rbk Doc#199 Filed 03/13/18 Entered 03/13/18 13:22:41 Main Document Pg 1 of 11

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1 rbk Doc#199 Filed 03/13/18 Entered 03/13/18 13:22:41 Main Document Pg 1 of The relief described hereinbelow is SO ORDERED. Signed March 13, 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 Case No rbk- ORDER AUTHORIZING EMPLOYMENT AND PAYMENT OF PROFESSIONALS UTILIZED IN THE ORDINARY COURSE OF BUSINESS The Court has considered the Debtor s Motion for an Order Authorizing Employment and Payment of Professionals Utilized in the Ordinary Course of Business (the Motion ), 1 filed by A GACI, L.L.C. ( A GACI or the Debtor ) in the above-captioned Chapter Case. The Court finds that: (i) it has jurisdiction over the matters raised in the Motion pursuant to 28 U.S.C. 157 and 1334; (ii) this is a core proceeding pursuant to 28 U.S.C. 157(b)(2); (iii) the relief requested in the Motion is in the best interests of the Debtor, its estate, and its creditors; (iv) 1 Capitalized terms not otherwise defined in this Order shall have the meanings ascribed to such terms in the Motion. 1

2 rbk Doc#199 Filed 03/13/18 Entered 03/13/18 13:22:41 Main Document Pg 2 of proper and adequate notice of the Motion has been given and no other or further notice is necessary; and (v) upon the record herein after due deliberation thereon, good and sufficient cause exists for the granting of the relief as set forth herein. Therefore, IT IS HEREBY ORDERED THAT: 1. The Motion is GRANTED as set forth herein. 2. The Debtor is authorized, but not directed, to employ and retain the Ordinary Course Professionals listed on the attached Exhibit 1 (the Initial Ordinary Course Professionals ) without the need to file individual retention applications or obtain retention orders for each such Initial Ordinary Course Professional. Such authorization is effective as of the Petition Date. 3. Within seven (7) days after the date of entry of this Order, the Debtor shall serve this Order upon each Initial Ordinary Course Professional. Thereafter, no later than thirty (30) days after the date of entry of this Order, each Initial Ordinary Course Professional shall provide to the Debtor and the Debtor s counsel, for filing with the Court and service upon (i) Kevin M. Epstein, Office of the United States Trustee for the Western District of Texas, 615 East Houston Street, Suite 533, San Antonio, Texas 78205; (ii) counsel for JPMorgan Chase Bank, N.A., W. Steven Bryant, Locke Lord LLP, 600 Congress Avenue, Suite 2200, Austin, Texas 78701; and (iii) counsel to the Committee, Emily S. Chou, Lewis Brisbois Bisgaard & Smith LLP, 2100 Ross Ave., Suite 2000, Dallas, TX (collectively, the Notice Parties ) a declaration pursuant to section 1746 of title 28 of the United States Code, substantially in the form annexed hereto as Exhibit 2 (the Declaration ). 4. The Debtor is authorized, without need for further hearing or order from the Court, to employ and retain Ordinary Course Professionals not currently listed on Exhibit 1 2

3 rbk Doc#199 Filed 03/13/18 Entered 03/13/18 13:22:41 Main Document Pg 3 of hereto (the Additional Ordinary Course Professionals, and collectively with the Initial Ordinary Course Professionals, the Ordinary Course Professionals ) by filing with the Court, and serving on the Notice Parties, a supplement to Exhibit 1 (the Supplement ), listing the name of the Additional Ordinary Course Professional, together with a brief description of the services to be rendered, and by otherwise complying with the terms of this Order. Such authorization is effective nunc pro tunc to the date of filing the Supplement or the applicable date of engagement. Each Additional Ordinary Course Professional shall file a Declaration within thirty (30) days of the filing of such Supplement. 5. The Notice Parties shall have ten (10) days after service of any Declaration (the Objection Deadline ) to object to the retention of any Ordinary Course Professional. Any such objections shall be filed with the Court and served upon the Debtor, the Debtor s counsel, the Notice Parties, and the Ordinary Course Professional subject to such objection by the Objection Deadline. If any objection cannot be resolved and withdrawn within ten (10) days after service of such objection, such objection shall be scheduled for hearing before the Court. If no objection is received on or before the Objection Deadline, or if any submitted objection is timely withdrawn or resolved, the Debtor shall be authorized to retain the Ordinary Course Professional as a final matter without further order of the Court, as of the Petition Date or the applicable date of engagement. 6. The Debtor shall not pay any fees or expenses to any Ordinary Course Professional unless (a) the Ordinary Course Professional has submitted its Declaration and such Declaration has been filed with the Court and served on the Notice Parties; (b) the Objection Deadline has expired; and (c) no timely objection is pending. If a timely objection is received, no 3

