Case 16-11247-KJC Doc 259 Filed 11/21/16 Page 1 of 3 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Chapter 11 INTERVENTION ENERGY HOLDINGS, Case No. 16-11247 (KJC LLC, et al., 1 Debtors. (Jointly Administered Related to Docket No. 224, 240, 252 The undersigned hereby certifies that: CERTIFICATION OF COUNSEL 1. On May 20, 2016, Intervention Energy, LLC ( IE LLC and Intervention Energy Holdings, LLC ( Holdings and, together with IE LLC, the Debtors commenced the above-captioned chapter 11 cases (the Chapter 11 Cases by filing voluntary petitions for relief under chapter 11 of the Bankruptcy Code. The Chapter 11 Cases are jointly administered for procedural purposes only. 2. On October 28, 2016, EIG Management Company, LLC ( EIG, as administrative agent under that certain Note Purchase Agreement, dated as of January 6, 2012 (as amended, restated, or otherwise modified, the Note Purchase Agreement, and on behalf of EIG Energy Fund XV, L.P., EIG Energy Fund XV-A, L.P., EIG Energy Fund XV-B, L.P., and EIG Energy Fund XV (Cayman L.P. filed the Motion of EIG Management Company, LLC to Dismiss Chapter 11 Case of Intervention Energy, LLC [Docket No. 240] (the Motion to Dismiss. 1 The Debtors in these Chapter 11 cases, together with the last four digits of each Debtor s federal tax identification number, are as follows: Intervention Energy Holdings, LLC (8131; and Intervention Energy, LLC (8131. The mailing address for the Debtors, solely for purposes of notices and communications, is: 475 17th Street, Suite 1040, Denver, CO 80202.
Case 16-11247-KJC Doc 259 Filed 11/21/16 Page 2 of 3 3. On November 15, 2016 at 5:00 p.m. (prevailing Eastern Time, the Commitment Deadline under the Stipulation and Order Regarding Resolution of Certain Issues in the Chapter 11 Cases [Docket No. 188] (the Stipulation occurred without the Debtors having obtained a Qualified Financing Commitment (as defined in the Stipulation, meaning that, at such time, 100% of the equity of IE LLC was automatically assigned to EIG, and the automatic stay terminated as to EIG, pursuant to the terms of the Stipulation. 4. Pursuant to the Notice of the Motion to Dismiss, objections to the Motion to Dismiss were to be filed and served no later than November 15, 2016. 5. The undersigned further certifies that he has reviewed the Court s docket in this case and no answer, objection or other responsive pleading to the Motion to Dismiss appears thereon. 6. The undersigned further certifies that he received informal comments to the Motion to Dismiss from the Office of the United States Trustee (the UST and counsel for the Debtors. 7. Attached hereto as Exhibit A is a revised agreed order incorporating the UST comments and comments from counsel for the Debtors (the Proposed Order, which has been circulated to the UST and counsel for the Debtors who have no objection to the entry of the Proposed Order. A blackline reflecting the changes between the Proposed Order and the version originally submitted with the Motion to Dismiss is attached hereto as Exhibit B. WHEREFORE, the EIG respectfully requests that this Court enter the Proposed Order annexed hereto as Exhibit A at its earliest convenience. 99995 2
Case 16-11247-KJC Doc 259 Filed 11/21/16 Page 3 of 3 Dated: November 21, 2016 /s/ Domenic E. Pacitti Wilmington, Delaware Domenic E. Pacitti (DE Bar No. 3989 KLEHR HARRISON HARVEY BRANZBURG LLP 919 N. Market Street, Suite 1000 Wilmington, Delaware 19801 Telephone: (302 426-1189 Facsimile: (302 426-9193 -and- Morton Branzburg (admitted pro hac vice KLEHR HARRISON HARVEY BRANZBURG LLP 1835 Market Street, Suite 1400 Philadelphia, Pennsylvania 19103 Telephone: (215 569-2700 Facsimile: (215 568-6603 -and- Paul M. Basta (admitted pro hac vice KIRKLAND & ELLIS LLP 601 Lexington Avenue New York, New York 10022 Telephone: (212 446-4800 Facsimile: (212 446-4900 -and- Judson Brown (admitted pro hac vice KIRKLAND & ELLIS LLP 655 Fifteenth Street, N.W. Washington, D.C., 20005 Telephone: (202 879-5000 Facsimile: (202 879-5200 -and- Brian E. Schartz (admitted pro hac vice KIRKLAND & ELLIS LLP 600 Travis Street, Suite 3300 Houston, Texas 77002 Telephone: (713 835-3600 Facsimile: (713 835-3601 Co-Counsel to EIG Energy Fund XV-A, L.P., EIG Management Company, LLC, and Affiliated Funds and Entities 99995 3
