Case 17-12377-BLS Doc 129 Filed 12/08/17 Page 1 of 2 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE x In re Chapter 11 ExGen Texas Power, LLC, et al., 1 Case No. 17-12377 (BLS) Debtors. (Jointly Administered) x Re Docket Nos. 4 & 48 CERTIFICATE OF NO OBJECTION REGARDING DEBTORS MOTION FOR ENTRY OF INTERIM AND FINAL ORDERS (I) APPROVING PROPOSED FORM OF ADEQUATE ASSURANCE OF PAYMENT TO UTILITY COMPANIES, (II) ESTABLISHING PROCEDURES FOR RESOLVING OBJECTIONS BY UTILITY COMPANIES, AND (III) PROHIBITING UTILITY COMPANIES FROM ALTERING, REFUSING, OR DISCONTINUING SERVICE TO, OR DISCRIMINATING AGAINST THE DEBTORS The undersigned hereby certifies that he has received no answer, objection, or any other responsive pleading with respect to the Debtors Motion for Entry of Interim and Final Orders (I) Approving Proposed Form of Adequate Assurance of Payment to Utility Companies, (II) Establishing Procedures for Resolving Objections by Utility Companies, and (III) Prohibiting Utility Companies from Altering, Refusing, Discontinuing Service to, or Discriminating Against the Debtors [Docket No. 4] (the Motion ) filed by the above-captioned debtors and debtors-in-possession (collectively, the Debtors ) with the United States Bankruptcy Court for the District of Delaware (the Court ) on November 7, 2017. The undersigned further certifies that no answer, objection, or other responsive pleading to the Motion has appeared on the Court s docket in these cases. Pursuant to the Interim Order (I) Approving Proposed Form of Adequate Assurance of Payment to Utility 1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor s federal tax identification number, are ExGen Texas Power, LLC (4129), ExGen Texas Power Holdings, LLC (2209), Wolf Hollow I Power, LLC (6945), Colorado Bend I Power, LLC (9083), Handley Power, LLC (4091), Mountain Creek Power, LLC (6288), and LaPorte Power, LLC (5101). The mailing address of each of the Debtors, solely for purposes of notices and communications, is 1310 Point Street, Baltimore, MD 21231. RLF1 18575794v.1
Case 17-12377-BLS Doc 129 Filed 12/08/17 Page 2 of 2 Companies, (II) Establishing Procedures for Resolving Objections by Utility Companies, and (III) Prohibiting Utility Companies from Altering, Refusing, or Discontinuing Service to, or Discriminating Against the Debtors [Docket No. 48], entered on November 8, 2017, any objections or responses to the Motion were to be filed and served by no later than December 7, 2017, at 400 p.m. (ET). WHEREFORE, the Debtors respectfully request that the proposed form of order granting the relief requested in the Motion on a final basis, attached hereto as Exhibit A, (the Final Order ) be entered at the earliest convenience of the Court. Non-material changes were made to the Final Order, including those changes made to the related interim order at the hearing held on November 8, 2017. For the convenience of the Court and all parties in interest, a blackline of the Final Order against the original proposed final order filed with the Motion is attached hereto as Exhibit B. Dated December 8, 2017 Wilmington, Delaware RICHARDS, LAYTON & FINGER, P.A. /s/ David T. Queroli Daniel J. DeFranceschi (No. 2732) Paul N. Heath (No. 3704) Zachary I. Shapiro (No. 5103) Joseph C. Barsalona II (No. 6102) David T. Queroli (No. 6318) One Rodney Square 920 North King Street Wilmington, Delaware 19801 Telephone (302) 651-7700 Facsimile (302) 651-7701 Email defranceschi@rlf.com heath@rlf.com shapiro@rlf.com barsalona@rlf.com queroli@rlf.com Proposed Counsel to the Debtors and Debtors in Possession RLF1 18575794v.1 2
Case 17-12377-BLS Doc 129-1 Filed 12/08/17 Page 1 of 8 EXHIBIT A RLF1 18575794v.1
