Case Document 160 Filed in TXSB on 01/30/17 Page 1 of 17

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1 Case Document 160 Filed in TXSB on 01/30/17 Page 1 of 17 IN THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF TEXAS HOUSTON DIVISION In re: Chapter 11 MEMORIAL PRODUCTION Case No PARTNERS LP, et al., (Jointly Administered) Debtors. 1 MOTION OF DEBTORS PURSUANT TO 11 U.S.C. 330 AND 331 TO ESTABLISH PROCEDURES FOR INTERIM COMPENSATION AND REIMBURSEMENT OF EXPENSES FOR PROFESSIONALS A HEARING WILL BE CONDUCTED ON THIS MATTER ON FEBRUARY 27, 2017 AT 2:00 PM AT THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF TEXAS, 515 RUSK AVENUE, HOUSTON, TEXAS 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 WITHIN TWENTY-ONE DAYS FROM THE DATE YOU WERE SERVED WITH 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. REPRESENTED PARTIES SHOULD ACT THROUGH THEIR ATTORNEYS. Memorial Production Partners LP ( MEMP ) and its debtor affiliates in the above-captioned chapter 11 cases, as debtors and debtors in possession (collectively, the Debtors ), respectfully represent as follows in support of this motion (this Motion ): 1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor s federal tax identification number, as applicable, are: Memorial Production Partners LP (6667); Memorial Production Partners GP LLC; MEMP Services LLC (1887); Memorial Production Operating LLC; Memorial Production Finance Corporation (3356); WHT Energy Partners LLC; WHT Carthage LLC; Memorial Midstream LLC; Beta Operating Company, LLC; Columbus Energy, LLC; Rise Energy Operating, LLC; Rise Energy Minerals, LLC; Rise Energy Beta, LLC; San Pedro Bay Pipeline Company (1234); and Memorial Energy Services LLC. The Debtors mailing address is 500 Dallas Street, Suite 1600, Houston, Texas

2 Case Document 160 Filed in TXSB on 01/30/17 Page 2 of 17 Relief Requested 1. Pursuant to sections 330 and 331 of title 11 of the United States Code (the Bankruptcy Code ), Rule 2016 of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules ), and Rule of the Bankruptcy Local Rules for the Southern District of Texas (the Local Rules ), the Debtors request that the Court establish an orderly and regular process for the monthly allowance and payment of compensation and reimbursement of expenses (the Interim Compensation Procedures ) for professionals whose services are authorized by this Court pursuant to section 327 or 1103 of the Bankruptcy Code and who will be required to file applications for allowance of compensation and reimbursement of expenses pursuant to sections 330 and 331 of the Bankruptcy Code and Bankruptcy Rule 2016(a). In addition, to the extent any statutory committee is appointed, the Debtors seek approval of a procedure for reimbursement of reasonable and documented out-of-pocket expenses incurred by members of any statutory committee appointed in these chapter 11 cases. 2. A proposed form of order granting the relief requested herein is annexed hereto as Exhibit A (the Proposed Order ). Jurisdiction 3. This Court has jurisdiction to consider this matter pursuant to 28 U.S.C This is a core proceeding pursuant to 28 U.S.C. 157(b). Venue is proper before this Court pursuant to 28 U.S.C and Background 4. On January 16, 2017 (the Petition Date ), each of the Debtors commenced with this Court a voluntary case under chapter 11 of the Bankruptcy Code. The Debtors continue to operate their business and manage their properties as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. No trustee, examiner, or 2

