IN THE UNITED STATES BANKRUPTCY COURT FOR THE WESTERN DISTRICT OF LOUISIANA LAFAYETTE DIVISION CHAPTER 11

Transcription

1 IN THE UNITED STATES BANKRUPTCY COURT FOR THE WESTERN DISTRICT OF LOUISIANA LAFAYETTE DIVISION IN RE: A&B VALVE AND PIPING SYSTEMS, L.L.C., et al., DEBTORS CASE NO (JOINT ADMINISTRATION REQUESTED) CHAPTER CHIEF JUDGE ROBERT SUMMERHAYS MOTION FOR ENTRY OF AN ORDER AUTHORIZING PAYMENT OF COMPENSATION COMMENSURATE WITH PRE-PETITION PAYMENTS TO SPECIFIED INSIDERS NOW INTO COURT, through undersigned counsel, comes, A&B Valve and Piping Systems, L.L.C. ( A&B ); Kimzey Casing Service, LLC ( KCS ); Sheffield GP, LLC; and Sheffield Holdings, LP, as debtors and debtors-in-possession (collectively, the Debtors ), and file this Motion for Entry of an Order Authorizing Payment of Compensation, Commensurate With Pre-Petition Payments, to Specified Insiders. (this Motion ) requesting entry of an order authorizing the payment of compensation, commensurate with pre-petition payments, to certain insiders of the Debtors specified herein, nunc pro tunc, as of the Petition Date (defined herein), as more fully provided hereinafter: Jurisdiction and Venue. The Court has jurisdiction over this matter pursuant to 28 U.S.C. 57 and 334. Venue is proper pursuant to 28 U.S.C. 408 and 409. This is a core proceeding The Debtors have concurrently filed a Motion for Order Under Bankruptcy Rule 05(b) Directing Joint Administration of Chapter Cases seeking the joint administration of the cases of Kimzey Casing Service, LLC (5-5337); Sheffield Holdings, LLC (5-5338); and Sheffield GP, LP (5-5339) with A&B Valve and Piping Systems, LLC (5-5336). GAMDE: #5 File 0/8/5 Enter 0/8/5 7:03:44 Main Document Pg of 8

2 pursuant to 28 U.S.C. 57(b)(2). This matter is governed by Local Bankruptcy Rule 206-2(B). 2. The statutory bases for the relief requested herein are sections 05(a), 363(b), 507(a)(4), 507(a)(5) and 4(e) of title of the United States Code U.S.C. 0, et seq. (the Bankruptcy Code ). Background 3. On October 6, 205 (the Petition Date ), each of the Debtors filed a voluntary petition for relief under Chapter of the Bankruptcy Code. The Debtors remain in possession of their property and are managing their businesses as debtors in possession pursuant to Sections 07(a) and 08 of the Bankruptcy Code. No trustee has been appointed and no official committee has been established in these cases. 4. This Court is referred to the Declaration of Ryan A. Maupin (the Declaration ) (ECF Doc. 3) for a detailed discussion of the factual background and circumstances surrounding the Debtors commencement of these chapter cases. 2 Relief Requested 5. Pursuant to Local Rule 206-2, the Debtors request the Court to enter an Order granting this Motion and provide the Debtors authority to compensate certain insiders. Basis for Relief 6. Local Rule of this Court provides, in relevant part: Absent specific authorization from the court, no compensation or other remuneration shall be paid, from assets of the estate, to any present or former insider, affiliate, officer, director or equity-security holder as set forth in U.S.C. 0. All applications for compensation under this rule shall be accompanied by a sworn disclosure, by the applicant, of all 2 All capitalized terms not specifically defined herein shall have the meaning ascribed to such terms in the Declaration. 2 GAMDE: #5 File 0/8/5 Enter 0/8/5 7:03:44 Main Document Pg 2 of 8

