Case 16-11247-KJC Doc 107 Filed 06/29/16 Page 1 of 20 ...3. The statutory bases for the relief requested herein are sections 327(a) and 329(a) of the Bankruptcy Code, Bankruptcy Rules

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UNITED STATES BANKRUPTCY COURTFOR THE DISTRICT OF DELAWARE

DEBTORS’ APPLICATION FOR AN ORDER AUTHORIZING THEEMPLOYMENT AND RETENTION OF PJT PARTNERS LP AS INVESTMENTBANKER FOR THE DEBTORS NUNC PRO TUNC TO THE PETITION DATE

The above-captioned debtors (collectively, the “Debtors”) hereby apply to the Court for

entry of an order pursuant to sections 327(a) and 328(a) of title 11 of the United States Code (the

“Bankruptcy Code”), rules 2014(a), and 2016(a) of the Federal Rules of Bankruptcy Procedure

(the “Bankruptcy Rules”), and rules 2014-1 and 2016-2 of the Local Rules of Bankruptcy

Practice and Procedure of the United States Bankruptcy Court for the District of Delaware (the

“Local Rules”), authorizing the Debtors to retain and employ PJT Partners LP (“PJT”) as their

investment banker, nunc pro tunc to May 20, 2016 (the “Petition Date”). In support of this

Application, the Debtors submit the Declaration of John James O’Connell III attached hereto as

Exhibit A (the “O’Connell Declaration”), and the Declaration of Annah Kim-Rosen attached

hereto as Exhibit B (the “Kim-Rosen Declaration”) and further respectfully represent as follows:

1 The Debtors in these Chapter 11 cases, together with the last four digits of each Debtor’s federal tax identificationnumber, are as follows: Intervention Energy Holdings, LLC (8131); and Intervention Energy, LLC (8131). Themailing address for the Debtors, solely for purposes of notices and communications, is: 475 17th Street, Suite 1040,Denver, CO 80202.

In re:

INTERVENTION ENERGYHOLDINGS, LLC., et al.,

Debtors.1

Chapter 11

Case No. 16-11247(KJC)

(Jointly Administered)

Hearing Date: July 26, 2016 at 10:00 a.m. (ET)Objection Deadline: July 13, 2016 at 4:00 p.m. (ET)

Case 16-11247-KJC Doc 107 Filed 06/29/16 Page 1 of 20

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JURISDICTION AND VENUE

1. This court (the “Court”) has jurisdiction to consider this matter pursuant to 28

U.S.C. § 1334 and the Amended Standing Order of Reference from the United States District

Court for the District of Delaware dated as of February 29, 2012. This matter is a core

proceeding within the meaning of 28 U.S.C. § 157(b)(2). The Debtors consent, pursuant to

Local Rule 9013-1(f), to the entry of a final judgment or order with respect to this Application, if

it is determined that the Court would lack Article III jurisdiction to enter such final order or

judgment absent consent of the parties.

2. Venue of this proceeding and this Application is proper in this district pursuant to

28 U.S.C. §§ 1408 and 1409.

3. The statutory bases for the relief requested herein are sections 327(a) and 329(a)

of the Bankruptcy Code, Bankruptcy Rules 2014(a), and 2016(a), and Local Rules 2014-1 and

2016-2.

BACKGROUND

4. On the Petition Date, each of the Debtors filed with this Court voluntary petitions

for relief under the Bankruptcy Code.

5. 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 request

for the appointment of a trustee or examiner has been made in these chapter 11 cases (the

“Chapter 11 Cases”). These Chapter 11 Cases are being jointly administered for procedural

purposes only pursuant to Bankruptcy Rule 1015(b).

6. Additional factual background regarding the Debtors, including their business

operations, their capital and debt structure, and the events leading to the filing of these Chapter


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11 Cases, is set forth in more detail in the Declaration of John R. Zimmerman in Support of

Chapter 11 Petitions and First Day Motions [Docket No. 11] (the “First Day Declaration”), filed

on the Petition Date.

RELIEF REQUESTED

7. The Debtors hereby seek the entry of an order, substantially in the form attached

hereto as Exhibit C (the “Proposed Order”), (a) authorizing them to retain and employ PJT as

their investment banker in these Chapter 11 Cases, nunc pro tunc to the Petition Date, pursuant

to the terms of the Engagement Letter, dated as of May 18, 2016 (the “Engagement Letter”), a

copy of which is attached to the Proposed Order as Exhibit 1, (b) approving the terms of PJT’s

employment, including the proposed compensation arrangements under section 328(a) of the

Bankruptcy Code, and (c) modifying the time-keeping requirements of Local Rule 2016-2 and

the guidelines established by the Office of the United States Trustee for the District of Delaware

(the “U.S. Trustee Guidelines”).