Case 17-12377-BLS Doc 129-1 Filed 12/08/17 Page 2 of 8 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE ---------------------------------------------------------------x In re ExGen Texas Power, LLC, et al., 1 Debtors. ---------------------------------------------------------------x Chapter 11 Case No. 17-12377 (BLS) (Jointly Administered) Re Docket Nos. 4 & 48 FINAL ORDER (I) APPROVING PROPOSED FORM OF ADEQUATE ASSURANCE OF PAYMENT TO UTILITY COMPANIES, (II) ESTABLISHING PROCEDURES FOR RESOLVING OBJECTIONS BY UTILITY COMPANIES, AND (III) PROHIBITING UTILITY COMPANIES FROM ALTERING, REFUSING, OR DISCONTINUING SERVICE TO, OR DISCRIMINATING AGAINST THE DEBTORS Upon the motion (the Motion ) 2 of the above-captioned debtors (the Debtors ) for entry of interim and final orders (this Final Order ), pursuant to sections 105(a) and 366 of title 11 of the United States Code (the Bankruptcy Code ), and rules 6003 and 6004 of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules ), (i) approving the proposed form of adequate assurance of payment to the Utility Companies, (ii) establishing procedures for resolving objections by Utility Companies, and (iii) prohibiting Utility Companies from altering, refusing, or discontinuing service to, or discriminating against the Debtors on the basis of the commencement of these chapter 11 cases, that a debt owed by the Debtors for prepetition Utility Services was not paid when due, or on account of any perceived inadequacy of the Debtors proposed adequate assurance, all as further described in the Motion; and upon consideration of 1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor s federal tax identification number, are ExGen Texas Power, LLC (4129), ExGen Texas Power Holdings, LLC (2209), Wolf Hollow I Power, LLC (6945), Colorado Bend I Power, LLC (9083), Handley Power, LLC (4091), Mountain Creek Power, LLC (6288), and LaPorte Power, LLC (5101). The mailing address of each of the Debtors, solely for purposes of notices and communications, is 1310 Point Street, Baltimore, MD 21231. 2 Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Motion. RLF1 18445513v.1
Case 17-12377-BLS Doc 129-1 Filed 12/08/17 Page 3 of 8 the First Day Declaration; and this Court having jurisdiction to consider the Motion and the relief requested therein pursuant to 28 U.S.C. 157 and 1334 and the Amended Standing Order of Reference from the United States District Court for the District of Delaware, dated February 29, 2012; and this Court having found that this is a core proceeding pursuant to 28 U.S.C. 157(b)(2); and this Court having found that venue of this proceeding and the Motion in this district is proper pursuant to 28 U.S.C. 1408 and 1409; and this Court having found that the Debtors notice of the Motion and opportunity for a hearing were appropriate under the circumstances and no other notice need be provided; and this Court having reviewed the Motion and having heard the statements in support of the relief requested therein at a hearing before this Court (the Hearing ); and this 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 this Court; and after due deliberation and sufficient cause appearing therefor, IT IS HEREBY ORDERED THAT 1. The Motion is granted on a final basis, as set forth herein. 1. Subject to the procedures described below, no Utility Company may (a) alter, refuse, terminate, or discontinue utility services to, or discriminate against, the Debtors on the basis of the commencement of these chapter 11 cases or on account of outstanding prepetition invoices or (b) require additional assurance of payment, other than the Adequate Assurance Deposit, as a condition to the Debtors receiving such utility services. 2. The Adequate Assurance Deposit is hereby deemed adequate assurance of future payment of utility services with respect to each of the Utility Companies listed on Exhibit 1 hereto. 2 RLF1 18445513v.1
Case 17-12377-BLS Doc 129-1 Filed 12/08/17 Page 4 of 8 3. The Adequate Assurance Deposit shall automatically, without further Court order, be available to the Debtors upon the effective date of any chapter 11 plan in the Debtors cases; provided, however, that there are no outstanding disputes related to postpetition payments due. 4. The following Adequate Assurance Procedures are approved on a final basis a) If a Utility Company is not satisfied with the Proposed Adequate Assurance and seeks additional adequate assurance of payment, it must serve a written Additional Assurance Request upon (i) the Debtors c/o FTI Consulting, Inc., 2001 Ross Avenue, Suite 300, Dallas, Texas 75201 (Attn Peter Heinz) and (ii) counsel for the Debtors, Richards, Layton & Finger, P.A., One Rodney Square, 920 North King Street, Wilmington, Delaware 19801 (Attn Daniel J. DeFranceschi, Esq. and Paul N. Heath, Esq.), and the Additional