for the southern district of texas houston division...
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IN THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF TEXAS
HOUSTON DIVISION
§ In re: § Chapter 11 § MEMORIAL PRODUCTION § Case No. 17-30262 (MI) PARTNERS LP, et al., § § (Jointly Administered) Debtors.1 § §
APPLICATION OF MEMORIAL PRODUCTION PARTNERS, ET AL., FOR ENTRY OF AN ORDER AUTHORIZING THE EMPLOYMENT AND RETENTION OF
ALIXPARTNERS, LLP AS FINANCIAL ADVISOR NUNC PRO TUNC TO THE PETITION DATE
A HEARING WILL BE CONDUCTED ON THIS MATTER ON FEBRUARY 27TH, 2017 AT 2:00 PM AT THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF TEXAS, 515 RUSK AVENUE, HOUSTON, TEXAS 77002.
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.
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 77002.
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Memorial Production Partners and its debtor affiliates, as debtors and debtors in possession
in the above-captioned chapter 11 cases (collectively, the “Debtors”), respectfully state the
following in support of this application (this “Application”):
Relief Requested
1. The Debtors seek entry of an order (the “Order”), substantially in the form attached
hereto as Exhibit A, authorizing the Debtors to retain and employ AlixPartners, LLP
(“AlixPartners”) as their financial advisor nunc pro tunc to the Petition Date (as defined herein),
and in accordance with the terms and conditions set forth in that certain engagement letter dated
as of October 19, 2016 (the “Engagement Letter”),2 a copy of which is attached hereto as Exhibit
B. In support of this Application, the Debtors submit the Declaration of John R. Castellano, a
Managing Director of AlixPartners (the “Castellano Declaration”), which is attached hereto as
Exhibit C and incorporated herein.
Jurisdiction and Venue
2. The United States Bankruptcy Court for the Southern District of Texas
(the “Court”) has jurisdiction over this matter pursuant to 28 U.S.C. § 1334. This matter is a core
proceeding within the meaning of 28 U.S.C. § 157(b)(2).
3. Venue is proper pursuant to 28 U.S.C. §§ 1408 and 1409.
4. The bases for the relief requested herein are sections 327(a) of the United States
Bankruptcy Code (the “Bankruptcy Code”), rules 2014(a) and 2016 of the Federal Rules of
Bankruptcy Procedure (the “Bankruptcy Rules”), and rules 2014-1 and 2016-1 of the Bankruptcy
2 Any references to, or summaries of, the Engagement Letter in this Application are qualified by the
express terms of the Engagement Letter, which shall govern if there is any conflict between the Engagement Letter and such summaries or references herein. Additionally, any capitalized terms used in this Application and not otherwise defined herein have the meanings ascribed to them in the Engagement Letter.
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Local Rules of the United States Bankruptcy Court for the Southern District of Texas (the
“Bankruptcy Local Rules”).
Background
5. 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’ chapter 11
cases have been consolidated for procedural purposes only and are being jointly administered
pursuant to Bankruptcy Rule 1015(b). The Debtors continue to operate their businesses and
manage their properties as debtors in possession pursuant to sections 1107(a) and 1108 of the
Bankruptcy Code. No trustee, examiner, or statutory committee of creditors has been appointed
in these chapter 11 cases.
6. 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. Stilwell, Jr. in Support of the Debtors’ Chapter 11
Petitions and Related Requests for Relief (Docket No.17).
AlixPartners’ Qualifications
7. AlixPartners is an internationally recognized restructuring and turnaround firm
with substantial experience in providing financial advisory services and has an excellent reputation
for services it has rendered in large and complex chapter 11 cases on behalf of debtors and creditors
throughout the United States.
8. AlixPartners’ professionals have assisted, advised and provided strategic advice to,
debtors, creditors, bondholders, investors and other entities in numerous chapter 11 cases of
similar size and complexity to the Debtors’ chapter 11 cases. AlixPartners has provided financial
or crisis management services in numerous large cases. See, e.g., In re Linn Energy, Case No. 16-
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60040 (DRJ) (Bankr. S.D. Tex. June 27, 2016); In re Aspect Software Parent, Inc., No. 16-10597
(MFW) (Bank D. Del. April 22, 2016); In re SH130 Concession Company, LLC, No. 16-10262
(TMD) (Bank. W.D. Tex. April 14, 2016); In re Paragon Offshore PLC, No. 16-10386 (CSS)
(Bank. D. Del. April 5, 2016); In re Ryckman Creek Resources, LLC, No. 16-10292 (KJC) (Bankr.
D. Del. February 9, 2016); In re Walter Energy, Inc., No. 15-02741 (TOM) (Bankr. N.D. Ala.
September 8, 2015); In re Molycorp Inc., No. 15-11362 (CJS) (Bankr. D. Del. July 17, 2015); In
re ERG Intermediate Holdings, LLC, Case No. 15-31858 (HDH) (Bankr. N.D. Tex. June 11,
2015); In re Altegrity, Inc., No. 15-10226 (LSS) (Bankr. D. Del. March 16, 2015); In re Energy
Future Holdings Corp., No. 14-10979 (CJS) (Bankr. D. Del. January 12, 2015); In re Dendreon
Corp., No. 14-12515 (LSS) (Bankr. D. Del. December 9, 2014).
9. In addition, since approximately October 6, 2016, AlixPartners has provided
services to the Debtors in connection with their restructuring efforts. In providing such prepetition
professional services to the Debtors, AlixPartners has become familiar with the Debtors and their
businesses, including the Debtors’ financial affairs, debt structure, operations and related matters.
Having worked closely with the Debtors’ management and their other advisors, AlixPartners has
developed relevant experience and expertise regarding the Debtors that will assist it in providing
effective and efficient services in these chapter 11 cases. Accordingly, AlixPartners is both well-
qualified and uniquely able to represent the Debtors in these chapter 11 cases in an efficient and
timely manner.
Scope of Services
10. Prior to the Petition Date, the Debtors, Weil, Gotshal & Manges LLP, and
AlixPartners entered into the Engagement Letter, which governs the relationship between them.
The terms and conditions of the Engagement Letter were negotiated between the Debtors and
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AlixPartners and reflect the parties’ mutual agreement as to the substantial efforts that will be
required in this engagement. Subject to further order of the Court, AlixPartners may provide the
services described in the Engagement Letter as AlixPartners and the Debtors shall deem
appropriate and feasible in order to advise the Debtors in the course of these chapter 11 cases,
including, but not limited to, the following:
Assist the Debtors with the preparation of a mortgage analysis model and reporting of results, including the linking of mortgages to oil and gas leases and associated reserve value.
Assist the Debtors’ management in developing a restructuring strategy.
Assist the Debtors to develop contingency plans and financial alternatives in the event an
out-of-court restructuring cannot be achieved.
Assist with such other matters as may be requested that fall within AlixPartners’ expertise and that are mutually agreeable.
11. Such financial advisory services are necessary to the Debtors’ restructuring efforts
and in the ongoing operation and management of the Debtors’ businesses while subject to chapter
11 of the Bankruptcy Code.
12. When necessary, the individuals working on this matter (the “AlixPartners
Personnel”) will be assisted by or replaced by various professionals at various levels.
13. To the extent AlixPartners uses the services of independent contractors (each an
“Independent Contractor”) in these chapter 11 cases, AlixPartners will (i) pass-through the cost of
such Independent Contractors to the Debtors at the same rate that AlixPartners pays the
Independent Contractors; (ii) ensure that the Independent Contractors review the list of interested
parties; and (iii) coordinate with the Independent Contractors to file with the Court any such
disclosures required by Bankruptcy Rule 2014.
No Duplication of Services
14. The financial advisory services provided by AlixPartners will complement, and not
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duplicate, the services to be rendered by any other professional retained in these chapter 11 cases.
AlixPartners’ Disinterestedness
15. To the best of the Debtors’ knowledge, information and belief, and except to the
extent disclosed herein and in the Castellano Declaration, AlixPartners (a) is a “disinterested
person” within the meaning of section 101(14) of the Bankruptcy Code, (b) has no connection with
the Debtors, their creditors, or other parties in interest, or the attorneys or accountants of the
foregoing, or the Office of the United States Trustee for the Southern District of Texas
(the “U.S. Trustee”) or any person employed in the Office of the U.S. Trustee; and (c) does not
hold any interest adverse to the Debtors’ estates.
16. To the extent that any new relevant facts or relationships bearing on the matters
described herein during the period of AlixPartners’ retention are discovered or arise, Debtors are
advised that AlixPartners will use reasonable efforts to promptly file a supplemental declaration.
Professional Compensation and Expense Reimbursement
17. AlixPartners’ decision to accept this engagement to provide services to the Debtors
is conditioned upon its ability to be retained in accordance with its customary terms and conditions
of employment, compensated for its services, and reimbursed for the out-of-pocket expenses it
incurs in accordance with its customary billing practices, as set forth in Schedule 1 of the
Engagement Letter (the “Fee and Expense Structure”).
18. The standard hourly rates of the AlixPartners personnel currently working on this
matter are as follows:
Name Description Hourly
Rate Commitment
Full or Part Time
James A. Mesterharm Managing Director $1,070 Part Time
John R. Castellano Managing Director $1,015 Part Time
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Name Description Hourly
Rate Commitment
Full or Part Time
Marc J. Brown Managing Director $950 Part Time
Henry Colvin Director $770 Part Time
John Creighton Director $720 Full Time
Christopher Rubel Director $720 Part Time
Scott Tandberg Director $720 Part Time
Uday R. Bhamidipati Associate $400 Full Time
Ryan H. Komendowski Associate $365 Part Time
Emilia V. Kanazireva Analyst $315 Full Time
Samuel K. Lemack Analyst $315 Part Time
19. AlixPartners’ current standard hourly rates for 2017, subject to periodic
adjustments, are as follows:
Position Hourly Rate
Managing Director $960 – $1,135
Director $745 - $910
Vice President $550 - $660
Associate $380 - $520
Analyst $135 - $365
Paraprofessional $250 - $270
20. In the normal course, AlixPartners reserves the right to periodically adjust its billing
rates in the normal course of business.
21. In addition to compensation for professional services rendered by AlixPartners’
Personnel, AlixPartners will seek reimbursement for reasonable, necessary, and documented out-
of-pocket expenses incurred in connection with the chapter 11 cases, including transportation
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costs, lodging, and meals.
22. To the extent AlixPartners requires services of its international divisions or
personnel from specialized practices, the standard hourly rates for that international division or
specialized practice will apply.
23. The Debtors understand that AlixPartners intends to apply for compensation for
professional services rendered and reimbursement of expenses incurred in connection with these
chapter 11 cases consistent with the Fee and Expense Structure, subject to this Court’s approval
and in compliance with applicable provisions of the Bankruptcy Code, including sections 330 and
331, the Bankruptcy Rules, the Local Rules, and any other applicable procedures and orders of
this Court.
24. AlixPartners will also maintain records in support of any fees (in 1/10th of an hour
increments), costs, and expenses incurred in connection with services rendered in these chapter 11
cases. Records will be arranged by category and nature of the services rendered, and will include
reasonably detailed descriptions of those services provided on behalf of the Debtors. AlixPartners’
applications for compensation of fees and reimbursement of expenses will be paid by the Debtors
pursuant to the terms of the Engagement Letter and any procedures established by the Court,
pursuant to an interim compensation order or otherwise.
25. AlixPartners often works for compensation that includes hourly-based fees and
performance-based, contingent-incentive compensation earned upon achieving meaningful results.
AlixPartners is not seeking a success fee in connection with these chapter 11 cases.
26. The Fee and Expense Structure is consistent with and typical of compensation
arrangements entered into by AlixPartners and other comparable firms that render similar services
under similar circumstances. The Debtors believe that the Fee and Expense Structure is reasonable,
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market-based, and designed to compensate AlixPartners fairly for its work and to cover fixed and
routine overhead expenses.
27. AlixPartners currently holds a retainer payment of $200,000 (the “Retainer”). In
the ninety (90) days prior to the Petition Date including the Retainer described above, the Debtors
paid AlixPartners a total of approximately $2,034,845.19 incurred in providing services to the
Debtors in contemplation of, and in connection with, prepetition restructuring activities.
28. Due to the ordinary course and unavoidable reconciliation of fees and submission
of expenses immediately prior to, and subsequent to, the Petition Date, AlixPartners may have
incurred but not billed fees and reimbursable expenses that relate to the prepetition period.
Approval is sought from this Court for AlixPartners to apply the Retainer to these amounts. To the
extent AlixPartners incurred any unbilled fees or reimbursable expenses in excess of the Retainer,
AlixPartners has agreed not to seek payment of such amounts and to waive any claim against
Debtors for such amounts. Accordingly, Debtors will not owe AlixPartners any sums for
prepetition services as of the Petition Date.
29. Any balance of the Retainer will constitute an evergreen retainer as security for
postpetition services and expenses. An evergreen retainer is appropriate in these chapter 11 cases.
First, evergreen retainer agreements reflect normal business terms in the marketplace. See In re
Insilco Techs., Inc., 291 B.R. 628, 634 (Bankr. D. Del. 2003) (“[I]t is not disputed that the taking
of evergreen retainers is a practice now common in the marketplace. . . . [T]he practice in this
district has been engaged in since at least the early 1990’s . . . .”). Second, AlixPartners and the
Debtors are sophisticated business entities that have negotiated the Retainer at arm’s length. As
such, the Debtors respectfully request that approval of the proposed evergreen retainer is
warranted.
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Indemnification
30. The Engagement Letter contains standard indemnification language with respect to
AlixPartners’ services including, without limitation, an agreement by the Debtors to indemnify
AlixPartners and its affiliates, partners, directors, officers, employees and agents (each, an
“AlixPartners Party”) from and against all claims, liabilities, losses, expenses and damages arising
out of or in connection with the engagement of AlixPartners that is the subject of the Engagement
Letter, except to the extent caused by gross negligence, willful misconduct, or fraud of any
AlixPartners Party.
31. The Debtors and AlixPartners believe that the indemnification provisions contained
in the Engagement Letter are customary and reasonable for AlixPartners and comparable firms
providing financial advisory services.
32. The terms and conditions of the indemnification provisions were negotiated by the
Debtors and AlixPartners at arm’s length and in good faith. The provisions contained in the
Engagement Letter, viewed in conjunction with the other terms of AlixPartners’ proposed
retention, are reasonable and in the best interest of the Debtors, their estates, and creditors in light
of the fact that the Debtors require AlixPartners’ services to successfully reorganize. The Debtors
request that this Court approve the indemnification provisions as set forth in the Engagement
Letter.
Applicable Authority
33. Section 327(a) of the Bankruptcy Code provides that a debtor, subject to court
approval:
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[M]ay employ one or more attorneys, accountants, appraisers, auctioneers, or other professional persons, that do not hold or represent an interest adverse to the estate, and that are disinterested persons, to represent or assist the [debtor] in carrying out the [debtor’s] duties under this title.
11 U.S.C. § 327(a).
34. Bankruptcy Rule 2014 requires that an application for retention include:
[S]pecific facts showing the necessity for the employment, the name of the [firm] to be employed, the reasons for the selection, the professional services to be rendered, any proposed arrangement for compensation, and, to the best of the applicant’s knowledge, all of the [firm’s] connections with the debtor, creditors, any other party in interest, their respective attorneys and accountants, the United States trustee, or any person employed in the office of the United States trustee.
Fed. R. Bankr. P. 2014.
35. The Debtors respectfully submit that section 327 of the Bankruptcy Code permits
them to hire a professional firm like AlixPartners to undertake an advisory role in these chapter 11
cases. Furthermore, the requirements set forth by Bankruptcy Rule 2014 are satisfied by this
Application. The retention of AlixPartners as financial advisor in these chapter 11 cases is in the
best interests of the Debtors’ estates, creditors, and the parties in interest.
Notice
36. The Debtors will provide notice of this Application to: (i) the Office of the United
States Trustee for Region 7; (ii) the Debtors’ 30 largest unsecured creditors on a consolidated
basis; (iii) Wells Fargo Bank, National Association, as administrative agent (the “Prepetition
Agent”) under that certain Credit Agreement, dated as of December 14, 2011; (iv) Linklaters LLP,
1345 Avenue of the Americas, New York, New York 10105 (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 75201 (Attn: Paul Heath, Esq. and Bradley Foxman, Esq.) as
counsel to the Prepetition Agent; (vi) Davis Polk & Wardwell LLP, 450 Lexington Avenue, New
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York, NY 10017 (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 10038 (Attn: Erez E. Gilad, Esq.)
as counsel to Wilmington Trust, National Association; (ix) the Securities and Exchange
Commission; (x) the Internal Revenue Service; (xi) the United States Attorney’s Office for the
Southern District of Texas; and (xii) any party that has formally appeared in these chapter 11 cases
and requested service pursuant to Bankruptcy Rule 2002.
No Prior Request
37. No prior request for the relief sought in this Application has been made to this or any other
court.
WHEREFORE the Debtors respectfully request that the Court enter the Order,
granting the relief requested herein and such other relief as the Court deems appropriate under
the circumstances.
Dated: January 30, 2017 Houston, Texas
MEMORIAL PRODUCTION PARTNERS LP (for itself and on behalf of its affiliates as Debtors and Debtors in Possession) By: Memorial Production Partners GP LLC, its general partner /s/ Jason M. Childress NAME: Jason M. Childress TITLE: Vice President, General Counsel and
Corporate Secretary
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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, and will be served as set forth in the Affidavit of Service to be filed by the Debtors’ claims, noticing, and solicitation agent.
/s/ Alfredo R. Pérez WEIL, GOTSHAL & MANGES LLP Alfredo R. Pérez (15776275) 700 Louisiana Street, Suite 1700 Houston, Texas 77002 Telephone: (713) 546-5000 Facsimile: (713) 224-951
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Exhibit A
Proposed Order
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IN THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF TEXAS
HOUSTON DIVISION
§ In re: § Chapter 11 § MEMORIAL PRODUCTION § Case No. 17-30262 (MI) PARTNERS LP, et al., § § (Jointly Administered) Debtors.1 § §
ORDER AUTHORIZING THE EMPLOYMENT
AND RETENTION OF ALIXPARTNERS, LLP AS FINANCIAL ADVISOR NUNC PRO TUNC TO THE PETITION DATE
The United States Bankruptcy Court for the Southern District of Texas (the “Court”) orders
as follows:2
IT IS HEREBY ORDERED THAT:
1. Pursuant to section 327(a) of the Bankruptcy Code, Bankruptcy Rules 2014(a) and
2016 and Bankruptcy Local Rules 2014-1 and 2016-1, the Debtors are authorized to employ and
retain AlixPartners as their financial advisor in these chapter 11 cases nunc pro tunc to the Petition
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 77002.
2 Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to such terms in the Application of Memorial Production Partners, ET AL., for entry of an order Authorizing the Employment and Retention of AlixPartners, LLP as Financial Advisor nunc pro tunc to the Petition Date (the “Application”).
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Date, in accordance with the terms and conditions set forth in the Application and Engagement
Letter, except as provided by this Order.
2. The terms of the Engagement Letter are approved in all respects except as explicitly
limited or modified herein.
3. AlixPartners is authorized to apply the Retainer to satisfy any unbilled or other
remaining prepetition fees and expenses AlixPartners becomes aware of during its ordinary course
billing review and reconciliation. The remaining balance of the Retainer held by AlixPartners
shall be treated as an evergreen retainer and be held by AlixPartners as security throughout these
chapter 11 cases until AlixPartners’ fees and expenses are fully paid.
4. AlixPartners shall file monthly, interim and final fee requests for allowance of
compensation and reimbursement of expenses pursuant to the procedures set forth in sections 330
and 331 of the Bankruptcy Code, applicable Bankruptcy Rules and the Local Rules and any other
such procedures as may be fixed by order of this Court. AlixPartners’ monthly fee applications
shall be due by the 30th day of each month following the month for which compensation is sought.
AlixPartners’ first monthly fee application is due on March 31, 2017. AlixPartners’ interim fee
applications shall be filed by the 45th day following the close of each calendar quarter. The first
interim fee application AlixPartners shall file will be due on May 15, 2017 and shall include
reporting through March 31, 2017.
5. The relief granted herein shall be binding upon any chapter 11 trustee appointed in
these chapter 11 cases, or upon any chapter 7 trustee appointed in the event of a subsequent
conversion of these chapter 11 cases to cases under chapter 7.
6. To the extent that there is any inconsistency between this Order and the
Engagement Letter or the Application, the provisions of this Order shall govern.
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3
7. The Debtors are authorized and empowered to take all actions necessary to
implement the relief granted in this Order.
8. This Court retains exclusive jurisdiction with respect to all matters arising from or
related to the implementation, interpretation, and enforcement of this Order.
Dated: _____________, 2017 Houston, Texas
UNITED STATES BANKRUPTCY JUDGE
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Exhibit B
Engagement Letter
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909 Third Avenue T 212.490.2500 AlixPartners, LLP New York, NY 10022 F 212.490.1344 alixpartners.com
Re: Agreement for Financial Advisory and Consulting Services
Dear Mr. Holtzer:
This letter, together with the attached Schedule(s) and General Terms and Conditions, sets forth the agreement (“Agreement”) between AlixPartners, LLP, a Delaware limited liability partnership (“AlixPartners”) and Weil, Gotshal & Manges LLP (“Weil”), as counsel to Memorial Production Partners LP and each of its affiliates and subsidiaries (collectively, the “Company”) regarding the engagement of AlixPartners by Weil, as financial advisor and consultant for the benefit of the Company.
All defined terms shall have the meanings ascribed to them in this letter and in the attached Schedule(s) and General Terms and Conditions. Weil, the Company, and AlixPartners are each a “party,” and together the “parties.”
Objectives and Tasks
The responsibilities of AlixPartners will be as follows:
• Assist the Company with the preparation of a mortgage analysis model and reporting of results, including the linking of mortgages to oil and gas leases and associated reserve value.
• In the event it is requested:
- Assist the Company’s management in developing a restructuring strategy.
- Assist the Company to develop contingency plans and financial alternatives in the event an out-of-court restructuring cannot be achieved.
• Assist with such other matters as may be requested that fall within AlixPartners’ expertise and that are mutually agreeable.
Staffing
Jim Mesterharm and John Castellano will be the managing directors responsible for the overall engagement. They will be assisted by a staff of consultants at various levels who have a wide range of skills and abilities related to this type of assignment. In addition, AlixPartners has relationships with, and may periodically use, independent contractors with specialized skills and abilities to assist in this engagement.
Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, New York 10153 Attention: Gary Holtzer
October 19, 2016
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AllxPartners when it really matters
AlixPartners anticipates initially using a team of six to seven other consultants for this engagement. We will periodically review the staffing levels to determine the proper mix for this assignment. We will only use the necessary staff required to complete the requested or planned tasks.
Timing, Fees and Retainer
AlixPartners commenced this engagement on or about October 6, 2016 in anticipation of receipt of a copy of the Agreement executed by the Company accompanied by the retainer, as set forth on Schedule 1.
The Company shall compensate AlixPartners for its services, and reimburse AlixPartners for expenses, as set forth on Schedule 1.
AlixPartners understands and agrees that AlixPartners is being retained by Weil and the nature and scope of our work will be directed by Weil (and not the Company). AlixPartners also understands and agrees that the Company will be solely responsible for payment of our fees and expenses as provided herein and that Weil shall not have any responsibility for any fees, expenses, indemnification, contribution, or any other amount payable under this
If these terms meet with your approval, please sign and return the enclosed copy of the Agreement and wire transfer the amount to establish the retainer.
We look forward to working with you.
Sincerely yours,
AlixPartners, LLP
Jim Mesterharm Managing Director
Acknowledged and Agreed to:
WEIL, GOTSHAL & MANGES LLP
Agreement.