4 rbk Doc#199 Filed 03/13/18 Entered 03/13/18 13:22:41 Main Document Pg 4 of payment shall be made until such objection is either resolved or withdrawn or otherwise overruled by the Court. 7. The Debtor shall pay such Ordinary Course Professional 100% of the fees and 100% of the disbursements incurred with respect to postpetition services, upon the submission to, and approval by, the Debtor of an appropriate invoice setting forth in reasonable detail the nature of the services rendered and expenses actually incurred; provided, however, that each Ordinary Course Professional s total compensation and reimbursement shall not exceed the monthly fee cap set forth in Exhibit 1 of the proposed Order or in any Supplement, as applicable, on average over any three month period on a rolling basis (the Monthly Fee Cap ). 8. If an Ordinary Course Professional s fees and expenses exceed the Monthly Fee Cap on average over any three month period on a rolling basis, such Ordinary Course Professional shall file a fee application on account of the excess amount over the applicable limit and apply for compensation and reimbursement of such amount in compliance with sections 330 and 331 of the Bankruptcy Code and applicable provisions of the Federal Rules of Bankruptcy Procedure, the Local Rules, and any other procedures and orders of the Court. 9. Within thirty (30) days after the end of, and with respect to, each full three month period after entry of this Order (including any initial partial month in the first period), the Debtor shall file with this Court, and serve upon the Notice Parties, a summary statement that includes the following information for each Ordinary Course Professional: (a) the name of the Ordinary Course Professional; and (b) the aggregate amounts paid as compensation for services rendered and reimbursement of expenses incurred by such Ordinary Course Professional during the statement period. The obligation to file summary statements shall terminate upon confirmation of a plan in the Chapter Case. 4

5 rbk Doc#199 Filed 03/13/18 Entered 03/13/18 13:22:41 Main Document Pg 5 of 10. Notwithstanding anything to the contrary set forth herein, all payments authorized by this Order are subject to the terms, conditions, limitations, and requirements of that certain Third Interim Order Authorizing Use of Cash Collateral and Granting Adequate Protection [Docket No. 145] and accompanying budget thereto, or any such subsequent cash collateral order (and accompanying budget thereto) that is in effect as of the time such payment is to be made.. This Order shall not apply to any professional retained by the Debtors under a separate order of this Court. 12. This Court shall retain exclusive jurisdiction to hear and determine all matters arising from or related to the implementation, interpretation and/or enforcement of this Order. # # # Submitted by: Ian T. Peck State Bar No David Staab State Bar No HAYNES AND BOONE, LLP 2323 Victory Avenue, Suite 700 Dallas, TX Telephone: Facsimile: ian.peck@haynesboone.com david.staab@haynesboone.com ATTORNEYS FOR DEBTOR 5

6 rbk Doc#199 Filed 03/13/18 Entered 03/13/18 13:22:41 Main Document Pg 6 of EXHIBIT 1 Ordinary Course Professionals