Assurance Request must (i) set forth the amount and form of additional assurance of payment requested; (ii) set forth the type of Utility Services, any account numbers, and the location for which Utility Services are provided; and (iii) set forth why the Utility Company believes the Proposed Adequate Assurance is not sufficient adequate assurance of payment. a) If the Debtors determine, after consultation with the Ad Hoc Committee and with the consent of the Secured Lenders constituting Required Lenders, that the Adequate Assurance Request or any consensual agreement reached in connection therewith is reasonable, the Debtors, without further order of the Court, may enter into agreement(s) granting additional adequate assurance to the Utility Company serving such Adequate Assurance Request and, in connection with such agreement(s), provide the Utility Company with additional adequate assurance of payment, including payments on prepetition amounts owing, cash deposits, prepayments, or other forms of security. b) If the Debtors determine, after consultation with the Ad Hoc Committee, that an Adequate Assurance Request is unreasonable, then they shall, within thirty (30) days after receipt of such Adequate Assurance Request, or such longer period as may be agreed to between the Debtors and the Utility Company, file a motion (the Determination Motion ) pursuant to section 366(c)(3) of the Bankruptcy Code seeking a determination from the Court that the Proposed Adequate Assurance, plus any additional consideration offered by the Debtors, constitutes adequate assurance of payment. Pending notice and a hearing on the Determination Motion, the Utility Company that is the subject of the unresolved Adequate Assurance Request may not alter, refuse, or discontinue Utility Services to the Debtors. 3 RLF1 18445513v.1
Case 17-12377-BLS Doc 129-1 Filed 12/08/17 Page 5 of 8 5. Any Utility Company that fails to make an Adequate Assurance Request shall be deemed to be satisfied that the Adequate Assurance Account provides adequate assurance of payment to such Utility Company within the meaning of section 366 of the Bankruptcy Code. 6. The inclusion of any entity in, as well as any omission of any entity from, the Utility Company List shall not be deemed an admission by the Debtors that such entity is, or is not, a utility within the meaning of section 366 of the Bankruptcy Code, and the Debtors reserve all rights and defenses with respect thereto. 7. The Debtors are authorized to amend the Utility Company List to the extent the Debtors terminate the services of any Utility Company, determine that an entity listed on the Utility Company List is not a utility company pursuant to section 366 of the Bankruptcy Code or identify Additional Utility Companies. 8. Without further order of the Court, the Debtors shall increase the amount of the Adequate Assurance Deposit in the event an Additional Utility Company is added to the Utility Company List by an amount equal to two (2) weeks of Utility Services provided by such Additional Utility Company, calculated using the historical average for such payments during the past twelve (12) months. Once such Adequate Assurance Deposit is made, such Additional Utility Company shall be subject to the terms of this Final Order, regardless of when such Additional Utility Company is added to the Utility Company List. 9. The Debtors may terminate the services of any Utility Company and are immediately authorized to reduce the Adequate Assurance Deposit by the amount held on account of such terminated Utility Company; provided, however, that there are no outstanding disputes related to postpetition payments due. The Debtors may amend the Utility Company List to delete a Utility Company only if it has provided ten (10) days advance notice to such Utility 4 RLF1 18445513v.1