3 previous compensation, from any source, for services related to the debtor s proceeding. Further, all applications under this rule shall conform to the following sub-sections, where and as applicable: A. The Bankruptcy Court may authorize compensation, commensurate with prepetition salaries, to a director or an officer, other than one who is also an equity security holder, affiliate, or insider, as defined in Section 0 of the Bankruptcy Code, upon ex parte application, provided that written notice of the authorizing order shall be served in conformity with Local Bankruptcy Rule 400-(C), supra, and upon such other parties as the court may direct. The notice of the order shall state that objections to the order may be filed, and a hearing conducted, if and only if an application to discontinue such compensation, with a request for hearing, is timely filed. An ex parte application under this sub-section shall include a sworn declaration that the applicant is neither an affiliate, nor an insider, nor an equity security holder as those terms are defined in 0 of the Bankruptcy Code. B. The court may authorize compensation for equity security holders, insiders, or affiliates, under circumstances considered reasonable by the court, upon ex parte application provided that a hearing to confirm or revoke such authorization shall be conducted after written notice of the order is served and a hearing scheduled in accordance with Local Bankruptcy Rule The following individuals are the Debtors insiders 3 subject of this Motion: Dennis Cooley is President of A&B Valve and Piping Systems, L.L.C. 4 ; James Spearman is Executive Vice President of A&B Valve and Piping Systems, L.L.C. and holds a % membership interest in A&B Valve and Piping Systems, L.L.C. 5 ; Jordan Cooley is Vice President of Project Sales of A&B Valve and Piping Systems, L.L.C.; 3 As defined in Section 0(3)(B). 4 Dennis Cooley is presently employed by A&B under an Executive Employment Agreement dated December 0, 204 (the Cooley Contract ). The relief requested in this Motion is consistent with the compensation detailed in the Cooley Contract on a current basis. 5 James Spearman is presently employed by A&B under an Employment Agreement: James Spearman dated October 3, 2005 as subsequently amended on September 30, 2008; September 30, 20; and August 2, 203 (collectively, the Spearman Contract ). The relief requested in this Motion is consistent with the compensation detailed in the Spearman Contract on a current basis. 3 GAMDE: #5 File 0/8/5 Enter 0/8/5 7:03:44 Main Document Pg 3 of 8

4 James Walden is Vice President of Project Operations of A&B Valve and Piping Systems, L.L.C.; Kevin Vigneaux is Chief Financial Officer of A&B Valve and Piping Systems, L.L.C.; and Robert Fullop is President of Kimzey Casing Service, LLC. The Debtors insiders listed in this Paragraph 9(a) (f), inclusive, are collectively referred to as the Specified Insiders. 8. The Specified Insiders render services in favor of the Debtors which include, without limitation, management of the operations and assets, oversight of the administrative procedures, ordering and delivery of raw materials, and general maintenance of the operations. 9. The prepetition salaries for the Specified Insiders were: Dennis Cooley / President of A&B - James Spearman / Exec. Vice President of A&B - Jordan Cooley / Vice President of Project Sales for A&B- James Walden / Vice President of Project Operations for A&B- Kevin Vigneaux / Chief Financial Officer for A&B - Roberty Fullop / President of KCS - $200,000 per year ($7, bi-weekly) $200,000 per year ($7, bi-weekly) $25,000 per year ($4, bi-weekly) $00,000 per year ($3,846.5 bi-weekly) $50,000 per year ($5, bi-weekly) $80,000 per year ($6, bi-weekly) 0. The Specified Insiders are paid every two weeks in arrears with salary payments for A&B and KCS Insiders staggered such that A&B Insiders and the KCS Insider receive paychecks on alternating weeks in accordance with the Debtors regular payroll.. In addition to being able to participate in the employee health, life, disability and 40(k) programs which are more fully detailed in the Motion for Entry of an Order to (a) Pay all Outstanding Pre-Petition Wages, Salaries, Other Accrued Compensation, Expense 4 GAMDE: #5 File 0/8/5 Enter 0/8/5 7:03:44 Main Document Pg 4 of 8

5 Reimbursements, Benefits, and Related Amounts; and (b) Continue Specified Benefit Programs in the Ordinary Course of Business (ECF No. 6), certain Specified Insiders also received certain pre-petition fringe benefits (collectively, the Fringe Benefits ) and quarterly or annual bonuses ( Insider Bonuses ) as noted below: Specified Insider Quarterly Performance & Profitability Bonus Payments Guaranteed Annual Bonus Payments Monthly Car Allowance Dennis Cooley None None $,000 per month None James Spearman None $50,000 accrues during calendar year, paid at year end, Jordan Cooley James Walden $900 per month None $0,000 paid YTD $86,47 paid YTD None $,000 per month None Up to $33,000 due 6 $5,000 paid YTD None Accrued None None None Monthly Phone Allowance Kevin Vigneaux None None $800 per month $60.00 per month Robert Fullop None None None None The Fringe Benefits and Insider Bonuses are anticipated by these employees as part of their annual compensation to be paid in the ordinary course of the Company s business. 2. The Debtors request authority to make post-petition payments to the Specified Insiders, commensurate with pre-petition payments, as follows: (i) their monthly salaries, nunc pro tunc, as of the Petition Date, (ii) the Fringe Benefits; and (iii) the guaranteed Insider Bonus of James Spearman. 3. The roles played by the Specified Insiders are vital to ongoing operations of the Debtors considering the nature of the work performed for the Debtors and the managerial positions held. The Specified Insiders have substantial industry experience as well as direct 6 Currently being calculated. Additional bonus will not exceed $33, GAMDE: #5 File 0/8/5 Enter 0/8/5 7:03:44 Main Document Pg 5 of 8