PJT’S QUALIFICATIONS

8. As set forth in the O’Connell Declaration, PJT’s restructuring and reorganization

advisory operation is one of the leading advisors to companies and creditors in restructurings and

bankruptcies. PJT was spun off from The Blackstone Group L.P. (“Blackstone”) effective

October 1, 2015.2 Upon the consummation of the spinoff, Blackstone’s restructuring and

reorganization advisory group became the Restructuring & Special Situations Group of PJT and

Blackstone’s restructuring professionals became employees of PJT. The former Blackstone

2 On October 7, 2014, the board of directors of Blackstone’s general partner approved a plan to spin off its financialand strategic advisory services, restructuring and reorganization advisory services and Park Hill fund placementbusinesses, and to combine these businesses with an independent financial advisory firm founded by Paul J.Taubman, to form an independent, publicly traded company called PJT Partners Inc. PJT is a wholly-ownedsubsidiary of PJT Partners Holdings LP, a holding partnership that is controlled by PJT Partners Inc., as generalpartner. This spinoff was effected via a multi-step transaction.


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restructuring professionals, in their capacity as PJT employees, have been conducting business at

and providing their clients with the same high-quality restructuring services that they provided at

Blackstone since the formation of their practice 25 years ago. PJT’s Restructuring & Special

Situations Group has approximately 55 employees. PJT professionals have extensive experience

working with financially troubled companies in complex financial restructurings. Since 1991,

PJT professionals have advised on more than 400 distressed situations, both in and out of court,

involving more than $1.5 trillion of total liabilities.

9. The partners and members of PJT’s Restructuring & Special Situations Group

have assisted and advised in numerous chapter 11 cases. In particular, the partners and members

of PJT’s Restructuring & Special Situations Group have provided services to debtors, creditors’

committees and other constituencies in numerous chapter 11 cases, including, among others: In

re Magnum Hunter Resources Corp., No. 15-12533 (KG) (Bankr. D. Del. Jan. 28, 2016); In re

Samson Resources Corp., NO. 15-11934 (CSS) (Bankr. D. Del. Oct. 29, 2015); In re Sabine Oil

& Gas Corp., No. 15-11835 (SCC) (Bankr. S.D.N.Y. Oct. 15, 2015); In re Molycorp, Inc., No.

15-11357 (CSS) (Bankr. D. Del. Aug. 17, 2015); In re Allen Sys. Grp., Inc., No. 15- 10332

(KJC) (Bankr. D. Del. Feb. 18, 2015); In re Caesars Entm’t Operating Co., Inc., No. 15- 01145

(ABG) (Bankr. N.D. Ill. Jan. 15, 2015); In re Nautilus Holdings Ltd., No. 14-22885 (RDD)

(Bankr. S.D.N.Y. Sept. 26, 2014); In re Genco Shipping & Trading Ltd., No. 14-11108 (SHL)

(Bankr. S.D.N.Y. May 16, 2014); In re Endeavor Operating Corp., No. 14-12308 (KJC) (Bankr.

D. Del. Nov. 10, 2014); In re Edison Mission Energy, No. 12-49219 (JPC) (Bankr. N.D. Ill. Feb.

20, 2013); In re A123 Sys. Inc., No. 12-12859 (KJC) (Bankr. D. Del. Dec. 10, 2012); In re

Eastman Kodak Co., No. 12-10202 (ALG) (Bankr. S.D.N.Y. Jan. 19, 2012); In re Dynegy

Holdings, LLC, No. 11-38111 (CGM) (Bankr. S.D.N.Y. Jan. 19, 2012); In re Evergreen Solar,


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Inc., No. 11-12590 (MFW) (Bankr. D. Del. Oct. 12, 2011); In re Harry & David Holdings, Inc.,

No. 11-10884 (MFW) (Bankr. D. Del. March 28, 2011); In re Specialty Products Holding Corp.,

No. 10-11780 (LSS) (Bankr. D. Del. Sept. 17, 2010); In re Hawkeye Renewables, LLC, No. 09-

14461 (KJC) (Bankr. D. Del. March 16, 2010); In re R.H. Donnelley Corp., No. 09-11833 (KG)

(Bankr. D. Del. Aug. 21, 2009); In re Spansion, Inc., No. 09-10690 (KJC) (Bankr. D. Del. March

1, 2009); In re SmurfitStone Container Corp., No. 09-10235 (BLS) (Bankr. D. Del. Jan. 26,

2009); In re W. R. Grace & Co., No. 01-01139 (JFF) (Bankr. D. Del. June 22, 2001). In

addition, the group has provided general restructuring advice to major companies such as Ford

Motor Company, The Goodyear Tire & Rubber Company, and Xerox Corporation.

10. Prior to the Petition Date and in the early stages of these Chapter 11 Cases, PJT

has become intimately familiar with the Debtors’ businesses, affairs, assets and contractual

arrangements. PJT has worked closely with the Debtors and their management to analyze the

Debtors’ financial positions and to assist the Debtors in evaluating various restructuring options.