Case 16-11247-KJC Doc 259-1 Filed 11/21/16 Page 1 of 8 EXHIBIT A Proposed Order
Case 16-11247-KJC Doc 259-1 Filed 11/21/16 Page 2 of 8 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Chapter 11 INTERVENTION ENERGY Case No. 16-11247 (KJC HOLDINGS, LLC, et al., 1 Jointly Administered Debtors. Re: Docket Nos. 224, 240, 252 ORDER (I DISMISSING CHAPTER 11 CASE OF INTERVENTION ENERGY, LLC, (II ESTABLISHING PROCEDURES FOR DISMISSAL OF CHAPTER 11 CASE OF INTERVENTION ENERGY HOLDINGS, LLC, AND (III GRANTING RELATED RELIEF Upon the motion (the Motion 2 of EIG Management Company, LLC ( EIG, as administrative agent under that certain Note Purchase Agreement, dated as of January 6, 2012 (as amended, restated, or otherwise modified, the Note Purchase Agreement, and on behalf of EIG Energy Fund XV, L.P., EIG Energy Fund XV-A, L.P., EIG Energy Fund XV-B, L.P., and EIG Energy Fund XV (Cayman, L.P. (collectively, the EIG Funds, as noteholders under the Note Purchase Agreement, for entry of an order (this Order, (a dismissing the chapter 11 case of Intervention Energy, LLC and (b granting related relief, all as more fully set forth in the Motion; and this Court having jurisdiction over this matter 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 that this Court may enter a final order consistent with Article III of the United States Constitution; and this Court having found that 1 2 The debtors in these chapter 11 cases, together with the last four digits of each debtor s federal tax identification number, are as follows: Intervention Energy Holdings, LLC (8131; and Intervention Energy, LLC (8131. Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Motion. KE 44379738.7
Case 16-11247-KJC Doc 259-1 Filed 11/21/16 Page 3 of 8 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 cause exists under sections 1112(b and 305(a of the Bankruptcy Code to dismiss the chapter 11 case of Debtor Intervention Energy, LLC ( IE LLC ; and this Court having found that the relief granted in this Order is in the best interests of IE LLC and Intervention Energy Holdings, LLC ( Holdings and, together with IE LLC, the Debtors, their creditors, and other parties in interest; and this Court having found that EIG s notice of the Motion was appropriate under the circumstances and no other notice need be provided; and this Court having reviewed the Motion; and this Court having determined that the legal and factual bases set forth in the Motion 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 as set forth herein. 2. Dismissal. The chapter 11 case of IE LLC (Case No. 16-11248 (KJC is hereby dismissed. 3. No later than two business days following the entry of this Order by the Court, the Debtors shall file a notice of dismissal of IE LLC s chapter 11 case (the IE LLC Dismissal Notice on the docket and serve such IE LLC Dismissal Notice on (a the Office of the United States Trustee for the District of Delaware; and (b all known parties in interest listed on the master mailing matrix maintained by the claims and noticing agent retained in the above-captioned chapter 11 cases (together, the Chapter 11 Cases. 4. Upon the filing of the IE LLC Dismissal Notice, the Clerk of this Court shall reflect the dismissal of Case No. 16-11248 (KJC on the docket of the Chapter 11 Cases, and shall close only Chapter 11 Case No. 16-11248 (KJC. KE 44379738.7 2
Case 16-11247-KJC Doc 259-1 Filed 11/21/16 Page 4 of 8 5. The IE LLC Dismissal Notice shall include notice to all parties in interest that Holdings Chapter 11 Case shall be dismissed pursuant to this Order and without the necessity of a hearing if no party in interest files a written objection to such dismissal on the docket of the Chapter 11 Cases within 10 days of service of the IE LLC Dismissal Notice (the Holdings Dismissal Objection Deadline. In the event that one or more objections to the dismissal of Holdings Chapter 11 Case are timely and properly filed, Holdings, in consultation with the Court, shall schedule an appropriate hearing date for consideration of the dismissal of Holdings Chapter 11 Case. 6. In the event that no objections to the dismissal of Holdings Chapter 11 Case are properly filed by the Holdings