Case 17-12377-BLS Doc 129-1 Filed 12/08/17 Page 6 of 8 Company, and has not received any objection from such Utility Company. If an objection is received, the Debtors shall request a hearing before this Court at the next omnibus hearing date, or such other date that the Debtors and the Utility Company may agree. 10. Nothing contained in the Motion, the Interim Order or this Final Order, nor any payment made pursuant to the authority granted by this Final Order is intended to be or shall be construed as (i) an admission as to the validity of any claim against the Debtors, (ii) a waiver of any of the Debtors or any appropriate party in interest s rights to dispute the amount of, basis for, or validity of any claim against the Debtors, (iii) a waiver of any claims or causes of action which may exist against any creditor or interest holder, or (iv) an approval, assumption, adoption, or rejection of any agreement, contract, lease, program, or policy between any Debtor and any third party under section 365 of the Bankruptcy Code. Furthermore, any payment made by the Debtors pursuant to this Final Order is not intended to be and should not be construed as an admission to the validity of any claim or a waiver of any of the Debtors rights to dispute such claim subsequently. 11. Notwithstanding entry of this Final Order, nothing herein shall create, nor is intended to create, any rights in favor of or enhance the status of any claim held by, any party. 12. All payments authorized by this Final Order may be made solely to the extent in compliance with the Approved Budget (as defined in the interim or final order approving the Debtors use of cash collateral (the Cash Collateral Order )) then in effect. To the extent there is any inconsistency between the terms of this Final Order and the Cash Collateral Order, the terms of the Cash Collateral Order shall control. 13. Notwithstanding Bankruptcy Rule 6004(h), the terms and conditions of this Final Order shall be immediately effective and enforceable upon its entry. 5 RLF1 18445513v.1
Case 17-12377-BLS Doc 129-1 Filed 12/08/17 Page 7 of 8 14. The Debtors are authorized to take all actions necessary to effectuate the relief granted in this Final Order. 15. This Court shall retain jurisdiction to hear and determine all matters arising from or related to the implementation, interpretation, and/or enforcement of this Final Order. Dated, 2017 Wilmington, Delaware THE HONORABLE BRENDAN L. SHANNON CHIEF UNITED STATES BANKRUPTCY JUDGE 6 RLF1 18445513v.1
Case 17-12377-BLS Doc 129-1 Filed 12/08/17 Page 8 of 8 Schedule 1 Utility Company List Utility Company Account Number(s) Address Acton Municipal Utility 320-1142-00 6420 Lusk Branch Court District Granbury, Texas 76049-2035 AT&T Texas 214 129-9129 789 8 PO Box 5001 Carol Stream, IL 60197-5001 City of Fort Worth 811875-74016 PO Box 870 Water Department Fort Worth, TX 76101 City of Wharton 14-1153-00 120 E. Caney Wharton, TX 77488 Constellation NewEnergy, Inc. Direct Energy Business, LLC Progressive Waste Solutions of Texas, Inc. Republic Services of Texas United Electric Cooperative Services, Inc. Utilities & Services, City of Dallas 1-UOT0UD 1-UOT0UN 1-UOT0VV 1-UOTOX9 1-UOTOXJ 1-UOTOXT 1-VFI-733 1-VM3-3285 1-VM3-3286 PO Box 4640 Carol Stream, IL 60197-4640 1164797 1001 Liberty Avenue Pittsburgh, PA 15222 Attn Customer Relations 004051007 WC of Texas, Fort Worth District PO Box 162479 Fort Worth, TX 76161 3-0794-0000948 3-0794-0011771 3-0794-1506191 3-0794-4411851 3-0794-4411852 3-0794-7083070 Meter 059-251-001 50231-XXX Republic Services #794 PO Box 78829 Phoenix, AZ 85062-8829 PO Box 290 Stephenville, Texas 76401 100271977 1500 Marilla Street North Dallas, Texas 75201 Description of Utility Service Average Monthly Expense Proposed Adequate Assurance Water $30.00 $15.00 Telecom $1,140.00 $570.00 Water $6,839.00 $3,419.00 Water $998.00 $499.00 Electricity $127,446.00 $63,723.00 Electricity $927.00 $463.00 Waste/Garbage $648.00 $324.00 Waste/Garbage $6,605.00 $3,302.00 Electricity $47,904.00 $23,952.00 Water Sewer $14,862.00 $7,431.00 WCA Waste 014063542 010018612 PO Box 660025 Dallas, Texas 75266-0025 1330 Post Oak Boulevard 30 th Floor Houston, TX 77056 Attn Corporate Collections Representative Waste/Garbage $1,165.00 $583.00 Total $104,282.00 RLF1 18445513v.1
Case 17-12377-BLS Doc 129-2 Filed 12/08/17 Page 1 of 8 EXHIBIT B RLF1 18575794v.1