3 Case Document 160 Filed in TXSB on 01/30/17 Page 3 of 17 statutory committee of creditors has been appointed in these chapter 11 cases. The Debtors chapter 11 cases are being jointly administered for procedural purposes pursuant to Bankruptcy Rule 1015(b) and Local Rule Additional information regarding the circumstances leading to the commencement of these chapter 11 cases and information regarding the Debtors business and capital structure is set forth in the Declaration of Robert L. Stillwell, Jr. in Support of the Debtors Chapter 11 Petitions and Related Requests for Relief (the Stillwell Declaration ) (ECF No. 17). Retention of Professionals 6. Given the size and complex nature of these chapter 11 cases, the Debtors require the assistance of a number of professionals to efficiently manage these proceedings and to successfully and timely emerge from chapter 11. Accordingly, the Debtors have filed (or will soon file) separate applications with the Court to employ and retain a number of professionals, including, without limitation, (i) Weil, Gotshal & Manges LLP, as attorneys to represent them in these chapter 11 cases, (ii) Perella Weinberg Partners LP, as financial advisor, (iii) AlixPartners, LLP, as restructuring consultants, (iv) KPMG LLP as the Debtors accountants, and (v) Rust Consulting/Omni Bankruptcy as claims and noticing agent (collectively, the Debtors Professionals ). The Debtors may also need to retain additional professionals in connection with the administration of the chapter 11 cases. 2 2 Contemporaneously herewith, the Debtors filed a motion pursuant to sections 105(a), 327, 328, and 330 of the Bankruptcy Code seeking authority to employ certain professionals used in the ordinary course of business (each, an Ordinary Course Professional ). Pursuant to the relief requested in such motion, Ordinary Course Professionals would not need to file individual retention applications and would be paid in full without interim or final fee applications, subject to monthly and aggregate caps on fees and expenses. Any Ordinary Course Professional seeking payment of fees exceeding the monthly cap will be required to file a fee application pursuant to the procedures set forth in the Proposed Order. 3

4 Case Document 160 Filed in TXSB on 01/30/17 Page 4 of The Debtors believe that establishing orderly procedures to pay the Debtors Professionals and attorneys and other professionals whose retentions are approved by this Court pursuant to sections 327 or 1103 of the Bankruptcy Code, including professionals retained by an official committee, if any, and who will be required to file applications for allowance of compensation and reimbursement of expenses pursuant to sections 330 and 331 of the Bankruptcy Code (collectively and together with the Debtors Professionals, the Retained Professionals ) will streamline the administration of these chapter 11 cases and otherwise promote efficiency for the Court, the Office of the United States Trustee for Region 7 (the U.S. Trustee ), and all parties in interest. A streamlined process for serving interim fee applications and notices thereof will facilitate efficient review of the Retained Professionals fees and expenses while saving the Debtors unnecessary copying and mailing expenses. Proposed Compensation and Reimbursement Procedures 8. The Debtors propose that the payment of compensation and reimbursement of expenses of Retained Professionals be structured as follows: (i) On or before the last day of each month following the month for which compensation is sought, each Retained Professional seeking compensation shall send a monthly statement (the Monthly Statement ), by or hand delivery, to the following parties: (a) (b) (c) (d) the Debtors c/o Memorial Production Partners LP, Attn: Jason Childress, Esq. (jchildress@memorialpp.com); the proposed attorneys for the Debtors, Weil, Gotshal & Manges LLP, Attn: Gary Holtzer, Esq., Joseph Smolinsky, Esq., and Alfredo Pérez, Esq. (gary.holtzer@weil.com, joseph.smolinsky@weil.com, alfredo.perez@weil.com); the Office of the United States Trustee for the Southern District of Texas, Attn: Christine A. March (christine.a.march@usdoj.gov); the attorneys for Wells Fargo Bank, National Association, as administrative agent (the Prepetition Agent ) under that certain Credit Agreement, dated as of December 14, 2011, as 4