* * *
Its:
By:
WEIL:\95899811\6\62739.0003
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Alix Dartners when it really matters
Dated:
MEMORIAL PRODUCTION PARTNERS LP, by its general partner MEMORIAL PRODUCTION PARTNERS GP LLC
Dated: f ( ff J f C
WEIL:\95899811\6\62739.0003
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Page 4 of 9
Schedule 1
Fees and Expenses
1. Fees
AlixPartners’ fees will be based on the hours spent by AlixPartners personnel at AlixPartners’ hourly rates, which are:
Managing Director $925 – $1,095
Director $720 - $880
Vice President $530 - $635
Associate $365 - $500
Analyst $310 - $350
Paraprofessional $240 - $260
AlixPartners reviews and revises its billing rates on January 1 of each year.
2. Success fee
AlixPartners does not seek a success fee in connection with the Objectives and Tasks described within this Agreement.
3. Expenses
In addition to the Fees set forth in this Schedule, the Company shall pay directly, or reimburse AlixPartners upon receipt of periodic billings, for all reasonable and documented out-of-pocket expenses incurred in connection with this assignment, such as travel, lodging and meals.
4. Retainer
The Company shall pay AlixPartners a retainer of $200,000 to be applied against Fees and expenses as set forth in this Schedule and in accordance with Section 2 of the General Terms and Conditions. In the event the Company requires a Chapter 11 filing to complete its restructuring efforts, or, alternatively, in the event the scope covered by this Agreement changes, the Company and AlixPartners agree to discuss in good faith whether an increase in the retainer listed above is sufficient.
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Page 5 of 9
5. Payment
AlixPartners will submit weekly invoices for services rendered and expenses incurred. All invoices shall be due and payable immediately upon receipt. No discount is provided for prompt payment, and none shall be taken.
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AlixPartners, LLP General Terms and Conditions
APLLP ADV Page 6 of 9 Rev. 01 May 2015
Section 1. Company Responsibilities
The Company will undertake responsibilities as set forth below:
1. Provide reliable and accurate detailed information, materials, documentation and
2. Make decisions and take future actions, as the Company determines in its sole discretion, on any recommendations made by AlixPartners in connection with this Agreement.
AlixPartners’ delivery of the services and the fees charged are dependent on (i) the Company’s timely and effective completion of its responsibilities; and (ii) timely decisions and approvals made by the Company’s management.
In connection with any Chapter 11 filing, the Company shall apply promptly to the Bankruptcy Court for approval of the Company's retention of AlixPartners under the terms of the Agreement. The form of retention application and proposed order shall be reasonably acceptable to AlixPartners. AlixPartners shall have no obligation to provide any further services if the Company becomes a debtor under the Bankruptcy Code unless AlixPartners' retention under the terms of the Agreement is approved by a final order of the Bankruptcy Court reasonably acceptable to AlixPartners. The Company shall assist, or cause its counsel to assist, with filing, serving and noticing of papers related to AlixPartners' fee and expense matters.
Section 2. Retainer, Billing, Payments and Taxes
Retainer. Upon execution of the Agreement, the Company shall promptly pay AlixPartners the agreed-upon advance retainer as set forth on Schedule 1. Invoices shall be offset against the retainer. Payments of invoices will be used to replenish the retainer to the agreed-upon amount. Any unearned portion of the retainer will be applied against the final invoice or returned to the Company at the end of the engagement.
If the Company becomes a debtor under the Bankruptcy Code, due to the ordinary course and unavoidable reconciliation of fees and submission of expenses immediately prior to, and subsequent to, the date of filing, AlixPartners may have incurred but not billed fees and reimbursable expenses which relate to the prepetition period. AlixPartners will seek Court approval to apply the retainer to these amounts.
Billing and Payments. All payments to be made to AlixPartners shall be due and payable upon delivery of invoice via check or wire transfer to AlixPartners’ bank account, as shown on the invoice. All amounts invoiced are based on services rendered and expenses incurred to date, and are not contingent upon future services or Work Product (as defined below), or the outcome of any case or matter. “Fees,” as used in this Agreement, shall include all amounts payable by the
Company to AlixPartners in accordance with Schedule 1, including any success fee or break fee, but excluding reimbursable expenses.
Taxes. AlixPartners’ fees are exclusive of taxes or similar charges, which shall be the responsibility of the Company (other than taxes imposed on AlixPartners’ income generally). If AlixPartners’ fees are subject to any taxes, such as State sales tax, Goods and Services Tax/Harmonized Sales Tax or Value Added Tax, then AlixPartners will include such taxes on its invoices as separate line items.
Section 3. Relationship of the Parties
The parties intend that an independent contractor relationship will be created by the Agreement. As an independent contractor, AlixPartners will have complete and exclusive charge of the management and operation of its business, including hiring and paying the wages and other compensation of all its employees and agents, and paying all bills, expenses and other charges incurred or payable with respect to the operation of its business. Employees of AlixPartners will not be entitled to receive from the Company any vacation pay, sick leave, retirement, pension or social security benefits, workers’ compensation, disability, unemployment insurance benefits or any other employee benefits. AlixPartners will be responsible for all employment, withholding, income and other taxes incurred in connection with the operation and conduct of its business. Nothing in this Agreement is intended to create, nor shall be deemed or construed to create a fiduciary or agency relationship between AlixPartners and the Company.
AlixPartners is providing advisory and consulting services only, and will not make management decisions for the Company. While AlixPartners may from time to time suggest options that may be available to the Company, the ultimate decision as to such options rests with the Company, and AlixPartners makes no promise or guarantee about the outcome of the Company’s matters.
Section 4. Confidentiality
Each of the Company and AlixPartners shall use reasonable efforts, but in no event less effort than it would use to protect its own confidential information, to keep confidential all non-public confidential or proprietary information obtained from the other party during the performance of AlixPartners’ services hereunder (the “Confidential Information”), and neither party will disclose any Confidential Information to any other person or entity. “Confidential Information” includes the terms of this Agreement, non-public confidential and proprietary data, plans, reports, schedules, drawings, accounts, records, calculations, specifications, flow sheets, computer programs, source or object codes, results, models or any work product relating to the business of either party, its subsidiaries, distributors, affiliates, vendors, customers, employees, contractors and consultants.
These General Terms and Conditions (“Terms”) are incorporated into the Agreement to which these Terms are attached. In case of conflict between the wording in the letter and/or schedule(s) and these Terms, the wording of the letter and/or schedule(s) shall prevail.
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AlixPartners, LLP General Terms and Conditions
APLLP ADV Page 7 of 9 Rev. 01 May 2015
The foregoing is not intended to prohibit, nor shall it be construed as prohibiting, AlixPartners or the Company from making such disclosures of Confidential Information that AlixPartners reasonably believes are required by law or any regulatory requirement or authority to clear client conflicts. AlixPartners may also disclose Confidential Information to its partners, directors, officers, employees, independent contractors and agents who have a need to know the Confidential Information as it relates to the services being provided under this Agreement, provided AlixPartners is responsible for any breach of these confidentiality obligations by any such parties. AlixPartners may make reasonable disclosures of Confidential Information to third parties, such as the Company’s suppliers and/or vendors, in connection with the performance of AlixPartners’ obligations and assignments hereunder, provided AlixPartners reasonably believes that such third party is bound by confidentiality obligations. In addition, AlixPartners will have the right to disclose to any person that it provided services to the Company or its affiliates and a general description of such services, but shall not provide any other information about its involvement with the Company. The obligations of the parties under this Section 4 shall survive the end of any engagement between the parties for a period of three (3) years.
Work Product (as defined in Section 5) may contain AlixPartners proprietary information or other information that is deemed to be Confidential Information for purposes of this Agreement. Therefore, the parties acknowledge and agree that (i) all information (written or oral), including advice and Work Product (as defined in Section 5), generated by AlixPartners in connection with this engagement is intended solely for the benefit and use of the Company in connection with this Agreement, and (ii) no such information shall be used for any other purpose or disseminated to any third parties, or, quoted or referred to with or without attribution to AlixPartners at any time in any manner or for any purpose without AlixPartners’ prior approval (not to be unreasonably withheld or delayed), except as required by law.
Section 5. Intellectual Property
All analyses, final reports, presentation materials, and other work product (other than any Engagement Tools, as defined below) that AlixPartners creates or develops specifically for Weil and the Company and delivers to Weil or the Company as part of this engagement (collectively known as “Work Product”) shall be owned by the Company and shall constitute Company Confidential Information as defined above. AlixPartners may retain copies of the Work Product and any Confidential Information necessary to support the Work Product subject to its confidentiality obligations in this Agreement.
All methodologies, processes, techniques, ideas, concepts, know-how, procedures, software, tools, templates, models, utilities and other intellectual property that AlixPartners has created, acquired or developed or will create, acquire or develop (collectively, “Engagement Tools”), are, and shall be,
the sole and exclusive property of AlixPartners. Weil and the Company shall not acquire any interest in the Engagement Tools other than a limited worldwide, perpetual, non-transferable license to use the Engagement Tools to the extent they are contained in the Work Product.
The Company acknowledges and agrees, except as otherwise set forth in this Agreement, that any Engagement Tools provided to Weil or the Company are provided “as is” and without any warranty or condition of any kind, express, implied or otherwise, including, implied warranties of merchantability or fitness for a particular purpose.
Section 6. Framework of the Engagement
Weil acknowledges that it is retaining AlixPartners solely to assist and advise Weil in advising the Company as described in the Agreement. This engagement shall not constitute an audit, review or compilation, or any other type of financial statement reporting engagement.
Section 7. Indemnification and Other Matters
The Company shall indemnify, hold harmless and defend AlixPartners and its affiliates and its and their partners, directors, officers, employees and agents (collectively, the “AlixPartners Parties”) from and against all claims, liabilities, losses, expenses and damages (“Losses”) arising out of or in connection with the engagement of AlixPartners that is the subject of the Agreement, other than claims determined to result from the gross negligence, willful misconduct, or bad faith of AlixPartners Parties. The Company shall pay damages and reasonable and documented expenses as incurred, including reasonable and documented legal fees and disbursements of a single legal counsel for all AlixPartners Parties, taken together. If, in the opinion of Company’s counsel, representing both parties in the matter covered by this indemnification creates a potential conflict of interest, the AlixPartners Parties may engage separate counsel to represent them at the sole expense of the Company. AlixPartners shall indemnify, defend and hold harmless MEMP, its affiliates and its and their employees, officers, directors, corporate and other affiliates, agents, representatives, successors and assigns (the “MEMP Parties”) against any Losses that any MEMP Party may incur based on or arising out of the gross negligence, willful misconduct, or bad faith of the AlixPartners Parties.
The Company’s indemnification obligations in this Section 7 shall be primary to, and without allocation against, any similar indemnification obligations that AlixPartners may offer to its personnel generally.
AlixPartners is not responsible for any third-party products or services separately procured by the Company. The Company’s sole and exclusive rights and remedies with respect to any such third party products or services are against the third-party vendor and not against AlixPartners, whether or not AlixPartners is instrumental in procuring such third-party product or service.
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AlixPartners, LLP General Terms and Conditions
APLLP ADV Page 8 of 9 Rev. 01 May 2015
Section 8. Governing Law and Arbitration
The Agreement is governed by and shall be construed in accordance with the laws of the State of New York with respect to contracts made and to be performed entirely therein and without regard to choice of law or principles thereof.
Either party may proceed directly to a court of competent jurisdiction to enforce the terms of this Agreement for any claim in connection with (i) the non-payment of Fees or expenses due under this Agreement, or (ii) the non-performance of obligations under Section 7.
In the event the Company files under Chapter 11, the Company and AlixPartners agree that the Bankruptcy Court shall have exclusive jurisdiction over any and all matters arising under or in connection with this Agreement.
In any court proceeding arising out of this Agreement, the parties hereby waive any right to trial by jury.
Section 9. Termination and Survival
The Agreement may be terminated at any time by written notice by any party; provided, however, that notwithstanding such termination AlixPartners will be entitled to any Fees and expenses due under the provisions of the Agreement (for fixed fee engagements, fees will be pro rata based on the amount of time completed). Such payment obligation shall inure to the benefit of any successor or assignee of AlixPartners.
Additionally, unless the Agreement is terminated by Weil or the Company due to AlixPartners’ material breach (and such material breach continues after 30 days’ written notice thereof and opportunity to cure) AlixPartners shall remain entitled to the success fee(s), if any, that otherwise would be payable during the 12 months after the date of termination of the Agreement.
Sections 2, 4, 5, 7, 8, 9, 10, 11 and 12 of these Terms, the provisions of Schedule 1 and the obligation to pay accrued fees and expenses shall survive the expiration or termination of the Agreement.
Section 10. Non-Solicitation of Employees
Weil and the Company acknowledge and agree that AlixPartners has made a significant monetary investment recruiting, hiring and training its personnel. During the term of this Agreement and for a period of two years after the final invoice is rendered by AlixPartners with respect to this engagement (the “Restrictive Period”), without the prior written consent of AlixPartners, the Company agrees not to directly or indirectly hire or contract with any of AlixPartners’ Managing Directors, Directors, or other employees.
If during the Restrictive Period the Company or its affiliates directly or indirectly hires or contracts with any of AlixPartners’ Managing Directors, Directors, or other employees in violation of the preceding paragraph, the Company agrees to pay to AlixPartners as liquidated damages and not as a penalty the sum total of: (i) for a Managing Director, $1,000,000; (ii)
for a Director, $500,000; and (iii) for any other employee, $250,000. The Company acknowledges and agrees that liquidated damages in such amounts are (x) fair, reasonable and necessary under the circumstances to reimburse AlixPartners for the costs of recruiting, hiring and training its employees as well as the lost profits and opportunity costs related to such personnel, and to protect the significant investment that AlixPartners has made in its Managing Directors, Directors, and other employees/ consultants; and (y) appropriate due to the difficulty of calculating the exact amount and value of that investment.
Section 11. Limit of Liability
THE ALIXPARTNERS PARTIES SHALL NOT BE LIABLE TO THE COMPANY, OR ANY PARTY ASSERTING CLAIMS ON BEHALF OF THE COMPANY, EXCEPT TO THE EXTENT OF THE GROSS NEGLIGENCE, BAD FAITH, SELF-DEALING OR INTENTIONAL MISCONDUCT OF ALIXPARTNERS. THE ALIXPARTNERS PARTIES SHALL NOT BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES, LOST PROFITS, LOST DATA, REPUTATIONAL DAMAGES, PUNITIVE DAMAGES OR ANY OTHER SIMILAR DAMAGES UNDER ANY CIRCUMSTANCES, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE ALIXPARTNERS PARTIES’ AGGREGATE LIABILITY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, IS LIMITED TO THE AMOUNT OF FEES PAID TO ALIXPARTNERS FOR SERVICES UNDER THIS AGREEMENT (OR IF THE CLAIM ARISES FROM AN ADDENDUM TO THIS AGREEMENT, UNDER THE APPLICABLE ADDENDUM) (THE “LIABILITY CAP”). The Liability Cap is the total limit of the AlixPartners Parties’ aggregate liability for any and all claims or demands by anyone pursuant to this Agreement, including liability to the Company, to any other parties hereto, and to any others making claims relating to the work performed by AlixPartners pursuant to this Agreement. Any such claimants shall allocate any amounts payable by the AlixPartners Parties among themselves as appropriate, but if they cannot agree on the allocation it will not affect the enforceability of the Liability Cap. Under no circumstances shall the aggregate of all such allocations or other claims against the AlixPartners Parties pursuant to this Agreement exceed the Liability Cap.
Section 12. General
Equitable Remedies. Each party acknowledges and agrees that money damages alone may not be an adequate remedy for a breach of the Agreement. Each party agrees that the non-breaching party shall have the right to seek a restraining order and/or an injunction for any breach of the Agreement. If any provision of the Agreement is found to be invalid or unenforceable, then it shall be deemed modified or restricted to the extent and in the manner necessary to render the same valid and enforceable.
Severability. If any portion of the Agreement shall be determined to be invalid or unenforceable, the remainder shall be valid and enforceable to the maximum extent possible.
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AlixPartners, LLP General Terms and Conditions
APLLP ADV Page 9 of 9 Rev. 01 May 2015
Entire Agreement. This Agreement, including the letter, the Terms and the schedule(s), contains the entire understanding of the parties relating to the services to be rendered by AlixPartners and supersedes any other communications, agreements, understandings, representations, or estimates among the parties (relating to the subject matter hereof) with respect to such services. The Agreement, including the letter, the Terms and the schedule(s), may not be amended or modified in any respect except in a writing signed by the parties. AlixPartners is not responsible for performing any services not specifically described herein or in a subsequent writing signed by the parties.
Related Matters. If an AlixPartners Party is required by applicable law, legal process or government action to produce information or testimony as a witness with respect to this Agreement, the Company shall reimburse AlixPartners for any professional time and expenses (including reasonable external and internal legal costs and e-discovery costs) incurred to respond to the request, except in cases where an AlixPartners Party is a party to the proceeding or the subject of the investigation.
AlixPartners will have the right to obtain independent legal counsel to obtain advice with respect to its services under this engagement. The Company will reimburse AlixPartners’ for the reasonable and documented fees and expenses of a single independent legal counsel for AlixPartners.
Joint and Several. If there is more than one party to this Agreement, the Company shall cause each other entity which is included in the definition of Company to be jointly and severally liable for the Company’s liabilities and obligations set forth in this Agreement.
Third-Party Beneficiaries. The AlixPartners Parties shall be third-party beneficiaries with respect to Section 7 hereof.
Data Protection. AlixPartners acknowledges and the Company agrees that in performing the services AlixPartners may from time to time be required to process certain personal data on behalf of the Company. In such cases, (i) the Company agrees that it is acting as a data controller with respect to any such personal data and that it shall comply with all applicable international, federal, state, provincial and local data protection, privacy or information security laws, rules, regulations, directives, and governmental requirements, (ii) AlixPartners will not be required to provide any notices to the data subjects of any such personal data before processing the data, if any such notices or consents are required, and (iii) AlixPartners shall endeavor to (a) act only on reasonable instructions from the Company within the scope of the services of this Agreement; (b) have in place appropriate technical and organizational security measures against unauthorized or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data; and (c) comply (to the extent applicable to it and/or the process) with relevant data protection, privacy or other similar laws or regulations regarding the collection, storage, processing and use of personal data in connection with this Agreement.
Notices. All notices required or permitted to be delivered under the Agreement shall be sent, if to AlixPartners, to:
AlixPartners, LLP 2000 Town Center, Suite 2400 Southfield, MI 48075 Attention: General Counsel
If to the Company:
Memorial Production Partners LP 500 Dallas St., Suite 1600 Houston, TX 77002 Attention: Robert Stillwell
and if to Weil, to the address set forth in the Agreement, to the attention of Gary Holtzer, or to such other name or address as may be given in writing to AlixPartners. All notices under the Agreement shall be sufficient only if delivered by overnight mail. Any notice shall be deemed to be given only upon actual receipt.
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Exhibit C
Castellano Declaration
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IN THE UNITED STATES BANKRUPTCY COURT
FOR THE SOUTHERN DISTRICT OF TEXAS HOUSTON DIVISION
§ In re: § Chapter 11 § MEMORIAL PRODUCTION § Case No. 17-30262 (MI) PARTNERS LP, et al., § § (Jointly Administered) Debtors.1 § §
DECLARATION OF JOHN R. CASTELLANO IN SUPPORT OF THE DEBTORS’ APPLICATION FOR ENTRY OF AN ORDER APPROVING THE EMPLOYMENT
AND RETENTION OF ALIXPARTNERS, LLP AS FINANCIAL ADVISOR TO THE DEBTORS AND DEBTORS IN POSSESSION
NUNC PRO TUNC TO THE PETITION DATE
I, John R. Castellano, make this Declaration pursuant to 28 U.S.C. § 1746, and
state:
1. I am a Managing Director with AlixPartners, LLP (“AlixPartners”), which has a
place of business at 300 N. LaSalle Street Suite #1900, Chicago, Illinois 60654.
2. I submit this declaration on behalf of AlixPartners in support of the Debtors’
Application for an Order Authorizing the Employment and Retention of AlixPartners, LLP as
financial advisor Nunc Pro Tunc to the Petition Date (the “Application”)2 by which the Debtors
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 77002.
2 Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the
Application.
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are seeking retention of AlixPartners on the terms and conditions set forth in the Application and
the engagement letter between the Debtors and AlixPartners attached to the Application as Exhibit
B (the “Engagement Letter”). Except as otherwise noted,3 I have personal knowledge of the matters
set forth herein. If called and sworn as a witness, I could, and would, testify competently to the
matters set forth herein.
AlixPartners’ Qualifications
3. AlixPartners provides financial advisory services to debtors in chapter 11 cases and
out-of-court restructurings. AlixPartners is an internationally recognized restructuring and
turnaround firm and has substantial experience in providing financial advisory services, and enjoys
an excellent reputation for services it has rendered in large and complex chapter 11 cases on behalf
of debtors and creditors throughout the United States.
4. AlixPartners’ professionals have assisted, advised and provided strategic advice to,
debtors, creditors, bondholders, investors and other entities in numerous chapter 11 cases of
similar size and complexity to the Debtors’ chapter 11 cases. AlixPartners has provided financial
or crisis management services in numerous large cases. See, e.g., In re Linn Energy, Case No. 16-
60040 (DRJ) (Bankr. S.D. Tex. June 27, 2016); In re Aspect Software Parent, Inc., No. 16-10597
(MFW) (Bank D. Del. April 22, 2016); In re SH130 Concession Company, LLC, No. 16-10262
(TMD) (Bank. W.D. Tex. April 14, 2016); In re Paragon Offshore PLC, No. 16-10386 (CSS)
(Bank. D. Del. April 5, 2016); In re Ryckman Creek Resources, LLC, No. 16-10292 (KJC) (Bankr.
D. Del. February 9, 2016); In re Walter Energy, Inc., No. 15-02741 (TOM) (Bankr. N.D. Ala.
September 8, 2015); In re Molycorp Inc., No. 15-11362 (CJS) (Bankr. D. Del. July 17, 2015); In
re ERG Intermediate Holdings, LLC, Case No. 15-31858 (HDH) (Bankr. N.D. Tex. June 11,
3 Certain of the disclosures herein relate to matters within the personal knowledge of other professionals at
AlixPartners and are based on information provided by them.
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2015); In re Altegrity, Inc., No. 15-10226 (LSS) (Bankr. D. Del. March 16, 2015); In re Energy
Future Holdings Corp., No. 14-10979 (CJS) (Bankr. D. Del. January 12, 2015); In re Dendreon
Corp., No. 14-12515 (LSS) (Bankr. D. Del. December 9, 2014). In addition, since approximately
October 19, 2016, AlixPartners has provided services to the Debtors in connection with their
restructuring efforts. In providing such prepetition professional services to the Debtors,
AlixPartners has become familiar with the Debtors and their businesses, including the Debtors
financial affairs, debt structure, operations and related matters. Having worked closely with the
Debtors management and their other advisors, AlixPartners has developed relevant experience and
expertise regarding the Debtors that will assist it in providing effective and efficient services in
these chapter 11 cases. Accordingly, AlixPartners is both well-qualified and uniquely able to
represent the Debtors in these chapter 11 cases in an efficient and timely manner.
5. If the Application is approved, AlixPartners will continue to provide services to the
Debtors. AlixPartners’ personnel will work closely with the Debtors’ management and other
professionals throughout the reorganization process. By virtue of the expertise of its restructuring
personnel and the significant prepetition work that AlixPartners performed for the Debtors its
prepetition representation of the Debtors, AlixPartners is well qualified to provide services to and
represent the Debtors’ interests in these chapter 11 cases.
Services to be Provided
6. Subject to further order of the Court, AlixPartners may provide the services
described in the Engagement Letter, including, but not limited to, the following:4
Assist the Debtors with the preparation of a mortgage analysis model and reporting of results, including the linking of mortgages to oil and gas leases and associated reserve value.