Case 17-12377-BLS Doc 129-2 Filed 12/08/17 Page 2 of 8 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE ---------------------------------------------------------------x In re ExGen Texas Power, LLC, et al., 1 Debtors. ---------------------------------------------------------------x Chapter 11 Case No. 17- ( 17-12377 (BLS) (Jointly Administered) Re Docket Nos. 4 & 48 FINAL ORDER (I) APPROVING PROPOSED FORM OF ADEQUATE ASSURANCE OF PAYMENT TO UTILITY COMPANIES, (II) ESTABLISHING PROCEDURES FOR RESOLVING OBJECTIONS BY UTILITY COMPANIES, AND (III) PROHIBITING UTILITY COMPANIES FROM ALTERING, REFUSING, OR DISCONTINUING SERVICE TO, OR DISCRIMINATING AGAINST THE DEBTORS Upon the motion (the Motion ) 2 of the above-captioned debtors (the Debtors ) for entry of interim and final orders (this Final Order ), pursuant to sections 105(a) and 366 of title 11 of the United States Code (the Bankruptcy Code ), and rules 6003 and 6004 of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules ), (i) approving the proposed form of adequate assurance of payment to the Utility Companies, (ii) establishing procedures for resolving objections by Utility Companies, and (iii) prohibiting Utility Companies from altering, refusing, or discontinuing service to, or discriminating against the Debtors on the basis of the commencement of these chapter 11 cases, that a debt owed by the Debtors for prepetition Utility Services was not paid when due, or on account of any perceived inadequacy of the Debtors proposed adequate assurance, all as further described in the Motion; and upon consideration of 1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor s federal tax identification number, are ExGen Texas Power, LLC (4129), ExGen Texas Power Holdings, LLC (2209), Wolf Hollow I Power, LLC (6945), Colorado Bend I Power, LLC (9083), Handley Power, LLC (4091), Mountain Creek Power, LLC (6288), and LaPorte Power, LLC (5101). The mailing address of each of the Debtors, solely for purposes of notices and communications, is 1310 Point Street, Baltimore, MD 21231. 2 Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Motion. RLF1 184284065513v.1
Case 17-12377-BLS Doc 129-2 Filed 12/08/17 Page 3 of 8 the First Day Declaration; and this Court having jurisdiction to consider the Motion and the relief requested therein pursuant to 28 U.S.C. 157 and 1334 and the Amended Standing Order of Reference from the United States District Court for the District of Delaware, dated February 29, 2012; and this Court having found that this is a core proceeding pursuant to 28 U.S.C. 157(b)(2); and this Court having found that venue of this proceeding and the Motion in this district is proper pursuant to 28 U.S.C. 1408 and 1409; and this Court having found that the Debtors notice of the Motion and opportunity for a hearing were appropriate under the circumstances and no other notice need be provided; and this Court having reviewed the Motion and having heard the statements in support of the relief requested therein at a hearing before this Court (the Hearing ); and this 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 this Court; and after due deliberation and sufficient cause appearing therefor, IT IS HEREBY ORDERED THAT 1. The Motion is granted on a final basis, as set forth herein. 1. Subject to the procedures described below, no Utility Company may (a) alter, refuse, terminate, or discontinue utility services to, or discriminate against, the Debtors on the basis of the commencement of these chapter 11 cases or on account of outstanding prepetition invoices or (b) require additional assurance of payment, other than the Adequate Assurance Deposit, as a condition to the Debtors receiving such utility services. 2. The Adequate Assurance Deposit is hereby deemed adequate assurance of future payment of utility services with respect to each of the Utility Companies listed on Exhibit 1 hereto. 2 RLF1 184284065513v.1
