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1 rbk Doc#260 Filed 03/2/18 Entered 03/2/18 16:25:01 Main Document Pg 1 of A status hearing on this motion will be held on May 8, 2018, at 2:00 p.m. The relief described hereinbelow is SO ORDERED. Signed March 2, Ronald B. King Chief United States Bankruptcy Judge IN THE UNITED STATES BANKRUPTCY COURT FOR THE WESTERN DISTRICT OF TEXAS SAN ANTONIO DIVISION In re: A GACI, L.L.C., Debtor. Chapter 11 Case No rbk-11 FIRST AMENDMENT TO FINAL ORDER AUTHORIZING USE OF CASH COLLATERAL AND GRANTING ADEQUATE PROTECTION CAME ON for consideration the Debtor s Agreed Expedited Motion to Modify the Termination Date and Amend the Budget with Respect to this Court s Final Order Authorizing Use of Cash Collateral and Granting Adequate Protection (the Motion ) filed by A GACI, L.L.C. (the Debtor ) on March 26, 2018, in the above-styled, Chapter 11 case (the Chapter 11 Case ); and the Court having jurisdiction over this matter pursuant to 28 U.S.C. 157 and 1

2 rbk Doc#260 Filed 03/2/18 Entered 03/2/18 16:25:01 Main Document Pg 2 of 1334; and the Court having found that this is a core proceeding pursuant to 28 U.S.C. 157(b)(2) and that the Court may enter a final order consistent with Article III of the United States Constitution; and the Court having found that venue of this proceeding and the Motion in the Court is proper pursuant to 28 U.S.C and 140; and the Court having found that the relief requested in the Motion is in the best interest of the Debtor s estate, its creditors, and other parties-in-interest; and the Court having found that the Debtor s notice of the Motion and opportunity for a hearing on the Motion were appropriate under the circumstances and no other notice need be provided; and the Court having reviewed and considered the Motion, and the consent of JPMORGAN CHASE BANK, N.A. (the Secured Creditor ) to the terms of this First Amendment to Final Cash Collateral Order and the use of cash collateral as set forth herein, and the Court having heard the statements in support of the relief requested in the Motion at the hearing before the Court (the Hearing ); and the Court having determined that the legal and factual bases set forth in the Motion and at the Hearing establish just cause for the relief granted herein; and upon all of the proceedings had before the Court; and after due deliberation and sufficient cause appearing therefore, the Court is of the opinion that the Motion should be GRANTED IT IS HEREBY FOUND AND DETERMINED THAT: A. This First Amendment to Final Order Authorizing Use of Cash Collateral and Granting Adequate Protection (this First Amendment to Final Cash Collateral Order ) is entered by this Court with the consent of (i) the Debtor; (ii) JPMorgan Chase Bank, N.A. (the Secured Creditor ); and (iii) the official committee of unsecured creditors (the Committee ). B. This First Amendment to Final Cash Collateral Order amends the terms of the Final Order Authorizing Use of Cash Collateral and Granting Adequate Protection [Docket No. 2

3 rbk Doc#260 Filed 03/2/18 Entered 03/2/18 16:25:01 Main Document Pg 3 of 171] dated February 21, 2018 (the Final Cash Collateral Order ). 1 C. The Debtor does not have sufficient available sources of working capital and financing to operate its business without the use of Cash Collateral. D. Without the continued use of Cash Collateral, the Debtor will be unable to pay necessary payroll, costs, operating expenses, capital expenditures, or obtain goods and services needed to preserve, maintain and, maximize the value of the Debtor s estate. E. The terms of this First Amendment to Final Cash Collateral Order are fair and reasonable and reflect the Debtor s exercise of prudent business judgment consistent with its fiduciary duties. F. The Secured Creditor has consented to the Debtor s continued use of Cash Collateral, but only upon the terms set forth in the Final Cash Collateral Order, as amended by this First Amendment to Final Cash Collateral Order. G. The terms upon which the Secured Creditor is willing to consent to the Debtor s continued use of Cash Collateral have been negotiated in good faith and at arm s length among the Debtor, the Secured Creditor, and the Committee. The Debtor believes that the terms upon which the Secured Creditor is willing to consent to the Debtor s continued use of Cash Collateral are the best and only option. IT IS THEREFORE ORDERED, ADJUDGED AND DECREED THAT: 1. The Motion is GRANTED, as conditioned and set forth in this First Amendment to Final Cash Collateral Order. 1 Capitalized terms not otherwise defined in this First Amendment to Final Cash Collateral Order shall have the meanings ascribed to such terms in the Final Cash Collateral Order. 3

4 rbk Doc#260 Filed 03/2/18 Entered 03/2/18 16:25:01 Main Document Pg 4 of 2. The definition of Termination Date under paragraph 5 of the Final Cash Collateral Order is hereby amended as follows: the language March 27, 2018 is deleted and replaced with May 5, The Budget, as defined in paragraph 2 of the Final Cash Collateral Order, is hereby replaced by the budget attached as Schedule 1 to this First Amendment to Final Cash Collateral Order (the Amended Budget ). The Amended Budget shall be subject to all of the terms and conditions contained in the Final Cash Collateral Order and this First Amendment to Final Cash Collateral Order. 4. The following shall be added to the end of paragraph of the Final Cash Collateral Order: In addition, as further adequate protection for the Debtor s use of the Pre- Petition Collateral and the Cash Collateral through the Extended Termination Date, Debtor shall make certain additional payments to the Secured Creditor as set forth on line 2 (ABL Draw / (Pay Down)) of the Amended Budget (the Additional Adequate Protection Payments ) through the Extended Termination Date. 5. The Final Cash Collateral Order is hereby amended to the extent provided in this First Amendment to Final Cash Collateral Order and, except as specifically provided herein, the Final Cash Collateral Order shall remain in full force and effect in accordance with its terms. 6. This Court shall retain jurisdiction with respect to the interpretation or implementation of this First Amendment to Final Cash Collateral Order. 7. To the extent there exists any conflict between the Final Cash Collateral Order (as amended by this First Amendment to Final Cash Collateral Order) and any motion, pleading, document, or agreement, the Final Cash Collateral Order (as amended by this First Amendment to Final Cash Collateral Order) shall govern and control. 4

5 rbk Doc#260 Filed 03/2/18 Entered 03/2/18 16:25:01 Main Document Pg 5 of 8. To the extent any finding of fact can be construed as a conclusion of law, or any conclusion of law can be construed as a finding of fact, it is hereby deemed as such. # # # AGREED AS TO FORM AND SUBSTANCE: /s/ Ian T. Peck Ian T. Peck State Bar No David Staab State Bar No HAYNES AND BOONE, LLP 2323 Victory Avenue, Suite 700 Dallas, TX 7521 Telephone: Facsimile: ian.peck@haynesboone.com david.staab@haynesboone.com ATTORNEYS FOR DEBTOR -and- /s/ W. Steven Bryant W. Steven Bryant Texas Bar. No Federal I.D. No LOCKE LORD LLP 600 Congress Avenue, Ste Austin, Texas Telephone: (512) Facsimile: (512) sbryant@lockelord.com COUNSEL FOR SECURED CREDITOR -and- 5

6 rbk Doc#260 Filed 03/2/18 Entered 03/2/18 16:25:01 Main Document Pg 6 of /s/ Emily S. Chou Emily S. Chou Texas Bar No LEWIS BRISBOIS BISGAARD & SMITH LLP 2100 Ross Avenue, Suite 2000 Dallas, Texas Telephone: (214) Facsimile: (214) emily.chou@lewisbrisbois.com COUNSEL FOR THE COMMITTEE 6

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