6 experience with the Debtors and are instrumental to the Debtors success. 4. It is reasonable that the Specified Insiders continue to be compensated for their service and expertise consistent with the Debtors pre-petition practices. Importantly, the compensation requested herein is commensurate with the pre-petition compensation paid to the Specified Insiders. 5. The Debtors assert that the amounts the Debtors seek to pay herein to the Specified Insiders are reasonable and fairly compensate the Specified Insiders for the necessary services rendered and to be rendered to the Debtors. 6. The compensation sought herein is consistent with and accounted for in the budget attached to the Emergency Motion for an Order (i) Authorizing the Debtor to Obtain Post-Petition Financing Pursuant to U.S.C. 364(c) And 364(d), (ii) Authorizing the Debtor s Use of Cash Collateral Pursuant to U.S.C. 363(c); (iii) Granting Adequate Protection Pursuant to U.S.C. 36; and (iv) Scheduling a Final Hearing Pursuant to Bankruptcy Rule 400(c) which is being filed concurrently herewith. 7. No payment may be made to any insider except as otherwise authorized by the order authorizing the use of cash collateral and accompanying budget that are in effect as of the time such payment is to be made (or as otherwise authorized by the Court). 8. The Specified Insiders have been advised of Local Rule 206-2(D) and (E) which provide that any application under Local Rule may be terminated for good cause after notice and hearing. 6 GAMDE: #5 File 0/8/5 Enter 0/8/5 7:03:44 Main Document Pg 6 of 8

7 Declarations 9. The sworn disclosures of each of the Specified Insiders as required by Local Bankruptcy Rule are attached hereto and made a part hereof and identified herein, in EXHIBITS A F. Notice 20. Notice of this Motion has been given to all parties on the Special Notice List, including, without limitation: (i) the Office of the United States Trustee; (ii) the Debtors and their counsel; (iii) PNC Bank, National Association; (iv) 3K Partners, Ltd.; (v) Community Bank; (vi) Toyota Motor Credit; (vii) the twenty (20) largest unsecured creditors of A&B Valve and Piping Systems, L.L.C.; Kimzey Casing Service, LLC; Sheffield GP, LLC; and Sheffield Holdings, LP; and (viii) governmental agencies having a regulatory or statutory interest in these cases.in light of the nature of the relief requested herein, the Company submits that no other or further notice is necessary. No Previous Request 2. No previous motion for the relief requested herein has been made to this or any other Court. Hearing 22. Should this Court sign an order granting the relief sought in this Motion, the Debtors will serve written notice of such order and thereafter, pursuant to Local Bankruptcy Rule 206-2(B), notice a hearing in accordance with Local Bankruptcy Rule at which hearing the authorization granted by the order will be confirmed or revoked. 7 GAMDE: #5 File 0/8/5 Enter 0/8/5 7:03:44 Main Document Pg 7 of 8

8 WHEREFORE, the Debtors pray for an order authorizing the Debtors to make postpetition payments to the Specified Insiders, commensurate with pre-petition payments, as follows: (i) their monthly salaries, nunc pro tunc, as of the Petition Date, (ii) the Fringe Benefits; and (iii) the guaranteed Annual Bonus of James Spearman, and for such other just, legal, general, and/or equitable relief as this Court deems proper. Respectfully submitted, GORDON, ARATA, MCCOLLAM, DUPLANTIS & EAGAN, LLC By: _/s/ Louis M. Phillips Louis M. Phillips (La. Bar No. 0505) Peter A. Kopfinger (La. Bar No ) One American Place 30 Main Street, Suite 600 Baton Rouge, LA Telephone: (225) Facsimile: (225) AND Armistead M. Long (La. Bar No ) 400 East Kaliste Saloom Road, Suite 4200 Lafayette, Louisiana Phone: (337) AND Patrick Rick M. Shelby (La. Bar No. 3963) 20 St. Charles Avenue, 40 th Floor New Orleans, Louisiana Telephone: (504) 582- Proposed Attorneys for A&B Valve and Piping Systems, L.L.C.; Kimzey Casing Service, LLC; Sheffield GP, LLC; and Sheffield Holdings, LP 8 GAMDE: #5 File 0/8/5 Enter 0/8/5 7:03:44 Main Document Pg 8 of 8