Accordingly, PJT has the necessary background to deal effectively and efficiently with the many

financial issues and problems that may arise in the context of these Chapter 11 Cases.

11. PJT has acquired significant knowledge of the Debtors’ financial affairs, business

operations, capital structure, key stakeholders, and other related material information. PJT’s

professionals have worked closely with the Debtors’ management, board of directors, and other

advisors. If this application is approved, PJT professionals will continue to work closely with

the Debtors’ management and other professionals throughout the reorganization process.

Accordingly, as a result of PJT’s experience with the Debtors and technical expertise, PJT is well

qualified to provide these services and represent the Debtors during their Chapter 11 Cases.


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SERVICES TO BE PROVIDED

12. Pursuant to the terms of the Engagement Letter, the Debtors propose to retain PJT

to render the following investment banking services to the Debtors as necessary and appropriate

and as may be requested by the Debtors:3

(a) assist in the evaluation of the Company’s businesses and prospects;

(b) assist in the development of the Company’s long-term business plan and relatedfinancial projections;

(c) assist in the development of financial data and presentations to the Company’sBoard of Directors, various creditors and other third parties;

(d) analyze the Company’s financial liquidity and evaluate alternatives to improvesuch liquidity;

(e) analyze various restructuring scenarios and the potential impact of these scenarioson the recoveries of those stakeholders impacted by the Restructuring;

(f) provide strategic advice with regard to restructuring or refinancing the Company’sObligations;

(g) evaluate the Company’s debt capacity and alternative capital structures;

(h) participate in negotiations among the Company and its creditors, suppliers, lessorsand other interested parties;

(i) value securities offered by the Company in connection with a Restructuring;

(j) advise the Company and negotiate with lenders with respect to potential waiversor amendments of various credit facilities;

(k) assist in arranging financing for the Company, as requested;

(l) provide expert witness testimony concerning any of the subjects encompassed bythe other investment banking services;

(m) assist the Company in preparing marketing materials in conjunction with apossible Transaction;

(n) assist the Company in identifying potential buyers or parties in interest to aTransaction and assist in the due diligence process;

(o) assist and advise the Company concerning the terms, conditions and impact ofany proposed Transaction; and

(p) provide such other advisory services as are customarily provided in connectionwith the analysis and negotiation of a Restructuring or a Transaction, as requestedand mutually agreed.

3 Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the EngagementLetter.


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13. If the Debtors request that PJT perform services not contemplated by the

Engagement Letter, PJT and the Debtors will agree, in writing, on the terms for such services

and seek the Court’s approval thereof. The services that PJT will provide to the Debtors are

necessary to enable the Debtors to maximize the value of their estates.

NO DUPLICATION OF SERVICES

14. The Debtors believe that the services will not duplicate the services that other

professionals will be providing to the Debtors in these Chapter 11 Cases. Specifically, PJT will

carry out unique functions and will use reasonable efforts to coordinate with the Debtors’ other

retained professionals to avoid unnecessary duplication of services. The Debtors firmly believe

that PJT will provide these necessary services in a cost-effective, efficient and timely manner.

PROFESSIONAL COMPENSATION

15. In consideration of the services to be provided by PJT, and as more fully

described in the Engagement Letter, subject to this Court’s approval, the Debtors and PJT have

agreed that PJT shall, in respect of its services, be compensated under the following fee structure

(the “Fee Structure”):

(i) a monthly advisory fee (the “Monthly Fee”) in the amount of $150,000, permonth, in cash, with the first Monthly Fee payable upon the execution of theEngagement Letter by both parties and additional installments of such MonthlyFee payable in advance on each monthly anniversary of the Effective Date;

(ii) an additional fee (the “Restructuring Fee”) equal to $3,500,000. If theRestructuring has not been consummated within six months of the Effective Dateof the Engagement Agreement, then 50% of the Monthly Fees earned thereaftershall be credited towards the Restructuring Fee. Except as otherwise providedherein, a Restructuring shall be deemed to have been consummated upon (a) thebinding execution and effectiveness of all necessary waivers, consents,amendments or restructuring agreements between the Company and its creditorsinvolving the compromise of the face amount of such Obligations or theconversion of all or part of such Obligations into alternative securities, includingequity, in the case of an out-of-court restructuring; or (b) the confirmation andconsummation of a Plan of Reorganization pursuant to an order of the Bankruptcy


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Court, in the case of an in-court restructuring. The Restructuring Fee will beearned and payable upon consummation of the Restructuring.