7 rbk Doc#199 Filed 03/13/18 Entered 03/13/18 13:22:41 Main Document Pg 7 of Professional & Professional s Address Services Performed Monthly Fee Cap BDO USA, LLP P.O Box Pasadena, CA Auditor $25, IH-10, Ste 500 San Antonio, TX Cokinos Young 1221 Lamar Street, 16th Floor Houston, TX DuCharme, McMillen & Associates 828 S. Harrison St., Ste 650 Fort Wayne, IN Legal $10,000 Property Tax Services $10,000 PO Box 1624 Indianapolis, IN PO Box 914 Middletown, OH eshipping NW Highway 45 Parkville, MO Shipping Auditor $10,000 Estrella LLC PO Box San Juan, PR Legal (Puerto Rico labor & employment) $5,000 Jackson Lewis P.C. PO Box Boston, MA KPMG LLP IH-10, Suite 101 Promenade Two San Antonio, TX Legal (Business litigation) $5,000 Tax Preparer $25,000

8 rbk Doc#199 Filed 03/13/18 Entered 03/13/18 13:22:41 Main Document Pg 8 of Law Firm of Ricki S. Friedman PLLC 1 Huckleberry LN Hewlett Harbor, NY Legal (Real Estate) $15, Bay Hill Circle Jamesville, NY Law Offices of Jim Kahng 3424 W. Carson St #440 Torrance, CA Legal (Immigration) $5,000 Perez & Malik PLLC 5 E. Travis Street #301 San Antonio, Texas RSM Puerto Rico PO Box San Juan, PR Williams & Williams PO Box 3626 Orlando, FL Legal (Immigration) $5,000 Tax Services $10,000 Legal (Business litigation) $5,000

9 rbk Doc#199 Filed 03/13/18 Entered 03/13/18 13:22:41 Main Document Pg 9 of EXHIBIT 2 Form of Declaration

10 rbk Doc#199 Filed 03/13/18 Entered 03/13/18 13:22:41 Main Document Pg 10 of IN THE UNITED STATES BANKRUPTCY COURT FOR THE WESTERN DISTRICT OF TEXAS SAN ANTONIO DIVISION In re: A GACI, L.L.C., Debtor. Chapter Case No rbk- DECLARATION OF [DECLARANT], ON BEHALF OF PROPOSED [FIRM NAME] AS ORDINARY COURSE PROFESSIONAL I, [Declarant], pursuant to section 1746 of title 28 of the United States Code, hereby declare that the following is true to the best of my information, knowledge, and belief: 1. I am [Title] of [Firm Name], located at [Address] (the Firm ). 1. A GACI, L.L.C. (the Debtor ) has requested that the Firm provide [Type of Services] to the Debtor, and the Firm has consented to provide such services. 2. The Firm may have performed services in the past and may perform services in the future, in matters unrelated to this chapter case, for persons that are parties in interest in this case. As part of its customary practice, the Firm is retained in cases, proceedings, and transactions involving many different parties, some of whom may represent or be claimants or employees of the Debtor, or other parties in interest in this case. The Firm does not perform services for any such person in connection with this case. In addition, the Firm does not have any relationship with any such person, their attorneys, or accountants that would be adverse to the Debtor or its estate. 3. Neither I, nor any principal of, or professional employed by the Firm has agreed to share or will share any portion of the compensation to be received from the Debtor with any other person other than the principals and regular employees of the Firm.

11 rbk Doc#199 Filed 03/13/18 Entered 03/13/18 13:22:41 Main Document Pg of 4. Neither I, nor any principal of, or professional employed by the Firm, insofar as I have been able to discover, holds or represents any interest adverse to the Debtor or its estate. 5. The Firm believes that the Debtor owes [$Amount] to the Firm for prepetition services. 6. At any time during the period of its employment, if the Firm should discover any facts bearing on the matters described herein, the Firm will supplement the information contained in this Declaration. 7. I, or a representative of the Firm, have read and am familiar with the requirements of the Order Authorizing Employment and Payment of Professionals Utilized in the Ordinary Course of Business, including the fee cap imposed therein. I declare under penalty of perjury that the foregoing is true and correct. Executed this [Date] in [City, State]. [Declarant]