9 #5- File 0/8/5 Enter 0/8/5 7:03:44 Exhibit A - Declaration of Dennis Cooley Pg of 2 IN THE UNITED STATES BANKRUPTCY COURT FOR THE WESTERN DISTRICT OF LOUISIANA LAFAYETTE DIVISION IN RE: A&B VALVE AND PIPING SYSTEMS, L.L.C., et al., DEBTORS CASE NO (JOINT ADMINISTRATION REQUESTED) CHAPTER CHIEF JUDGE ROBERT SUMMERHAYS DECLARATION OF DENNIS COOLEY IN SUPPORT OF MOTION FOR ENTRY OF AN ORDER AUTHORIZING PAYMENT OF COMPENSATION, COMMENSURATE WITH PRE-PETITION PAYMENTS, TO SPECIFIED INSIDERS I, Dennis Cooley, pursuant to section 746 of title 28 of the United States Code, hereby declare, under penalty of perjury, that the following is true and correct to the best of my knowledge, information, and belief:. I am of the full age of majority and possess the requisite legal capacity to make and sign this Declaration of Dennis Cooley in Support of Motion for Entry of an Order Authorizing Payment of Compensation, Commensurate With Pre-Petition Payments, to Specified Insiders (this Declaration ); 2. I am the President of A&B Valve and Piping Systems, L.L.C. ( A&B ), a debtor and debtor-in-possession in the above-captioned chapter bankruptcy case (the Case ); 3. Prior to October 6, 205 (the Petition Date ), I received compensation from A&B in the amount of $200,000 annually (paid at the bi-weekly rate of approximately $7, The Debtors have concurrently filed a Motion for Order Under Bankruptcy Rule 05(b) Directing Joint Administration of Chapter Cases seeking the joint administration of the cases of Kimzey Casing Service, LLC (5-5337); Sheffield Holdings, LLC (5-5338); and Sheffield GP, LP (5-5339) with A&B Valve and Piping Systems, LLC (5-5336).

10 #5- File 0/8/5 Enter 0/8/5 7:03:44 Exhibit A - Declaration of Dennis Cooley Pg 2 of 2 per pay period); 4. Prior to the Petition Date, and in addition to A&B s normal employee health, life, disability and 40(k) programs, I also received certain fringe benefits in the form of a $,000 monthly vehicle allowance; 5. The amounts requested to be paid to me in the Motion for Entry of an Order Authorizing Payment of Compensation, Commensurate with Pre-Petition Payments, to Specified Insiders (the Motion ) are consistent with compensation (and the manner by which such compensation was calculated) I received prior to the Petition Date; 6. I reviewed the Motion, to which this Declaration is attached and made a part of, and believe the statements and information provided in the Motion are true and correct to the best of my knowledge, information, and belief; 7. The services I rendered related to the Case were compiling and indirectly providing A&B s legal counsel with requested information; 8. In connection with the services I rendered related to the Case, I received no compensation or remuneration from: (i) A&B in excess of my customary salary, or (ii) any other source; and 9. This Declaration is submitted in accordance with Local Rule 206-2(B). Executed this 8th day of October, 205. By: /s/ Dennis Cooley Dennis Cooley, President A&B Valve & Piping Systems, L.L.C. 2

11 #5-2 File 0/8/5 Enter 0/8/5 7:03:44 Exhibit B - Declaration of James Spearman Pg of 2 IN THE UNITED STATES BANKRUPTCY COURT FOR THE WESTERN DISTRICT OF LOUISIANA LAFAYETTE DIVISION IN RE: A&B VALVE AND PIPING SYSTEMS, L.L.C., et al., DEBTORS CASE NO (JOINT ADMINISTRATION REQUESTED) CHAPTER CHIEF JUDGE ROBERT SUMMERHAYS DECLARATION OF JAMES SPEARMAN IN SUPPORT OF MOTION FOR ENTRY OF AN ORDER AUTHORIZING PAYMENT OF COMPENSATION, COMMENSURATE WITH PRE-PETITION PAYMENTS, TO SPECIFIED INSIDERS I, James Spearman, pursuant to section 746 of title 28 of the United States Code, hereby declare, under penalty of perjury, that the following is true and correct to the best of my knowledge, information, and belief:. I am of the full age of majority and possess the requisite legal capacity to make and sign this Declaration of James Spearman in Support of Motion for Entry of an Order Authorizing Payment of Compensation, Commensurate With Pre-Petition Payments, to Specified Insiders (this Declaration ); 2. I am the Executive Vice President of A&B Valve and Piping Systems, L.L.C. ( A&B ), a debtor and debtor-in-possession in the above-captioned chapter bankruptcy case (the Case ); 3. Prior to October 6, 205 (the Petition Date ), I received bi-weekly The Debtors have concurrently filed a Motion for Order Under Bankruptcy Rule 05(b) Directing Joint Administration of Chapter Cases seeking the joint administration of the cases of Kimzey Casing Service, LLC (5-5337); Sheffield Holdings, LLC (5-5338); and Sheffield GP, LP (5-5339) with A&B Valve and Piping Systems, LLC (5-5336).