4 The summaries of the Engagement Letter contained in this Application are provided for purposes of convenience
only. In the event of any inconsistency between the summaries contained herein and the terms and provisions of the Engagement Letter, the terms of the Engagement Letter shall control.
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Assist the Debtors’ management in developing a restructuring strategy.
Assist the Debtors to develop contingency plans and financial alternatives in the event an out-of-court restructuring cannot be achieved.
Assist with such other matters as may be requested that fall within AlixPartners’ expertise and that are mutually agreeable.
No Duplication of Services
7. AlixPartners understands that the Debtors may retain additional professionals
during the term of its engagement and will work cooperatively with such professionals to integrate
any respective work conducted by the professionals on behalf of the Debtors. The financial
advisory services provided by AlixPartners will complement, and not duplicate, the services
rendered by any other professional retained in these chapter 11 cases.
Professional Compensation and Expense Reimbursement
8. AlixPartners’ decision to accept this engagement to provide services to the Debtors
is conditioned upon its ability to be retained in accordance with its customary terms and conditions
of employment, compensated for its services, and reimbursed for the out-of-pocket expenses it
incurs in accordance with its customary billing practices, as set forth in Schedule 1 of the
Engagement Letter (the “Fee and Expense Structure”).
9. The standard hourly rates of the AlixPartners personnel currently working on this
matter are as follows:
Name Description Hourly
Rate Commitment
Full or Part Time
James A. Mesterharm Managing Director $1,070 Part Time
John R. Castellano Managing Director $1,015 Part Time
Marc J. Brown Managing Director $950 Part Time
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Name Description Hourly
Rate Commitment
Full or Part Time
Henry Colvin Director $770 Part Time
John Creighton Director $720 Full Time
Christopher Rubel Director $720 Part Time
Scott Tandberg Director $720 Part Time
Uday R. Bhamidipati Associate $400 Full Time
Ryan H. Komendowski Associate $365 Part Time
Emilia V. Kanazireva Analyst $315 Full Time
Samuel K. Lemack Analyst $315 Part Time
10. AlixPartners’ current standard hourly rates for 2017, subject to periodic
adjustments, are as follows:
Position Hourly Rate
Managing Director $960 – $1,135
Director $745 - $910
Vice President $550 - $660
Associate $380 - $520
Analyst $135 - $365
Paraprofessional $250 - $270
11. In the normal course of business, AlixPartners may periodically adjust its billing
rates. Changes in applicable hourly rates will be noted on the invoices for the first time period in
which the revised rates became effective.
12. In addition to compensation for professional services rendered by AlixPartners’
Personnel, AlixPartners will seek reimbursement for reasonable and necessary expenses incurred
in connection with these chapter 11 cases, including but not limited to transportation costs, lodging,
and meals.
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13. To the extent that AlixPartners requires services of its international divisions or
personnel from specialized practices, the standard hourly rates for that international division or
specialized practice will apply.
14. AlixPartners intends to apply for compensation for professional services rendered
and reimbursement of expenses incurred in connection with these chapter 11 cases consistent with
the Fee and Expense Structure, subject to this Court’s approval and in compliance with applicable
provisions of the Bankruptcy Code, including sections 330 and 331, the Bankruptcy Rules, the
Local Rules, and all other applicable procedures and orders of this Court.
15. AlixPartners will maintain records in support of any fees (in 1/10th of an hour
increments), costs, and expenses incurred in connection with services rendered in these chapter 11
cases. Records will be arranged by category and nature of the services rendered, and will include
reasonably detailed descriptions of those services provided on behalf of the Debtors.
16. AlixPartners often works for compensation that includes hourly-based fees and
performance-based, contingent-incentive compensation earned upon achieving meaningful results.
AlixPartners is not seeking a success fee in connection with these chapter 11 cases.
17. The Fee and Expense Structure is consistent with and typical of compensation
arrangements entered into by AlixPartners and other comparable firms that render similar services
under similar circumstances. I believe that the Fee and Expense Structure is reasonable, market-
based, and designed to compensate AlixPartners fairly for its work and to cover fixed and routine
overhead expenses.
18. AlixPartners currently holds a retainer payment of $200,000.00 (the “Retainer”).
In the ninety (90) days prior to the Petition Date including the Retainer described above, the
Debtors paid AlixPartners a total of approximately $2,034,845.19 incurred in providing services
to the Debtor in contemplation of, and in connection with, prepetition restructuring activities.
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19. Due to the ordinary course and unavoidable reconciliation of fees and submission
of expenses immediately prior to, and subsequent to, the Petition Date, AlixPartners may have
incurred but not billed fees and reimbursable expenses that relate to the prepetition period.
Approval is sought from this Court for AlixPartners to apply the Retainer to these amounts. To the
extent AlixPartners incurred any unbilled fees or reimbursable expenses in excess of the Retainer,
AlixPartners has agreed not to seek payment of such amounts and to waive any claim against
Debtors for such amounts. Accordingly, Debtors will not owe AlixPartners any sums for
prepetition services as of the Petition Date.
20. Any balance of the Retainer will constitute an evergreen retainer as security for
postpetition services and expenses.
Indemnification Provisions
21. The Engagement Letter contains standard indemnification language with respect to
AlixPartners’ services including, without limitation, an agreement by the Debtors to indemnify
AlixPartners and its affiliates, partners, directors, officers, employees and agents (each, an
“AlixPartners Party”) from and against all claims, liabilities, losses, expenses and damages arising
out of or in connection with the engagement of AlixPartners that is the subject of the Engagement
Letter, except to the extent caused by gross negligence, willful misconduct, or fraud of any
AlixPartners Party.
22. AlixPartners believes that the indemnification provisions contained in the
Engagement Letter are customary and reasonable for AlixPartners and comparable firms providing
financial advisory services.
23. The terms and conditions of the indemnification provisions were negotiated by the
Debtors and AlixPartners at arm’s length and in good faith. The provisions contained in the
Engagement Letter, viewed in conjunction with the other terms of AlixPartners’ proposed
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retention, are reasonable and in the best interest of the Debtors, their estates, and creditors.
Accordingly, as part of this Application, I believe that this Court should approve the Engagement
Letter.
AlixPartners’ Disinterestedness
24. In connection with its proposed retention by the Debtors in these chapter 11 cases,
AlixPartners undertook a lengthy review to determine whether it had any conflicts or other
relationships that might cause it not to be disinterested or to hold or represent an interest adverse
to the Debtors. Specifically, AlixPartners obtained from the Debtors and/or their representatives
the names of individuals and entities that may be parties in interest in these chapter 11 cases
(“Potential Parties in Interest”). Such parties are listed on Schedule 1. A search was performed
for connections to the Potential Parties in Interest within the past five (5) years, and results were
disclosed as to AlixPartners Holdings, LLP (“AP Holdings”), AlixPartners' parent company, and
each of AlixPartners Holdings' U.S. and non-U.S. subsidiary affiliates. In addition, an email is sent
to all of their professionals inquiring of any potential connections
25. Based on that review, AlixPartners represents that, to the best of its knowledge,
AlixPartners knows of no fact or situation that would represent a conflict of interest for
AlixPartners with regard to the Debtors. Unless otherwise noted, references to AP below
collectively refer to AlixPartners, AP Holdings and each of their respective subsidiaries.
AlixPartners wishes to disclose the following:
AlixPartners is a wholly owned subsidiary of AP Holdings. On January 12, 2017, funds managed by subsidiaries of CVC Capital Partners SICAV-FIS S.A., a private equity and investment advisory firm, ceased to own a controlling stake in AP Holdings and now do not own any interest in AP Holdings. As of January 12, 2017, no person or entity owns a controlling interest in AP Holdings.
The equity capital of AP Holdings is now owned by: (i) the Managing Directors of AlixPartners; (ii) Lakeview Capital Holdings, Inc. and other affiliates of Jay Alix (collectively “Lakeview”), (iii) affiliates of Caisse de dépôt et placement du Québec
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(“CDPQ”), (iv) affiliates of Investcorp Group (“IVC”), (v) affiliates of Public Sector Pension Investment Board (“PSP Investments”) and (vi) other individuals and trusts. Neither CDPQ, IVC, Lakeview nor PSP Investments (collectively, the “Investors”) nor their respective affiliates that directly hold interests in AP Holdings (the “Investor Affiliates,” and together with the Investors, the “Investor Parties”) nor any other person owns a majority of the equity capital of AP Holdings or individually controls the Board of AP Holdings. Designees of the Investors serve or shall serve as some of the members of the Boards of Directors of each of AlixPartners and AP Holdings (collectively, the “Boards”). In addition to their investments in AP Holdings, all of the Investors have substantial investments unrelated to AP. No material nonpublic information about the Debtors has been or will be furnished by AP to the Investor Parties, and AP will continue to abide by its confidentiality obligations to the Debtors. Except for the Board designees, AP operates independently of the Investor Parties, and does not share employees, officers or other management with any such Investor Parties. AP and each of the Investor Parties have separate offices in separate buildings, use separate Internet email addresses, and do not otherwise share IT systems. No personnel of the Investor Parties work on AlixPartners client matters or have access to AlixPartners client information or client files or client personnel. No AP executive or employee is a director, officer or employee of any Investor Party. Each Investor Party is governed by its own board of directors or similar body and managed by its own management team. Each Investor is independent of each other Investor. The ownership structure of AP Holdings only recently changed to include the Investor Affiliates. As a result, as of the date hereof, due to, among other things, the sheer size of the investment portfolios of some of the Investors, AlixPartners’ conflicts search related to the Investor Parties was limited to AlixPartners searching the names of each of the Investor Parties against the list of Debtors and the list of Potential Parties in Interest. AlixPartners has determined, to the best of its knowledge based on that search, that there are no connections with the Investor Parties that require disclosure other than as noted herein. Nonetheless, AlixPartners is working with the Investor Parties to evaluate and implement any additional conflicts checks that might be warranted as soon as reasonably practicable. AlixPartners will promptly file a supplemental disclosure if there are additional connections. Although AlixPartners has performed a conflicts check as to the Investor Parties, one or more of the Investor Parties may, in the ordinary course and from time to time, hold, control and/or manage loans to, or investments in, the Debtors and/or Potential Parties in Interest and/or may trade debt and/or equity securities in the Debtors and/or Potential Parties in Interest. In addition, one or more of the Investor Parties may also have had, currently have, or may in the future have business relationships or other connections with the Debtors or other Potential Parties in
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Interest. To the extent AlixPartners learns of such business relationships or other connections, AlixPartners will promptly file a supplemental disclosure. In addition, AlixPartners may have had, may currently have or may in the future have business relationships with, among other entities, portfolio companies of the Investors and portfolio companies of private equity funds in which they are limited partners, in matters unrelated to the Debtors or their affiliates in these chapter 11 cases. Based on, among other things, the business separation between each of the Investor Parties and AlixPartners and the contractual client confidentiality obligations of AlixPartners, AlixPartners believes that it does not hold or represent an interest adverse to the estate with respect to the engagement.
Certain of the parties in interest may have extended credit, provided
services, or may in the future extend credit or provide services to AP.
Ace American Insurance (“ACE”), an insurance provider to the Debtors, is affiliated with entities that are insurance providers, litigation parties, parent companies, lenders, creditors, material contract parties, customers and vendors to current and former AP clients in matters unrelated to the Debtors. ACE affiliates are vendors to AP.
ADP, a vendor to the Debtors, is a material contract party and vendor to
current and former AP clients in matters unrelated to the Debtors. ADP is a vendor to AP.
Ajilon Professional Staffing, a vendor to the Debtors, is a vendor to AP.
AFLAC, a vendor to the Debtors, is a vendor to AP. AFLAC is an insurance
provider to current and former AP clients in matters unrelated to the Debtors.
Akin Gump Strauss Hauer & Feld (“Akin Gump”), a professional in interest in this bankruptcy matter, is opposing counsel, creditor and a professional in interest to current and former AP clients in matters unrelated to the Debtors. Akin Gump is a current and former AP client in matters unrelated to the Debtors. Akin Gump is a vendor to AP.
Allied World National Assurance Company (“Allied”), an insurance provider to the Debtors, is an adverse party, insurance provider, lender, shareholder and material contract party to current and former AP clients in matters unrelated to the Debtors.
Alvarez & Marsal Taxand LLC (“A&M”), a professional in interest in this
bankruptcy matter, is a former employer of current AP employees. An A&M affiliate is a professional in interest to current and former AP clients in matters unrelated to the Debtors.
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Anadarko Petroleum Corp., a creditor and first purchaser to the Debtors, is a litigation party, creditor, material contract party, vendor and director-affiliated company to current and former AP clients in matters unrelated to the Debtors.
Arch Insurance (“Arch”), an insurance provider to the Debtors, is an
insurance provider, co-defendant, lender and material contract party to current and former AP clients in matters unrelated to the Debtors. Arch is a former AP client in matters unrelated to the Debtors.
Archrock Partners (“Archrock”), a vendor, creditor and counterparty to the Debtors, is a current AP client in matters unrelated to the Debtors. Archrock is a creditor and significant competitor to a current AP client in a matter unrelated to the Debtors.
Aspen Specialty Insurance, an insurance provider to the Debtors, is affiliated with entities that are co-defendants, bondholders, shareholders, lenders and insurers to current and former AP clients in matters unrelated to the Debtors.
AT&T Corp. (“AT&T”), a utility provider to the Debtors, is affiliated with
entities that are creditors, lenders, adverse parties, co-defendants, director-affiliated companies, material contract parties, lessees, lessors, vendors, litigation parties, customers and shareholders to current and former AP clients in matters unrelated to the Debtors. AT&T affiliated entities are current and former AP clients in matters unrelated to the Debtors. AT&T is a vendor to AP. AT&T is a former employer of current AP employees.
Axis Insurance Company (“Axis”), an insurance provider to the Debtors, is
affiliated with entities that are material contract parties, lessors, insurers and director-affiliated companies to current and former AP clients in matters unrelated to the Debtors. Axis is a current AP client in matters unrelated to the Debtors.
Baker & Hostetler LLP, a vendor to the Debtors, is a current AP client in
matters unrelated to the Debtors. Baker & Hostetler LLP is a professional in interest, opposing counsel and client counsel to current and former AP clients in matters unrelated to the Debtors.
Baker Hughes, a vendor to the Debtors, is a litigation party, creditor, vendor
and material contract party to current AP clients in matters unrelated to the Debtors. Baker Hughes is a current and former AP client in matters unrelated to the Debtors.
Bank of America, N.A. a lender to the Debtors, is affiliated with entities
that are material contract parties, creditors, adverse parties, bondholders, associated parties, indenture trustees, investors, co-defendants, co-
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plaintiffs, director-affiliated companies, litigation parties, lessors, professionals in interest, shareholders, vendors and lenders to current and former AP clients in matters unrelated to the Debtors. Bank of America and affiliates are current and former AP clients in matters unrelated to the Debtors. Bank of America is a former employer of a current AP employee.
Barclays Bank PLC. (“Barclays”), a vendor to the Debtors, is affiliated with entities that are creditors, customers, shareholders, adverse parties, associated companies, lenders, co-defendants, co-plaintiffs, material contract parties, indenture trustees, investors, professionals in interest, vendors and bondholders to current and former AP clients in matters unrelated to the Debtors. Barclays is a current AP client in matters unrelated to the Debtors. Barclays is a vendor to AP. Barclays is a former employer of current AP employees.
Basic Energy Services LP (“Basic Energy”), a creditor, key counterparty and vendor to the Debtors, is a current bankruptcy engagement of AP in which AP acts as crisis manager in matters unrelated to the Debtors. Basic Energy is a creditor and vendor to a current AP client in a matter unrelated to the Debtors.
Berkshire Hathaway, an insurance provider to the Debtors, is client party, insurance provider, bondholder, shareholder and lender to current and former AP clients in matters unrelated to the Debtors.
BlackRock Financial Management Inc. (“Blackrock”), a significant
shareholder to the Debtors, is affiliated with entities that are lenders, creditors, bondholders, vendors, shareholders and material contract parties to current and former AP clients in matters unrelated to the Debtors. Blackrock and/or its affiliates are current and former AP clients in matters unrelated to the Debtors. Blackrock Realty Advisors, a subsidiary of Blackrock, is a lessor to a current AP client in matters unrelated to the Debtors.
Blue Shield of California (“Blue Cross”), a vendor to the Debtors, is
affiliated with entities that are vendors, creditors and insurance providers to current and former AP clients in matters unrelated to the Debtors. A Blue Cross affiliated entity is a former AP client in matters unrelated to the Debtors.
BMO Harris Bank, (“BMO”) a lender to the Debtors, is affiliated with an
entity, BMO Capital Markets which is a former AP client in matters unrelated to the Debtors. In addition, BMO affiliated entities are shareholders, bondholders, creditors, adverse parties, material contract parties, director-affiliated companies, lessors and lenders to current and former AP clients in matters unrelated to the Debtors.
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BNP Paribas, a lender to the Debtors, is affiliated with entities that are lenders, adverse parties, bondholders, indenture trustees, investors, lenders, parent companies, shareholders, creditors, associated companies and professionals in interest to current and former AP clients in matters unrelated to the Debtors. BNP Paribas and affiliated entities are current and former AP clients in matters unrelated to the Debtors. BNP Paribas is an AP vendor and is a former employer of current AP employees.
BP America Production Company, BP Energy Company and BP Lubricants USA Inc. (“BP”), first purchasers and vendors to the Debtors, are affiliated with entities that are current and former AP clients in matters unrelated to the Debtors. BP and affiliated entities are material contract parties, litigation parties, associated companies, shareholders, creditors, director-affiliated companies, lessors, professionals in interest, vendors, and customers to current and former AP clients in matters unrelated to the Debtors.
Bracewell and Bracewell & Giuliani (“Bracewell”), professionals in interest in this bankruptcy matter, are vendors and professionals in interest to current and former AP clients in matters unrelated to the Debtors. Bracewell is a current and former AP client in matters unrelated to the Debtors. Bracewell is a vendor to AP.
Branch Banking & Trust, a lender to the Debtors, is a co-defendant, lender,
litigation party, shareholder and vendor to current and former AP clients in matters unrelated to the Debtors.
Broadleaf Group, a vendor to the Debtors, is a vendor to AP.
Canadian Imperial Bank of Commerce - NY (“CIBC”), a lender to the Debtors, is a current and former AP client in matters unrelated to the Debtors. Other CIBC affiliated entities are lenders, bondholders, creditors, shareholders and professionals in interest to current and former AP clients in matters unrelated to the Debtors.
CW Industries, C&J Spec-Rent Services Inc., and C&J Well Services Inc.,
vendors to the Debtors, are affiliates of CJ Holdings, Co., a current bankruptcy engagement of AP in which AP is the restructuring advisor, in matters unrelated to the Debtors.
Capital One, a lender to the Debtors, is a former AP client in matters unrelated to the Debtors. Capital One is an adverse party, creditor, lender and material contract party to former AP clients in matters unrelated to the Debtors.
Cargill, a lender to the Debtors, is affiliated with entities that are creditors,
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vendors, material contract parties, customers and litigation parties to current and former AP clients in matters unrelated to the Debtors. Cargill Meat Solutions is a former AP client in matters unrelated to the Debtors.
Carrizo Oil & Gas, a competitor to the Debtors, is a director-affiliated company to a current AP client in matters unrelated to the Debtors.
CDW, a vendor to the Debtors, is a co-defendant, material contract party
and creditor to current and former AP clients in matters unrelated to the Debtors. CDW is a vendor to AP.
CenterPoint Energy Field Services (“Centerpoint”), a first purchaser to the
Debtors, is affiliated with entities are creditors, vendors, director-affiliated companies, litigation parties and material contract parties to current and former AP clients in matters unrelated to the Debtors.
CenturyLink, a utility provider to the Debtors, is a vendor to current and
former AP clients in matters unrelated to the Debtors. CenturyLink is a vendor to AP.
Certex USA, a vendor to the Debtors, is a co-defendant and vendor to current and former AP clients in matters unrelated to the Debtors.
Charter Communications, a utility provider to the Debtors, is a former AP
client in matters unrelated to the Debtors. Charter Communications is a creditor, material contract party, customer and vendor to current and former AP clients in matters unrelated to the Debtors. Charter Communications is a former employer of a current AP employee.
Chevron USA, a creditor and vendor to the Debtors, is affiliated with
entities that are material contract parties, creditors, adverse parties, associated parties, vendors, litigation parties, director-affiliated companies, lessors, and customers to current and former AP clients in matters unrelated to the Debtors. Chevron is a current and former AP client in matters unrelated to the Debtors. Chevron is a vendor to AP.
CIT, a vendor to the Debtors, is a lender, creditor, material contract party
and lessor to current and former AP clients in matters unrelated to the Debtors. An affiliate is a former employer of current AP employees.
Citibank (“Citi”), a lender to the Debtors, is affiliated with entities that are creditors, lenders, bondholders, director-affiliated companies, shareholders, adverse parties, associated parties, professionals in interest and lessors to current and former AP clients in matters unrelated to the Debtors. Citi affiliated entities are former AP clients in matters unrelated to the Debtors.
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Citizens Bank, a lender to the Debtors, is a creditor, lender and material contract party to current and former AP clients in matters unrelated to the Debtors. Citizens Bank is a former AP client in matters unrelated to the Debtors.
Clariant Corporation, a creditor to the Debtors, is affiliated with entities that are associated companies and shareholders to former AP clients in matters unrelated to the Debtors.
Clean Harbors Environmental, a vendor to the Debtors, is a former AP client
in matters unrelated to the Debtors. Clean Harbors is a vendor, customer and material contract party to current AP clients in matters unrelated to the Debtors.
Coca Cola Bottling Co., (‘Coca Cola”) a vendor to the Debtors, is affiliated
with entities that are lenders, vendors, lessors, material contract parties, director-affiliated companies and creditors to current and former AP clients in matters unrelated to the Debtors. Coca Cola is a current and former AP client in matters unrelated to the Debtors. Coca-Cola is a vendor to AP.
Comerica Bank (“Comerica”), a lender to the Debtors, is a former lender to
AP and also a former AP client in matters unrelated to the Debtors. Comerica is a lender, creditor, co-defendant and bondholder to current and former AP clients in matters unrelated to the Debtors. Comerica is a former employer of a current AP employee.
Compass Bank, a lender to the Debtors, is a co-defendant, bondholder,
lender, shareholder and material contract party to current and former AP clients in matters unrelated to the Debtors. Compass Bank is a former AP client in matters unrelated to the Debtors.
Copano Energy, a competitor to the Debtors, is a director-affiliated company to a current AP client in matters unrelated to the Debtors.
Credit Agricole Corporate & Investment Bank (“Credit Agricole”), a lender to the Debtors, is a current and former AP client in matters unrelated to the Debtors. Credit Agricole is a shareholder, lender, joint venture entity, bondholder and creditor to a current AP client in matters unrelated to the Debtors. Credit Agricole Leasing and Factoring is a vendor to AP.
DCP Midstream, a first purchaser to the Debtors, is a director-affiliated company, creditor and vendor to current AP clients in matters unrelated to the Debtors.
Davis Polk & Wardwell, a professional in interest in this bankruptcy matter, is a current and former AP client in matters unrelated to the Debtors. Davis
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Polk & Wardwell is a creditor, professional in interest, opposing counsel, material contract party and client counsel to current and former AP clients in matters unrelated to the Debtors. Davis Polk & Wardwell is a vendor to AP.
Dell USA (“Dell”), a vendor to the Debtors, is affiliated with entities that are creditors, vendors, material contract parties, customers, bondholders and litigation parties to current and former AP clients in matters unrelated to the Debtors. Dell is a current and former AP client in matters unrelated to the Debtors. Dell is a vendor to AP. Dell is a former employer of current AP employees.
Deutsche Bank AG (NY), a lender to the Debtors, and affiliated entities are shareholders, lenders, adverse parties, indenture trustees, associated companies, creditors, limited partners and professionals in interest to current and former AP clients in matters unrelated to the Debtors. Deutsche Bank AG, and affiliated entities, are current and former AP clients in matters unrelated to the Debtors.
