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UNITED STATES BANKRUPTCY COURT

FOR THE WESTERN DISTRICT OF NORTH CAROLINA
CHARLOTTE DIVISION

In re:

BESTWALL LLC,1 Chapter 11

Case No. 17-31795 (LTB)
Debtor. Debtor.
Re: Docket Nos. 424, 426, and 441

THE OFFICIAL COMMITTEE OF ASBESTOS CLAIMANTS’

OBJECTION TO THE MOTION TO RECONSIDER THE ORDER
APPROVING THE RETENTION AND EMPLOYMENT OF
SPECIAL LITIGATION COUNSEL FOR MEDICAL SCIENCE MATTERS

The Official Committee of Asbestos Claimants of Bestwall LLC (the

“Committee”), by and through its undersigned counsel, hereby submits this objection (the

“Objection”) in response to Bestwall LLC’s (the “Debtor”) motion to reconsider (the “Motion”)

the order (the “Original Order”) approving the Ex Parte Application of the Official Committee of

Asbestos Claimants for an Order Authorizing the Retention and Employment of (A) Kazan,

McClain, Satterley & Greenwood, a Professional Law Corporation; (B) Maune Raichle Hartley

French & Mudd, LLC; (C) Ruckdeschel Law Firm, LLC; and (D) Weitz & Luxenberg PC, as

Special Litigation Counsel for Any Medical Science Matters Arising in Connection with an

Estimation Hearing [Docket No. 426] (the “Application”).2 In support of its Objection, the

Committee respectfully states as follows:

1
The last four digits of the Debtor’s taxpayer identification number are 5815. The Debtor’s address is 100
Peachtree Street, N.W., Atlanta, Georgia 30303

2
Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the
Application.
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PRELIMINARY STATEMENT

The Debtor made it clear that unless a settlement is reached, it will ask this Court to

estimate the Georgia-Pacific Asbestos Liabilities. See Informational Brief of Bestwall LLC

[Docket No. 12] at pp. 41-42. The Debtor also made clear that as part of any estimation it

intends to argue that the chrysotile asbestos used in its joint compound and other products is not

as dangerous as other types of asbestos. See id. at pp. 12-16. By raising issues regarding

chrysotile’s toxicity, the Debtor telegraphed its intent to ask this Court to preside over a medical

science trial in connection with an estimation hearing.

To bolster its claims, the Debtor undoubtedly intends to present this Court with a host of

individuals it or Old GP hired time and again to present theories that align with the Debtor’s

view regarding the toxicity of chrysotile.3 The Debtor has already enlisted two separate law

firms apart from its lead counsel to help present its theories – each of whom has years of

experience representing the Debtor and Old GP in asbestos-related defense work.

This is a case where a non-operating debtor alleges that it has ability through a “Funding

Agreement” to pay all asbestos obligations as they come due. Accordingly, an estimation is

unnecessary. Given that the obligor under the Funding Agreement is an entity that was created

from Old GP and received substantially all of Old GP’s assets while the Debtor was saddled with

all of the asbestos liabilities, an estimation is inappropriate and inequitable.

Assuming arguendo this Court allows an estimation to go forward, it is the Committee’s

view that attacks on the medical science that has proven the correlation between all forms of

asbestos, including chrysotile asbestos, and asbestos-related disease should not be part of the

3
Although a large portion of Old GP’s and Bestwall’s asbestos liability stems from products it made and/or
distribution that contained chrysotile, Old GP sold products containing amphibole asbestos as well.

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trial.4 But before this Court has the opportunity to rule on any proposal for and the scope of an

estimation trial, time will pass during which the Debtor will continue to devote time and money

preparing for such a trial. Accordingly, out of an abundance of caution and to protect the rights

of the Committee’s members and constituents, the Committee previewed to the Debtor that it

would be seeking the appointment of its own special counsel to aid in any estimation that may

include a medical science component.

The Committee then found counsel – primarily among its own member representative

firms – who were willing to undertake the task. The Debtor was advised of the choice before the

Application was filed. Rather than raise issues regarding duplication prior to the filing of the

Application, the Debtor waited to attack the Committee’s selection and then raised issues in the

Motion that are either misplaced, premature, or mooted by the facts.