Dismissal Objection Deadline, Holdings shall file a certificate of no objection (a CNO on the docket no earlier than 24 hours following the expiration of the Holdings Dismissal Objection Deadline. Holdings Chapter 11 Case shall be automatically dismissed upon the filing of such CNO. No later than two business days following such dismissal of Holdings Chapter 11 Case, Holdings shall file a notice of dismissal of Holdings Chapter 11 Case (the Holdings Dismissal Notice on the docket and serve such Holdings Dismissal Notice on (a the Office of the United States Trustee for the District of Delaware; and (b all known parties in interest listed on the master mailing matrix maintained by the claims and noticing agent retained in the Chapter 11 Cases. 7. Upon the filing of the Holdings Dismissal Notice, the Clerk of this Court shall reflect the dismissal of Case No. 16-11247 (KJC on the docket of the Chapter 11 Cases. 8. Exclusivity Motion. The Debtors Motion to Extend the Exclusivity Periods for the filing and Solicitation of Acceptances of a Chapter 11 Plan [Docket No. 224] is hereby deemed withdrawn by the Debtors. KE 44379738.7 3
Case 16-11247-KJC Doc 259-1 Filed 11/21/16 Page 5 of 8 9. Motion to Compel. The Emergency Motion of EIG Management Company, LLC to Compel Compliance with Stipulation [Docket No. 252] is hereby deemed withdrawn by EIG. 10. Statutory Fees. All fees currently due and payable pursuant to section 1930(a of title 28 of the United States Code shall be paid by the Debtors within 30 days of the entry of this Order by the Court. Any such fees accruing after the entry of this Order shall be paid by the Debtors when due and payable. 11. Fees and Expenses. Within 45 days following the entry of this Order, DLA Piper LLP (US ( DLA shall file a final fee application in compliance with the Administrative Order Establishing Procedures for Interim Compensation and Reimbursement of Expenses of Professionals [Docket No. 148] (the Interim Compensation Order and all applicable Fee Guidelines of the Office of the United States Trustee. The Debtors and EIG agree not to object to the fees and expenses payable to DLA in connection with the Chapter 11 Cases, provided that such fees and expenses total no more than $360,000 in aggregate (the Fee Amount. No later than five business days following the entry of this Order, the Debtors shall hold in escrow from funds on hand the Fee Amount on account of DLA s final fee application. DLA s final fee application may combine fees and expenses for any holdback of fees and request approval of fees and expenses for all remaining periods through the entry of this Order. Within 10 business days following the entry of this Order, the Debtors shall pay to DLA 80% of the fees and 100% of the expenses requested by DLA s First, Second, and Third Monthly Applications [Docket Nos. 199, 243, and 245, respectively], to the extent not previously paid. 12. Upon the entry of this Order, the duties of Rust Consulting/Omni Bankruptcy ( Rust/Omni as administrative agent to the Debtors in the Chapter 11 Cases are discharged as to IE LLC. The Debtors and EIG agree not to object to the fees and expenses payable to KE 44379738.7 4
Case 16-11247-KJC Doc 259-1 Filed 11/21/16 Page 6 of 8 Rust/Omni in connection with the Chapter 11 Cases, provided that such fees and expenses total no more than $15,000 in aggregate. Rust/Omni shall submit monthly invoices to the Debtors for payment in the ordinary course. 13. Release Effective Date. The Release Effective Date, as defined in the Stipulation and Order Regarding Resolution of Certain Issues in the Chapter 11 Cases [Docket No. 188] (the Stipulation, has occurred and the Releases provided for in paragraph 8 thereof became effective for the benefit of the EIG Related Parties and the Debtor Related Parties (as such terms are defined in the Stipulation. 