DirecTV, a utility provider to the Debtors, is a current and former AP client
in matters unrelated to the Debtors. DirecTV is a co-defendant, vendor and adverse party to former AP clients in matters unrelated to the Debtors. DirecTV is a vendor to AP. DirecTV is a former employer of current AP employees.
Dixie Electric, a vendor to the Debtors, is a current AP client in matters unrelated to the Debtors.
Dominion Gas E&P LP, a first purchaser to the Debtors, is affiliated with
an entity, Dominion Gas Marketing, LLC, which is an affiliation of a current bankruptcy engagement of AP, Linn Energy, in matters unrelated to the Debtors.
Environmental Systems Research Institute, a vendor to the Debtors, is a former AP client in matters unrelated to the Debtors.
Evercore Group, a professional in interest in this bankruptcy matter, is
affiliated with entities that are creditors, shareholders, lenders, bondholders, investors and professionals in interest to current and former AP clients in matters unrelated to the Debtors. An affiliate, Evercore LP, is a vendor to AP.
Exterran Energy Solutions, LLP (“Exterran”), a vendor to the Debtors, is a
current AP client in matters unrelated to the Debtors. Exterran is a vendor to current AP clients in matters unrelated to the Debtors.
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Exxon Mobil Corporation, Exxon Company USA and ExxonMobil Gas & Power Marketing (“Exxon”), creditors, former first purchasers, counterparties and letter of credit parties to the Debtors, are affiliated with entities that are former AP clients in matters unrelated to the Debtors. Exxon is an adverse party, customer, material contract party, creditor, litigation party and vendor to current and former AP clients in matters unrelated to the Debtors. Exxon is a former AP client in matters unrelated to the Debtors. Exxon is a former employer of current AP employees.
Faegre Baker Daniels, a professional in interest in this bankruptcy matter, is a current AP client in matters unrelated to the Debtors.
Federal Express ("FedEx"), a vendor to the Debtors, is affiliated with an
entity that is an adverse party, vendor and creditor to current and former AP clients in matters unrelated to the Debtors. An affiliate of FedEx is a former AP client in matters unrelated to the Debtors. FedEx is a vendor to AP.
Federal Insurance Company (“Federal Insurance”), an insurance provider to the Debtors, is an adverse party, lender, insurance provider, lessor and material contract party to current and former AP clients in matters unrelated to the Debtors. Federal Insurance is a former AP client in matters unrelated to the Debtors. Federal Insurance is a vendor to AP.
Fir Tree Partners, a significant noteholder to the Debtors, is a material
contract party, creditor, bondholder and co-plaintiff to current AP clients in matters unrelated to the Debtors. An affiliate is a former AP client in matters unrelated to the Debtors.
Frontier Communications (Frontier”), a utility provider to the Debtors, is
client party to a former AP client in matters unrelated to the Debtors. Frontier is a creditor, shareholder and vendor to current and former AP clients in matters unrelated to the Debtors. Frontier is a former employer of a current AP employee.
GE Oil & Gas ("GE"), a vendor to the Debtors, is affiliated with entities that
are creditors, customers, associated companies, lenders, vendors, litigation parties, adverse parties, lessors and bondholders to current and former AP clients in matters unrelated to the Debtors. GE affiliated entities are current and former AP clients in matters unrelated to the Debtors. GE affiliated entities are former employers of current AP employees.
Goldman Sachs Bank USA (“Goldman”), a lender to the Debtors, is affiliated with entities that are lenders, litigants, adverse parties, indenture trustees, lessees, bondholders, professionals in interest, co-defendants, creditors, director-affiliated companies, material contract parties, investors, vendors and shareholders to current and former AP clients in matters unrelated to the Debtors. Goldman Sachs is a former AP client in matters
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unrelated to the Debtors. Lastly, Goldman Sachs is a former employer of current AP employees.
Goodrich Petroleum Corporation, a competitor to the Debtors, is a director-affiliated company and customer to a current AP client in matters unrelated to the Debtors.
Grainger, a vendor to the Debtors, is a vendor to AP. Haynes and Boone, LLP, a professional in interest in this bankruptcy matter,
is a current and former AP client in matters unrelated to the Debtors. Haynes and Boone, LLP is a professional in interest, counsel, material contract party, opposing counsel and vendor to current and former AP clients in matters unrelated to the Debtors. Haynes and Boone, LLP is a vendor to AP. Haynes and Boone, LLP is a former employer of current AP employees.
Hyatt Regency – Long Beach, a vendor to the Debtors, is affiliated with
entities that are vendors to AP. Hyatt affiliated entities are associated companies, litigation parties and lessors to current and former AP clients in matters unrelated to the Debtors.
IHS Global, a vendor to the Debtors, is a vendor to AP. IHS Global is a former employer of a current AP employee.
Illinois National Insurance Company, an insurance provider to the Debtors,
is an affiliate of American International Group, who is a current and former AP client in matters unrelated to the Debtors. Illinois National Insurance Company is adverse to AP in ongoing litigation regarding an insurance dispute unrelated to the Debtors. AIG and INIC have provided insurance coverage to AP.
ING Capital (“ING”), a lender to the Debtors, is affiliated with an entity
that is a former AP client in matters unrelated to the Debtors. ING and affiliated entities are lenders, noteholders, vendors, director-affiliated companies, material contract parties, litigation parties, trustees, shareholders, creditors, bondholders, lessors and bank steering committee members to current and former AP clients in matters unrelated to the Debtors. ING and ING RED UK (Enfield) Limited are former AP clients in matters unrelated to the Debtors.
The Internal Revenue Service (“IRS”), a government agency in this bankruptcy
matter, is a current and former AP client in matters unrelated to the Debtors. The IRS is a vendor, adverse party, professional in interest, related party, litigation party and taxing authority to current and former AP clients in matters unrelated to the Debtors. The IRS is a former employer of current AP employees.
Jackson Lewis, a professional in interest in this bankruptcy matter, is a
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professional in interest to current and former AP clients in matters unrelated to the Debtors.
John Hancock Life Insurance, a lessor to the Debtors, is a former AP client in matters unrelated to the Debtors.
JP Morgan Chase & Co., (“JPM”), a lender to the Debtors, and affiliates
are lenders, shareholders, bondholders, adverse parties, co-defendants, material contract parties, customers, investors, joint venture entities, vendors and creditors to current and former AP clients in matters unrelated to the Debtors. JPM and affiliated entities are current and former AP clients in matters unrelated to the Debtors. JPM affiliated entities are the former employers of current AP employees.
Key Energy Services, a creditor, counterparty and vendor to the Debtors, is a creditor and vendor to current and former AP clients in matters unrelated to the Debtors. Key Energy Services is a current and former AP client in matters unrelated to the Debtors.
KPMG LLP (“KPMG”), a professional in interest in this bankruptcy matter, is a current and former AP client in matters unrelated to the Debtors. KPMG is a professional in interest, auditor, adverse party, and creditor to current and former AP clients in matters unrelated to the Debtors. KPMG provides auditing services to AP. KPMG is a vendor to AP and the former employer of current AP employees.
Linklaters, LLP, a vendor to the Debtors, is client counsel and a professional
in interest to current and former AP clients in matters unrelated to the Debtors.
Linn Energy, a competitor to the Debtors, is a current chapter 11 bankruptcy engagement of AP in which AP is the restructuring advisor, in matters unrelated to the Debtors.
Lloyd’s of London (“Lloyds”), an insurance provider to the Debtors, is affiliated with entities that are creditors, lenders, insurers, litigation parties, material contract parties, associated companies, co-defendants and adverse parties to current and former AP clients in matters unrelated to the Debtors. Lloyds is a vendor to AP.
Locke Lord LLP and Locke Lord Bissell & Liddell LLP (“Locke Lord”), professionals in interest in this bankruptcy matter, are current and former AP clients in matters unrelated to the Debtors. Locke Lord is a material contract party, professional in interest and vendor to current and former AP clients in matters unrelated to the Debtors.
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Macquarie Bank Limited Sydney, a vendor to the Debtors, is affiliated with entities that are current and former AP clients in matters unrelated to the Debtors. An affiliate, Macquarie Capital, is a former AP client in matters unrelated to the Debtors. Macquarie Capital affiliated entities are shareholders and related partiers to current and former AP clients in matters unrelated to the Debtors.
Marathon Oil, a vendor to the Debtors, is a shareholder, customer, material contract party, joint venture entity, vendor and creditor to current and former AP clients in matters unrelated to the Debtors.
MCI, a utility provider to the Debtors, is a vendor and creditor to current and former AP clients in matters unrelated to the Debtors. An MCI affiliate is a former employer of current AP employees.
Memorial Production Partners GP LLC, a Debtor entity, is a statement of asset / liability party to a current AP client in matters unrelated to the Debtors.
Miller Buckfire & Co. (“Miller Buckfire”), a professional in interest in this
bankruptcy matter, is a professional in interest and director-affiliated company to current and former AP clients in matters unrelated to the Debtors.
Moody’s Investor Service, a vendor to the Debtors, is an adverse party, litigation party and vendor to current and former AP clients in matters unrelated to the Debtors. Moody’s Investor Service is a vendor to AP.
Mobius Risk Group, a vendor to the Debtors, is a professional in interest to
a current AP client in matters unrelated to the Debtors.
MUFG Union Bank, N.A., (“MUFG), a lender to the Debtors, is a current AP client in matters unrelated to the Debtors. MUFG is a lender, bondholder, creditor, customer and co-defendant to current and former AP clients in matters unrelated to the Debtors.
Munsch Hardt Kopf & Harr PC (“Munsch”), a litigation party to the
Debtors, is client counsel, professional in interest, lender, creditor and material contract party to current and former AP clients in matters unrelated to the Debtors.
Nabors Drilling Technologies USA (“Nabors”), a vendor to the Debtors, is
a former AP client in matters unrelated to the Debtors. Nabors is affiliated with entities that are creditors, lessors, litigation parties, shareholders and material contract parties to current and former AP clients in matters unrelated to the Debtors.
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NASDAQ Corporate Solutions, a vendor to the Debtors, is a professional in
interest, material contract party, shareholder, vendor and creditor to current and former AP clients in matters unrelated to the Debtors.
Natixis - NY, a lender to the Debtors, is affiliated with entities that are
parent companies, material contract parties, lenders, co-plaintiffs, professionals in interest, creditors and adverse parties to current and former AP clients in matters unrelated to the Debtors.
New Tech Global Environmental, a vendor to the Debtors, is a professional in interest to a current AP client in matters unrelated to the Debtors.
Office of The Attorney General – Colorado, a government agency in this
bankruptcy matter, is a former AP client in matters unrelated to the Debtors.
Office of The Attorney General – Michigan, a government agency in this bankruptcy matter, is a former AP client in matters unrelated to the Debtors.
Office of The Attorney General – Washington, a government agency in this
bankruptcy matter, is a current AP client in matters unrelated to the Debtors. Office of The Attorney General – California, a government agency in this
bankruptcy matter, is a current AP client in matters unrelated to the Debtors.
Office of The Attorney General – Ohio, a government agency in this bankruptcy matter, is co-counsel to a former AP client in matters unrelated to the Debtors.
Office of The Attorney General – Texas, a government agency in this
bankruptcy matter, is a former AP client in matters unrelated to the Debtors. Paul Hastings LLP (“Paul Hastings”), a professional in interest in this
bankruptcy matter, is a vendor, opposing counsel, professional in interest and client counsel to current and former AP clients in matters unrelated to the Debtors. Paul Hastings is a current and former AP client in matters unrelated to the Debtors.
PCAOB, a vendor to the Debtors, is a former employer of a current AP employee.
Pension Benefit Guaranty Corporation (“PBGC”), a government agency in this bankruptcy matter, is a creditor, vendor, adverse party and shareholder to current and former AP clients in matters unrelated to the Debtors. PBGC is a member of the unsecured creditors’ committee to a former bankruptcy matter in which AP represented the unsecured creditors’ committee of The
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Tribune Company, in matters unrelated to the Debtors. Perella Weinberg Partners, a professional in interest in this bankruptcy
matter, is a professional in interest to current AP clients in matters unrelated to the Debtors.
Pilot Thomas Logistics, a vendor to the Debtors, is a current AP client clients in matters unrelated to the Debtors.
Plains marketing, a first purchaser to the Debtors, is a vendor to AP.
PricewaterhouseCoopers, LLP (“PWC”), a professional in interest in this bankruptcy matter, is a professional in interest, opposing counsel, and creditor to current and former AP clients in matters unrelated to the Debtors. PWC provides tax and related consulting services to AP. PWC is a current and former AP client in matters unrelated to the Debtors. PWC is a former employer of certain employees, officers, directors, and shareholders of AP.
Regions Bank - Texas (“Regions”), a lender to the Debtors, is affiliated with
an entity that is a former AP client in matters unrelated to the Debtors. Regions affiliates are lenders, creditors, adverse parties, shareholders and vendors to current and former AP clients in matters unrelated to the Debtors.
Richards Layton & Finger, a professional in interest in this bankruptcy
matter, is a professional in interest, vendor and opposing counsel to current and former AP clients in matters unrelated to the Debtors. Richards Layton & Finger provides legal services to AP in matters unrelated to the Debtors.
Robert Half International Inc. (“Robert Half”), a vendor to the Debtors, is a
material contract party, professional in interest and creditor to current and former AP clients in matters unrelated to the Debtors. Robert Half is a former employer of current AP employees. Robert Half is a vendor to AP.
Robert W. Hayes, a vendor to the Debtors, is a statement of asset liability party to a current AP client in matters unrelated to the Debtors.
Royal Bank of Canada (“RBC”), a lender to the Debtors, and affiliates are
bondholders, shareholders, creditors, indenture trustees, litigation parties, adverse parties and lenders to current and former AP clients in matters unrelated to the Debtors. An RBC affiliate is a former AP client in matters unrelated to the Debtors.
Royal Dutch Shell (“Shell”), a customer to the Debtors, is affiliated with an
entity that is a former AP client in matters unrelated to the Debtors. Shell and affiliates are vendors, joint venture entities, adverse parties, customers, creditors, lessors and material contract parties to former AP clients in
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matters unrelated to the Debtors. R.R. Donnelley, a vendor to the Debtors, is affiliated with an entity that is
a former AP client in matters unrelated to the Debtors. R.R. Donnelley is a professional in interest, material contract party, customer, vendor and creditor to current and former AP clients in matters unrelated to the Debtors.
Ryan, LLC, a vendor to the Debtors, is a professional in interest to a current AP client in matters unrelated to the Debtors. Ryan, LLC is a former employer of a current AP employee.
Santander Bank, a lender to the Debtors, is a lender, material contract party, litigation party and professional in interest to former AP clients in matters unrelated to the Debtors. Santander Bank is a former employer of a current AP employee.
Schlumberger Technology Corp., a creditor and counterparty to the Debtors, is a litigation party, vendor, creditor and lessor to current AP clients in matters unrelated to the Debtors.
Scotia Waterous, a professional in interest in this bankruptcy matter, is a professional in interest to a current AP client in matters unrelated to the Debtors.
SDS Petroleum Consultants, a creditor to the Debtors, is a professional in interest to a current AP client in matters unrelated to the Debtors.
Securities and Exchange Commission (“SEC”), a vendor to the Debtors, is an adverse party to current and former AP clients in matters unrelated to the Debtors. The SEC is a current and former AP client in matters unrelated to the Debtors. The SEC is a former employer of a current AP employee.
SHI International, a vendor to the Debtors, is a vendor to AP.
Silver Point Finance (“Silver Point”), a vendor to the Debtors, is affiliated with an entity that is a lender, bondholder, noteholder, shareholder and creditor to current and former AP clients in matters unrelated to the Debtors.
SM Energy Company, a competitor to the Debtors, is a former AP client in matters unrelated to the Debtors.
Southern California Edison, a utility provider to the Debtors, is a joint
venture entity, vendor, customer, bondholder and creditor to current and former AP clients in matters unrelated to the Debtors. Southern California Edison is a former employer of a current AP employee.
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Stallion Oilfield Services, a vendor to the Debtors, is affiliated with an entity that is a current AP client in matters unrelated to the Debtors. Additionally, AP undertook an interim management role in Stallion Oilfield Services chapter 11 bankruptcy case.
Standard & Poor’s Rating (“S&P”), a vendor to the Debtors, is a professional in interest, creditor and vendor to current and former AP clients in matters unrelated to the Debtors. S&P is a vendor to AP.
Standard Register Company, a vendor to the Debtors, is a former AP client in matters unrelated to the Debtors. Standard Register Company is a vendor to AP.
Strasburger & Price, a professional in interest in this bankruptcy matter, is a professional in interest to current and former AP clients in matters unrelated to the Debtors.
Stroock & Stroock & Lavan, a professional in interest in this bankruptcy matter, is a professional in interest to current and former AP clients in matters unrelated to the Debtors.
SunTrust Banks (“SunTrust”), a lender to the Debtors, is a creditor,
bondholder, material contract party, investor, lender, shareholder and indenture trustee to current and former AP clients in matters unrelated to the Debtors. SunTrust is a former AP client in matters unrelated to the Debtors.
Susman Godfrey LLP, a professional in interest in this bankruptcy matter,
is a former AP client in matters unrelated to the Debtors. Royal Bank of Scotland (“RBS”), a lender to the Debtors, is affiliated with
entities that are lenders, material contract parties, associated companies, adverse parties, bondholders, co-defendants, parent companies, professionals in interest, shareholders and creditors to current and former AP clients in matters unrelated to the Debtors. RBS is a current and former AP client in matters unrelated to the Debtors. RBS is a former employer to current AP employees.
Time Warner Cable (“Time Warner”), a utility provider to the Debtors, and
affiliated entities, are litigation parties, vendors, adverse parties, customers, and creditors to current and former AP clients in matters unrelated to the Debtors. Time Warner is a former AP client in matters unrelated to the Debtors. Time Warner is a vendor to AP and a former employer of current AP employees.
Trican Well Service, a vendor to the Debtors, is a director-affiliated
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company to a current AP client in matters unrelated to the Debtors. TXU Energy (“TXU”), a utility provider to the Debtors, is affiliated with
entities that are adverse parties, lenders, creditors, shareholders, vendors, and material contract parties to former AP clients in matters unrelated to the Debtors. TXU Business Services is the former employer of current AP employees.
U.S. Bank National Association (U.S. Bank), an indenture trustee and
lender to the Debtors, is a lender, vendor, shareholder, adverse party, co-plaintiff, director-affiliated company, material contract party, co-defendant, lessor, professional in interest, trustee, creditor, trustee, bondholder, indenture trustee and investor to current and former AP clients in matters unrelated to the Debtors. U.S. Bank is a current AP client in matters unrelated to the Debtors.
U.S. Department of Justice (“DOJ”), including the United States Attorney General’s Office, is a current and former client of AP in matters unrelated to the Debtors. The DOJ has also been an adverse party and customer to current and former AP clients in matters unrelated to the Debtors.
U.S. Department of Labor (“DOL”), a government agency in this
bankruptcy matter, is a current and former AP client in matters unrelated to the Debtors. DOL is a litigation party and adverse party to current and former AP clients in matters unrelated to the Debtors.
U.S. Specialty Insurance Co. (“U.S. Specialty”), an insurance provider,
surety bond and letter of credit party to the to the Debtors, is a former AP client in matters unrelated to the Debtors. U.S. Specialty is an insurance provider and bondholder to current and former AP clients in matters unrelated to the Debtors.
UBS AG – Stamford branch (“UBS”), a lender to the Debtors, and affiliated
entities are current and former AP clients in matters unrelated to the Debtors. UBS and affiliates are bondholders, litigation parties, creditors, material contract parties, indenture trustees, lenders, shareholders, and vendors to current and former AP clients in matters unrelated to the Debtors. UBS is a former employer of current AP employees.
Univar USA, Inc., (“Univar”) a vendor to the Debtors, is a vendor, material
contract party and creditor to current and former AP clients in matters unrelated to the Debtors. Univar is a portfolio company of CVC.
Unum Life Insurance Company (“Unum”), an insurance provider to the
Debtors, is an insurance provider, material contract party, adverse party and bondholder to current and former AP clients in matters unrelated to the Debtors. Unum is a vendor to AP.
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Verizon, a utility provider to the Debtors, is affiliated with entities that are
creditors, co-defendants, customers, material contract parties and vendors to current and former AP clients in matters unrelated to the Debtors. Verizon is a former AP client in matters unrelated to the Debtors. Verizon is a vendor to AP.
Vinson & Elkins, a professional in interest in this bankruptcy matter, is a current and former AP client in matters unrelated to the Debtors. Vinson & Elkins is a professional in interest, vendor, co-counsel and opposing counsel to current and former AP clients in matters unrelated to the Debtors. Vinson & Elkins is a vendor to AP.
Weatherford International, a creditor to the Debtors, is a current AP client
in matters unrelated to the Debtors. Weil, Gotshal & Manges LLP (“WG&M”), a professional in interest in this
bankruptcy matter, is a professional in interest, creditor and vendor to current and former AP clients in matters unrelated to the Debtors. WG&M is a current and former AP client in matters unrelated to the Debtors. WG&M is a former employer of current AP employees. WG&M is a vendor to AP.
Wells Fargo Bank, N.A. and Wells Fargo Business Cards (“Wells Fargo”),
creditors, lenders, vendors and letter of credit party to the Debtors, and affiliates are lenders, creditors, lessors, bondholders, indenture trustees, co-defendants, adverse parties, insurance providers, associated companies, investors, material contract parties, trustees, professionals in interest, shareholders and vendors to current and former AP clients in matters unrelated to the Debtors. Wells Fargo is a current and former AP client in matters unrelated to the Debtors. Wells Fargo is a former employer of current AP employees. Wells Fargo is a vendor to AP.
West Unified Communications Services, a utility provider to the Debtors, is a vendor to AP.
Wilmington Trust, a creditor to the Debtors, is affiliated with entities that
are bondholders, material contract parties, creditors, lessors, adverse parties, professionals in interest, litigation parties, vendors, shareholders and indenture trustees to current and former AP clients in matters unrelated to the Debtors. Wilmington Trust is a former AP client in matters unrelated to the Debtors. Wilmington Trust is affiliated with entities that are vendors to AP.
Winstead PC, a litigation party to the Debtors, is a current and former AP
client in matters unrelated to the Debtors. Winstead PC is a professional in interest and opposing counsel to current and former AP clients in matters
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unrelated to the Debtors. XL Specialty Insurance, an insurance provider to the Debtors, and affiliates
are material contract parties, associated companies, insurance providers and co-defendants to current and former AP clients in matters unrelated to the Debtors.
ZB, NA d/b/a Amegy Bank, a lender to the Debtors, is a co-defendant,
lender, noteholder and creditor to current and former AP clients in matters unrelated to the Debtors.
Zee Medical, a vendor to the Debtors, is a vendor to AP. Zurich North America (“Zurich”), an insurance provider to the Debtors, is
affiliated with entities that are creditors, vendors, material contract parties, co-defendants, insurance providers, lenders and adverse parties to current and former AP clients in matters unrelated to the Debtors. Zurich is a current and former AP client in matters. Zurich provides insurance services to AP.
26. AlixPartners and its affiliates are claims agents, advisors, and crisis managers
providing services and advice in many areas, including restructuring and distressed debt. As part
of its diverse practice, AlixPartners appears in numerous cases, proceedings, and transactions
involving many different attorneys, accountants, investment bankers, and financial consultants,
some of whom may represent claimants and parties in interest in these chapter 11 cases. Further,
AlixPartners has in the past, and may in the future, be represented by various attorneys and law
firms, some of whom may be involved in these chapter 11 cases. In addition, AlixPartners has been
in the past, and likely will be in the future, engaged in matters unrelated to the Debtors or these
chapter 11 cases in which it works with or in opposition to other professionals involved in these
chapter 11 cases. Moreover, AlixPartners might have referred work to other professionals who
are retained in these chapter 11 cases. Likewise, certain such professionals who are retained in
these chapter 11 cases might have referred work to AlixPartners. To the best of my knowledge,
information and belief, insofar as I have been able to ascertain after reasonable inquiry, none of
these business relationships constitute interests adverse to the Debtor.