The Debtor claims it is concerned that the retention of multiple firms will result in

duplication of efforts among the Committee’s medical science team (the “MST”). Such

allegations at the retention stage are at best premature and at worst represent an effort to interfere

with the Committee’s preparation in areas where the Debtor has been preparing since the Petition

Date (and obviously long before). The lawyers on the MST will be required to file fee

applications as any other retained professional.5 To the extent it is perceived that there was a

4
The Committee set forth the irrelevance of such testimony in the Omnibus Motion to Reconsider the Scope
of Ex Parte Order Approving Employment of each of (I) King & Spalding LLP and (II) Schachter Harris LLP as
Debtor’s Special Counsel Pursuant to Section 327(e) of the Bankruptcy Code Effective as of the Petition Date
(Docket No. 192)

5
The Committee agrees that retention should be under section 1103 of the Bankruptcy Code. The MST had
originally contemplated capping its fees at the amount charged by the Debtor’s medical science team as was done in
other cases, but ultimately concluded that submission of their fees and expenses to the rigors of the fee review
system was a better alternative. A revised form of order reflecting retention pursuant to sections 1103 and 330 of
the Bankruptcy Code is attached hereto and incorporated herein as Exhibit A (the “Revised Order”).

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duplication of efforts, the Debtor and any other party in interest will have the opportunity to

object and this Court will make a determination.

The Debtor’s argument that the retention should not be effective as of April 1, 2018 is

moot. The Committee originally requested – and this Court approved – nunc pro tunc relief to

April 1 as that is the date on which the MST began its work. However, it is the Committee’s

understanding that no members of the MST billed any time before May 15 for which they seek

compensation. Accordingly, the Revised Order requests retention as of May 15, 2018.

Though the declarations filed in connection with the Application made reference to

“substantial contribution,” neither the Application nor the Original Order made a similar

reference. The Committee has made clear in prior communications to the Debtor and in the

Revised Order that members of the MST will be compensated on an hourly basis for their work

on this matter.

The Committee assembled a team – and the MST members agreed to be engaged as part

of that team – so that the Committee would have the professionals needed to achieve a level of

expertise currently enjoyed by the Debtor. The Debtor should not be permitted to dictate who is

hired to represent the Committee on the complex issues of medical science that the Debtor has

put at issue. The Motion should be denied as the concerns raised have either been addressed or

are not appropriate at this time.

ARGUMENT

A. Selection of Four Firms to Comprise the MST is Necessary and Appropriate

for the Committee to Fulfill its Fiduciary Obligations

1. Although the Debtor’s lead counsel maintains an active products liability defense

practice, including asbestos defense work, the Debtor retained two additional law firms to serve

as special counsel to aid in medical science-related issues. The first is Schachter Harris LLP

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(“Schachter”).6 The Debtor intends to rely on Schachter’s expertise as asbestos personal injury

counsel for Old GP and the Debtor in the years preceding the Petition Date.

2. The Debtor also engaged King & Spalding LLP (“K&S”).7 In support of K&S’

retention, the Debtor noted that K&S represented the Debtor in matters related to “scientific

research relating to issues arising in the asbestos cases” and “served as Old GP’s lead counsel for

preparing and defending company witnesses addressing scientific issues.” K&S also “assisted

the Debtor in preparing for anticipated formal and informal discovery…in the Chapter 11 Case”

and it anticipates helping the Debtor in connection with any estimation proceeding on the

asbestos claims.8

3. In order for the Debtor to identify counsel, it needed to look no further than its

prepetition professionals. Further, the retentions of Schachter and K&S placed no limit on the

6
As further described in the Ex Parte Application of the Debtor for an Order Authorizing It to Retain and
Employ Schachter Harris LLP as Special Litigation Counsel [Docket No. 28], “

