Simpsonville Rehabilitation and Healthcare Center, LLC Snellville RE, LLC Southern Oaks Rehabilitation and Healthcare Center, LLC The Bluffs Rehabilitation and Healthcare Center, LLC The Ridge Rehabilitation and Healthcare Center, LLC Trinity Mission Health & Rehab of Connersville, LLC Trinity Mission of Burleson, LLC Trinity Mission of Comfort, LLC Trinity Mission of Diboll, LLC Trinity Mission of Granbury, LLC Trinity Mission of Italy, LLC Trinity Mission of Winnsboro, LLC Utah Valley Rehabilitation and Healthcare Center, LLC Vicksburg RE, LLC Victory Rehabilitation and Healthcare Center, LLC Wadesboro RE, LLC Wide Horizons RE, LLC Wide Horizons Residential Care Facility, LLC Winnsboro RE, LLC Woodlands Rehabilitation and Healthcare Center, LLC Yazoo City RE, LLC Yazoo City Rehabilitation and Healthcare Center, LLC

14 Case hdh11 Doc Filed 06/01/18 Entered 06/01/18 12:51:09 Page 1 of 4 EXHIBIT B (Proposed Order)

15 Case hdh11 Doc Filed 06/01/18 Entered 06/01/18 12:51:09 Page 2 of 4 IN THE UNITED STATES BANKRUPTCY COURT FOR THE NORTHERN DISTRICT OF TEXAS DALLAS DIVISION In re: 4 West Holdings, Inc. et al., 2 Debtors. Chapter 11 Case No (HDH) (Jointly Administered) ORDER EXTENDING THE EXCLUSIVE PERIODS FOR THE FILING AND SOLICITATION OF ACCEPTANCES OF A CHAPTER 11 PLAN Upon the motion (the Motion ) of the Debtors for entry of an order (this Order ), pursuant to section 1121(d) of title 11 of the United States Code (the Bankruptcy Code ) and Rule of the Local Bankruptcy Rules of the United States Bankruptcy Court for the Northern District of Texas (the Local Rules ), extending the 120- and 180-day exclusivity periods provided by sections 1121(b) and (c)(3) of the Bankruptcy Code for the filing of a 2 A list of the Debtors in these Chapter 11 Cases, along with the last four digits of each Debtor s federal tax identification number, is attached to the Motion as Exhibit A. EAST\

16 Case hdh11 Doc Filed 06/01/18 Entered 06/01/18 12:51:09 Page 3 of 4 chapter 11 plan and the solicitation of acceptances of such plan, as more fully set forth in the Motion; and it appearing that the Court has jurisdiction to consider the Motion pursuant to 28 U.S.C. 1334(b) and 157; and it appearing that venue of the Chapter 11 Cases and the Motion in this district is proper pursuant to 28 U.S.C and 1409; and it appearing that this matter is a core proceeding pursuant to 28 U.S.C. 157(b); and it appearing that this Court may enter a final order consistent with Article III of the United States Constitution; and it appearing that notice of the Motion has been given as set forth in the Motion and that such notice is adequate and no other or further notice need be given; and the Court having found and determined that the relief sought in the Motion is in the best interests of the Debtors, their estates, their creditors, and all other parties in interest; and that the legal and factual bases set forth in the Motion establish just cause for the relief granted herein; and after due deliberation and sufficient cause appearing therefor, IT IS HEREBY ORDERED THAT: 1. The Motion is GRANTED as set forth herein. 2. The Debtors Exclusive Filing Period is hereby extended through and including October 3, The Debtors Exclusive Solicitation Period is hereby extended through and including December 3, Nothing herein shall prejudice (a) the Debtors right to seek further extensions of the Exclusivity Periods consistent with section 1121(d) of the Bankruptcy Code or (b) the rights of any party in interest to object to any further extension requests. 5. The terms and conditions of this Order are immediately effective and enforceable upon its entry. EAST\

17 Case hdh11 Doc Filed 06/01/18 Entered 06/01/18 12:51:09 Page 4 of 4 6. All time periods set forth in this Order shall be calculated in accordance with Bankruptcy Rule 9006(a). 7. The Debtors are authorized to take all actions necessary to effectuate the relief granted pursuant to this order in accordance with the Motion. 8. This Court shall retain jurisdiction over any and all matters arising from or related to the interpretation or implementation of this order. Order submitted by: DLA PIPER LLP (US) /s/ Andrew Zollinger Andrew Zollinger, State Bar No DLA Piper LLP (US) 1717 Main Street, Suite 4600 Dallas, Texas Telephone: (214) Facsimile: (214) andrew.zollinger@dlapiper.com -and- Thomas R. Califano (admitted pro hac vice) Dienna Corrado (admitted pro hac vice) 1251 Avenue of the Americas New York, New York Telephone: (212) Facsimile: (212) thomas.califano@dlapiper.com dienna.corrado@dlapiper.com -and- Daniel M. Simon (admitted pro hac vice) One Atlantic Center 1201 West Peachtree Street, Suite 2800 Atlanta, Georgia Telephone: (404) Facsimile: (404) daniel.simon@dlapiper.com Counsel for the Debtors # # # End of Order # # # EAST\