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27. From time to time, AlixPartners has provided services, and likely will continue to
provide services, to certain creditors of the Debtors and various other parties adverse to the Debtors
in matters wholly unrelated to these chapter 11 cases. As described herein, however, AlixPartners
has undertaken a detailed search to determine, and to disclose, whether it is providing or has
provided services to any significant creditor, equity security holder, insider or other party in
interest in such unrelated matters.
28. To the best of my knowledge, information and belief, insofar as I have been able to
ascertain after reasonable inquiry, none of the AlixPartners Personnel (a) have any connection with
the United States Trustee, or any employee in the Office of the U.S. Trustee; or (b) are related or
connected to any United States Bankruptcy Judge for the Southern District of Texas, except as
otherwise set forth herein.
29. To the best of my knowledge, none of the members of the engagement team or AP
is a direct holder of any of the Debtors’ securities. It is possible that members of the engagement
team or certain of AlixPartners employees, managing directors, board members, equity holders, or
an affiliate of any of the foregoing, may own interests in mutual funds or other investment vehicles
(including various types of private funds) that own the Debtors’ or other parties in interest’s debt
or equity securities or other financial instruments, including bank loans and other obligations.
Typically, the holders of such interests have no control over investment decisions related to such
investment funds or financial instruments. AlixPartners’ policy prohibits its employees from
personally trading in the Debtors’ securities.
30. To the best of my knowledge, information and belief, insofar as I have been able to
ascertain after reasonable inquiry, AlixPartners has not been retained to assist any entity or person
other than the Debtors on matters relating to, or in direct connection with, these chapter 11 cases.
AlixPartners will continue to provide professional services to entities that may be creditors or
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equity security holders of the Debtors or other parties in interest in these chapter 11 cases, provided
that such services do not relate to, or have any direct connection with, these chapter 11 cases or
the Debtors.
31. Certain of AlixPartners’ employees, managing directors, board members, equity
holders, or an affiliate of any of the foregoing may have financial accounts or insurance
relationships with a potential party in interest.
32. Despite the efforts described above to identify and disclose the connections that AP
has with parties in interest in these chapter 11 cases, because the Debtors form a large enterprise
with numerous creditors and other relationships, AlixPartners is unable to state with certainty that
every client relationship or other connection has been identified and disclosed.
33. In accordance with section 504 of the Bankruptcy Code and Bankruptcy Rule 2016,
neither I nor AlixPartners has entered into any agreements, express or implied, with any other party
in interest, including the Debtors, any creditor, or any attorney for such party in interest in these
chapter 11 cases, (a) for the purpose of sharing or fixing fees or other compensation to be paid to
any such party in interest or its attorneys for services rendered in connection therewith, (b) for
payment of such compensation from the assets of the estates in excess of the compensation allowed
by this Court pursuant to the applicable provisions of the Bankruptcy Code, or (c) for payment of
compensation in connection with these chapter 11 cases other than in accordance with the
applicable provisions of the Bankruptcy Code.
34. Accordingly, except as otherwise set forth herein, insofar as I have been able to
determine, neither I, AlixPartners nor any AlixPartners Personnel holds or represents any interest
adverse to the Debtors or their estates, and AlixPartners is a “disinterested person” as that term is
defined in section 101(14) of the Bankruptcy Code, as modified by section 1107(b) of the
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Bankruptcy Code, in that AlixPartners and its professionals and employees who will work on the
engagement:
(a) are not creditors, equity security holders, or insiders of the Debtors;
(b) were not, within two years before the Petition Date, a director, officer or employee of the Debtors; and
(c) do not have an interest materially adverse to the interest of the Debtors’ estate or any class of creditors or equity security holders, by reason of any direct or indirect relationship to, connection with, or interest in, the Debtors, or for any other reason.
35. If AlixPartners discovers additional information that requires disclosure,
AlixPartners will promptly file a supplemental disclosure with this Court as required by
Bankruptcy Rule 2014. AlixPartners reserves the right to supplement this Declaration in the event
that AlixPartners discovers any facts bearing on matters described in this Declaration regarding
AlixPartners’ employment by the Debtors.
Pursuant to 28 U.S.C. § 1746, I declare under penalty of perjury that the foregoing is true
and correct to the best of my knowledge and belief.
Dated: January 30, 2017
ALIXPARTNERS, LLP By: /s/ John R. Castellano John R. Castellano Managing Director
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Schedule 1
Potential Parties in Interest
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Debtors
Memorial Production Partners LP Memorial Production Partners GP LLC
MEMP Services LLC
Memorial Production Operating LLC
Memorial Production Finance Corporation
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
Memorial Energy Services LLC
Debtors’ Trade Names & Aliases (Last 8 years)
Beta Offshore
Officers and Directors of each Debtor
William J. Scarff
Christopher S. Cooper
Robert L. Stillwell, Jr.
Jason M. Childress
Matthew Hoss
Richard Smiley
Bruce Berwager
John W. Deck, Jr.
David E. Beck
Jonathan M. Clarkson
John A. Weinzierl
P. Michael Highum
William Donald Brunson
Martyn Willsher
Professionals
Akin Gump Strauss Hauer & Feld LLP
AlixPartners LLP
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Professionals
Alvarez & Marsal Taxand LLC
Andrews Lagasse Branch Bell
Bracewell & Giuliani LLP
Coghlan Crowson LLP
Donato, Minx, Brown & Pool, P.C.
Dougherty Law Firm
Evercore Group LLC
Faegre Baker Daniels
Foster LLP
Grant, Genovese & Baratta LLP
Hampe & Iglesias PLLC
Haynes And Boone LLP
Hays & Owens LLP
Hicks Thomas LLP
Jackson Lewis PC
Kirby, Mathews & Walrath, PLLC
KPMG LLP
Labanowski & Associates
Law Offices Of Andrew Pike Piekalkiewicz
Locke Lord Bissell & Liddell LLP
McGinnis Lochridge
Paul Hastings LLP
Pearl Meyer & Partners LLC
Perella Weinberg Partners (PWP)
PricewaterhouseCoopers LLP
Richards Layton & Finger
Rust Consulting/Omni Bankruptcy (“Rust/Omni”)
Ryder Scott Company LP
Scotia Waterous USA Inc.
Slattery Marino & Roberts APLC
Stinnett & Associates LLC
Strasburger & Price LLP
Stroock & Stroock & Lavan LLP
Susman Godfrey LLP
The Suazo Legal Group
Tobey & Johnston PC
Vinson & Elkins, LLP
Weil, Gotshal & Manges LLP
Non‐Debtor Professionals
Davis Polk & Wardwell LLP
Miller Buckfire & Co., LLC
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Shipman & Goodwin LLP Linklaters LLP
Landlords
Adolfo and Sara Carrasco Family Limited Partnership
Adolfo Carrisco Jr.
Town of Bairoil
John Hancock Life Insurance Co
Rocky Mountain Bank
ADOLFO CARRISCO JR
BBY Bermuda Holdings II Limited
BPY Bermuda Holdings Limited
BPY General Partner
Brookfield Asset Management Inc.
Brookfield BPY Holdings Inc.
Brookfield BPY Property Holdings I Inc.
Brookfield BPY Retail Holdings I Inc.
Brookfield Property L.P.
Brookfield Property Partners L.P.
One Allen Center Co. LLC
Property General Partner
Property GP LP
Banks and Indenture Trustees
Independent Bank
ADP, LLC
Ascende, Inc. U.S. Bank National Association (Indenture Trustee)
Noteholders
BlackgoldCapitalManagementBlackRockFinancialManagementInc(Fixed‐Income)BrigadeCapitalManagementLLCFirTreePartnersNOBO&RetailAccounts:Trust Asset Management LLC
Revolver Lenders Associated Bank, National Association
Bank of America, National Association
Barclays Bank PLC
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BMO Harris Bank National Association
BNP Paribas
Boaz Energy Partners, LLC
Branch Banking and Trust Company
Cadence Bank N.A.
Canadian Imperial Bank of Commerce (New York)
Capital One, N.A. Cargill, Incorporated
Citibank, N.A.
Citizens Bank, National Association
Comerica Bank
Compass Bank
Crédit Agricole Corporate and Investment Bank S.A.
Deutsche Bank AG, New York Branch
Goldman Sachs Bank USA
ING Capital LLC
JPMorgan Chase Bank, N.A.
MUFG Union Bank, N.A. f/k/a Union Bank, N.A>
Natixis, New York Branch
Regions Bank, Texas
Royal Bank of Canada
Santander Bank, N. A.
SunTrust Bank
The Royal Bank of Scotland plc
U.S. Bank National Association
UBS AG, Stamford Branch
Wells Fargo Bank, National Association
ZB , N.A. d/b/ a Amegy Bank
Beneficiaries and Issuers of Letters of Credit and Surety Bonds
U.S. Department of Interior : Bureau of Ocean Energy Management
CA State Lands Commission
City of Long Beach
Colorado - Oil and Gas Conservation Commission Louisiana - Office of Conservation, Department of Natural Resources
MMS (BOEM)
New Mexico - Commissioner of Public Lands New Mexico - Oil Conservation Division, Energy, Minerals and Natural Resources Dept.
New Mexico - US Dept. of Interior, Bureau of Land Mgmt.
Port of Long Beach
Texas - City of Joaquin
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Beneficiaries and Issuers of Letters of Credit and Surety Bonds
Texas - City of Laredo - Planning and Zoning Department
Texas - City of Longview
Texas - Railroad Commission
Texas - US Dept. of the Interior, Bureau of Indian Affairs
Texas - US Dept. of the Interior, Bureau of Land Mgmt.
US Department of Interior
Wyoming – Department of Workforce Services
Wyoming - Office of State Lands and Investments
Wyoming - Rocky Mountain Power
Wyoming - US Dept. of the Interior, Bureau of Land Management
Wyoming Oil and Gas Conservation Commission (WOGCC)
Classic Operating Co., LLC (Obligor)
Classic Pipeline and Gathering, LLC (Obligor)
Columbus Energy, LLC (Obligor)
PERL (REB/SP) (Obligor)
Prospect Energy, LLC (Colorado) (Obligor)
SPBP (is this San Pedro Bay Pipeline Company)? Obligor)
Argonaut Insurance
Indemco
Louisiana - Claiborne Parish Police Jury
RLI Corp
U.S. Specialty Insurance Company
Automotive Rentals, Inc.
Exxon Mobil Corporation
Wells Fargo Bank, N.A.
Material Lienholders 1776 Energy Operators, LLC
1776 Energy Partners, LLC
AERA Energy LLC
Alta Mesa Eagle, LLC
Bank of America, N.A.
BNP Paribas, as Administrative Agent
BROG GP LLC
Bruce Kowalik et al.
Burlington Resources Oil & Gas Company, L.P
Charles W. Combs
Clarence & Ellie Family Investments Ltd.
ConocoPhillips Company
Crasheil Resources, Inc.
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Material Lienholders Devon Energy Production Company, L.P.
ETX I LLC
J Mark Smith & Associates Inc.
J. Aron & Company
Jesse Atzger Et Ux
Murphy Exploration & Production Company ‐USA
Rise Energy Partners, L.P.
Silver Point Finance, LLC
State of Texas
Texas Oil Distribution & Development, Inc.
Texas Osage Royalty Pool Inc.
The Meridian Resource & Exploration, LLC
Wells Fargo Bank, National Association as Administrative Agent
Top 50 Unsecured Creditors (Consolidated)
Acts Oilfield Services LLC
Advisian, Inc.
American Longshore Mutual Association Ltd
Anadarko Petroleum Corp
Aqueos Corporation
Archrock Partners LP
Argent Consulting Services Inc.
Automotive Rental Inc.
AXIP Energy Services LP
Bartlett Oilfield Services
Basic Energy Services LP
Brand Scaffold Services Inc.
Breitburn Operating LP
Byers Automation LLC
Chevron USA Inc.
Clariant Corporation
Coastal Chemical Co LLC
Cook Compression
Dawson Geophysical Company
DCOR LLC
DNOW LP
Doe Creek Well Service & Construction LLC
Enerflex Energy Systems Inc.
Ethos Energy
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Top 50 Unsecured Creditors (Consolidated)
ExxonMobil Gas & Power Marketing
Globe Energy Services LLC
Heat Waves Hot Oil Service LLC
Hoerbiger Service Inc.
Holloman Corporation
Irwin Industries Inc.
Jacam Chemicals 2013, LLC
Jonathan Clarkson
JW Power Company
Key Energy Services Inc.
KLX Energy Services LLC
KS Pipe and Supply LLC
Live Oak County Appraisal District
MGC Equipment Company LLC
Murphy Exploration & Production Company
New Tech Global Environmental LLC
Omni Industrial Solutions LLC
P. Michael Highum
Park Energy Services
Red Dog Oil Tools Inc.
Rocky Mountain Power
Schlumberger Technology Corp
SDS Petroleum Consultants
Shelby County Tax Assessor
SO Cal Ship Services
SOS Well Services LLLC
The Jankovich Company
Total Western Inc.
Urban Oil & Gas Group
Visual Systems
Weatherford International Ltd
Webb County Tax Tac
Wells Fargo Bank N A
Wilmington Trust NA
Wortham Insurance & Risk
Utility Companies
8x8, Inc.
AMERICAN ELECTRIC POWER
AnswerNet
ASG SECURITY
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Utility Companies
AT & T CORP
BIG COUNTRY ELECTRIC COOPERATIVE INC
BLUIP INC
CAPROCK WATER COMPANY INC
CENTRAL VALLEY ELECTRIC COOP
CENTURYLINK
CERIDA INVESTMENT CORP
CHARTER COMMUNICATION
CITY OF FORT COLLINS
CITY OF GARY
CITY OF JOAQUIN
CITY OF LAREDO UTILITIES
CITY OF LONG BEACH
CITY OF LONGVIEW PUBLIC WORKS ENGINEERING ADMIN
CLECO POWER LLC
COGENT COMMUNICATIONS INC
COLEMAN COUNTY ELECTRIC COOPERATIVE INC
CPL BUSINESS
DATAWATCH SYSTEMS INC
DEEP EAST TEXAS ELECTRIC COOP
DIRECT ENERGY BUSINESS LLC
DIRECTV
DON S SAMPLE
EASTEX TELEPHONE COOPERATIVE INC
EFAX CORPORATE
FORT COLLINS UTILITIES
FRONTIER
FRONTIER COMMUNICATIONS OF CA
GRANDE COMMUNICATIONS
HOLLANDS QUARTER WATER SUPPLY CORPORATION
INTERFACE SECURITY SYSTEMS LLC
KINGS TELEMESSAGING SVCS INC
LAMB COUNTY ELECTRIC COOP
LAREDO SPRING WATER
LEA COUNTY ELECTRIC COOP INC
LONG STAR UTILITY & ELECTRICAL SERVICES
LYNTEGAR ELECTRIC COOP INC
MCI
MEDINA ELECTRIC COOPERATIVE INC
MOUNTAIN MESSAGE SERVICE
NUECES ELECTRIC COOP INC
ONE CALL OF WYOMING
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Utility Companies
PACIFICORP
PANOLA HARRISON ELECTRIC COOP INC
PENASCO VALLEY TELEPHONE COOPERATIVE INC
PHONOSCOPE CABLE
PLUS ELECTRIC INC
PORT OF LONG BEACH
POUDRE VALLEY COOP ASSN INC
POUDRE VALLEY REA
PROGRESSIVE WASTE SOLUTIONS OF TX INC EAST TEXAS DISTRICT
PROTECTION ONE ALARM MONITORING INC
RELIANT
REPUBLIC SERVICES #691
REPUBLIC SERVICES #975
ROCKY MOUNTAIN POWER
RT COMMUNICATIONS INC
RUSK COUNTY ELECTRIC COOP INC
SAM HOUSTON ELECTRIC COOPERATIVE INC
SAN PATRICIO ELECTRIC COOP INC
SOURCEGAS DISTRIBUTION LLC
SOUTHERN CALIFORNIA EDISON COMPANY
SOUTHWEST TEXAS ELECTRIC COOPERATIVE INC
SOUTHWESTERN ELECTRIC POWER COMPANY
SOUTHWESTERN PUBLIC SERVICE CO
STERICYCLE COMMUNICATIONS SOLUTIONS
SWEPCO
TAB ANSWER NETWORK
TELE‐ONE COMMUNICATIONS INC
THE CONFERENCE GROUP LLC
TIME WARNER CABLE
TOPDRIVE COMMUNICATIONS
TRI COUNTY ELECTRIC COOP INC
TRINITY VALLEY ELECTRIC COOPERATIVE INC
TXU ENERGY
UNION TELEPHONE COMPANY INC
UPSHUR RURAL ELECTRIC COOP
VALLEY TELEPHONE COOP INC
VERIZON
VERSATEL COMMUNICATIONS PAGE PLUS
WASTE MANAGEMENT OF NORTHERN COLORADO
WEST UNIFIED COMMUNICATIONS SERVICES INC
WINDSTREAM CORPORATION
WOOD COUNTY ELECTRIC CO‐OP
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Utility Companies
WYOMING WASTE SERVICES RAWLI A WASTE CONNECTIONS CO
XO COMMUNICATIONS
ZAYO GROUP LLC
Insurance Providers
ACE American Inc. Co.
Allied World National Assurance Co.
American Longshore Mutual Association
Arch Insurance Co
Argonaut Insurance
Aspen Specialty Ins. Co.
AXIS Insurance Co.
Berkley National Insurance Co.
Berkley Regional Insurance Company
Berkshire Hathaway Spl. Ins.
Continental Insurance Co.
Federal Insurance Co.
Fred Loya Insurance Agency
Gemini Insurance Company
Gotham Insurance Co.
Hanover Insurance Co.
Illinois National Ins. Co.
Illinois National Ins. Co. (AIG)
JH Blades
Lloyd’s of London
RK Harrison
Steadfast Insurance Co.
U.S. Specialty Insurance Company
United Healthcare Insurance Company
Unum Life Insurance Company
Wortham Insurance & Risk Management
XL Specialty Insurance Co.
Zurich North America
Key Contract Counterparties
Exxon Company USA
Rocky Mountain Power
Enterprise Products Operating LLC
Align Joaquin Gathering LLC
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DCP Midstream LP
JW Power Company
Archrock Partners LP
Phillips 66
Sinclair Oil & Gas Company
Schlumberger Technology Corp
Basic Energy Services LP
Key Energy Services Inc.
Globe Energy Services LLC
Competitors Abraxas Petroleum Corp.
Atlas Energy Resources, LLC
Atlas Resource Partners, L.P.
Bill Barrett Corp.
Breitburn Energy Partners LP
Brigham Exploration Company
Buckeye Partners, L.P.
Cabot Oil & Gas Corporation
Callon Petroleum Company
Carrizo Oil & Gas Inc.
Cimarex Energy Co.
Comstock Resources Inc.
Copano Energy LLC
DCP Midstream Partners LP
Eagle Rock Energy Partners, L.P.
Enervest Ltd.
EV Energy Partners LP
Goodrich Petroleum Corp.
Hiland Partners Holdings, LLC
Jones Energy, Inc.
Laredo Petroleum, Inc.
Legacy Reserves LP
Legacy Reserves Operating
Linn Energy, LLC
LRR Energy, L.P.
Magellan Midstream Partners LP
Magnum Hunter Resources Corp.
MarkWest Energy Partners, L.P.
Matador Resources Company
Mid‐Con Energy Partners, LP
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Competitors New Source Energy Partners L.P.
Newfield Exploration Co.
Oasis Petroleum Inc.
PDC Energy, Inc.
Penn Virginia Corporation
Petrohawk Energy Corporation
PetroQuest Energy Inc.
Pioneer Southwest Energy Partners L.P.
Range Resources ‐ Louisiana, Inc.
Regency Energy Partners LP
Resolute Energy Corporation
Rex Energy Corporation
Rosetta Resources, Inc.
Sanchez Energy Corporation
SandRidge Energy, Inc.
SM Energy Company
Swift Energy Company
Targa Energy LP
Targa Pipeline Partners LP
Ultra Petroleum Corp.
Vanguard Operating LLC
Vanguard Natural Resources, LLC
Whiting Canadian Holding Company ULC
Whiting Petroleum Corp.
ALIGN JOAQUIN GATHERING LLC
CENTERPOINT ENERGY FIELD SVCS DBA SERVICESTAR
CIMA ENERGY LTD
EASTEX CRUDE COMPANY
EASTMAN MIDSTREAM LP
ENABLE MIDSTREAM PARTNERS LP
ENERFIN FIELD SERVICES LLC
ETC TEXAS PIPELINE LTD
GENESIS CRUDE OIL LP
HILCORP ENERGY COMPANY
MARKWEST ENERGY OPERATING CO LLC
MARLIN MIDSTREAM LLC
SHELL ENERGY NORTH AMERICA
D C P MIDSTREAM LLC
DOMINION GAS E&P LP
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EMPRESA ENERGY
ENBRIDGE PIPELINE (EAST TX) LP
ENCRESCENT RICHLAND PIPELINE LLC
ENERGY PRODUCTION CORPORATION
ENTERPRISE PRODUCTS OPERATING LLC
MERCURIA ENERGY TRADING INC
SHELL TRADING US COMPANY
SINCLAIR OIL & GAS COMPANY
SUNOCO INC
TEXLA ENERGY MANAGEMENT INC
BP AMERICA PRODUCTION COMPANY
HYDROCARBON EXCHANGE CORP
LION OIL COMPANY
ANADARKO PETROLEUM CORP
E T C MARKETING LTD
FLINT HILLS RESOURCES LP
GULF COAST GAS GATHERING LLC
HOUSTON PIPELINE COMPANY LP
K M P LAKEWOOD
NGL SUPPLY CO LTD
ORION PIPELINE LTD
PHILLIPS 66
PHOENIX GAS PIPELINE COMPANY
PLAINS MARKETING L P
Sabine Oil & Gas LLC
WGR OPERATING LP
ALEXANDER OIL & GAS LLC
BELVAN PROPERTIES LP
BRAMMER ENGINEERING INC
COKINOS OIL COMPANY
DAVIS GAS PROCESSING INC
ENSERCO ENERGY LLC
ENTERPRISE CRUDE OIL LLC
EXXON COMPANY USA, ACCOUNTS RECEIVABLE
GREEN RIVER RESOURCES
HOLLYFRONTIER REFINING & MARKETING LLC
KINDER MORGAN TREATING LP
LPC CRUDE OIL MARKETING LLC
LUBBOCK GAS GATHERING LTD. LLP
MARTIN GAS SALES
MURPHY EXPLORATION & PRODUCTION COMPANY
OCCIDENTAL ENERGY MARKETING INC
PVR MIDSTEAM
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REGENCY FIELD SERVICES LLC
RENREW MINERALS LTD
SABINE ROYALTY TRUST
SAMSON CONTOUR ENERGY E&P LLC
SEI ENERGY LLC
SUNOCO PARTNERS
TARGA MIDSTREAM SERVICES LLC
TEXAS GATHERING COMPANY LLC
TGG PIPELINE LTD
TRISTATE ETX LLC
TWIN EAGLE CRUDE & LEASEHOLD
TWOROCK, INC.
WTG JAMESON LP
XTO ENERGY INC
Parties to Litigation
ANDRE D. JEFFERSON
BETA OPERATING COMPANY LLC
BETA OPERATING COMPANY LLC DBA BETA OFFSHORE
BOAZ ENERGY II LLC
BOAZ ENERGY LLC
Capstone Law APC
CAROL L. LEE
Carol L. Lee, et al
Carroll L. Lee And Peggy G. Lee, d/b/a Cedar Mountain Ranch
CHAD BERGMAN
CHARLES MARK WITT
FORBES COMPANY, L.P
Goldenring & Prosser
GOLDENRING & PROSSER
GRANDFIELD CONSULTING, INC.