Schachter Harris has advised the Debtor and its corporate predecessor with respect to
Asbestos Claims since 2014…. in hundreds of matters relating to Asbestos Claims.
Schachter Harris’s roles in such matters included assisting in the coordination of
science experts engaged by Debtor, conducting discovery of experts employed by
plaintiffs and assisting in briefings and other pleadings regarding the merits of
plaintiffs’ claims and Debtor’s defenses. Schachter Harris has extensive knowledge
of the medical and scientific literature involved in Asbestos Claims against Debtor
and is familiar with, and experienced in, examining the expert witnesses of the type
often called by plaintiffs against the Debtor at trial. Schachter Harris also is
experienced in presenting defenses similar to the Debtor’s defenses to courts and
juries in various proceedings.” Docket No. 28 at ¶¶ 8-9.

7
Ex Parte Application of the Debtor for an Order Authorizing It to Retain and Employ King & Spalding LLP
as Debtor’s Special Counsel Pursuant to Section 327(e) of the Bankruptcy Code Effective as of the Petition Date
[Docket No. 29] at ¶ 8-9. In the application, the Debtor stated that it served the Debtor’s predecessor as “long time
special counsel” and served the Debtor since its creation in July 2017. Id. at ¶ 10.

8
Id. at ¶ 11(c).

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number of people from either firm who could work on the engagement - allowing the Debtor

access to the full panoply of professionals and paraprofessionals at each firm.

4. The Committee, an entity that did not exist until weeks after the Petition Date and

the retention of the Debtor’s special counsel, does not have the luxury of such “ready-made”

candidates. As a result, the Committee approached the asbestos-plaintiff’s bar – a group that is

largely comprised of smaller firms who spread their time prosecuting cases against a variety of

defendants – to form the MST. Though these firms are experts in the medical and scientific

issues associated with representing victims in asbestos litigation, they generally do not enjoy the

abundance of staffing enjoyed by many defense firms. Some of the plaintiff’s firms have a

single partner and must carefully allocate resources across the firm’s clients. The members of

the MST are a representative sample of plaintiffs’ firms.

5. An estimation trial is not currently contemplated, and therefore it cannot be

predicted when an estimation trial might occur. In the event an estimation is necessary, the

Committee – in an exercise of its fiduciary duty – must be prepared.

6. Because of the unique talents and experience of the lawyers selected for the MST

and because no one or two firms could afford to lose some of their professionals for an

indeterminate amount of time, the Committee selected the MST members and the MST members

agreed to participate based on their understanding that the work would be spread over the four

firms. The MST agreed to work together and allocate the work so that no one firm would be

overburdened and each firm’s full caseload could be serviced.

7. By contrast, the Debtor’s counsel is accustomed to representing clients in defense

matters and is well situated to devote thousands of hours representing the Debtor’s interests over

an extended period of time. As an example, the Committee cites to the case of In re Garlock

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Sealing Techs., LLC (“Garlock”). In Garlock, the debtor engaged Schachter to provide defense

services prior to commencement of the case. See Application of the Debtors for Entry of an

Order Authorizing Retention and Employment of Schachter Harris, LLP as Special Asbestos

Defense Counsel [Docket No. 158] ¶¶ 3-5, In re Garlock Sealing Techs. LLC, No. 10-31607

(Bankr. W.D.N.C. Jun. 25, 2012).

8. Despite Schachter’s years of pre-petition familiarity with Garlock’s defense

strategy, the firm billed nearly 30,000 hours to the Garlock estate. See Seventeenth Interim and

Final Application of Schachter Harris, LLP for Allowance of Interim and Final Compensation

and Reimbursement of Expenses for Professional Services Rendered as Special Asbestos Defense

Counsel for the Debtors For the Period from June 5, 2010 through July 31, 2017, Exhibit E,

[Docket No. 6190] In re Garlock Sealing Techs. LLC, No. 10-31607 (Bankr. W.D.N.C. Oct. 30,

2017) (seeking compensation for 29,768 hours devoted to the case with over 28,000 hours billed

by a total of seven professionals).

9. If any firm in the MST were required to devote nearly 30,000 to a single case,

such firm would have to do so to the detriment of all of their other cases and risk its future as an

ongoing entity.