12 #5-2 File 0/8/5 Enter 0/8/5 7:03:44 Exhibit B - Declaration of James Spearman Pg 2 of 2 compensation from A&B in the approximate amount of $7,692.3; 4. Prior to the Petition Date, and in addition to A&B s normal employee health, life, disability and 40(k) programs, I also received certain fringe benefits in the form of a $900 monthly vehicle allowance; 5. As a part of my annual salary, I receive a guaranteed annual bonus of $50,000. I have received $0,000 of the 205 bonus prior to the Petition Date. I am currently eligible to receive an additional $40,000 in guaranteed bonus payments in 205; 6. The amounts requested to be paid to me in the Motion for Entry of an Order Authorizing Payment of Compensation, Commensurate with Pre-Petition Payments, to Specified Insiders (the Motion ) are consistent with compensation (and the manner by which such compensation was calculated) I received prior to the Petition Date; 7. I reviewed the Motion, to which this Declaration is attached and made a part of, and believe the statements and information provided in the Motion are true and correct to the best of my knowledge, information, and belief; 8. The services I rendered related to the Case were compiling and indirectly providing A&B s legal counsel with requested information; 9. In connection with the services I rendered related to the Case, I received no compensation or remuneration from: (i) A&B in excess of my customary salary, or (ii) any other source; and 0. This Declaration is submitted in accordance with Local Rule 206-2(B). Executed this 8th day of October, 205. By: /s/ James Spearman James Spearman, Executive Vice President A&B Valve and Piping Systems, L.L.C. 2

13 #5-3 File 0/8/5 Enter 0/8/5 7:03:44 Exhibit C - Declaration of Jordan Cooley Pg of 3 IN THE UNITED STATES BANKRUPTCY COURT FOR THE WESTERN DISTRICT OF LOUISIANA LAFAYETTE DIVISION IN RE: A&B VALVE AND PIPING SYSTEMS, L.L.C., et al., DEBTORS CASE NO (JOINT ADMINISTRATION REQUESTED) CHAPTER CHIEF JUDGE ROBERT SUMMERHAYS DECLARATION OF JORDAN COOLEY IN SUPPORT OF MOTION FOR ENTRY OF AN ORDER AUTHORIZING PAYMENT OF COMPENSATION, COMMENSURATE WITH PRE-PETITION PAYMENTS, TO SPECIFIED INSIDERS I, Jordan Cooley, pursuant to section 746 of title 28 of the United States Code, hereby declare, under penalty of perjury, that the following is true and correct to the best of my knowledge, information, and belief:. I am of the full age of majority and possess the requisite legal capacity to make and sign this Declaration of Jordan Cooley in Support of Motion for Entry of an Order Authorizing Payment of Compensation, Commensurate With Pre-Petition Payments, to Specified Insiders (this Declaration ); 2. I am the Vice President of Project Sales of A&B Valve and Piping Systems, L.L.C. ( A&B ), a debtor and debtor-in-possession in the above-captioned chapter bankruptcy case (the Case ); The Debtors have concurrently filed a Motion for Order Under Bankruptcy Rule 05(b) Directing Joint Administration of Chapter Cases seeking the joint administration of the cases of Kimzey Casing Service, LLC (5-5337); Sheffield Holdings, LLC (5-5338); and Sheffield GP, LP (5-5339) with A&B Valve and Piping Systems, LLC (5-5336).

14 #5-3 File 0/8/5 Enter 0/8/5 7:03:44 Exhibit C - Declaration of Jordan Cooley Pg 2 of 3 3. Prior to October 6, 205 (the Petition Date ), I received bi-weekly compensation from A&B in the approximate gross amount of $4,807.69; 4. Prior to the Petition Date, and in addition to A&B s normal employee health, life, disability and 40(k) programs, I also received certain fringe benefits in the form of a $,000 monthly vehicle allowance; 5. Prior to the Petition Date, I have also received quarterly performance and profitability bonus payments and am currently eligible to receive up to an additional $33,000 in bonus payments in ; 6. The amounts requested to be paid to me in the Motion for Entry of an Order Authorizing Payment of Compensation, Commensurate with Pre-Petition Payments, to Specified Insiders (the Motion ) are consistent with compensation (and the manner by which such compensation was calculated) I received prior to the Petition Date; 7. I reviewed the Motion, to which this Declaration is attached and made a part of, and believe the statements and information provided in the Motion are true and correct to the best of my knowledge, information, and belief; 8. The services I rendered related to the Case were compiling and indirectly providing A&B s legal counsel with requested information; 9. In connection with the services I rendered related to the Case, I received no compensation or remuneration from: (i) A&B in excess of my customary salary, or (ii) any other source; and 2 Currently being calculated. Additional bonus will not exceed $33,000. 2

15 #5-3 File 0/8/5 Enter 0/8/5 7:03:44 Exhibit C - Declaration of Jordan Cooley Pg 3 of 3 0. This Declaration is submitted in accordance with Local Rule 206-2(B). Executed this 8th day of October, 205. By: /s/ Jordan Cooley Jordan Cooley, Vice President of Project Sales A&B Valve and Piping Systems, L.L.C. 3