14. Exculpation. No Exculpated Party shall have or incur any liability to any entity (as defined in section 101(15 of the Bankruptcy Code for any postpetition act taken or omitted to be taken in connection with, or related to, (a the Chapter 11 Cases; (b the Stipulation; (c the Final Order (A Authorizing Use of Cash Collateral, (B Granting Liens and Providing Superpriority Administrative Expense Status, (C Granting Adequate Protection, and (D Modifying Automatic Stay [Docket No. 189] (the Final Cash Collateral Order ; (d the assignment of 100% of the equity interests in IE LLC to EIG (the Equity Assignment, which assignment became effective on November 15, 2016 pursuant to paragraph 2 of the Stipulation; (e the Note Purchase Agreement; (f that certain Amendment No. 5, Forbearance Agreement and Contingent Waiver, dated December 28, 2015, among the Debtors and EIG (the Forbearance Agreement ; or (g any contract, instrument, release, or other agreement, or document created or entered into in connection with the foregoing; provided that each Exculpated Party shall be entitled to rely upon the advice of counsel concerning his, her, or its duties pursuant to, or in connection with, the Stipulation, the Final Cash Collateral Order, the Equity Assignment, the Note Purchase Agreement, the Forbearance Agreement, or any other KE 44379738.7 5
Case 16-11247-KJC Doc 259-1 Filed 11/21/16 Page 7 of 8 related document, instrument, or agreement; provided further that the foregoing exculpation shall have no effect on the liability of any entity that results from any such act or omission that is determined in a final order of this Court or another court of competent jurisdiction to have constituted gross negligence, fraud, or willful misconduct. For purposes of this paragraph, the term Exculpated Party means collectively, each of the following in their respective capacities as such: (v IE LLC; (w upon the dismissal of Holdings Chapter 11 Case pursuant to paragraph 6 above, Holdings; (x EIG; (y the EIG Funds; and (z with respect to each of (v, (w, (x, and (y to the extent they were employed in such capacity on or after the Petition Date, such entity s directors, officers, shareholders (regardless of whether such interests are held directly or indirectly, partners, managers, trustees, assigns, principals, members, employees, agents, affiliates, advisory board members, parents, subsidiaries, predecessors, successors, heirs, executors and assignees, attorneys, financial advisors, investment bankers, accountants, consultants, and other professionals or representatives. 15. Survival of Certain Orders. Notwithstanding section 349 of the Bankruptcy Code, all terms of (a this Order (including, but not limited to, the exculpations contained in paragraph 14 hereof, (b the Stipulation (including, but not limited to, the mutual releases contained in paragraph 8 thereof, (c the Final Cash Collateral Order and each of the prior cash collateral orders entered by the Court in the Chapter 11 Cases [Docket Nos. 45, 79, and 156], and (d the Interim Compensation Order, are and shall remain in full force and effect and shall survive the dismissal of the Chapter 11 Cases. 16. Future Bankruptcy Petitions. The rights of each of IE LLC and Holdings to file future petitions for relief under chapters 7 or 11 of the Bankruptcy Code are preserved to the fullest extent allowed by, among other sections, section 349 of the Bankruptcy Code. KE 44379738.7 6
Case 16-11247-KJC Doc 259-1 Filed 11/21/16 Page 8 of 8 17. Retention of Jurisdiction. The Court retains exclusive jurisdiction to resolve any dispute arising from or related to the interpretation or enforcement of this Order. For the avoidance of doubt, notwithstanding the dismissal of IE LLC s Chapter 11 Case and any subsequent dismissal of Holdings Chapter 11 Case, the Court retains jurisdiction (a with respect to the allowance of professional fees and expenses in connection with, and under the caption and on the docket of, the Chapter 11 Cases and (b to hear and adjudicate any disputes related thereto. 18. Effectiveness. This Order shall be immediately effective and enforceable upon its entry. Dated:, 2016 Wilmington, Delaware THE HONORABLE KEVIN J. CAREY UNITED STATES BANKRUPTCY JUDGE KE 44379738.7 7
Case 16-11247-KJC Doc 259-2 Filed 11/21/16 Page 1 of 9 EXHIBIT B Blacklined Order