10. Old GP used different forms and brands of asbestos over different periods of time

and over a variety of products. On information and belief, Old GP even used different

formulations in different jurisdictions. Should a trial on the medical science indeed go forward,

the Committee will need an in-depth understanding of all of Old GP’s asbestos-containing

products, including joint compound. The MST has the availability, experience, and knowledge

to ensure the Committee can effectively represent the interests of its constituents.

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11. By contrast, the Debtor’s team has the advantage of intimate familiarity and

historical knowledge of the Debtor and Old GP achieved through a long working relationship.

12. Among the four firms that compose the MST, only five key partners are likely to

be used, supported by a limited number of other professionals and paraprofessionals. In a sense,

the MST will work like a single smaller firm was engaged by the Committee. The MST allows

the Committee access to attorneys who have had prior experience and therefore some familiarity

with the Debtor and Old GP, a strong background in general asbestos litigation, and an

understanding of the overall medical science relating to it.9

B. The Motion is Based on Speculation Rather than Fact

13. The Debtor speculates that because there are multiple firms involved, the MST

will waste estate resources through the duplication of efforts. In support, the Debtor points to the

language of the declarations submitted with the Application. The nearly identical language was

not included in order to allow for duplication of services among members of the MST. Rather, it

was intended to and allows for the work to be split up among the MST member firms as work

levels and time constraints in both this case and the MST member firm’s respective caseloads

dictate. In this manner, no one firm was strictly designated to do a certain kind of work or

assignment, but rather the work could flow among the attorneys based on availability and

capacity. The MST is intended to function as though it were a single smaller firm with different

members of the same firm being able to help the others complete tasks and move the

representation forward.

9
The FCR advised the Debtor that it does not intend to engage medical science professionals of its own and
will instead defer to the MST. This allows for additional cost savings for the estate and it allows the MST to assist
current and future victims of Old GP’s toxic products.

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14. The Debtor recommends that the Committee be authorized to retain one or two

firms and then permit additional firms be added “as needed.” Motion at para. 18. Such a

position: (i) seeks to supplant the Debtor’s judgment for the Committee’s, (ii) lacks any

explanation of how adding additional firms in the future will somehow alleviate the potential of

duplication, and (iii) completely ignores the fee review procedure ordered by this Court.

15. No explanation is given for the benefit of the Debtor’s proposed system but more

importantly it seeks to have the Debtor dictate to the Committee the best way for the Committee

to protect its interests. Should an estimation be necessary, the Committee should have the

resources at its disposal necessary to move the case forward in a timely manner - just as the

Debtor will.

16. The Debtor’s suggestion to add counsel “as needed” suffers from additional

failings. First, it ignores the distraction adding counsel will impose on the Committee and its

professionals who will be required to find new counsel and prepare (and prosecute) retention

papers while at the same time working to prepare for an estimation trial. Second, it assumes that

additional counsel can be found. Third, it ignores the time that will be devoted by the MST and

other counsel bringing the new counsel “up to speed” in a process that may have been months if

not years in the making – an effort which itself is the very definition of unnecessary duplication.

17. Finally, the concern duplication will waste estate resources ignores the rules and

orders of this Court as well as the process by which fees are requested and approved. First, the

MST’s professionals will submit their time for review to the Committee and the Committee’s

primary counsel before submission. To the extent there is any duplication of efforts indicated in

such invoices, steps will be taken to eliminate them. Second, the Debtor will be served with not

only monthly applications but also interim applications and will have an opportunity to be heard

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if it believes there is any duplication. This is the process the Debtor itself proposed and this

Court approved at the outset of the case.

18. The cases cited by the Debtor regarding duplication support the Committee and

harm the Debtor’s argument that reconsideration based on potential duplication is appropriate.

See Motion at para. 14 (string citation discussing denial of compensation for duplicative services

each in connection with the fee application process as opposed to during the initial retention).

The reason is simple. All of the rulings arose after services were rendered and fees requested.