16 #5-4 File 0/8/5 Enter 0/8/5 7:03:44 Exhibit D - Declaration of James Walden Pg of 2 IN THE UNITED STATES BANKRUPTCY COURT FOR THE WESTERN DISTRICT OF LOUISIANA LAFAYETTE DIVISION IN RE: A&B VALVE AND PIPING SYSTEMS, L.L.C., et al., DEBTORS CASE NO (JOINT ADMINISTRATION REQUESTED) CHAPTER CHIEF JUDGE ROBERT SUMMERHAYS DECLARATION OF JAMES WALDEN IN SUPPORT OF MOTION FOR ENTRY OF AN ORDER AUTHORIZING PAYMENT OF COMPENSATION, COMMENSURATE WITH PRE-PETITION PAYMENTS, TO SPECIFIED INSIDERS I, James Walden, pursuant to section 746 of title 28 of the United States Code, hereby declare, under penalty of perjury, that the following is true and correct to the best of my knowledge, information, and belief:. I am of the full age of majority and possess the requisite legal capacity to make and sign this Declaration of James Walden in Support of Motion for Entry of an Order Authorizing Payment of Compensation, Commensurate With Pre-Petition Payments, to Specified Insiders (this Declaration ); 2. I am the Vice President of Project Operations of A&B Valve and Piping Systems, L.L.C. ( A&B ), a debtor and debtor-in-possession in the above-captioned chapter bankruptcy case (the Case ); The Debtors have concurrently filed a Motion for Order Under Bankruptcy Rule 05(b) Directing Joint Administration of Chapter Cases seeking the joint administration of the cases of Kimzey Casing Service, LLC (5-5337); Sheffield Holdings, LLC (5-5338); and Sheffield GP, LP (5-5339) with A&B Valve and Piping Systems, LLC (5-5336).

17 #5-4 File 0/8/5 Enter 0/8/5 7:03:44 Exhibit D - Declaration of James Walden Pg 2 of 2 3. Prior to October 6, 205 (the Petition Date ), I received bi-weekly compensation from A&B in the approximate amount of $3,846.5; 4. Prior to the Petition Date, I have also received quarterly performance and profitability bonus payments in 205; 5. The amounts requested to be paid to me in the Motion for Entry of an Order Authorizing Payment of Compensation, Commensurate with Pre-Petition Payments, to Specified Insiders (the Motion ) are consistent with compensation (and the manner by which such compensation was calculated) I received prior to the Petition Date; 6. I reviewed the Motion, to which this Declaration is attached and made a part of, and believe the statements and information provided in the Motion are true and correct to the best of my knowledge, information, and belief; 7. The services I rendered related to the Case were compiling and indirectly providing A&B s legal counsel with requested information; 8. In connection with the services I rendered related to the Case, I received no compensation or remuneration from: (i) A&B in excess of my customary salary, or (ii) any other source; and 9. This Declaration is submitted in accordance with Local Rule 206-2(B). Executed this 8th day of October, 205. By: /s/ James Walden James Walden, Vice President of Project Operations A&B Valve and Piping Systems, L.L.C. 2

18 #5-5 File 0/8/5 Enter 0/8/5 7:03:44 Exhibit E - Declaration of Kevin Vigneaux Pg of 2 IN THE UNITED STATES BANKRUPTCY COURT FOR THE WESTERN DISTRICT OF LOUISIANA LAFAYETTE DIVISION IN RE: A&B VALVE AND PIPING SYSTEMS, L.L.C., et al., DEBTORS CASE NO (JOINT ADMINISTRATION REQUESTED) CHAPTER CHIEF JUDGE ROBERT SUMMERHAYS DECLARATION OF KEVIN VIGNEAUX IN SUPPORT OF MOTION FOR ENTRY OF AN ORDER AUTHORIZING PAYMENT OF COMPENSATION, COMMENSURATE WITH PRE-PETITION PAYMENTS, TO SPECIFIED INSIDERS I, Kevin Vigneaux, pursuant to section 746 of title 28 of the United States Code, hereby declare, under penalty of perjury, that the following is true and correct to the best of my knowledge, information, and belief:. I am of the full age of majority and possess the requisite legal capacity to make and sign this Declaration of Kevin Vigneaux in Support of Motion for Entry of an Order Authorizing Payment of Compensation, Commensurate With Pre-Petition Payments, to Specified Insiders (this Declaration ); 2. I am the Chief Financial Officer of A&B Valve and Piping Systems, L.L.C. ( A&B ), a debtor and debtor-in-possession in the above-captioned chapter bankruptcy case (the Case ); The Debtors have concurrently filed a Motion for Order Under Bankruptcy Rule 05(b) Directing Joint Administration of Chapter Cases seeking the joint administration of the cases of Kimzey Casing Service, LLC (5-5337); Sheffield Holdings, LLC (5-5338); and Sheffield GP, LP (5-5339) with A&B Valve and Piping Systems, LLC (5-5336).