5 Case Document 160 Filed in TXSB on 01/30/17 Page 5 of 17 (e) amended, Linklaters LLP, Attn: Margot Schonholtz, Esq. and Penelope Jensen, Esq. (margot.schonholtz@linklaters.com, penelope.jensen@linklaters.com), and Vinson & Elkins LLP, Attn: Paul Heath, Esq. and Bradley Foxman, Esq. (pheath@velaw.com, bfoxman@velaw.com); the attorneys for the ad hoc group of unsecured noteholders, Davis Polk & Wardwell LLP, Attn: Brian Resnick, Esq. and Angela Libby, Esq. (brian.resnick@davispolk.com, angela.libby@davispolk.com); and (f) the attorneys for any statutory committee appointed in these chapter 11 cases. (collectively, the Fee Notice Parties ). (ii) (iii) Each Fee Notice Party shall have 15 days after delivery of a Monthly Statement to review it. Upon expiration of such 15-day period, the Debtors are authorized and directed to pay the Retained Professional an amount (the Actual Monthly Payment ) equal to 80% of the fees and 100% of the expenses requested in the applicable Monthly Statement (the total amount requested being the Maximum Monthly Payment ) that are not subject to an objection pursuant to subparagraph (iii) below. If a Fee Notice Party objects to a Monthly Statement, the objecting party shall, within 15 days after delivery of the Monthly Statement, deliver via a written notice upon the respective Retained Professional and each of the other Fee Notice Parties (the Notice of Objection to Monthly Statement ) setting forth with reasonable detail the nature of the objection and the amount at issue. Thereafter, the objecting party and the Retained Professional shall attempt to resolve the objection on a consensual basis. If the parties reach an agreement, the Debtors shall promptly pay 80% of the agreed-upon fees and 100% of the agreed-upon expenses. If, however, the parties are unable to reach a resolution of the objection within 15 days after delivery of the Notice of Objection to Monthly Statement, the objecting party shall file its objection (the Objection ) with the Court within three (3) business days and serve such Objection on the respective Retained Professional and each of the other Fee Notice Parties. Thereafter, the Retained Professional may either (i) file with the Court a response to the Objection, together with a request for payment of the difference, if any, between the Maximum Monthly Payment and the Actual Monthly Payment made to the affected Retained Professional (the Disputed Amount ), or (ii) forego payment of the Disputed Amount until the next hearing on an Interim Fee Application or Final Fee Application (each as defined herein), at 5

6 Case Document 160 Filed in TXSB on 01/30/17 Page 6 of 17 which time the Court will consider the Objection, if requested by the parties. (iv) (v) (vi) Beginning with the period ending on April 30, 2017, and at three month intervals thereafter (each, an Interim Fee Period ), each of the Retained Professionals shall file with the Court and serve on the Fee Notice Parties an interim fee application (each an Interim Fee Application ) for payment of compensation and reimbursement of expenses sought in the Monthly Statements served during such period and prepared in accordance with the Interim Compensation Procedures. Fee Notice Parties will have 14 days after service of an Interim Fee Application, which service may be by , to object thereto. The first Interim Fee Application shall cover the Interim Fee Period from the Petition Date through and including April 30, Notwithstanding anything to the contrary in the Interim Compensation Procedures, a Retained Professional may file a fee application in accordance with any procedures established by a chapter 11 plan filed in these cases and confirmed by the Court. The Debtors will request that the Court set a hearing on Interim Fee Applications once every three (3) months or at such other intervals as the Court deems appropriate. The Court, in its discretion, may approve an uncontested Interim Fee Application without the need for a hearing if no Objections are timely filed. Upon allowance by the Court of a Retained Professional s Interim Fee Application, the Debtors shall be authorized to promptly pay such Retained Professional all requested fees (including the 20% holdback) and expenses not previously paid. The pendency of an Objection to payment of compensation or reimbursement of expenses will not disqualify a Retained Professional from the future payment of compensation or reimbursement of expenses under these Compensation Procedures, unless otherwise ordered by the Court. 9. The Debtors further request that the Court limit service of Interim Fee Application and final fee applications (each, a Final Fee Application, and together with the Interim Fee Applications, the Applications ) to the Fee Notice Parties. The Debtors further request that all other parties that have filed a notice of appearance with the Clerk of this Court and requested notice of pleadings in these chapter 11 cases shall be entitled to receive only notice of hearings on the Applications (the Hearing Notices ). Serving the Applications and the Hearing Notices in this manner will permit the parties most active in these chapter 11 cases to 6