Case 16-11247-KJC Doc 259-2 Filed 11/21/16 Page 2 of 9 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Chapter 11 INTERVENTION ENERGY Case No. 16-11247 (KJC HOLDINGS, LLC, et al., 1 Jointly Administered Debtors. Re: Docket No. Nos. 224, 240, 252 ORDER (I DISMISSING CHAPTER 11 CASE OF INTERVENTION ENERGY, LLC, (II ESTABLISHING PROCEDURES FOR DISMISSAL OF CHAPTER 11 CASE OF INTERVENTION ENERGY HOLDINGS, LLC, AND (III GRANTING RELATED RELIEF Upon the motion (the Motion 2 of EIG Management Company, LLC ( EIG, as administrative agent under that certain Note Purchase Agreement, dated as of January 6, 2012 (as amended, restated, or otherwise modified, the Note Purchase Agreement, and on behalf of EIG Energy Fund XV, L.P., EIG Energy Fund XV-A, L.P., EIG Energy Fund XV-B, L.P., and EIG Energy Fund XV (Cayman, L.P. (collectively, the EIG Funds, as noteholders under the Note Purchase Agreement, for entry of an order (this Order, (a dismissing the chapter 11 case of Intervention Energy, LLC and (b granting related relief, all as more fully set forth in the Motion; and this Court having jurisdiction over this matter 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 that this Court may enter a final order consistent with Article III of the United States Constitution; and this Court having found that 1 2 The debtors in these chapter 11 cases, together with the last four digits of each debtor s federal tax identification number, are as follows: Intervention Energy Holdings, LLC (8131; and Intervention Energy, LLC (8131. Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Motion. KE 44380613.144379738.7
Case 16-11247-KJC Doc 259-2 Filed 11/21/16 Page 3 of 9 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 relief requested in the Motion is in the best interests of the Debtors,cause exists under sections 1112(b and 305(a of the Bankruptcy Code to dismiss the chapter 11 case of Debtor Intervention Energy, LLC ( IE LLC ; and this Court having found that the relief granted in this Order is in the best interests of IE LLC and Intervention Energy Holdings, LLC ( Holdings and, together with IE LLC, the Debtors, their creditors, and other parties in interest; and this Court having found that EIG s notice of the Motion and opportunity for a hearing on the Motion werewas 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 as set forth herein. 2. Dismissal. The chapter 11 case of Intervention Energy, LLC ( IE LLC, which is (Case No. 16-11248 (KJC, is hereby dismissed. 3. No later than two business days following the entry of this Order, EIG by the Court, the Debtors shall file a notice of dismissal of IE LLC s chapter 11 case (the IE LLC Dismissal Notice on the docket of the above-captioned chapter 11 cases (together, the Chapter 11 Cases and serve such IE LLC Dismissal Notice on (a the Debtors; (b the Office of the United States Trustee for the District of Delaware; and (cb all known parties in interest listed on KE 44380613.144379738.7 2
Case 16-11247-KJC Doc 259-2 Filed 11/21/16 Page 4 of 9 the master mailing matrix maintained by the claims and noticing agent retained in thesethe above-captioned chapter 11 cases. (together, the Chapter 11 Cases. 4. Upon the filing of the IE LLC Dismissal Notice on the docket of the Chapter 11 Cases, the Clerk of this Court shall reflect the dismissal of chapter 11 Case No. 16-11248 (KJC on the docket of the Chapter 11 Cases, and shall close only cchapter 11 Case No. 16-11248 (KJC. 5. The IE LLC Dismissal Notice shall include notice to all parties in interest that Holdings Chapter 11 Case shall be dismissed pursuant to this Order and without the necessity of a hearing if no party in interest files a written objection to such dismissal on the docket of the Chapter 11 Cases within 10 days of service of the IE LLC Dismissal Notice (the Holdings Dismissal Objection Deadline. In the event that one or more objections to the dismissal of Holdings Chapter 11 Case are timely and properly filed, Holdings, in consultation with the Court, shall schedule an appropriate hearing date for consideration of the dismissal of Holdings Chapter 11 Case. 6. In the event that no objections to the dismissal of Holdings Chapter 11 Case are properly filed by the Holdings Dismissal Objection Deadline, Holdings shall file a certificate of no objection (a CNO on the docket no earlier than 24 hours following the expiration of the Holdings Dismissal Objection Deadline. Holdings Chapter 11 Case shall be automatically dismissed upon the filing of such CNO. No later than two business days following such dismissal of Holdings Chapter 11 Case, Holdings shall file a notice of dismissal of Holdings Chapter 11 Case (the Holdings Dismissal Notice on the docket and serve such Holdings Dismissal Notice on (a the Office of the United States Trustee for the District of Delaware; and KE 44380613.144379738.7 3