19 #5-5 File 0/8/5 Enter 0/8/5 7:03:44 Exhibit E - Declaration of Kevin Vigneaux Pg 2 of 2 3. Prior to October 6, 205 (the Petition Date ), I received compensation from A&B in the amount of $50,000 annually (paid at the bi-weekly rate of approximately $5, per pay period); 4. Prior to the Petition Date, and in addition to A&B s normal employee health, life, disability and 40(k) programs, I also received certain fringe benefits in the form of a $800 monthly vehicle allowance and a $60 monthly telephone allowance; 5. The amounts requested to be paid to me in the Motion for Entry of an Order Authorizing Payment of Compensation, Commensurate with Pre-Petition Payments, to Specified Insiders (the Motion ) are consistent with compensation (and the manner by which such compensation was calculated) I received prior to the Petition Date; 6. I reviewed the Motion, to which this Declaration is attached and made a part of, and believe the statements and information provided in the Motion are true and correct to the best of my knowledge, information, and belief; 7. The services I rendered related to the Case were conferring with A&B s legal counsel and compiling and providing A&B s legal counsel with requested information; 8. In connection with the services I rendered related to the Case, I received no compensation or remuneration from: (i) A&B in excess of my customary salary, or (ii) any other source; and 9. This Declaration is submitted in accordance with Local Rule 206-2(B). Executed this 8th day of October, 205. By: /s/ Kevin Vigneaux Kevin Vigneaux, Chief Financial Officer A&B Valve and Piping Systems, L.L.C. 2

20 #5-6 File 0/8/5 Enter 0/8/5 7:03:44 Exhibit F - Declaration of Robert Fullop Pg of 2 IN THE UNITED STATES BANKRUPTCY COURT FOR THE WESTERN DISTRICT OF LOUISIANA LAFAYETTE DIVISION IN RE: A&B VALVE AND PIPING SYSTEMS, L.L.C., et al., DEBTORS CASE NO (JOINT ADMINISTRATION REQUESTED) CHAPTER CHIEF JUDGE ROBERT SUMMERHAYS DECLARATION OF ROBERT FULLOP IN SUPPORT OF MOTION FOR ENTRY OF AN ORDER AUTHORIZING PAYMENT OF COMPENSATION, COMMENSURATE WITH PRE-PETITION PAYMENTS, TO SPECIFIED INSIDERS I, Robert Fullop, pursuant to section 746 of title 28 of the United States Code, hereby declare, under penalty of perjury, that the following is true and correct to the best of my knowledge, information, and belief:. I am of the full age of majority and possess the requisite legal capacity to make and sign this Declaration of Robert Fullop in Support of Motion for Entry of an Order Authorizing Payment of Compensation, Commensurate With Pre-Petition Payments, to Specified Insiders (this Declaration ); 2. I am the President of Kimzey Casing Service, LLC ( KCS ), a debtor and debtorin-possession in the above-captioned chapter bankruptcy case (the Case ); 3. Prior to October 6, 205 (the Petition Date ), I received compensation from KCS in the amount of $80,000 annually (paid at the bi-weekly rate of approximately $6, The Debtors have concurrently filed a Motion for Order Under Bankruptcy Rule 05(b) Directing Joint Administration of Chapter Cases seeking the joint administration of the cases of Kimzey Casing Service, LLC (5-5337); Sheffield Holdings, LLC (5-5338); and Sheffield GP, LP (5-5339) with A&B Valve and Piping Systems, LLC (5-5336).

21 #5-6 File 0/8/5 Enter 0/8/5 7:03:44 Exhibit F - Declaration of Robert Fullop Pg 2 of 2 per pay period); 4. The amounts requested to be paid to me in the Motion for Entry of an Order Authorizing Payment of Compensation, Commensurate with Pre-Petition Payments, to Specified Insiders (the Motion ) are consistent with compensation (and the manner by which such compensation was calculated) I received prior to the Petition Date; 5. I reviewed the Motion, to which this Declaration is attached and made a part of, and believe the statements and information provided in the Motion are true and correct to the best of my knowledge, information, and belief; 6. The services I rendered related to the Case were compiling and indirectly providing A&B s legal counsel with requested information; 7. In connection with the services I rendered related to the Case, I received no compensation or remuneration from: (i) KCS in excess of my customary salary, or (ii) any other source; and 8. This Declaration is submitted in accordance with Local Rule 206-2(B). Executed this 8th day of October, 205. By: /s/ Robert Fullop Robert Fullop, President, Kimzey Casing Service, LLC 2