7 Case Document 160 Filed in TXSB on 01/30/17 Page 7 of 17 review and object to the Retained Professionals fees and will save unnecessary duplications and mailing expenses. Basis for Relief Requested 10. Pursuant to section 331 of the Bankruptcy Code, all Retained Professionals are entitled to submit applications for interim compensation and reimbursement of expenses every 120 days, or more often if the Court permits. Section 331 of the Bankruptcy Code provides in relevant part as follows: A trustee, an examiner, a debtor s attorney, or any professional person employed under section 327 or 1103 of this title may apply to the court not more than once every 120 days after an order for relief in a case under this title, or more often if the court permits, for such compensation for services rendered before the date of such an application or reimbursement for expenses incurred before such date as is provided under section 330 of this title. 11 U.S.C Section 105(a) of the Bankruptcy Code authorizes the Court to issue any order that is necessary or appropriate to carry out the provisions of the Bankruptcy Code. Id. 105(a). Thus, the Court has ample authority to enter an order authorizing the Interim Compensation Procedures requested herein. 11. The proposed Interim Compensation Procedures would enable the Debtors to closely monitor the costs of administration, forecast cash flows, and implement efficient cash management procedures. They would also allow the Court and key parties in interest, including the U.S. Trustee, to ensure the reasonableness and necessity of the compensation and reimbursement requested. 12. Courts in this District have granted similar relief to that requested herein in a number of cases. See, e.g., In re Goodrich Petroleum Corp., Ch. 11 Case No (MI) (Bankr. S.D. Tex. July 1, 2016) (ECF No. 367); In re Midstates Petroleum Co., Ch. 11 Case No (DRJ) (Bankr. S.D. Tex. July 1, 2016) (ECF No. 327); In re Ultra Petroleum 7

8 Case Document 160 Filed in TXSB on 01/30/17 Page 8 of 17 Corp., Ch. 11 Case No (MI) (Bankr. S.D. Tex. June 14, 2016) (ECF No. 295); In re Energy XXI Ltd., Ch. 11 Case No (DRJ) (Bankr. S.D. Tex. June 7, 2016) (ECF No. 409); In re Juniper GTL LLC, Ch. 11 Case No (MI) (Bankr. S.D. Tex. May 9, 2016) (ECF No. 117); In re Sherwin Alumina Co., Ch. 11 Case No (DRJ) (Bankr. S.D. Tex. Feb. 24, 2016) (ECF No. 337). 13. Based upon the foregoing, the Debtors submit that the relief requested herein is appropriate and in the best interest of the Debtors estates, creditors, and all parties in interest, and, therefore should be granted in these chapter 11 cases. Notice 14. No trustee, examiner, or statutory committee of creditors has been appointed in these chapter 11 cases. Notice of this Motion has been provided to (i) the Office of the United States Trustee for Region 7; (ii) the Debtors 30 largest unsecured creditors on a consolidated basis; (iii) the Prepetition Agent; (iv) Linklaters LLP, 1345 Avenue of the Americas, New York, New York (Attn: Margot Schonholtz, Esq. and Penelope Jensen, Esq.) as counsel to the Prepetition Agent; (v) Vinson & Elkins LLP, 2001 Ross Avenue, Suite 3700, Dallas, TX (Attn: Paul Heath, Esq. and Bradley Foxman, Esq.) as counsel to the Prepetition Agent; (vi) Davis Polk & Wardwell LLP, 450 Lexington Avenue, New York, NY (Attn: Brian Resnick, Esq. and Angela Libby Esq.) as counsel to the ad hoc group of unsecured noteholders; (vii) Wilmington Trust, National Association, as successor trustee under (a) that certain Indenture, dated as of April 17, 2013, for the issuance of 7 5/8% Senior Notes due 2021, as amended and supplemented, and (b) that certain Indenture, dated as of July 17, 2014, for the issuance of 6 7/8% Senior Notes due 2022, as amended and supplemented; (viii) Stroock & Stroock & Lavan LLP, 180 Maiden Lane, New York, New York (Attn: Erez E. Gilad, Esq.) as counsel to Wilmington Trust, National Association; (ix) the Securities 8

9 Case Document 160 Filed in TXSB on 01/30/17 Page 9 of 17 and Exchange Commission; (x) the Internal Revenue Service; (xi) the United States Attorney s Office for the Southern District of Texas; and (xii) those persons who have formally appeared in these chapter 11 cases and requested service pursuant to Bankruptcy Rule In addition to the foregoing, notice of this Motion and any order entered hereon will be served on all parties required by Local Rule (d) (collectively with the parties listed in the preceding paragraph, the Notice Parties ). Based on the urgency of the circumstances surrounding this Motion and the nature of the relief requested herein, the Debtors respectfully submit that no further notice is required. WHEREFORE the Debtors respectfully request entry of the Proposed Order granting the relief requested herein and such other and further relief as the Court may deem just and appropriate Dated: January 30, 2017 Houston, Texas /s/ Alfredo R. Pérez WEIL, GOTSHAL & MANGES LLP Alfredo R. Pérez ( ) 700 Louisiana Street, Suite 1700 Houston, Texas Telephone: (713) Facsimile: (713) and- WEIL, GOTSHAL & MANGES LLP Gary T. Holtzer (admitted pro hac vice) Joseph H. Smolinsky (admitted pro hac vice) 767 Fifth Avenue New York, New York Telephone: (212) Facsimile: (212) Proposed Attorneys for the Debtors and Debtors in Possession 9