IVORY ENERGY, LLC
JERRY D. LEE
JOHN DOES 1 ‐ 15 100, INCLUSIVE
JOHN DOES 1 ‐ 15, INCLUSIVE
JOHN DOES 1 ‐ 50, INCLUSIVE
JOHN DOES 1 ‐ 4
Jones & Lester, LLP
KATE CONRAD
LARRY G. LEE
Law Offices of Allison M. Schulman
LEE CONCHO VALLEY FAMILY, L.P.
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Parties to Litigation
LEECO PROPERTIES, INC.
Mark Ehrlich
MATTHEW LEE
MEMORIAL PRODUCTION OPERATING LLC
MEMORIAL PRODUCTION PARTNRS LP
MEMORIAL PRODUCTION PTR GP LLC
MEMORIAL RESOURCE DEV CORP
MEMORIAL RESOURCE DEVELOPMENT LLC
MEMORIAL RESOURCES DEV LLC
MRD OPERATING LLC
Munsch Hardt Kopf & Harr, P.C.
PEGGY G. LEE
RICHARD GARCIA
RIGOBERTO ESPINOZA
ROLAND MADERA
Rose, Klein & Marias LLP
S.L.P. BACKHOE SERVICES A/K/A S.L.P. OILFIELD CONSTRUCTION
SANDRA CAGLE
Shegerian & Associates, Inc.
SHEGERIAN & ASSOCIATES, INC.
SLP BACKHOE SERVICES
STEVEN JAFFE
Strauss Law Group, APC
STRAUSS LAW GROUP, APC
WINSTEAD PC ATTORNEYS
Taxing Authorities
Anderson: Cayuga ISD (Cayuga, TX)
Anderson County : Tax Assessor Collector (Palestine, TX)
Andrews County Tax Office (Andrews, TX)
Andrews ISD Tax Office (Andrews, TX)
Arkansas Unclaimed Property Division (Little Rock, AR)
Arizona Department of Revenue (Phoenix, AZ)
Baylor County Appraisal District (Seymour, TX)
Beckville ISD (Becksville,TX)
Bossier: Parish Sheriff (Benton, La)
Bureau of Safety Environmental Enforcement (Camarillo, Ca)
Caddo: Parish Sheriff (Shreveport, Louisiana)
California Department Of Fish And Wildlife (Sacramento, Ca)
California Franchise Tax Board (Sacramento, CA)
California Secretary of State (Sacramento, CA)
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Taxing Authorities
Campbell County Treasurer (Sacramento, CA)
Carbon: County Treasurer (Rawlings, WY)
Cass: Tax Assessor Collector (Linden, TX)
Cayuga ISD (Cayuga, TX)
City of Henderson (Henderson, TX)
City of Laredo (Laredo, TX)
City of Long Beach (Long Beach, CA)
City of Longview (Longview, TX)
City of Tatum Tax Assessor (Tatum, TX)
Cochran County (Morton, TX)
Coke County Clerk (Robert Lee, TX)
Colorado Dept. of Revenue (Denver, CO)
County of Crockett Tac (Ozona, TX)
County of Orange (Santa Ana, CA)
Crane County Tax Office (Crane, TX)
Dawson Co Central Appraisal Dist. (Lamesa, TX)
DC ‐ Office of Finance And Treasury (Washington, DC)
Delaware Secretary of State, State of Delaware (DE)
Utah Department of The Treasury (Ogden, UT)
Dept. of The Interior – ONRR (Denver, CO)
Desoto: Parish Sheriff (Mansfield, LA)
Dewitt County Tax Assessor Collector (Cuero, TX)
Duval: Freer ISD (Freer, TX)
Duval County Tax Assessor Collector (San Diego, TX)
Ector County Appraisal District (Odessa, TX)
Federal Energy Regulatory Commission (St. Louis, MO)
Freer Independent School District Tax Office (Freer, TX)
Fremont County Treasurer (Lander, WY)
Gaines County (Seminole, TX)
General Land Office (Austin, TX)
Gladewater Tax Office (Gladwater, TX)
Gregg County Tax Assesor Collector (Longview, TX)
Gregg: Gladewater ISD (Gladewater, TX)
Gregg: Pine Tree ISD (Longview, TX)
Gregg: Tax Assessor Collector (Gladewater, TX)
Harrison Central Appraisal District (Marshall, TX)
Harrison: County Appraisal District (Marshall, TX)
Harrison County Tax Assessor Collector (Marshall, TX)
Henderson County Tax Assessor Collector (Athens, TX)
Hockley County Tax Office (Levelland, TX)
Jim Hogg County Wcid #2 (Hebbronville, TX)
Jim Hogg: Jim Hogg County ISD (Hebbronville, TX)
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Taxing Authorities
Jim Hogg: Jim Hogg County Tax Assessor Collector (Hebbronville, TX)
Jim Hogg: Water District (Hebbronville, TX)
Jones County Appraisal District (Anson, TX)
Karnes: Karnes City ISD (Karnes City, TX) Karnes: Karnes County Tax Assessor Collector (Karnes City, TX)
Kaufman: Kaufman County Tax Assessor Collector (Kaufman, TX)
Kerens ISD Tax Assessor (Kerens, TX)
KS ‐ Kansas State Treasurer (Topeka, KS)
LA ‐ Louisiana Department Of The Treasurer (Baton Rouge, LA)
La County Tax Collector (Los Angeles, CA)
Laredo ISD Tax Office (Laredo, TX)
Larimer County OFC of Treasury (Fort Collins, CO)
Lincoln County Treasurer (Kemmerer, WY)
Live Oak: County Appraisal District (West, TX)
Long Beach Fire Department (Long Beach, CA)
Los Angeles County Taxes (Los Angeles, CA)
Louisiana Department of Environmental Quality (Baton Rouge, LA)
Louisiana Department of Revenue (Baton Rouge, LA)
Loving County Ad Valorem Tax (Mentone, TX)
Marine Preservation Association (Scotsdale, AZ)
McMullen County Tac (Tilden, TX)
McMullen: County Appraisal District (Tilden, TX)
MD ‐ Comptroller of Maryland (Baltimore, MD)
Mineola Independent School District (Mineola, TX)
Navarro: Kerens ISD (Kerens, TX)
Navarro: Navarro County Tax Office (Corsicana, TX)
Navarro: Navarro County Tax Assessor Collector (Corsicana, TX)
New Mexico Taxation & Revenue Dept. (Santa Fe, NM)
NM ‐ State of New Mexico (Santa Fe, NM)
Office of Conservation, State of Louisiana (Shreveport, LA)
Office of Natural Resources Revenue (Denver, CO)
Panola: Beckville ISD (Beckville, TX)
Panola: Panola County Tax Assessor Collector (Carthage, TX)
Parish of Bossier (Benton, LA)
Parish Of Desoto (Mansfield, LA)
Pine Tree ISD Tax Office (Longview, TX)
Polk County Assessor Collector (Livingston, TX)
Polk: Polk County Tax Assessor Collector (Livingston, TX)
Port Of Long Beach (Long Beach, CA)
Railroad Commission of Texas (Austin, TX)
Runnels County Tax Office (Ballinger, TX)
Rusk County (Henderson, TX)
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Taxing Authorities
Rusk: City of Tatum (Tatum, TX)
Rusk: Tax Assessor Collector (Henderson, TX)
Shelby: Shelby County Tax Assessor Collector (Center, TX)
Shelby: Tenaha ISD(Tenaha, TX)
Smith: Smith County Tax Office (Tyler, TX)
Smith: Smith County Tax Assessor Collector (Tyler, TX)
South Coast Air Quality Management District (Diamond Bar, CA)
State Lands Commission – California (Sacramento, CA)
State of Louisiana (Baton Rouge, LA)
State of New Mexico Commissioner of Public Lands(Santa Fe, NM)
State of New Mexico Taxation and Revenue Dept. (Santa Fe, NM)
Sublette County Clerk (Pinedale, WY)
Sweetwater: County Treasurer (Green River, WY)
Tenaha ISD (Tenaha, TX)
Terry County Appraisal Dist. (Brownfield, TX)
Texas Comptroller Of Public Accounts (Austin, TX)
Tom Green Appraisal District (San Angelo, TX)
Tyler: Tyler County Tax Assessor (Woodville, TX)
Uinta County Clerk (Evanston, WY)
United Independent School Dist. (Laredo, TX)
Upshur: Upshur County Tax Assessor Collector (Gilmer, TX)
Vaco Orange County LLC (Brentwood, TN)
Ward County Courthouse (Monahans, TX)
Webb CISD Tax Office (Bruni, TX)
Webb County Clerk (Laredo, TX)
Webb County Tax Tac (Laredo, TX)
Webb: City Of Laredo (Laredo, TX)
Webb: Laredo ISD (Laredo, TX)
Webb: Tax Assessor Collector (Laredo, TX)
Webb: United ISD (Laredo, TX)
Webb: Webb CISD (Bruni, TX)
West Virginia State Tax Dept. (Charleston. WV)
Wink Loving ISD (Wink, TX)
Winkler County (Kermint, TX)
Wood County Tax Office (Quitman, TX)
Wood: Mineola ISD (Mineola, TX)
Wood: Tax Assessor Collector (Quitman, TX)
Wyoming Dept. of Revenue Mineral Tax Division (Cheyenne, TX)
Wyoming Oil & Gas Conservation Commission (Casper, WY)
Wyoming Secretary of State (Cheyenne, WY)
Yoakum County (Plains, TX)
Young Cad (Graham, TX)
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Taxing Authorities
Zapata: Tax Assessor Collector (Zapata, TX)
Bankruptcy Judges Chief Judge David R. Jones
Judge Jeff Bohm
Judge Karen K. Brown
Judge Marvin Isgur
Judge Letitia Z. Paul
Judge Eduardo V. Rodriguez
Bankruptcy Judges Staff Albert Alonzo
Diyana Staples
Evangeline C. Attaway
Ruben Castro
Anita Dolezel
Maria Rodriguez
Clerk of the Court – Houston David J. Bradley – Clerk of the Court
Darlene Hansen – Deputy‐In‐Charge
U.S. Trustee – Region 7 Judy A. Robbins, United States Trustee
Diane Livingstone, Assistant U.S. Trustee
Hector Duran
Ellen Hickman
Christine March
Stephen Statham
United States Attorney’s Office for the Southern District of Texas Kenneth Magidson
Andrew Bobb, Deputy Chief, Houston
John Smith, Deputy Chief, South Texas and Border Fence
Government/Regulatory Environmental Protection Agency‐ Region 7
Department of Health & Human Services
Internal Revenue Services (IRS)
Securities and Exchange Commission (SEC)
U.S. Securities and Exchange Commission
Counsel to Internal Revenue Service, Assistant United States Attorney, Elizabeth F. Karpati
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United States Department of Justice Civil Division ‐ Bureau of Land Management Kenneth Magidson, US Attorney c/o United States Attorney’s Office for the Southern District of Texas EMPLOYMENT DEVELOPMENT DEPT
FEDERAL TRADE COMMISSION
LOUISIANA DEPARTMENT OF ENVIRONMENTAL QUALITY
SECRETARY OF STATE
DEPARTMENT OF ENVIRONMENTAL QUALITY REGION 9
COMMISSION ON ENVIRONMENTAL QUALITY
ENVIRONMENTAL PROTECTION AGENCY REGION 9
ENVIRONMENTAL PROTECTION AGENCY REGION 6
U.S. ENVIRONMENTAL PROTECTION AGENCY
DEPARTMENT OF ENVIRONMENTAL EQUALITY REGION 8
ARIZONA CORPORATION COMMISSION
ARIZONA DEPARTMENT OF REVENUE
ARIZONA STATE TREASURER
DEPARTMENT OF ECONOMIC SECURITY
DEPARTMENT OF REVENUE
GAME AND FISH DEPARTMENT REGION 9
NEVADA DEPT OF TAXATION
WORKERS COMPENSATION AGENCY
CA STATE BOARD OF EQUALIZATION
CALIFORNIA FRANCHISE TAX BOARD
STATE OF CALIFORNIA, SECRETARY OF STATE
STATE OF CALIFORNIA, BOARD OF EQUALIZATION
STATE TREASURER OF CALIFORNIA
WORKERS COMPENSATION AGENCY
BANKRUPTCY ADMINISTRATOR
DELAWARE DEPT. OF NATURAL RESOURCES & ENVIRONMENTAL CONTROL DEPARTMENT OF LABOR
DELAWARE DIVISION OF REVENUE
OFFICE OF THE STATE TREASURER
STATE OF DELAWARE
DEPARTMENT OF REVENUE
LOUISIANA DEPT OF AGRICULTURE & FORESTRY
LOUISIANA DEPT. OF REVENUE
LOUISIANA STATE TREASURY
CUSTOMER SERVICES DIVISION
DEPARTMENT OF REVENUE
DIRECTOR OF REVENUE
DIVISION OF EMPLOYMENT SECURITY
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MISSOURI DEPARTMENT OF NATURAL RESOURCES
MISSOURI DEPARTMENT OF REVENUE
STATE TREASURER SARAH STEELMAN
WORKERS COMPENSATION AGENCY
CLERK, SUPREME COURT
MINNESOTA DEPT OF REVENUE
TEXAS ATTORNEY GENERAL'S OFFICE
TEXAS COMPTROLLER OF PUBLIC ACCOUNTS
TEXAS DEPARTMENT OF LICENSING & REGULATION
TEXAS DEPARTMENT OF STATE HEALTH SERVICE
TEXAS EMPLOYMENT COMMISSION
U.S. DEPARTMENT OF JUSTICE
WORKERS COMPENSATION AGENCY
BUREAU OF EMPLOYMENT PROGRAMS
DEPARTMENT OF TAX & REVENUE
WEST VIRGINIA STATE TAX DEPARTMENT
WEST VIRGINIA STATE TREASURER'S OFFICE
WV DEPARTMENT OF ENVIRONMENTAL PROTECTION REGION 3
DEPARTMENT OF EMPLOYMENT
STATE TREASURER OF WYOMING
WYOMING DEPARTMENT OF REVENUE
SECURITIES EXCHANGE COMMISSION CA
SECURITIES EXCHANGE COMMISSION CO
SECURITIES EXCHANGE COMMISSION DC
SECURITIES EXCHANGE COMMISSION FL
SECURITIES EXCHANGE COMMISSION GA
SECURITIES EXCHANGE COMMISSION IL
SECURITIES EXCHANGE COMMISSION MA
SECURITIES EXCHANGE COMMISSION NY
SECURITIES EXCHANGE COMMISSION PA
SECURITIES EXCHANGE COMMISSION TX
SECURITIES EXCHANGE COMMISSION UT
NATIONAL ASSOCIATION OF ATTORNEYS GENERAL
OFFICE OF ATTORNEY GENERAL ‐ IDAHO
OFFICE OF ATTORNEY GENERAL ‐ FLORIDA
OFFICE OF ATTORNEY GENERAL ‐ KANSAS
OFFICE OF THE ATTORNEY GENERAL ‐ ALABAMA
OFFICE OF THE ATTORNEY GENERAL ‐ ARKANSAS
OFFICE OF THE ATTORNEY GENERAL ‐ CALIFORNIA
OFFICE OF THE ATTORNEY GENERAL ‐ COLORADO
OFFICE OF THE ATTORNEY GENERAL ‐ CONNECTICUT
OFFICE OF THE ATTORNEY GENERAL ‐ DELAWARE
OFFICE OF THE ATTORNEY GENERAL ‐ GEORGIA
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OFFICE OF THE ATTORNEY GENERAL ‐ HAWAII
OFFICE OF THE ATTORNEY GENERAL ‐ ILLINOIS
OFFICE OF THE ATTORNEY GENERAL ‐ INDIANA
OFFICE OF THE ATTORNEY GENERAL ‐ KENTUCKY
OFFICE OF THE ATTORNEY GENERAL ‐ LOUISIANA
OFFICE OF THE ATTORNEY GENERAL‐ LOUISIANA
OFFICE OF THE ATTORNEY GENERAL ‐ MASSACHUSETTS
OFFICE OF THE ATTORNEY GENERAL MD
OFFICE OF THE ATTORNEY GENERAL ME
OFFICE OF THE ATTORNEY GENERAL MI
OFFICE OF THE ATTORNEY GENERAL MN
OFFICE OF THE ATTORNEY GENERAL MO
OFFICE OF THE ATTORNEY GENERAL MS
OFFICE OF THE ATTORNEY GENERAL MT
OFFICE OF THE ATTORNEY GENERAL NC
OFFICE OF THE ATTORNEY GENERAL ND
OFFICE OF THE ATTORNEY GENERAL NH
OFFICE OF THE ATTORNEY GENERAL NJ
OFFICE OF THE ATTORNEY GENERAL NM
OFFICE OF THE ATTORNEY GENERAL NV
OFFICE OF THE ATTORNEY GENERAL NY
OFFICE OF THE ATTORNEY GENERAL OK
OFFICE OF THE ATTORNEY GENERAL OR
OFFICE OF THE ATTORNEY GENERAL PA
OFFICE OF THE ATTORNEY GENERAL RI
OFFICE OF THE ATTORNEY GENERAL SC
OFFICE OF THE ATTORNEY GENERAL SD
OFFICE OF THE ATTORNEY GENERAL TN
OFFICE OF THE ATTORNEY GENERAL TX
OFFICE OF THE ATTORNEY GENERAL UT
OFFICE OF THE ATTORNEY GENERAL VA
OFFICE OF THE ATTORNEY GENERAL VT
OFFICE OF THE ATTORNEY GENERAL WA
OFFICE OF THE ATTORNEY GENERAL WI
OFFICE OF THE ATTORNEY GENERAL WV
OFFICE OF THE ATTORNEY GENERAL WY
OFFICE OF THE ATTORNEY GENERAL AK
OFFICE OF THE ATTORNEY GENERAL AZ
OFFICE OF THE ATTORNEY GENERAL IA
OFFICE OF THE ATTORNEY GENERAL NE
OFFICE OF THE ATTORNEY GENERAL OH
OFFICE OF THE ATTORNEY GENERAL ‐ TEXAS
INTERNAL REVENUE SERVICE
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PENSION BENEFIT GUARANTY CORPORATION
U.S. DEPARTMENT OF JUSTICE
U.S. DEPARTMENT OF LABOR OCCUPATIONAL SAFETY AND HEALTH ADMINISTRATION (OSHA) US CUSTOMS AND BORDER PROTECTION
US DEPARTMENT OF JUSTICE
DEPARTMENT OF EMPLOYMENT SERVICES
OFFICE OF TAX AND REVENUE
Trade Vendors
248 DISPOSAL LLC
2J LEASE SERVICE LLC
31 ENERGY SERVICES LLC
4 G CONTRACTORS INC
5J OILFIELD SERVICES LLC
A & B VALVE AND PIPING SYSTEM LLC
A & G COMPRESSOR PARTS
A & M MACHINE WORKS INC
A & S VOLZ MINERALS LTD
A 1 COATINGS CO
A2D TECHNOLOGIES INC
AAA WELL SERVICE LLC
ABC RENTAL TOOL CO INC
ABM PARKING SERVICES
ABNEY & WARWICK
ABRAHAM TORRES
ACCELERATED PRODUCTION SERVICES INC
ACCUFLOW INC
ACE CONSULTING SERVICES INC
ACID SPECIALISTS LLC
ACME TRUCK LINE INC
ACOSTA RENTAL TOOL LLC
ACTS OILFIELD SERVICES LLC
ADP, INC.
ADVANCED FILTRATION CONCEPTS
Advisian, Inc.
AECOM TECHNICAL SERVICES INC
AEGIS CHEMICAL SOLUTIONS LLC
AEROS ENVIRONMENTAL INC
AFLAC
AFS ENERGY SERVICES LLC
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Trade Vendors
AGGIETECH ENERGY SERVICES LLC
AIR WELD INC
AIRGAS SAFETY INC
AJILON PROFESSIONAL STAFFING
AL KENNETH MORRIS JR
ALEX FLORES
ALFADALE INC
ALL ABOUT FUEL
ALL CONSULTING LLC
ALLIED OILFIELD MACHINE AND PUMP LLC
ALLIED WIRELINE SERVICES LLC
ALMEGA ENVIRONMENTAL
ALSCO
ALTCEM LLC
AMARO OILFIELD CONSTRUCTN LLC
AMEGA WEST SERVICES LLC
AMERICAN CLEANING TECHNOLOGIES
AMERICAN EAGLE LOGISTICS
AMERICAN ELECTRIC COMPONENTS
AMERICAN MILLENNIUM CORP INC
AMERICAN MOBILE RESEARCH INC
AMERICAN PRODUCTION SERVICES
AMERICAN PUMP & SUPPLY LLC
AMERICAN SAFETY SERVICES INC
AMERICAN TANK GAUGE
AMERICAN TUBULAR INSPECTION INC
AMERICAN WELL CONTROL & SAFETY
AMPRO STRATEGIC ALLIANCE
ANALYSTS INC
ANCHORS SECURE INC
ANDREW WELDING AND SERVICE
ANDREWS PUMP & SUPPLY INC
ANN L HAYS AKA DOROTHY A HAYES A WIDOW
ANN ROWE CAMPBELL
APPLIED CONTROL EQUIPMENT LLP
AQUEOS CORPORATION
ARCHER WIRELINE LLC
ARCHROCK PARTNERS LP
ARGENT CONSULTING SERVICES INC
ARGUINDEGUI OIL CO II LTD
ARK LA TEX SERVICES
ARK‐LA‐TEX ELECTRIC INC
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25 WEIL:\95968701\2\62739.0003
Trade Vendors
Arklatex Energy Services, LLC
ARMADILLO INC
ARPCO VALVES & CONTROLS LLC
ARROWHEAD
ASH GROVE RESOURCES LLC
ASHLOR LAND COMPANY LLC
ASPEN ENERGY SERVICE INC
ASSETPOINT LLC
ATLAS TUBULAR LP
ATMOS INTERNATIONAL INC
AUTOMATION X CORPORATION
AUTOMOTIVE RENTAL INC
AVALON RAFTS SALES & SERVICE
AVANTI ENVIRONMENTAL INC
Axip Energy Services, LP
AZURE MIDSTREAM PARTNERS LP
B & C TOOLS LLC
B & H PUMP AND SUPPLY
B & L CASING SERVICE
B & M LOWE FAMILY LLC
B & R TOOLS & SERVICE INC
B O P PRODUCTS LLC
BADGER DAYLIGHTING CORP
BADGER FISHING AND RENTAL LLC
BADGER PRESSURE CONTROL LLC
BAGGS TESTING AND RENTAL INC
BAGLEY WELL SERVICE CORP
BAILEYS REPAIR SERVICE LLC
BAKER & HOSTETLER LLP
BAKER HUGHES
BAKER RESCUE SERVICES
BAKERSFIELD PIPE & SUPPLY
BARR 4P TRUCKING
BARRETT BLOOMER DBA SPHINX SERVICES
BARTLETT OILFIELD SERVICES
Basic Energy Services, L.P.