Case 16-11247-KJC Doc 259-2 Filed 11/21/16 Page 5 of 9 (b all known parties in interest listed on the master mailing matrix maintained by the claims and noticing agent retained in the Chapter 11 Cases. 7. Upon the filing of the Holdings Dismissal Notice, the Clerk of this Court shall reflect the dismissal of Case No. 16-11247 (KJC on the docket of the Chapter 11 Cases. 8. Exclusivity Motion. The Debtors Motion to Extend the Exclusivity Periods for the filing and Solicitation of Acceptances of a Chapter 11 Plan [Docket No. 224] is hereby deemed withdrawn by the Debtors. 9. Motion to Compel. The Emergency Motion of EIG Management Company, LLC to Compel Compliance with Stipulation [Docket No. 252] is hereby deemed withdrawn by EIG. 10. Statutory Fees. All fees currently due and payable pursuant to section 1930(a of title 28 of the United States Code shall be paid by the Debtors within 30 days of the entry of this Order by the Court. Any such fees accruing after the entry of this Order shall be paid by the Debtors when due and payable. 11. Fees and Expenses. Within 45 days following the entry of this Order, DLA Piper LLP (US ( DLA shall file a final fee application in compliance with the Administrative Order Establishing Procedures for Interim Compensation and Reimbursement of Expenses of Professionals [Docket No. 148] (the Interim Compensation Order and all applicable Fee Guidelines of the Office of the United States Trustee. The Debtors and EIG agree not to object to the fees and expenses payable to DLA in connection with the Chapter 11 Cases, provided that such fees and expenses total no more than $360,000 in aggregate (the Fee Amount. No later than five business days following the entry of this Order, the Debtors shall hold in escrow from funds on hand the Fee Amount on account of DLA s final fee application. DLA s final fee application may combine fees and expenses for any holdback of fees and request approval of KE 44380613.144379738.7 4
Case 16-11247-KJC Doc 259-2 Filed 11/21/16 Page 6 of 9 fees and expenses for all remaining periods through the entry of this Order. Within 10 business days following the entry of this Order, the Debtors shall pay to DLA 80% of the fees and 100% of the expenses requested by DLA s First, Second, and Third Monthly Applications [Docket Nos. 199, 243, and 245, respectively], to the extent not previously paid. 12. Upon the entry of this Order, the duties of Rust Consulting/Omni Bankruptcy ( Rust/Omni as administrative agent to the Debtors in the Chapter 11 Cases are discharged as to IE LLC. The Debtors and EIG agree not to object to the fees and expenses payable to Rust/Omni in connection with the Chapter 11 Cases, provided that such fees and expenses total no more than $15,000 in aggregate. Rust/Omni shall submit monthly invoices to the Debtors for payment in the ordinary course. 13. Release Effective Date. The Release Effective Date, as defined in the Stipulation and Order Regarding Resolution of Certain Issues in the Chapter 11 Cases [Docket No. 188] (the Stipulation, has occurred and the Releases provided for in paragraph 8 thereof became effective for the benefit of the EIG Related Parties and the Debtor Related Parties (as such terms are defined in the Stipulation. 5.14. Exculpation. No Exculpated Party shall have or incur any liability to any entity (as defined in section 101(15 of the Bankruptcy Code for any postpetition act taken or omitted to be taken in connection with, or related to, (a the Chapter 11 Cases,; (b the Stipulation,; (c the Final Order (A Authorizing Use of Cash Collateral Order,, (B Granting Liens and Providing Superpriority Administrative Expense Status, (C Granting Adequate Protection, and (D Modifying Automatic Stay [Docket No. 189] (the Final Cash Collateral Order ; (d the assignment of 100% of the equity interests in IE LLC to EIG (the Equity Assignment,, which assignment became effective on November 15, 2016 pursuant to paragraph 2 of the Stipulation; KE 44380613.144379738.7 5