10 Case Document 160 Filed in TXSB on 01/30/17 Page 10 of 17 Certificate of Service I hereby certify that a true and correct copy of the foregoing document was served by the Electronic Case Filing System for the United States Bankruptcy Court for the Southern District of Texas. /s/ Alfredo R. Pérez WEIL, GOTSHAL & MANGES LLP Alfredo R. Pérez ( ) 700 Louisiana Street, Suite 1700 Houston, Texas Telephone: (713) Facsimile: (713)

11 Case Document 160 Filed in TXSB on 01/30/17 Page 11 of 17 Exhibit A Proposed Order

12 Case Document 160 Filed in TXSB on 01/30/17 Page 12 of 17 IN THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF TEXAS HOUSTON DIVISION In re: Chapter 11 MEMORIAL PRODUCTION Case No PARTNERS LP, et al., (Jointly Administered) Debtors. 1 Re: Docket No. ORDER PURSUANT TO 11 U.S.C. 330 AND 331 ESTABLISHING PROCEDURES FOR INTERIM COMPENSATION AND REIMBURSEMENT OF EXPENSES OF PROFESSIONALS Upon the Motion, dated January 30, 2017 (the Motion ), 2 of Memorial Production Partners LP ( MEMP ) and its debtor affiliates, as debtors and debtors in possession (collectively, the Debtors ), for an order establishing the Interim Compensation Procedures for professionals whose services are authorized by this Court pursuant to sections 327 or 1103 of the Bankruptcy Code and who will be required to file applications for allowance of compensation and reimbursement of expenses pursuant to sections 330 and 331 of the Bankruptcy Code and Bankruptcy Rule 2016(a), as more fully set forth in the Motion; and upon consideration of the Stillwell Declaration; and the Court having jurisdiction to consider the Motion and the relief requested therein pursuant to 28 U.S.C. 1334; and consideration of the Motion and the 1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor s federal tax identification number, as applicable, are: Memorial Production Partners LP (6667); Memorial Production Partners GP LLC; MEMP Services LLC (1887); Memorial Production Operating LLC; Memorial Production Finance Corporation (3356); WHT Energy Partners LLC; WHT Carthage LLC; Memorial Midstream LLC; Beta Operating Company, LLC; Columbus Energy, LLC; Rise Energy Operating, LLC; Rise Energy Minerals, LLC; Rise Energy Beta, LLC; San Pedro Bay Pipeline Company (1234); and Memorial Energy Services LLC. The Debtors mailing address is 500 Dallas Street, Suite 1600, Houston, Texas Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to such terms in the Motion.

13 Case Document 160 Filed in TXSB on 01/30/17 Page 13 of 17 requested relief being a core proceeding pursuant to 28 U.S.C. 157(b); and venue being proper before this Court pursuant to 28 U.S.C and 1409; and due and proper notice of the Motion having been provided to the Notice Parties, and it appearing that no other or further notice need be provided; and the Court having reviewed the Motion; and the Court having held a hearing on the Motion on February 27, 2017; and the Court having determined that the legal and factual bases set forth in the Motion establish just cause for the relief granted herein; and it appearing that the relief requested in the Motion is in the best interests of the Debtors and their respective estates and creditors; and upon all of the proceedings had before the Court and after due deliberation and sufficient cause appearing therefor, IT IS HEREBY ORDERED THAT: 1. Except as may otherwise be provided by orders of this Court authorizing the retention of specific professionals, all Retained Professionals, and members of any statutory committee of creditors may seek interim compensation and/or reimbursement of expenses in accordance with the following Interim Compensation Procedures: (i) On or before the last day of each month following the month for which compensation is sought, each Retained Professional seeking compensation shall send a monthly statement (the Monthly Statement ), by or hand delivery, to the following parties: (a) (b) (c) (d) the Debtors c/o Memorial Production Partners LP, Attn: Jason Childress, Esq. (jchildress@memorialpp.com); the proposed attorneys for the Debtors, Weil, Gotshal & Manges LLP, Attn: Gary Holtzer, Esq., Joseph Smolinsky, Esq., and Alfredo Pérez, Esq. (gary.holtzer@weil.com, joseph.smolinsky@weil.com, alfredo.perez@weil.com); the Office of the United States Trustee for the Southern District of Texas, Attn: Christine A. March (christine.a.march@usdoj.gov); the attorneys for Wells Fargo Bank, National Association, as administrative agent (the Prepetition Agent ) under that certain Credit Agreement, dated as of December 14, 2011, as 2