Case 17-12377-BLS Doc 129-2 Filed 12/08/17 Page 4 of 8 3. The Adequate Assurance Deposit shall automatically, without further Court order, be available to the Debtors upon the effective date of any chapter 11 plan in the Debtors cases; provided, however, that there are no outstanding disputes related to postpetition payments due. 4. The following Adequate Assurance Procedures are approved on a final basis a) If a Utility Company is not satisfied with the Proposed Adequate Assurance and seeks additional adequate assurance of payment, it must serve a written Additional Assurance Request upon (i) the Debtors c/o FTI Consulting, Inc., 2001 Ross Avenue, Suite 300, Dallas, Texas 75201 (Attn Peter Heinz) and (ii) counsel for the Debtors, Richards, Layton & Finger, P.A., One Rodney Square, 920 North King Street, Wilmington, Delaware 19801 (Attn Daniel J. DeFranceschi, Esq. and Paul N. Heath, Esq.), and the Additional Assurance Request must (i) set forth the amount and form of additional assurance of payment requested; (ii) set forth the type of Utility Services, any account numbers, and the location for which Utility Services are provided; and (iii) set forth why the Utility Company believes the Proposed Adequate Assurance is not sufficient adequate assurance of payment. a) If the Debtors determine, after consultation with the Ad Hoc Committee and with the consent of the Secured Lenders constituting Required Lenders, that the Adequate Assurance Request or any consensual agreement reached in connection therewith is reasonable, the Debtors, without further order of the Court, may enter into agreement(s) granting additional adequate assurance to the Utility Company serving such Adequate Assurance Request and, in connection with such agreement(s), provide the Utility Company with additional adequate assurance of payment, including payments on prepetition amounts owing, cash deposits, prepayments, or other forms of security. b) If the Debtors determine, after consultation with the Ad Hoc Committee, that an Adequate Assurance Request is unreasonable, then they shall, within thirty (30) days after receipt of such Adequate Assurance Request, or such longer period as may be agreed to between the Debtors and the Utility Company, file a motion (the Determination Motion ) pursuant to section 366(c)(3) of the Bankruptcy Code seeking a determination from the Court that the Proposed Adequate Assurance, plus any additional consideration offered by the Debtors, constitutes adequate assurance of payment. Pending notice and a hearing on the Determination Motion, the Utility Company that is the subject of the unresolved Adequate Assurance Request may not alter, refuse, or discontinue Utility Services to the Debtors. 3 RLF1 184284065513v.1
Case 17-12377-BLS Doc 129-2 Filed 12/08/17 Page 5 of 8 5. Any Utility Company that fails to make an Adequate Assurance Request shall be deemed to be satisfied that the Adequate Assurance Account provides adequate assurance of payment to such Utility Company within the meaning of section 366 of the Bankruptcy Code. 6. The inclusion of any entity in, as well as any omission of any entity from, the Utility Company List shall not be deemed an admission by the Debtors that such entity is, or is not, a utility within the meaning of section 366 of the Bankruptcy Code, and the Debtors reserve all rights and defenses with respect thereto. 7. The Debtors are authorized to amend the Utility Company List to the extent the Debtors terminate the services of any Utility Company, determine that an entity listed on the Utility Company List is not a utility company pursuant to section 366 of the Bankruptcy Code or identify Additional Utility Companies. 8. Without further order of the Court, the Debtors shall increase the amount of the Adequate Assurance Deposit in the event an Additional Utility Company is added to the Utility Company List by an amount equal to two (2) weeks of Utility Services provided by such Additional Utility Company, calculated using the historical average for such payments during the past twelve (12) months. Once such Adequate Assurance Deposit is made, such Additional Utility Company shall be subject to the terms of this Final Order, regardless of when such Additional Utility Company is added to the Utility Company List. 9. The Debtors may terminate the services of any Utility Company and are immediately authorized to reduce the Adequate Assurance Deposit by the amount held on account of such terminated Utility Company; provided, however, that there are no outstanding disputes related to postpetition payments due. The Debtors may amend the Utility Company List to delete a Utility Company only if it has provided ten (10) days advance notice to such Utility 4 RLF1 184284065513v.1