19. Under the employment and compensation scheme contemplated by the

Bankruptcy Code, an order approving retention does not guarantee payment. Rather

“compensation depends on the ‘second look’ taken by the court as mandated by [section]

330.” In re Delaney House, LLC, 312 B.R. 1, 4–5 (Bankr. D. Mass. 2004) (citing Ferrara &

Hantman v. Alvarez (In re Engel), 124 F.3d 567, 571 (3d Cir. 1997)).

20. “Without the bankruptcy court undertaking this two-step process, ‘the structure of

the Bankruptcy Code and Rules which contain provisions requiring both approval of

employment and after the fact approval of compensation’ would be rendered meaningless.” Id. at

5 (citations omitted). As expressed in In re Johns-Manville Corp., “[t]he fact that the

Bankruptcy Court, in the later Section 330 proceeding, may choose to award no fees to the five

law firms for the services rendered means that the Section 327 approvals are merely preliminary

‘go aheads’ rather than conclusive determinations.” In re Johns-Manville Corp., 32 B.R. 728,

731 (S.D.N.Y. 1983):

21. It is during the fee application stage that this Court will evaluate whether services

provided by the MST are excessive, unnecessary, or duplicative. As such, any argument relating

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to unnecessarily duplicative services is best addressed by the Court upon application for fees and

not on application for retention.

C. The Rates Proposed for the MST Members are Justified

22. The MST members earn fees almost exclusively through contingency

arrangements - as opposed to billable hours - and therefore a suitable hourly rate had to be

identified by the Committee to compensate the attorneys for their time spent assisting in this

case. The Committee then worked to establish proposed compensation for the MST. The

compensation structure was developed based on the MST members’ experience as well as the

specialized nature of that experience.

23. Each of the five lead attorneys has decades of experience in asbestos litigation

matters generally and medical science issues specifically. This expertise is directly in line with

the purpose for which the Committee retained them and of which it intends to take advantage.

24. The Committee looked to the attorneys retained in this case and others to establish

an appropriate hourly rate for the members of the MST. According to the first interim fee

applications in the instant case, partners at Jones Day charged $900 to $1,150 per hour, partners

at K&S charged $625 to $990 per hour, partners at Montgomery McCracken charged $495 to

$825 per hour, and partners at Young Conaway charged $715 to $1,250 per hour. See Docket

Nos. 356, 352, 326, and 318.10

25. The Committee also examined rates charged by special counsel in other

bankruptcy cases. In 2010, for an estimation trial in In re Specialty Products Holding Corp.,

10
It is acknowledged that Schachter’s rates are generally lower than that of all other professionals in this case
but it is the view of the Committee that Schachter’s rate should not be the barometer by which others retained in this
case have their rates measured.

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Case No. 10-11780 (Bankr. D. Del.), the court approved the retention of three law firms as

special litigation counsel for medical science issues at rates between $625 and $750 per hour.11

See Order Approving Application of the Official Committee of Asbestos Personal Injury

Claimants for an Order Authorizing the Retention and Employment of Motley Rice LLC, Waters

& Kraus LLP and Simon Greenstone Panatier Bartlett, PC as Special Litigation Counsel for Any

Medical Science Issues Arising in Connection with an Estimation Hearing [Docket No. 2782].

26. Based on available information, the Committee and the MST agreed that the

rate for the five lead MST attorneys should be $850 per hour, any other lawyers (including

partners) at the MST member firms would be compensated at a blended rate of $450 per hour,

and paraprofessionals at a blended rate of $250 per hour. These rates were carefully

contemplated in light of the experience and expertise of the members of the MST.

D. Nunc Pro Tunc Relief to April 1, 2018 is Not Necessary

27. The Committee requested nunc pro tunc relief to April 1, 2018 because that is

the date on which the MST members began to work on this case. However, as the MST

members did not begin tracking their time until recently, the Committee agrees to modify that

request to begin as of May 15, 2018. The modification is set forth on the Revised Order.