BASIC GENERAL CONSTRUCTION INC
BASIL OILFIELD SERVICE INC
BASIN MACHINE & MFG CO INC
BASIN PROJECT INC
BASS FISHING & RENTALS LLC
BB CHEMICALS INC
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26 WEIL:\95968701\2\62739.0003
Trade Vendors
BEAR CREEK SERVICES LLC
BELL SUPPLY CO LLC
BENCHMARK ENERGY TRANSPORT SERVICES INC
BENTLY NEVADA INC
BERITH EQUIPMENT INC
BERRY LUBRICATION SERVICE INC
BESTWAY OILFIELD INC
BHL CONSULTING INC
BICO DRILLING TOOLS INC
BIENVILLE PARISH CLERK OF COURT
BIG D EQUIPMENT COMPANY
BIG FOUR METER & SUPPLY INC
BIG SKY ENERGY EQUIPMENT INC
BIG STAR ENERGY SERVICES LLC
BIG THREE PUMP SERVICE LLC
BIGFOOT ENERGY SERVICES LLC
BILLY BEALL
BIO TECH INC
BJ'S MAINTENANCE SERVICE
BLACK HILLS ENERGY CASPER
BLACK STONE MINERALS COMPANY LP
BLAIR MARTIN CO INC
BLAKE WELL LOGGING INC
BLAZER SERVICES LLC BLOCKER ENERGY SERVICES INC DBA BLOCKER FIELD SERVICES & RENTALS
BLUE SHIELD OF CALIFORNIA
BLUESTONE NATURAL RESOURCES LLC
BMA SOLUTIONS LP
BMB RENTALS LLC
BOGGS COMPLETIONS LLC
BOGGS OILFIELD SERVICES INC
BOLT FUEL OIL COMPANY INC
BOOT BARN INC
BORDER WELL SERVICES INC
BORETS US INC
BOURLAND & LEVERICH
BP ENERGY COMPANY
BP LUBRICANTS USA INC
B‐P SUPPLY INC
BRAHMA GROUP INC
BRANCO TOOLS LLC
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27 WEIL:\95968701\2\62739.0003
Trade Vendors
BRAND SCAFFOLD SERVICES INC
BRASHIER CROSBY PLLC
BRENNTAG PACIFIC INC
BRINDERSON LP
BROADRIDGE ICS
BRONCS INC
BROWN DOWNHOLE TOOLS LLC
BRUSH COUNTRY WEED CONTROL LLC
BRYANT ELECTRIC
BSC ROD LIFT SOLUTIONS
BST LIFT SYSTEMS INC
BULL MOUNTAIN TRANSFER INC
BULLDOG WIRELINE INC
BULLWHIP CATERING
BURBACK'S REFRIGERATION INC
BUREAU OF LAND MANAGEMENT
BUTCHS RATHOLE & ANCHOR SERVICE INC
BYERS AUTOMATION LLC
BYRD OILFIELD SERVICES LLC
C & R HOTSHOT LLC
C A SHORT COMPANY
C A WHITE WIRELINE SERVICES
C H FENSTERMAKER & ASSOCS LLC
C LILES TRUCKING CO INC
C P TRUCKING
C W INDUSTRIES INC
C Y AND L K COCHRAN LIVING TR
C&J SPEC‐RENT SERVICES INC
C&J WELL SERVICES INC
C&S LEASE SERVICE LLC
C&S WIRELINE SERVICES LLC
CABLECO
CACTUS PIPE & SUPPLY
CACTUS TRUCKING & OILFIELD SERVICES LLC
CACTUS WELLHEAD LLC
CAGLE FISHING & RENTAL TOOLS LTD
CALCOTE DIRT CONTRACTING INC
CALIENTE OIL INC
CALTROL INC
CAMCO SALTWATER TRANSPORT
CAMERON INTERNATIONAL CORP
CANAMERA CORING USA LTD
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Trade Vendors
CANARY DRILLING SERVICES LLC
CANON SAFETY / RHI GROUP
CANRIG DRILLING TECHNOLOGY LTD
CAP LOGISTICS
CAPITAN CORPORATION
CAPSTAR DRILLING INC
CARBOLINE COMPANY
CAROLYN K MUSICK
CASEDHOLE SOLUTIONS INC
CASSITY FOUNDATION DRILLING LLC
CASSO LTD
CATALYST OILFIELD SERVICES INC
CAVANAUGH MACHINE WORKS
CC FORBES LLC
CCFST
CDM RESOURCE MANAGEMENT LLC
CDW LLC
CENTRAL PARKING SYSTEM
CENTURY GRAPHICS & SIGN INC
CERTEX USA INC
CERTUS ENERGY SOLUTIONS LLC
CETCO ENERGY SERVICES CO
CHANCELLOR OIL TOOL INC
CHEM TECH SERVICES INC
CHEMCO WEED CONTROL
CHEMICAL WEED CONTROL INC
CHEMPACK & ENVIRONMENTAL
CHEMSTAR ENERGY SERVICES LLC
CHEVRON USA INC
CHURCHWELL ENVIRONMENTAL SOLUTIONS
CIMARRON ENGINEERING CORP
CIRCLE 8 FLUID SERVICES INC
CIRCLE M HOTSHOT
CIRESON LLC
CIT
CJ PUMPING
CL WELL SERVICE INC
CLARIANT CORPORATION
CLASS C SOLUTIONS GROUP
CLEAN HARBORS ENVIRONMENTAL
CLEMENTS FLUIDS HENDERSON LTD
COAST RANGE TRUCKING
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29 WEIL:\95968701\2\62739.0003
Trade Vendors
COASTAL CHEMICAL CO LLC
COASTAL FLOW ENERGY LABS INC
COCA COLA BOTTLING COMPANY HIGH COUNTRY
COLORADO INTERSTATE GAS CO LLC
COLUMBINE LOGGING INC
COMMANDER CONSULTING LLC
COMMON DISPOSAL
COMPLIANCE SERVICES INC
COMPRESSION LEASING SVC INC
COMPRESSOR SYSTEMS INC
CONSOLIDATED FABRICATORS CORP
CONTINENTAL PRODUCTION SVS INC
CONTROL EQUIPMENT COMPANY
COOK AND CLADER CONSTRUCTION LLC
COOK COMPRESSION
COOK PUMPING SERVICES LLC
COOKE SLICKLINE LLC
COOLING TOWER SERVICES INC
COORDINATED EQUIPMENT CO
COORDINATED WIRE ROPE AND RIGGING INC
CORE LABORATORIES LP
CORE‐TECH WIRELINE SERVICES OF TEXAS
CORNERSTONE PUMPS AND SERVICE LLC
CORRAL WESTERN WEAR
COUNTY OF ORANGE
CPX II OPERATING LLC
CR72 SERVICES LLC
CRAIN HOT OIL SERVICE LLC
CRANE CERTIFICATION
CRANESMART SYSTEMS INC
CREST PUMPING TECHNOLOGIES LLC
CREW LAND RESEARCH LTD
CROSS CLEANING SOLUTIONS LLC
CROSS FARMS INC DBA HUCKERT TRUCKING
CROSS ROADS OIL FIELD SUPPLY
CROWN PINE TIMBER 1 LP
CS CONSULTING LLC
CSE ICON INC
CSI COMPRESSCO OPERATING LLC
CTS TRANSPORT INC
CUDD WELL CONTROL
CUDE OILFIELD CONTRACTORS INC
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30 WEIL:\95968701\2\62739.0003
Trade Vendors
CUMMINS PACIFIC LLC
CUSTOM FIBERGLASS INC
CUSTOM SAFETY PRODUCTS
CUTTER DRILLING SYSTEMS LP
D & D SWABBING LLC (WY)
D C ENERGY SERVICES LLC
D COURTNEY CONSTRUCTION INC
D M C OIL MARKETING
DAHILL
DAILY ELECTRIC INC
DANLIN INDUSTRIES CORPORATION
DATACOM LLC
DAVE NORRIS CONSULTING LLC
DAVID COSGROVE
DAVIS CHEMICAL SERVICES LLC
DAVIS LYNCH FORUM US INC
DAVIS SUPPLY COMPANY
DAWSON GEOPHYSICAL COMPANY
DCOR LLC
DDM SURVEYING INC
DEANS HARDWARE
DEANS INC
DEEP SWEEP INC
DEL BAJIO SERVICES
DELL USA LP
DELTA DRILLING PRODUCTS & SERVICES LLC
DELTA GULF RENTAL TOOLS CO
DELTA SCREEN & FILTRATION LLC
DENVER FLUID SYSTEM TECHNOLOGIES DBA SWAGELOK CASPER
DEPARTMENT OF NATURAL RESOURCES
DEPENDABLE PRESSURE TESTERS INC
DERRICK CORPORATION
DFM LLC
DG SERVICES LLC
DIALOG WIRELINE SERVICES LLC
DIAMOND CONSTRUCTION INC
DIGITAL NETWORKS LLC
DION AND SONS INC
DIVERSIFIED PROJECT SERVICES INTERNATIONAL
DIVERSIFIED WELL LOGGING LLC
DIXIE ELECTRIC LLC
DJ OILFIELD SERVICES LLC
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31 WEIL:\95968701\2\62739.0003
Trade Vendors
DNOW, L.P.
DODGE C HUBBARD
DODSON TRUCKING INC
DOE CREEK WELL SERVICE & CONSTRUCTION LLC
DON RAY GEORGE & ASSOCS INC
DONNELLEY FINANCIAL LLC
DOUBLE BARREL ENVIROMENTAL
DOUBLE R TRANSPORTATION LLC
DOUBLE T OILFIELD SERVICES LLC
DR GRIFFIN & ASSOCIATES INC
DRAEGER INC
DRAEGER SAFETY INC
DRAGON PRODUCTS LTD
DRESSER‐RAND GROUP
DRILL CHEM LLC AND NEW CENTURY FINANCIAL
DRILLING INFO INC
DRILLING TOOLS INTERNATIONAL
DRINKWATER PRODUCTS INC
DRM SALES & SUPPLY LLC
DRM TRANSPORTATION SVCS LLC
DUKE WELDING
DUNAGIN TRANSPORT COMPANY
DUNLAP SPECIALTY INC
DXP ENTERPRISES INC
E & L ELECTRIC INC
EAG SERVICES INC
EAGLE COMPLETIONS USA LTD
EAST TEXAS ASPHALT CO LTD
EASTRANS LLC
ECHOMETER COMPANY
ECOLOGY CONTROL INDUSTRIES INC
EL FARMER AND COMPANY, INC.
ELECTRICAL RELIABILITY SERVICES INC
ELITE PRODUCTION SERVICES
ELMORE & ELMORE WIRELINE SERVICE INC
eLynx Technologies, LLC
ELYSIUM JENNINGS LLC
EMERALD NRG INC
EMK3
EMS USA INC
ENDURA PRODUCTS CORP
ENDURO PIPELINE SERVICE
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Trade Vendors
ENDYN
ENE CONSULTANTS LLC
ENERFLEX ENERGY SYSTEMS INC
ENERGY FISHING AND RENTAL SERVICES
ENERGY LABORATORIES
ENERGY PRODUCTION SPECIALTIES
ENERGY TRANSPORTATION INC
ENERGY TUBULARS
ENERGY WELDFAB INC
ENERGYNET SERVICES INC
ENERTAX CONSULTANTS LP
ENPROTECH CONSULTANTS LLC
ENTERPRISE GATHERING LLC
ENTERPRISE TEXAS PIPELINE LP
ENVIRONMENTAL SYSTEMS RESEARCH INSTITUTE INC
EPIC LIFT SYSTEMS
EPIC MANAGEMENT RESOURCES LLC
ERM CVS INC
ESCUDERO CHEMICALS LLC
ESOG CORPORATION
ESTIS COMPRESSION LLC
ETC FIELD SERVICES LLC
ETECH ENVIRONMENTAL & SAFETY SOLUTIONS INC
ETHOSENERGY POWER PLANT SERVICES LLC
ETOS INC
EUNICE PUMP & SUPPLY LLC
EV FLEMING ENTERPRISES, LLC
EVANS HYDRO INC
EXCAVATING & RENTALS BY JT INC
EXCEED OILFIELD SERVICE MIDLAND LLC
EXPRO AMERICAS LLC
EXTERRAN ENERGY SOLUTIONS LP
FABSCO FIN AIR LLC
FACTS INC HYDRO‐TESTING
FAIRWAY TRANSPORT LLC
FARWEST CORROSION CONTROL CO
FASLINE SERVICES INC DBA FAS WATER LINE HARD BAND
FASTENAL COMPANY
FEDERAL EXPRESS
FESCO LTD
FIBERSPAR CORPORATION
FINRA
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33 WEIL:\95968701\2\62739.0003
Trade Vendors
FISHER LEASE SERVICIES INC
FJORDS PROCESSING INC
FLEAUX SERVICES OF LOUISIANA LLC
FLINT ENERGY SERVICES INC
FLOQUIP INC
FLOTEK CHEMISTRY LLC FORMERLY SOONER ENERGY SVC
FLOW DATA
FLOW TECH
FLOWCO PRODUCTION SOLUTIONS LLC
FLOW‐ZONE LLC
FLUID DISPOSAL SPECIALTIES INC
FMC TECHNOLOGIES COMPLETION SERVICES INC
FORTRUST LLC
FOWLER TRANSPORTATION LTD
FRAC LIGHTS & EQUIPMENT INC
FRANKS CASING CREW & RENTAL TOOLS INC
FRANKS INTERNATIONAL LLC
FREDRICK L BROWN
FT WORTH PIPE SERVICES LP
FTS INTERNATIONAL SERVICES LLC
FULL BOAR OIL TOOLS INC
FURMANITE AMERICA INC
G & C CONTRACTING CO INC
G & R COMPRESSOR SERVICE
G&C CONSTRUCTION/G&C ENERGY SERVICES
GARCIAS TRANSPORTATION
GASSCO INC
GATE GUARD SERVICES LP
GATOR VALVE INC
GBH COMMUNICATIONS INC
GE Oil & Gas ESP, Inc.
GEKKO ENGINEERING INC
GENCO ENERGY SERVICES INC
GENERATION SERVICES GROUP LC
GENESIS ENDEAVORS, LLC OILFIELD DIVISION
GEO DRILLING FLUIDS INC
GEONIX
GEORGE E COLLINS OR BETTY COLLINS
GEORGE YOUNG SALES CO INC
GLENN GREATHOUSE
GLENN STONE JR
GLOBAL DRILLING SUPPORT
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Trade Vendors
GLOBAL EQUIPMENT COMPANY
GLOBAL OPERATING COMPANY
GLOBAL OPERATOR ENERGY SERVICES LLC
GLOBAL VESSEL & TANK LLC
GLOBE ENERGY SERVICES LLC
GLOBENEWSWIRE
GPS OF TEXAS
GR WIRELINE LP
GRACO OILFIELD SERVICES
GRAINGER
GRANITE SEED COMPANY
GRAPHIC CONTROLS
GRATING PACIFIC INC
GRAYLOC PRODUCTS LLC
GREAT WHITE PRESSURE CONTROL LLC
GREEN BIT & TOOL INC
GREENES ENERGY GROUP LLC
GULF COAST CHEMICAL LLC
GULF ELECTROQUIP LTD
GULF STATES OILFIELD SERVICES LLC
GUTIERREZ GATE GUARD & RENTAL SERVICE INC
GYRODATA INC
H & H SUPPLY BAKERSFIELD INC
H & H X‐RAY SERVICES INC
H&S VALVE INC
H2E INCORPORATED
Halliburton Energy Services, Inc.
HALS AC & ELECTRICAL
HAMPE & IGLESIAS PLLC
HAROLD J ANDERSON INC
HARVEYS OILFIELD SERVICE
HATCHETT BACKHOE INC
HATCHETT ROUSTABOUT INC
HD INDUSTRIES
Heat Waves Hot Oil Service, LLC
HECKMANN WATER RES CVR INC
HELEN R HOLLAND
HELMS PACKER SERVICE INC
HEMCO INC
HENRY HOWARD SERVICES LLC
HENRYS BACKHOE SERVICE
HERC RENTALS INC
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Trade Vendors
HICO LLC
HIGH COUNTRY SALES & TRADING INC
HODGES TRUCKING CO LLC
Hoerbiger Service Inc
HOGG WELDING SERVICE
HOLLOMAN CORPORATION
HOLOMON ENERGY SERVICES
HOLT CAT
HOMAX OIL SALES INC
HOPPER ENGINEERING ASSO
HORIZON MUD COMPANY
HORSEPOWER ELECTRIC LLC
HOWARD CASING & TUBING LLC
HOWARD MEASUREMENT CO INC
HOWLAND SURVEYING
HTK CONSULTANTS INC
HUDSON PUMPING
HUGHES METER & SUPPLY INC
HURLEY COMPANY
HWY 79 N ENTERPRISE LLC
HY BON ENGINEERING CO INC
HYATT REGENCY LONG BEACH
HYDRATIGHT OPERATIONS INC
HYDROSTATIC PIPE SERVICE
HYDROTEX DYNAMICS INC SERVICE & REPAIR DIVISION
ICENHOWER OIL & GAS INC
IE SMART SYSTEMS LLC
IGNITION SYSTEMS & CONTROLS INC
IHS GLOBAL INC
ILAND INTERNET SOLUTIONS
INDECO INDUSTRIAL ELECTRIC CO
INDEPENDENT PETROLEUM ASSOCIATION OF AMERICA
INDUSTRIAL CONTROL SYSTEMS LLC
INDUSTRIAL SCIENTIFIC CORP
INDUSTRIAL SUPPLY & SVC LLC
INFINITY POWER & CONTROLS LLC
INTEGRATED PETROLEUM TECHNOLOGIES INC
INTEGRATED POWER SERVICES LLC
INTEGRATED PRODUCTION SVCS LLC
INTERACT PMTI INC
INTERACTIVE EARTH SCIENCES CORPORATION INC
INTERTEK USA INC
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36 WEIL:\95968701\2\62739.0003
Trade Vendors
INTESOLV INC
IQA SOLUTIONS INC
IRESERVOIR.COM C/O WANG & COMPANY CPAS
IRONGATE RENTAL SERVICES LLC
IRWIN INDUSTRIES INC
J & J PIPE & SUPPLY INC
J & J TRANSPORT SERVICES LLC
J & M PREMIER SERVICES INC
J A EDMONSON INC
J A PEREZ CONSTRUCTION INC
J BEN WEBSTER
J C SERVICES LLC
J EARL ISONHOOD
J&J SOLUTIONS
J&R VALLEY OILFIELD SVC INC
Jacam Chemicals 2013, LLC
JACKSON BROS HOT OIL SERVICE
JAKE FORD ELECTRIC INC
JAMES I HAYS
JAMES MAYNARD CONSULTANTS LLC
JAMES R CRUMRINE DBA STIKMAKER SALES
JAMES THOMPSON
JAMS
JANETTE SWADLEY
JARRELL T CREECH
JASON AURINGER
JC FODALE ENERGY SERVICES LLC
JCPS INC
JCS SERVICES
JD OFFICE PRODUCTS
JD RUSH COMPANY
JEK AUTOMOTIVE SUPPLY INC
JENNIFER DURBIN
JESSE DEATON DBA RIO PECOS OPERATING
JESUS CAMPAS
JET SPECIALTY INC
JGG CONSULTING SERVICES LLC
JIM DUDLEY
JIMMY W KEENE
JKM COMPRESSION INC
JOES INSPECTION SERVICE INC
JOHN BUNNING TRANSFER CO INC
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Trade Vendors
JOHN CHANCE LAND SURVEYS INC
JOHN CRANE PRODUCTION SOLUTIONS
JOHN GUZMAN CRANE
JOHN L WORTHAM & SON LP
JOHN T PARKER CLAIMS LONGVIEW INC
JOHNSON LIFT/HYSTER
JORDANOS FOOD SERVICE DIVISION
JOY EQUIPMENT PROTECTION INC
JOYCE STEEL ERECTION LTD
JSI OPERATIONS LLC
JUST IN TIME SANITATION SVCS
JW POWER COMPANY
JW WIRELINE COMPANY
K & K OILFIELD SERVICES LLC
K & M TECHNOLOGY GROUP
K&M OIL SERVICES LLC
K5 GLOBAL INC
KAISER PUMP & VALVE INC
KANE ENVIRONMENTAL ENGINEERING INC
KBSR INC SERVICEMASTER PROFESSIONAL
KC LIGHT TOWERS LLC
KDR SUPPLY INC
KEANE
KEL TECH INC
KELLY GARSIDE WELDING
KELLY PIPE CO. LLC
KENCO OIL TOOLS INC
Key Energy Services, Inc. and Its Subsidiaries
KEYSTONE PUMP & SUPPLY
KING WELL SERVICES
KIRK WEAVER CONTRACT PMPNG INC
KLX Energy Services LLC
KNEIPPS PUMPING SERVICE LLC
Knight Oil Tools, LLC
KNIGHTEN MACHINE & SERVICE INC
KNOX OIL FIELD SUPPLY INC
KOCH GLITSCH LP
KOCH SPECIALTY PLANT SVCS LLC
KS PIPE AND SUPPLY LLC
L & E SERVICES LLC
L & M BORDER SERVICES
LANDMARK GRAPHICS CORP
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Trade Vendors
LAREDO HYDRO TEC LP
LARRY OWENS DBA DAKOTAS PUMPING SERVICE
LATX OPERATIONS LTD
LAZ PARKING CALIFORNIA LLC
LEA LAND LLC
LEE R'S ENTERPRISE INC
LEGACY MEASUREMENT SOLUTIONS INC
LEGEND SERVICES INC
LEGENDARY SERVICES LLC
LEHNERTZ FAULKNER INC
LEWIS CASING CREWS INC
LIBERTY LIFT SOLUTIONS LLC
LINKLATERS LLP
LLJ VENTURES LLC
LOAD TECHNOLOGY INC
LOGAN COMPLETION SYSTEMS INC
LONE STAR INDUSTRIES
LONE STAR MAINTENANCE SERVICE
LONE STAR PUMP & VALVE CO LLC
LONG BEACH, CITY OF
LONG STAR TRUCKING AND FIELD SERVICES #2
LOS ISAUROS MINERALS LTD
LOUISIANA CHEMICAL EQUIPMENT CO LLC
LOUISIANA CRANE & CONSTRUCTION LLC
LOVELADY DIRECTIONAL DRILLING
LOYD T ADAMS
LTS ENVIRONMENTAL INC
LTW SERVICES LP
LUFKIN INDUSTRIES INC
LUMINANT MINING COMPANY LLC
M & G DEVELOPMENT LP
M & Q OILFIELD SERVICE INC
M I LLC
M W BIT SERVICE INC
MACQUARIE BANK LIMITED SYDNEY
MAGNUM OIL TOOLS INTL LTD
MALAER GAUGING SERVICE
MAN WELDING SERVICES INC
MARATHON OIL EF LLC JOINT VENTURE RECEIPTS
MARCO INSPECTION SERVICES LLC
MARILYN HOGAN DBA KLEEN SWEEP
MARINE PRESERVATION ASSOC
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39 WEIL:\95968701\2\62739.0003
Trade Vendors
MARRS WELDING FABRICATION INC
MARTEX WELL SERVICES LLP
MARY GRIGGS
MARY J WEAVER
MASON WELL SERVICE LTD
MASTER LIMITED PARTNERSHIP ASSOCIATION
MATADOR TESTING LLC
MATTHEW FULLER
MAXON CONSULTING INC
MCADAMS PROPANE COMPANY
MCCLUNG ENERGY SERVICES LLC
MCJUNKIN RED MAN CORPORATION
MCKEE CONSULTING SERVICES INC
MCKINNEY MEASUREMENT & CONTROL INC
MCMASTER CARR SUPPLY CO
M‐D ELECTRIC
MEAGHER ENERGY ADVISORS INC
MEASUREMENT SYSTEMS DIVISION CAMERON
MED LOZ LEASE SERVICES INC
MEDFORD AND ASSOCIATES LLC
MEGADYNE SERVICES CO
MENDFORD TRUCKING
MERCER WELL SERVICE
MESA WELL SERVICING LP
MESQUITE OIL TOOLS INC
MG OIL COMPANY
MG SALES & SERVICE INC
MGC EQUIPMENT COMPANY LLC
MICHAEL E JENSEN
MICHAEL GRIFFIN CONSULTING