Case 17-12377-BLS Doc 129-2 Filed 12/08/17 Page 6 of 8 Company, and has not received any objection from such Utility Company. If an objection is received, the Debtors shall request a hearing before this Court at the next omnibus hearing date, or such other date that the Debtors and the Utility Company may agree. 10. Nothing contained in the Motion, the Interim Order or this Final Order, nor any payment made pursuant to the authority granted by this Final Order is intended to be or shall be construed as (i) an admission as to the validity of any claim against the Debtors, (ii) a waiver of any of the Debtors or any appropriate party in interest s rights to dispute the amount of, basis for, or validity of any claim against the Debtors, (iii) a waiver of any claims or causes of action which may exist against any creditor or interest holder, or (iv) an approval, assumption, adoption, or rejection of any agreement, contract, lease, program, or policy between any Debtor and any third party under section 365 of the Bankruptcy Code. Furthermore, any payment made by the Debtors pursuant to this Final Order is not intended to be and should not be construed as an admission to the validity of any claim or a waiver of any of the Debtors rights to dispute such claim subsequently. 11. Notwithstanding entry of this Final Order, nothing herein shall create, nor is intended to create, any rights in favor of or enhance the status of any claim held by, any party. 12. All payments authorized by this Final Order may be made solely to the extent in compliance with the Approved Budget (as defined in the interim or final order approving the Debtors use of cash collateral (the Cash Collateral Order )) then in effect. To the extent there is any inconsistency between the terms of this Final Order and the Cash Collateral Order, the terms of the Cash Collateral Order shall control. 13. Notwithstanding Bankruptcy Rule 6004(h), the terms and conditions of this Final Order shall be immediately effective and enforceable upon its entry. 5 RLF1 184284065513v.1
Case 17-12377-BLS Doc 129-2 Filed 12/08/17 Page 7 of 8 14. The Debtors are authorized to take all actions necessary to effectuate the relief granted in this Final Order. 15. This Court shall retain jurisdiction to hear and determine all matters arising from or related to the implementation, interpretation, and/or enforcement of this Final Order. Dated, 2017 Wilmington, Delaware UNITED STATES BANKRUPTCY JUDGE Dated, 2017 Wilmington, Delaware THE HONORABLE BRENDAN L. SHANNON CHIEF UNITED STATES BANKRUPTCY JUDGE 6 RLF1 184284065513v.1
Case 17-12377-BLS Doc 129-2 Filed 12/08/17 Page 8 of 8 Schedule 1 Utility Company List Utility Company Account Number(s) Address Acton Municipal Utility 320-1142-00 6420 Lusk Branch Court District Granbury, Texas 76049-2035 AT&T Texas 214 129-9129 789 8 PO Box 5001 Carol Stream, IL 60197-5001 City of Fort Worth 811875-74016 PO Box 870 Water Department Fort Worth, TX 76101 City of Wharton 14-1153-00 120 E. Caney Wharton, TX 77488 Constellation NewEnergy, Inc. Direct Energy Business, LLC Progressive Waste Solutions of Texas, Inc. Republic Services of Texas United Electric Cooperative Services, Inc. Utilities & Services, City of Dallas 1-UOT0UD 1-UOT0UN 1-UOT0VV 1-UOTOX9 1-UOTOXJ 1-UOTOXT 1-VFI-733 1-VM3-3285 1-VM3-3286 PO Box 4640 Carol Stream, IL 60197-4640 1164797 1001 Liberty Avenue Pittsburgh, PA 15222 Attn Customer Relations 004051007 WC of Texas, Fort Worth District PO Box 162479 Fort Worth, TX 76161 3-0794-0000948 3-0794-0011771 3-0794-1506191 3-0794-4411851 3-0794-4411852 3-0794-7083070 Meter 059-251-001 50231-XXX Republic Services #794 PO Box 78829 Phoenix, AZ 85062-8829 PO Box 290 Stephenville, Texas 76401 100271977 1500 Marilla Street North Dallas, Texas 75201 Description of Utility Service Average Monthly Expense Proposed Adequate Assurance Water $30.00 $15.00 Telecom $1,140.00 $570.00 Water $6,839.00 $3,419.00 Water $998.00 $499.00 Electricity $127,446.00 $63,723.00 Electricity $927.00 $463.00 Waste/Garbage $648.00 $324.00 Waste/Garbage $6,605.00 $3,302.00 Electricity $47,904.00 $23,952.00 Water Sewer $14,862.00 $7,431.00 WCA Waste 014063542 010018612 PO Box 660025 Dallas, Texas 75266-0025 1330 Post Oak Boulevard 30 th Floor Houston, TX 77056 Attn Corporate Collections Representative Waste/Garbage $1,165.00 $583.00 Total $104,282.00 RLF1 184284065513v.1