RESERVATION OF RIGHTS

28. The Committee expressly reserves all rights with respect to challenging the

validity, propriety, jurisdiction and venue of this case, including without limitation seeking to

dismiss the case pursuant 11 U.S.C. § 1112 and seeking to transfer the case pursuant to 28

U.S.C. §§ 1406, 1408 and 11 U.S.C. § 105. Further, the Committee reserves its right to oppose

11
See subsequent fee applications of the special litigation counsel in which hourly rates were listed at Docket
Nos. 3595 and 3498, In re Specialty Products Holding Corp., Case No. 10-11780 (Bankr. D. Del.).

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any request for an estimation of the Georgia-Pacific Asbestos Liabilities and the scope of any

estimation including but not limited to any inclusion of a medical science component.

REMAINDER OF PAGE INTENTIONALLY LEFT BLANK

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CONCLUSION

WHEREFORE, for the reasons set forth herein, the Committee requests that this Court:

(a) deny the Motion, (b) enter the Revised Order attached hereto as Exhibit A, and (c) grant such

other and further relief as is just and proper.

Dated: July 20, 2018

Charlotte, North Carolina

HAMILTON STEPHENS STEELE

+ MARTIN, PLLC

/s/ Glenn C. Thompson

Glenn C. Thompson (Bar No. 37221)
525 North Tryon Street, Suite 1400
Charlotte, North Carolina 28202
Telephone: (704) 344-1117
Facsimile: (704) 344-1483
gthompson@lawhssm.com

Judy D. Thompson
Linda W. Simpson
JD THOMPSON LAW
Post Office Box 33127
Charlotte, North Carolina 28233
Telephone: (828) 749-1865
jdt@jdthompsonlaw.com
LWS@JDThompsonLaw.com

Natalie D. Ramsey (DE Bar No. 5378)

Mark A. Fink (DE Bar No. 3946)
MONTGOMERY, McCRACKEN, WALKER &
RHOADS, LLP
1105 North Market Street, 15th Floor
Wilmington, DE 19801
Telephone: (302) 504-7800
Facsimile: (302) 504-7820
nramsey@mmwr.com
mfink@mmwr.com

Counsel to the Committee of Asbestos Claimants of

Bestwall LLC

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Exhibit A
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UNITED STATES BANKRUPTCY COURT

WESTERN DISTRICT OF NORTH CAROLINA
CHARLOTTE DIVISION
__________________________________________
:
In re : Chapter 11
:
BESTWALL LLC,1 : Case No. 17-31795 (LTB)
:
Debtor. :
_________________________________________ :

[PROPOSED] AMENDED ORDER APPROVING THE APPLICATION OF THE

OFFICIAL COMMITTEE OF ASBESTOS CLAIMANTS AUTHORIZING THE
RETENTION AND EMPLOYMENT OF (A) KAZAN, MCCLAIN, SATTERLEY &
GREENWOOD, A PROFESSIONAL LAW CORPORATION; (B) MAUNE RAICHLE
HARTLEY FRENCH & MUDD, LLC; (C) RUCKDESCHEL LAW FIRM, LLC; AND
(D) WEITZ & LUXENBERG PC AS SPECIAL LITIGATION COUNSEL
FOR ANY MEDICAL SCIENCE MATTERS ARISING IN
CONNECTION WITH AN ESTIMATION HEARING

Upon the application (the “Application”)2 of the Official Committee of Asbestos

Claimants (the “Committee”), for an Order approving and authorizing the Committee to retain

1
The last four digits of the Debtor’s taxpayer identification number are 5815. The Debtor’s address is 100
Peachtree Street, N.W., Atlanta, Georgia 30303.