MICHAEL J BROUSSARD LAND SERVICES INC
MICRO MOTION INC
MICROAGE
MIDLAND SAFETY & HEALTH SALES
MID‐TEX ANCHORS
MIKE BRENNER INC
MILAN R STEUBE
MILLER TUBULAR SERVICES LLC
MISTRAS GROUP INC
MK HAULING
MMR CONSTRUCTORS INC
MOBIUS RISK GROUP LLC
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40 WEIL:\95968701\2\62739.0003
Trade Vendors
MONACHEM INC
MONCLA E‐LINE SERVICES INC
MONETTE M GRAFKE
MONSTER HEAVY HAULERS LLC
MONSTER MUD PITS LLC
MONSTER WIRELINE LLC
MONTEZ ELECTRIC INC
MONUMENT RESOURCES LLC
MOODYS INVESTORS SERVICES INC
MOONLIGHT ENERGY SERVICES
MORSE TRUCKING INC
MRC GLOBAL (US) INC
MULTI SHOT LLC DBA MS ENERGY SERVICES
MULTI‐CHEM
MURCHISON CONSULTING
MURCHISON DRILLING SCHOOL INC
MURRAY MATHEWS
MUSTANG GAS COMPRESSION LLC
N LINE ELECTRIC LLC
NABORS COMPLETION & PRODUCTION SERVICES CO
NABORS DRILLING TECHNOLOGIES USA INC
NALCO COMPANY
NAPTP
NASDAQ CORPORATE SOLUTIONS LLC
NASH TRUCKING & CONSTRUCTION LTD
National Oilwell DHT, LP (now Drilling & Intervention)
NATURAL GAS PARTNERS FOUNDATION
NATURAL GAS SERV GROUP INC
NDWILLIAMS SERVICES INC
NETHERLAND SEWELL & ASSOCIATES INC
NEW TECH GLOBAL ENVIRONMENTAL LLC
NEW TECH VERIFICATION SERVICES
NEWMAN OPERATING COMPANY INC
NEWPARK DRILLING FLUIDS LLC
NEXT GENERATION CONSTRUCTION & ENVIRONMENTAL LLC
NIXON EGLI EQUIPMENT CO
NLB CORP
NO RUSH CHARGE ENTERPRISE
NORCO INC
NORTH AMERICAN INDUSTRIAL SERVICES
NORTH AMERICAN SURVEY CORPORATION
NORTHWEST LOGISTICS HEAVY HAUL
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41 WEIL:\95968701\2\62739.0003
Trade Vendors
NORTON ENERGY DRILLING LLC
NOV TUBOSCOPE
NSI TECHNOLOGIES LLC
NUTECH ENERGY ALLIANCE
NVI LLC DBA NONDESTRUCTIVE & VISUAL INSPECTION LLC
OBRIENS RESPONSE MGMT LLC
ODESSA PUMPS & EQUIPMENT INC
ODONNELL SNIDER CONSTRUCTION LP
OFFSHORE ENERGY SERVICES INC
OG&C LLC
OHMSTEDE INDUSTRIAL SERVICES
OIL DOG PIPE RENTALS LP
OIL PRICE INFORMATION SVC LLC
OIL STATES ENERGY SERVICES LLC
OILFIELD INDUSTRIAL SUPPLY OF LOUISIANA INC
OILFIELD INSTRUMENTATION
OMMA TRUCKING
Omni Industrial Solutions, LLC
ONE TOUCH OFFICE
ONYX CONTRACTORS OPERATIONS LP
ORIGIN
OROZCOS INC
OST TRUCKS AND CRANES INC
OTA COMPRESSION LLC
O‐TEX PUMPING LLC
P2 ENERGY SOLUTIONS
P2ES HOLDING LLC 2692
PACESETTER PRESSURE PUMPING INC
PACIFIC SEATEC LLC
PANHANDLE PUMP & IRRIGATION INC
PAR FIVE ENERGY SERVICES LLC
PARCO OILFIELD SERVICE INC
PARK ENERGY SERVICES
PARKER BROTHERS ELECTRICAL CONTRACTING LLC
PASON SYSTEMS USA CORP
PATE TRUCKING CO INC
Pathfinder
PATRIOT ARTIFICIAL LIFT LLC
PATRIOT AUTOMATION & CONTROL LLC
PATRIOT ENVIRONMENTAL SERVICES
PATRON SERVICES LLC
PATS ROUSTABOUT SERVICE INC
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42 WEIL:\95968701\2\62739.0003
Trade Vendors
PATTEN SYSTEMS INC
PATTERSON UTI DRILLING CO LLC
PATTERSON WELDING WORKS INC
PATTI FRANKS RTA
PAUL DANIEL MORRIS AND WIFE MELAINE KEITT MORRIS
PC MECHANICAL INC
PCAOB
PCM SALES INC
PCS FERGUSON INC
PEAK COMPLETIONS TECHNOLOGIES INC
Peak Oilfield Services, LLC
PEC PREMIER SAFETY OPERATIONS LLC
PECOFACET US INC
PELICAN ENERGY CONSULTANTS LLC
PENN TRANSPORT LLC
PEOPLE 2 0 DBA TFI RESOURCES
PEPSI COLA OF CASPER
PERFORMANCE WELLHEAD AND FRAC COMPONENTS INC
PERK ROC INC DBA STEVENSON ROACH
PERKINS OIL COMPANY INC
PERMIAN EQUIPMENT RENTALS
PERMIAN PRODUCTION EQUIPMENT INC
PERMIAN PUMP & SUPPLY
PERMIAN SERVICES CO LLC
PERMIAN TANK & MANUFACTURING INC
PERMIAN TRUCKING & HOT SHOT LLC
PETE DAILEY & ASSOCIATES INC
PETRO AMIGOS SUPPLY INC
PETROHAWK ENERGY CORPORATION
PETROLEUM SOLIDS CONTROL INC
PETROPLEX ACIDIZING INC
PETROS TUBULAR SERVICES INC
PETROSKILLS
PETROTECH SOLUTIONS
PFT / ALEXANDER SERVICE
PILGRIM OIL & GAS TECH SERVICES INC
PILOT THOMAS LOGISTICS LLC
PINKERTON CONSULTING & INVESTIGATIONS INC
PINNACLE PROPANE
PINNERGY LTD
PIONEER COILED TUBING SERVICES LLC
PIONEER DRILLING SERVICES
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43 WEIL:\95968701\2\62739.0003
Trade Vendors
PIONEER WELL SERVICES LLC
PIONEER WIRELINE SERVICES LLC
PIPE PROS LLC
PIPELINE ASSOCIATION FOR PUBLIC AWARENESS
PIPING SPECIALTIES CO INC
PJ PRINTERS
PLANNING THRU COMPLETION LLC
PLANTEX EQUIPMENT CORP
PLATTS
PNEUMATECH SAFETY SYSTEMS INC
POWER SERVICE INC
POWERFLO PRODUCTS INC
POWERTRACK INTERNATIONAL INC
PRAXAIR DISTRIBUTION INC
PRECISION ANALYSIS LLC
PRECISION DRILLING COMPANY LP
PRECISION ENERGY SERVICES INC
PRECISION PIPE RENTALS LLC
PRECISION TUBULAR SERVICES
PREFERRED MEASUREMENTS LLC
PREFERRED TELECOM LLC
PREMIER MINERALS INC
PREMIER PRESSURE PUMPING LLC
PREMIER WELL SERVICE INC
PREMIUM OILFIELD SERVICES LLC
PRIDE PUMP AND SUPPLY
PRIMORIS ENERGY SERVICES CORPORATION
PRINCESS THREE OPERATING
PRIORITY ARTIFICIAL LIFT SERVICES LLC
PRODUCTION DATA INC
PRODUCTION EQUIPMENT SOLUTIONS
PRODUCTION LOGGING SVCS INC
PRODUCTION PUMP A DXP COMPANY
PROFESSIONAL DIRECTIONAL ENTERPRISES INC
PROFESSIONAL NTD SERVICES
PRO‐FLO WATER TRANSFER INC
PROGRESSIVE GLOBAL ENERGY
PROGRESSIVE PC'S INC
PROJECT ENGINEERING USA CORP
PROLINE ENERGY RESOURCES INC
PROSIGNS
PRO‐TEC INSPECTION INC
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44 WEIL:\95968701\2\62739.0003
Trade Vendors
PROTECH OIL AND GAS SVC LLC
PRO‐TECH PIPE INSPECTION LLC
PUMPS + PUMP & VALVE REPAIR LLC
PURPLE LAND MANAGEMENT
PWC PRODUCT SALES LLC
QEP ENERGY COMPANY (2)
QEP RESOURCES
QEPM GATHERING 1 LLC
QUADCO INC
QUALITY FOAMER
QUALITY REFRIGERATION INC
QUALITY SERVICES
QUALSPEC LLC
QUANTUM GAS & POWER SVCS LTD
QUANTUM SOLUTIONS INC
QUICK CONNECTORS INC
QUILL CORPORATION
QUINN COMPANY
QUINN PUMPS INC
R & H RENTALS LLC
R & T CONTROLS
R & W RENTALS LLC
R2 R AND D LLC DBA SUPEROD
R360 ENVIRONMENTAL SOLUTIONS INC
R360 ROCKY MOUNTAIN REGION
RADICAL SPECIALTIES LLC
RAIN FOR RENT EVANSTON
RANCHER OILFIELD PIPE & SUPPLY LLC
RAPID DRILLING LLC
RAWLINS AUTOMOTIVE INC
RAYMOND CONSTRUCTION
RB BACKHOE SERVICES
RCW ENERGY SERVICES LLC
READYREFRESH BY NESTLE A DIV OF NESTLE WATERS N AMERICA INC
Red Diamond Pressure Control, LLC
RED DOG OIL TOOLS INC
RED DOG SYSTEMS INC
RED RIVER NACOGDOCHES 1 LP
REDI SERVICES LLC
REDZONE COIL TUBING LLC
REED & ASSOCIATES ENVIRONMENTAL CONSULTING
REEF SERVICES LLC
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45 WEIL:\95968701\2\62739.0003
Trade Vendors
RELIABLE WELL SERVICE INC
REN SERVICES INC
RES ENERGY SOLUTIONS
RESOURCE RENTAL TOOLS LLC A THOMAS SERVICE COMPANY
RESOURCE STAFFING HOUSTON INC
RESOURCE WATER TRANSFER SERVICES LP
RESTOCKIT.COM
RICHARD REIMANN
RICHARD TODD
RICHARDSON CONSTRUCTION LLC
RICK A DAY
RICKY CHARLES EDDINS
RIDDLES DEHI & CHEMICAL SVC CO INC
RIDGEWAY ELECTRIC INC
RIG RUNNERS INC
RIG SAFETY SOLUTIONS
RIOTEX SWABBING INC
RISK MGMT PROFESSIONALS INC
RITTER CONSTRUCTION COMPANY
RKT OPERATING LLC
ROAD RUNNER DOWN HOLE SPECIALTIES
ROARING FORK CORP
ROBERT A INNAMORATI
ROBERT HALF INTERNATIONAL INC
ROBERT HENRY MARTIN
ROBERT S DAVIS
ROBERT SICKLER PUMPING SERVICE
ROBERT SUTTON
ROBERT W HAYS JR
ROBIN LANDRETH BAILEY
ROCKIN K SERVICES INC
ROCKY MOUNTAIN INDUSTRIAL SUPPLY INC
RODAN TRANSPORT (USA) LTD
ROSE EQUIPMENT COMPANY LLP
ROSEN USA INC
ROUND THE CLOCK PEST CONTROL
ROUNDTOP PUMP & SUPPLY LLC
ROYWELL SERVICES INC
RP OILFIELD SERVICE INC
RP SERVICES LLC
RR DONNELLEY
RUSTON AVIATION LLC
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46 WEIL:\95968701\2\62739.0003
Trade Vendors
RWLS LLC DBA RENEGADE SERVICES
RYAN ELECTRONICS INC
RYAN LLC
S & S SERVICES LLC
S3 PUMP SERVICE
SABINE MUD‐LOGGING INC
SABINE PIPE INC
SABINE RIVER AUTHORITY OF TX TOLEDO BEND DIVISION
SAFETY SOLUTIONS LLC
SAFETY SYSTEMS
SALAZAR SERVICE & TRUCKING CORP
SAM BROUSSARD TRUCKING CO
SANFORD & SONS INC
SANJAN
SAYBOLT LP
SCAN X
SCHAEFFER MFG COMPANY
SCHLUMBERGER TECHNOLOGY CORP
SCHNEIDER ELECTRIC SOFTWARE LLC
SCHOEFFLER ENERGY GROUP INC
SCHWEBEL PETROLEUM COMPANY
SCIENTIFIC DRILLING INTERNATIO
SCOTT MEASUREMENT SERVICE INC
SDS PETROLEUM CONSULTANTS
SEABER CORPORATION OF LOUISIANA
SEABOARD INTERNATIONAL INC
SECURITIES & EXCHANGE COMMISSION
SELECT ENERGY SERVICES
SENTINEL OIL & GAS CONSULTANTS
SEVERN TRENT DE NORA TEXAS
SHALE TANK TRUCK LLC
SHAREHOLDER.COM
SHAREHOLDER.COM
SHAWCOR COMPOSITE PRODUCTION SYSTEMS
SHI INTERNATIONAL CORP
SHIPP MECHANICAL SERVICES INC
SILVER OAK DRILLING LLC
SILVER POINT FINANCE LLC
SIMONS PETROLEUM LLC
SIMS WELDING SUPPLY
SINCLAIR DRILLING FLUIDS
SLINGSHOT SUPPLY INC
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47 WEIL:\95968701\2\62739.0003
Trade Vendors
SMIRES INC
SMITH INTERNATIONAL INC
SNOW CONSULTING & SERVICES INC
SO CAL SHIP SERVICES
SOA PUMP & SUPPLY INC
SODEXO REMOTE SITES PARTNERSHIP
SOGO III LLC
SOLAR TURBINES INC
SOLID OILFIELD SERVICE LLC
SONIC PETROLEUM SERVICES
SOONER PIPE LLC
SOS ENVIRONMENTAL
SOS WELL SERVICES LLC
SOURCEGAS DIST CASPER
SOUTH COAST AIR QUALITY MANAGEMENT DISTRICT
SOUTH TEXAS FILTER & SUPPLY
SOUTHERN CA CONSULTING SERV
SOUTHERN CALIFORNIA WASTE WATER
SOUTHERN SOIL ENVIRONMENTAL INC
SOUTHERN TRANSPORT LLC
SOUTHLINE SERVICES LLC
SP TRANSPORTS
SPARTAN ENERGY SERVICES LLC
SPEC SERVICE INC
SPECTRUM TRACER SERVICES LLC
SPHERE 3 ENVIRONMENTAL INC
SPIDLE TURBECO
SPIRO ENERGY SOLUTIONS
SPL INC
STABIL DRILL
STAGE 3 SEPARATION LLC
Stallion Oilfield Services LTD. And Its Subsidiaries
STANDARD & POORS RATING SERVICES
STANDARD AUTOMATION & CONTROL DBA WONDERWARE WEST
STANDARD ENERGY SERVICES
STANDARD REGISTER COMPANY
STANFORD SURVEYING COMPANY
STANTEC CONSULTING SVCS INC
STARTEX SOFTWARE LLC
STATE BOARD OF EQUALIZATION
STATE LANDS COMMISSION
STATE OIL REPORTS
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48 WEIL:\95968701\2\62739.0003
Trade Vendors
STATELINE VACUUM SERVICES LLC
STEALTH OILWELL SERVICES, LLC
STEVE WEST AND WIFE MICHELL WEST
STEVEN S TOEPPICH & ASSOCIATES PLLC
STEWART DEAN BEARING COMPANY INC
STI TRUCKING LLC
STOMACO ENERGY SERVICES INC
STONE OILFIELD SERVICE
STONE TRUCKING CO INC
STRATA ANALYSTS GROUP INC
STRATA CONTROL SERVICES INC
STRATAGRAPH INC
STRESS ENGINEERING SERVICES INC
STRONG SERVICE LP
SUAREZ BROS CRANE AND HEAVY HAUL LLC
SUB‐SURFACE TOOLS
SULZER PUMPS SERVICES (US) INC
SUMMER ENERGY LLC
SUMMIT ENERGY SERVICES
SUMMIT ESP LLC
SUMMIT OIL COMPANY LLC
SUN COAST RESOURCES INC
SUNBELT RENTALS INDUSTRIES SERVICES LLC
SUNDANCE SERVICES FLOWBACK AND WELL TESTING
SUPERIOR CORROSION CONTROL CORPORATION
SUPERIOR SLICKLINE SERVICES
SUPERIOR TUBING TESTERS LP
SUPREME SVCS & SPECIALTY CO INC
SUSAN HUGHART PERSONNEL
SWIFT SERVICES
SYNERGIS TECHNOLOGIES LLC
T & C TANK RENTAL & ANCHOR SERVICE CORP
T & J VALVE
T & T TRUCK & CRANE SERVICE
T DAVIS RESOURCES INC
T&R CORROSION CONSULTANTS LLC
T0TAL ‐ WESTERN INC
TAB PRODUCTS CO LLC
TALON LPE LIMITED
TAM INTERNATIONAL US
TANMAR RENTALS LLC
TANOS I PARTNERS LLC
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49 WEIL:\95968701\2\62739.0003
Trade Vendors
TARGET WELL SERVICES INC
TASCO TOOL SERVICE LTD
TAURUS CONTROL CORP
TAURUS ENGINEERING INC
TAX MANAGEMENT GROUP
TCP SPECIALISTS LLC
TEAM OIL TOOLS LP
TEAM PETROLEUM LLC
TEC WELL SERVICE INC
TECHNICAL SPECIALTY PRODUCTS
TELEDRIFT COMPANY
TELL STEEL INC
TENOAKS ENERGY ADVISORS LLC
TERRACORE LAND SERVICES LLC
TERRY L MASSEY
TESTCO WELL SERVICES LLC
TETHER LAW
TEX ISLE SUPPLY INC
TEXAS FLOOD LLP
TEXAS GAS MEASUREMENT SRVC LLC
TEXAS GENERAL LAND OFFICE
TEXOMA CORROSION SERVICES INC
THE BROADLEAF GROUP
THE CAVINS CORPORATION
THE COMPLIANCE GROUP INC
THE ECONSORTIUM GROUP INC
THE JANKOVICH COMPANY
THE JS & SK SILER LIVING TRST
THE PAINT AND SAFETY STORE INC
THE PARADIGM ALLIANCE INC
THE PORT OF LONG BEACH
THE STANDARD
THE SUPPLY STORE
THE THAGARD MINERAL PRTRSHP LP
THEWAY CORP
THOMAS & BEERS
THOMAS CRANE & TRUCKING CO
THOMAS OILFIELD SERVICES LLC
THOMAS PETROLEUM LLC
THRU TUBING SOLUTIONS
TIGER CASED HOLE SERVICES INC
TIMCO SERVICES INC
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50 WEIL:\95968701\2\62739.0003
Trade Vendors
TIOGA AIR HEATERS LLC
TJ CROSS ENGINEERS INC
TJS AIR CONDITIONING & HEATING
TOBY C MYRTLE
TODPAT LLC
TOLEDO BEND PROJECT JOINT OPERATION
TOLEDO MUDLOGGING SERVICES INC
TOMMY RICHARD ROLL ON INTERCOM RENTALS LLC
TOPCAT OILFIELD TRANSPORT LLC
TOPOGRAPHIC LAND SURVEYORS
TORI M HENLEY
TORQUED UP ENERGY SERVICES INC
TOTAL ENERGY SERVICES
TOTAL WESTERN INC
TRANSZAP INC
TRANTECH RADIATOR PRODUCTS INC
TRENDSETTER CONSTRUCTION INC
TRI DRILL
TRI STATE ENERGY SERVICES LLC
TRICAN WELL SERVICE LP
TRIDENT STEEL CORPORATION
TRIHYDRO CORPORATION
TRINITY SERVICES, LLC
TRIO TECHNOLOGIES INC
TRIPLE J WELL SVC INC
TRIPLE M TRANSPORTS
TRI‐STATE PRESSURE CONTROL LLC
TUBULAR SOLUTIONS INC
TUCKER ENERGY SERVICES
TUFF SERVICES LLC
TURBOFLEX INC
TX ENERGY SERVICES LLC
ULTERRA DRILLING TECHNOLOGIES
ULTRA PREMIUM OILFIELD SERVICES LTD
UNIQUE PUMP AND SUPPLY LLC
UNISON DRILLING INC
UNITED PRODUCTION & CONSTR SERVICES INC
UNITED RENTALS INC NORTH AMERICA
UNITED SITES SERVICES
UNITED VISION LOGISTICS
UNIVAR USA, INC.
UNIVERSAL PLANT SERVICES OF CA
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51 WEIL:\95968701\2\62739.0003
Trade Vendors
UNIVERSAL WELLHEAD SVCS LLC
URQUHART LLC
US EQUIPMENT CO
USA COMPRESSION
VALLEY PERFORATING CO
VECTUS INC
VENTECH PRODUCTS INC
VERSA INTEGRITY GROUP
VIKING FISHING & OIL TOOLS
VINTAGE DRILLING LLC
VINTAGE LEASE SERVICES LLC
VISION COMMUNICATIONS
VISION SERVICE PLAN‐(CA)
VOLUMETRICS INC
W & W ENERGY SERVICES INC
W W WIRELINE CO
WACKOWSKI CONSULTING LLC
WAKEFIELD OIL CO INC
WALLERS TRUCKING COMPANY INC
WALLYS EQUIPMENT INC
WALTERS WHOLESALE ELECTRIC CO
WARRIOR ENERGY SERVICES
WARRIOR ENERGY SERVICES
WASHBURN PUMPING
WAUKESHA PEARCE INDUSTRIES INC
WAYNO'S TRUCKING INC
WB SUPPLY COMPANY
Weatherford Artificial Lift Systems, Inc.
WEATHERFORD US LP GEMOCO
WEDGE PRODUCTION SERVICES INC
WEG ELECTRIC CORP
WEIR SEABOARD
WELL FOAM INC
WELL MASTER CORPORATION
WELLEZ INFORMATION MGMT LLC
WELLKEEPER INC
WELL‐PRO SERVICES LP
WELLS FARGO BUSINESS CARDS
WELLS WHISPER LLC
WES TEX OFFICE PARK LP
WESCO DISTRIBUTION INC
WESTAIR GASES & EQUIPMENT INC
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52 WEIL:\95968701\2\62739.0003
Trade Vendors
WESTERN AIRWAYS INC
WESTERN COLORADO COMMUNICATIONS LLC
WESTERN WIRELINE INC
WESTTECH ENTERPRISES INC
WEX BANK
WEXPRO COMPANY
WHITE SERVICES LLC
WHITTIER FILTRATION INC
WILBANKS ENERGY LOGISTICS
WILBERT L ULLRICH TRUSTEE
WILLIAM L ABERNATHY CHARITABLE LEAD TRUST
WILLIAM L DANIELS AND PATSY DANIELS
WILLIAMS FIELD SERVICES CO LLC
WILSON SURVEYING CO INC
WIRELINE INC
WISE & SUSONG LLC
WOLF PETROLEUM SERVICES LLC
WOMACK TANK & MFG LLC
WOODCO USA
WOOLLEY FISHING TOOL INC
WPX ENERGY ROCKY MOUNTAIN LLC
WRANGLER WELL SERVICE INC
WTG FUELS INC
WWT INTERNATIONAL DRILLING TOO
WYOMING CASING SERVICE INC
WYOMING DEPT OF WORKFORCE SVCS
WYOMING DIRT CONTRACTOR INC
WYOMING OFFICE OF STATE LANDS AND INVESTMENTS
WYOMING RENTS LLC
WYOMING SERVICE & SUPPLY INC
WYOMING WORK WAREHOUSE
XCHEM
XPRESS OILFIELD SERVICES LP
YELLOWJACKET OILFIELD SERVICES LLC
Z & S CONSTRUCTION CO INC
ZEDI US INC
ZEE MEDICAL INC
ZEUS CONSTRUCTION SERVICES LLC
Case 17-30262 Document 162 Filed in TXSB on 01/30/17 Page 111 of 111