Case 16-11247-KJC Doc 259-2 Filed 11/21/16 Page 7 of 9 (e the Note Purchase Agreement, the ; (f that certain Amendment No. 5, Forbearance Agreement, and Contingent Waiver, dated December 28, 2015, among the Debtors and EIG (the Forbearance Agreement ; or (g any contract, instrument, release, or other agreement, or document created or entered into in connection with the foregoing; provided, that each Exculpated Party shall be entitled to rely upon the advice of counsel concerning his, her, or its duties pursuant to, or in connection with, the Stipulation, the Final Cash Collateral Order, the Equity Assignment, the Note Purchase Agreement, the Forbearance Agreement, or any other related document, instrument, or agreement; provided further, that the foregoing exculpation shall have no effect on the liability of any entity that results from any such act or omission that is determined in a final order of this Court or another court of competent jurisdiction to have constituted gross negligence, fraud, or willful misconduct. For purposes of this paragraph, the term Exculpated Party means collectively, each of the following in their respective capacities as such: (av IE LLC; (w upon the dismissal of Holdings Chapter 11 Case pursuant to paragraph 6 above, Holdings; (x EIG; (by the EIG Funds; and (cz with respect to each of (av, (w, (x, and (by to the extent they were employed in such capacity on or after the Petition Date, such entity s directors, officers, shareholders (regardless of whether such interests are held directly or indirectly, partners, managers, trustees, assigns, principals, members, employees, agents, affiliates, advisory board members, parents, subsidiaries, predecessors, successors, heirs, executors and assignees, attorneys, financial advisors, investment bankers, accountants, consultants, and other professionals or representatives. 6.15. Survival of Certain Orders. Notwithstanding section 349 of the Bankruptcy Code, (a the Equity Assignment, (b all prior orders of this Court entered in the Chapter 11 Cases (including, but not limited to, the Stipulation and Order Regarding Resolution of Certain KE 44380613.144379738.7 6
Case 16-11247-KJC Doc 259-2 Filed 11/21/16 Page 8 of 9 Issues in the Chapter 11 Cases [Docket No. 188] (the Stipulation, and (c all terms of (a this Order (including, but not limited to, the exculpations contained in paragraph 514 hereof, (b the Stipulation (including, but not limited to, the mutual releases contained in paragraph 8 thereof, (c the Final Cash Collateral Order and each of the prior cash collateral orders entered by the Court in the Chapter 11 Cases [Docket Nos. 45, 79, and 156], and (d the Interim Compensation Order, are and shall remain in full force and effect and shall survive the dismissal of IE LLC s chapterthe Chapter 11 ccases. 7.16. IE LLC sfuture Bankruptcy Petitions. The rights of each of IE LLC and Holdings to file a future petitions for relief under chapters 7 or 11 of the Bankruptcy Code are preserved to the fullest extent allowed by, among other sections, section 349 of the Bankruptcy Code. 1. Retention of Jurisdiction. This Order shall be immediately effective and enforceable upon its entry. 17. The Court retains exclusive jurisdiction with respect to all mattersto resolve any dispute arising from or related to the implementationinterpretation or enforcement of this Order and all other orders of. For the avoidance of doubt, notwithstanding the dismissal of IE LLC s Chapter 11 Case and any subsequent dismissal of Holdings Chapter 11 Case, the Court enteredretains jurisdiction (a with respect to the allowance of professional fees and expenses in connection with, and under the caption and on the docket of, the Chapter 11 Cases (including, but not limited to, the Stipulation.and (b to hear and adjudicate any disputes related thereto. 18. Effectiveness. This Order shall be immediately effective and enforceable upon its entry. KE 44380613.144379738.7 7
Case 16-11247-KJC Doc 259-2 Filed 11/21/16 Page 9 of 9 Dated:, 2016 Wilmington, Delaware THE HONORABLE KEVIN J. CAREY UNITED STATES BANKRUPTCY JUDGE KE 44380613.144379738.7 8