14 Case Document 160 Filed in TXSB on 01/30/17 Page 14 of 17 (e) amended, Linklaters LLP, Attn: Margot Schonholtz, Esq. and Penelope Jensen, Esq. and Vinson & Elkins LLP, Attn: Paul Heath, Esq. and Bradley Foxman, Esq. the attorneys for the ad hoc group of unsecured noteholders, Davis Polk & Wardwell LLP, Attn: Brian Resnick, Esq. and Angela Libby, Esq. and (f) the attorneys for any statutory committee appointed in these chapter 11 cases. (collectively, the Fee Notice Parties ). (ii) (iii) Each Fee Notice Party shall have 15 days after delivery of a Monthly Statement to review it. Upon expiration of such 15-day period, the Debtors are authorized and directed to pay the Retained Professional an amount (the Actual Monthly Payment ) equal to 80% of the fees and 100% of the expenses requested in the applicable Monthly Statement (the total amount requested being the Maximum Monthly Payment ) that are not subject to an objection pursuant to subparagraph (iii) below. If a Fee Notice Party objects to a Monthly Statement, the objecting party shall, within 15 days after delivery of the Monthly Statement, deliver via a written notice upon the respective Retained Professional and each of the other Fee Notice Parties (the Notice of Objection to Monthly Statement ) setting forth with reasonable detail the nature of the objection and the amount at issue. Thereafter, the objecting party and the Retained Professional shall attempt to resolve the objection on a consensual basis. If the parties reach an agreement, the Debtors shall promptly pay 80% of the agreed-upon fees and 100% of the agreed-upon expenses. If, however, the parties are unable to reach a resolution of the objection within 15 days after delivery of the Notice of Objection to Monthly Statement, the objecting party shall file its objection (the Objection ) with the Court within three (3) business days and serve such Objection on the respective Retained Professional and each of the other Fee Notice Parties. Thereafter, the Retained Professional may either (i) file with the Court a response to the Objection, together with a request for payment of the difference, if any, between the Maximum Monthly Payment and the Actual Monthly Payment made to the affected Retained Professional (the Disputed Amount ), or (ii) forego payment of the Disputed Amount until the next hearing on an Interim Fee Application or Final Fee Application (each as defined herein), at 3