22 IN THE UNITED STATES BANKRUPTCY COURT FOR THE WESTERN DISTRICT OF LOUISIANA LAFAYETTE DIVISION IN RE: A&B VALVE AND PIPING SYSTEMS, L.L.C., et al., DEBTORS CASE NO (JOINTLY ADMINISTERED) CHAPTER CHIEF JUDGE ROBERT SUMMERHAYS ORDER AUTHORIZING PAYMENT OF SPECIFIED INSIDERS COMPENSATION CONSIDERING the Motion for Entry of an Order Authorizing Payment of Compensation, Commensurate with Pre-Petition Payments, to Specified Insiders 2 (the Motion ), (ECF Doc. ), filed by A&B Valve and Piping Systems, L.L.C.; Kimzey Casing Service, LLC; Sheffield GP, LLC; and Sheffield Holdings, LP (collectively, the Debtors ), the Kimzey Casing Service, LLC (5-5337); Sheffield GP, LLC (5-5339); and Sheffield Holdings, LP (5-5338) are being jointly administered with A&B Valve and Piping Systems, LLC (5-5336) pursuant to a court order (EFC No. ) entered on October, The Specified Insiders collectively are: Dennis Cooley, James Spearman, Jordan Cooley, James Walden, Kevin Vigneaux and Robert Fullop #5-7 File 0/8/5 Enter 0/8/5 7:03:44 Proposed Order Pg of 4

23 reasons orally assigned in open court after interim hearing upon the Motion, the law and evidence being in favor thereof, and notice being proper: IT IS ORDERED that the Motion is GRANTED; IT IS FURTHER ORDERED that the Debtors are authorized to pay the Specified Insiders salaries, for post-petition services to the Company, nunc pro tunc, as of October 6, 205 (the Petition Date ), at the following rates: a. Dennis Cooley / President of A&B - $200,000 per year ($7, bi-weekly) b. James Spearman / Exec. Vice President of A&B - $200,000 per year ($7, bi-weekly) c. Jordan Cooley / Vice President of Project Sales for A&B- $25,000 per year ($4, bi-weekly) d. James Walden / Vice President of Project Operations for A&B- $00,000 per year ($3,846.5 bi-weekly) e. Kevin Vigneaux / Chief Financial Officer for A&B - $50,000 per year ($5, bi-weekly) f. Roberty Fullop / President of KCS - $80,000 per year ($6, bi-weekly) IT IS FURTHER ORDERED that the Debtors are authorized to pay and continue to provide Fringe Benefits and Insider Bonuses, as defined in the Motion, commensurate with prepetition practices, to the Specified Insiders, for post-petition services to the Company, nunc pro tunc, as of the Petition Date, in the following amounts; Specified Insider Quarterly Performance & Profitability Bonus Payments Guaranteed Annual Bonus Payments Car Allowance Dennis Cooley None None $,000 per month None James Spearman None $50,000 accrues during $900 per month None calendar year, paid at year end, $0,000 paid YTD Jordan Cooley Not to exceed $33,000 None $,000 per month None Phone Allowance #5-7 File 0/8/5 Enter 0/8/5 7:03:44 Proposed Order Pg 2 of 4

24 James Walden None None None None Kevin Vigneaux None None $800 per month $60.00 per month Robert Fullop None None None None IT IS FURTHER ORDERED that the Debtors shall serve a copy of this Order upon Notice of this Motion has been provided to: (i) the Office of the United States Trustee; (ii) the Debtors and their counsel; (iii) any party whose interests are directly affected by a specific pleading; (iv) those persons who have formally appeared and requested notice and service in this proceeding pursuant to Bankruptcy Rules 900(b) and 2002; (v) counsel for and the members of any official committees appointed by this Court; (vi) PNC Bank, National Association; (vii) Tyler E. Kimzey and Trisha Kimsey: (d) 3K Partners, Ltd.; (viii) Community Bank; (ix) Toyota Motor Credit; (x) the twenty (20) largest unsecured creditors of the Debtors on a consolidated basis; and (xi) governmental agencies having a regulatory or statutory interest in these cases. IT IS FURTHER ORDERED that pursuant to Local Rule 206-2(B), a final hearing upon the Motion is set for 205 at O Clock.m. prevailing central time, if and only if, any party seeking to revoke this Order files an objection to the Motion on or before, 205. # # # GORDON, ARATA, MCCOLLAM, DUPLANTIS & EAGAN, LLC By: _/s/ Louis M. Phillips Louis M. Phillips (La. Bar No. 0505) Peter A. Kopfinger (La. Bar No ) One American Place 30 Main Street, Suite 600 Baton Rouge, LA Telephone: (225) Facsimile: (225) #5-7 File 0/8/5 Enter 0/8/5 7:03:44 Proposed Order Pg 3 of 4

25 AND Gerald H. Schiff (La. Bar No. 775) Armistead M. Long (La. Bar No ) 400 East Kaliste Saloom Road, Suite 4200 Lafayette, Louisiana Phone: (337) AND Patrick Rick M. Shelby (La. Bar No. 3963) 20 St. Charles Avenue, 40 th Floor New Orleans, Louisiana Telephone: (504) 582- Proposed Attorneys for A&B Valve and Piping Systems, L.L.C.; Kimzey Casing Service, LLC; Sheffield GP, LLC; and Sheffield Holdings, LP #5-7 File 0/8/5 Enter 0/8/5 7:03:44 Proposed Order Pg 4 of 4