2
Capitalized terms not defined herein will have the meaning ascribed to them in the Application.
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and employ the law firms of (a) Kazan, McClain, Satterley & Greenwood, A Professional Law

Corporation (“Kazan McClain”); (b) Maune Raichle Hartley French & Mudd, LLC (“Maune

Raichle”); (c) Ruckdeschel Law Firm, LLC (“Ruckdeschel Law”); and (d) Weitz & Luxenberg

PC (“Weitz & Luxenberg,” and with Kazan McClain, Maune Raichle, and Ruckdeschel Law, the

“MST”) as special litigation counsel for any medical science matters arising in connection with

an estimation hearing in this proceeding; it appearing that this Court has jurisdiction to consider

the Application pursuant to 28 U.S.C. §§ 157 and 1334; and it appearing that venue of this

chapter 11 case and the Application in this district is proper pursuant to 28 U.S.C. §§ 1408 and

1409; and it appearing that this matter is a core proceeding pursuant to 28 U.S.C. § 157(b); and

the Court being satisfied, based on the Application and the Declarations of (a) John Langdoc,

partner of Kazan McClain; (b) Christian Hartley, partner of Maune Raichle, (c) Jonathan

Ruckdeschel, a founding partner of Ruckdeschel Law; and (d) Jerry Kristal, managing attorney

of Weitz & Luxenberg (collectively, the “MST Declarations”) filed in connection herewith, that

the MST members are each disinterested as defined in section 101(14) of the Bankruptcy Code

and possess no interest adverse to the interest of the estate with respect to the matters on which

they are being employed, as required by section 1103 of the Bankruptcy Code, and that their

employment is necessary and in the best interests of the estate and its creditors; and this Court

having found that notice of the Application was sufficient under the circumstances, and that no

other or further notice is necessary; and after due deliberation thereon; and good and sufficient

cause appearing therefor;

IT IS HEREBY ORDERED THAT:

1. This Revised Order amends and supersedes the Original Order entered on June

14, 2018 [Docket No. 426].

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2. The Application is GRANTED.

3. In accordance with Bankruptcy Code section 1103, Bankruptcy Rules 2014 and

Local Bankruptcy Rules 2014-1, the Committee is hereby authorized to employ and retain the

MST as its counsel in the above-captioned case effective as of May 15, 2018 on the terms and

conditions set forth in the Application and MST Declarations.

4. The MST is authorized to render the professional services set forth in the

Application and the MST Declarations.

5. The MST shall be compensated at a rate of $850 per hour for the services of John

Langdoc, Joseph Satterley, Christian Hartley, Jonathan Ruckdeschel, and Jerry Kristal. Other

attorneys of the MST member firms who assist in the representation of the Committee shall be

compensated at a blended rate of $450 per hour for all such services and any paraprofessionals

who may assist in the representation shall be compensated at a blended rate of $250 per hour.

Additionally, the MST shall be reimbursed for out-of-pocket expenses incurred in connection

with their retention in accordance with the procedures set forth in sections 330 and 331 of the

Bankruptcy Code, the applicable Federal Rules of Bankruptcy Procedure, the Compensation

Guidelines, any orders of this Court, and such other procedures as have been or may be fixed by

order of the Court. The MST member firms will not seek substantial contribution claims.

6. The MST members shall use reasonable efforts to avoid any duplication of

services provided by any of the Committee’s retained professionals, including other MST

members.

7. To the extent this Revised Order is inconsistent with the Application or the MST

Declarations, the terms of this Revised Order shall govern.

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8. The MST shall apply for compensation for its professional services rendered and

reimbursement of expenses incurred in connection with the MST’s representation of the

Committee in the Debtor’s chapter 11 case in compliance with sections 1103, 330, and 331 of the

Bankruptcy Code and applicable provisions of the Bankruptcy Rules, the Local Rules, the

Compensation Guidelines issued by this Court, the Interim Compensation Order entered with

respect to the Debtor’s Motion for an Order Establishing Procedures for Interim Compensation

and Reimbursement of Expenses of Retained Professionals [Docket No. 32], and any other

applicable procedures and orders of the Court.

9. This Revised Order shall be immediately effective and enforceable upon its entry.

10. The Committee and the MST are authorized to take all actions necessary to

effectuate the relief granted pursuant to this Revised Order.

11. This Court shall retain exclusive jurisdiction over all matters pertaining to this

Revised Order and the Application.

This Revised Order has been signed electronically. United States Bankruptcy Court
The judge's signature and court's seal appear
at the top of the Revised Order

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