15 Case Document 160 Filed in TXSB on 01/30/17 Page 15 of 17 which time the Court will consider the Objection, if requested by the parties. (iv) (v) (vi) Beginning with the period ending on April 30, 2017, and at three month intervals thereafter (each, an Interim Fee Period ), each of the Retained Professionals shall file with the Court and serve on the Fee Notice Parties an interim fee application (each an Interim Fee Application ) for payment of compensation and reimbursement of expenses sought in the Monthly Statements served during such period and prepared in accordance with the Interim Compensation Procedures. Fee Notice Parties will have 14 days after service of an Interim Fee Application, which service may be by , to object thereto. The first Interim Fee Application shall cover the Interim Fee Period from the Petition Date through and including April 30, Notwithstanding anything to the contrary in the Interim Compensation Procedures, a Retained Professional may file a fee application in accordance with any procedures established by a chapter 11 plan filed in these cases and confirmed by the Court. The Debtors will request that the Court set a hearing on Interim Fee Applications once every three (3) months or at such other intervals as the Court deems appropriate. The Court, in its discretion, may approve an uncontested Interim Fee Application without the need for a hearing if no Objections are timely filed. Upon allowance by the Court of a Retained Professional s Interim Fee Application, the Debtors shall be authorized to promptly pay such Retained Professional all requested fees (including the 20% holdback) and expenses not previously paid. The pendency of an Objection to payment of compensation or reimbursement of expenses will not disqualify a Retained Professional from the future payment of compensation or reimbursement of expenses under these Compensation Procedures, unless otherwise ordered by the Court. 2. Neither (a) the payment of or the failure to pay, in whole or in part, a Monthly Statement nor (b) the filing of or failure to file an Objection with the Court will bind any party in interest or the Court with respect to the Final Fee Applications. All fees and expenses paid to Retained Professionals under the Compensation Procedures are subject to challenge and disgorgement until final allowance by the Court. 3. In each Interim Fee Application and the Final Fee Application all attorneys who have been or are hereafter retained pursuant to sections 327 or 1103 of the 4

16 Case Document 160 Filed in TXSB on 01/30/17 Page 16 of 17 Bankruptcy Code, unless such attorney is retained by the Debtors pursuant to the any interim or final order entered in relation to the Motion of Debtors Pursuant to 11 U.S.C. 105(a), 327, 328, and 330 for Order Authorizing Debtors to Employ Professionals Used in the Ordinary Course of Business Effective as of the Petition Date (collectively, the Required Professionals ) shall apply for compensation for professional services rendered and reimbursement of expenses incurred in connection with the Debtors chapter 11 cases in compliance with sections 330 and 331 of the Bankruptcy Code and applicable provisions of the Bankruptcy Rules, Local Rules, and any other applicable procedures and orders of the Court and shall make a reasonable effort to comply with the U.S. Trustee s requests for information and additional disclosures as set forth in the Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed under 11 U.S.C. 330 by Attorneys in Larger Chapter 11 Cases Effective as of November 1, 2013, both in connection with any Interim Fee Application and Final Fee Application to be filed by the Required Professionals in these chapter 11 cases. 4. The Retained Professionals shall only serve the Monthly Statements, the Interim Fee Applications, and the Final Fee Applications on the Fee Notice Parties and shall provide notice of the Interim Fee Applications and Final Fee Applications and hearings thereon on all other parties that have filed a notice of appearance with the Clerk of this Court and requested notice of pleadings in these cases. 5. Notwithstanding anything to the contrary contained herein, any payment to be made, or authorization contained hereunder, shall be subject to the same limitations and restrictions as are provided for in any interim or final order (the Cash Collateral Orders ) entered pursuant to the Emergency Motion of Debtors Pursuant to 11 U.S.C. 105, 361, 362, 363 and 507, Bankruptcy Rules 2002, 4001, 6003, 6004, and 9014 and Bankruptcy Local Rule 5

17 Case Document 160 Filed in TXSB on 01/30/17 Page 17 of , inter alia, (I) Authorizing Debtors Limited Use of Cash Collateral, (II) Granting Adequate Protection to the Prepetition Secured Parties, (III) Modifying the Automatic Stay, and (IV) Scheduling a Final Hearing (ECF No. 6). To the extent there is any conflict between this Order and the Cash Collateral Orders, the terms of the Cash Collateral Orders shall control. 6. All notices given in accordance with the Compensation Procedures shall be deemed sufficient and adequate notice and in full compliance with the applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, and the Local Rules. 7. Notice of the Motion as provided herein shall be deemed good and sufficient notice of such Motion and the requirements of Bankruptcy Rule 6004(a) are waived. 8. Notwithstanding the provisions of Bankruptcy Rule 6004(h), this Order shall be immediately effective and enforceable upon its entry. 9. All time periods set forth in this Order shall be calculated in accordance with Bankruptcy Rule 9006(a). 10. The Debtors are authorized to take all steps necessary or appropriate to carry out this Order. 11. This Court shall retain jurisdiction to hear and determine all matters arising from or related to the implementation, interpretation and/or enforcement of this Order. Dated:, 2017 Houston, Texas UNITED STATES BANKRUPTCY JUDGE 6