Notwithstanding the foregoing, (a) a Restructuring specifically shall be deemed toexclude any assumption at face value of Obligations in connection with the sale ordisposition of any subsidiaries, joint ventures, assets or lines of business of theCompany and (b) the restructured Obligations shall exclude any Obligations inrespect of which a Restructuring Fee has previously been paid; and

(iii) reimbursement of all reasonable out-of-pocket expenses incurred during thisengagement, including, but not limited to, travel and lodging, direct identifiabledata processing, document production, publishing services and communicationcharges, courier services, working meals, reasonable fees and expenses of PJTPartners’ counsel (without the requirement that the retention of such counsel beapproved by the court in any Bankruptcy Case) and other necessary expenditures,payable upon rendition of invoices setting forth in reasonable detail the nature andamount of such expenses. In connection therewith the Company shall pay PJTPartners on the Effective Date and maintain thereafter a $25,000 expense advancefor which PJT Partners shall account upon termination of the Engagement Letter.

16. PJT’s strategic and financial expertise, as well as its capital markets knowledge,

financing skills, and restructuring capabilities, some or all of which has and will be required by

the Debtors during the term of PJT’s engagement, were important factors to the Debtors in

determining the Fee Structure. Given the numerous issues that PJT may be required to address in

these Chapter 11 Cases, PJT’s commitment to the variable level of time and effort necessary to

address all such issues as they arise, and the market prices for PJT’s services for engagements of

this nature in both out-of-court and chapter 11 contexts, the Debtors agree that the fee

arrangements in the Engagement Letter are reasonable under the standards set forth below.

17. To the best of the Debtors’ knowledge, information and belief, no promises have

been received by PJT as to compensation in connection with these Chapter 11 Cases other than

as outlined in the Engagement Letter, and PJT has no agreement with any other entity to share

any compensation received with any person other than the principals and employees of PJT.

18. During the pendency of these Chapter 11 Cases, PJT intends to apply for

compensation for professional services rendered and reimbursement of expenses incurred in


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connection with these Chapter 11 Cases, subject to the Court’s approval and in compliance with

applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, the U.S.

Trustee Guidelines, and any other applicable procedures and orders of the Court, including any

order approving this application (to the extent compliance is not waived) and consistent with the

proposed compensation set forth in the Engagement Letter.

19. PJT will maintain records in support of any actual, necessary costs and expenses

incurred in connection with the rendering of its services in these Chapter 11 Cases. However,

because: (a) it is not the general practice of investment banking firms such as PJT to keep

detailed time records similar to those customarily kept by attorneys; (b) PJT does not ordinarily

keep time records on a “project category” basis; and (c) PJT’s compensation is based on a fixed

Monthly Fee and Restructuring Fee, the Debtors respectfully request that PJT’s professionals

only be required to maintain records (in summary format) of the services rendered for the

Debtors, including summary descriptions of those services, the approximate time expended in

providing those services (in one-half hour increments), and the identity of the professionals who

provided those services. PJT will present such records to the Court in its fee applications.

Moreover, the Debtors respectfully request that PJT’s professionals not be required to keep time

records on a “project category” basis, that its non-investment banking professionals and

personnel in administrative departments (including legal) not be required to maintain any time

records, and that it not be required to provide or conform to any schedule of hourly rates. To the

extent that PJT would otherwise be required to submit more detailed time records for its

professionals by the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, the U.S. Trustee

Guidelines, or other applicable procedures and orders of the Court, the Debtors respectfully

request that this Court waive such requirements.


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20. Prior to the Petition Date, according to the Debtors’ books and records, the

Debtors paid PJT approximately $150,000.00 for fees and a prepetition expense deposit of

$25,000 that will be applied against any prepetition expenses incurred but not yet received due to

delay in third-party vendors in providing invoices, with the remaining balance, if any, credited

against postpetition expenses.

INDEMNIFICATION

21. As part of the overall compensation payable to PJT under the terms of the

Engagement Letter, the Debtors have agreed to certain indemnification, contribution, and

reimbursement obligations, as more fully described in Attachment A of the Engagement Letter

(the “Indemnification Agreement”). The Indemnification Agreement provides that the Debtors

will indemnify and hold harmless PJT and certain “Indemnified Parties” (as defined in the

Indemnification Agreement) from and against any losses, claims, damages, expenses and

liabilities, whether they be joint or several (collectively, the “Liabilities”), related to, arising out

of, or in connection with the engagement incurred by an Indemnified Party in connection with

PJT’s engagement. The Debtors, however, will not be liable for any Liabilities that are finally

judicially determined by a court of competent jurisdiction to have primarily resulted from the

gross negligence, bad faith, willful misconduct, or fraud of any Indemnified Party. However, the

following conditions will apply with respect to any indemnification, reimbursement, or

contribution pursuant to the Indemnification Agreement:

(a) All requests of Indemnified Parties for payment of indemnity, reimbursement orcontribution pursuant to the Engagement Letter shall be made by means of anapplication (interim or final as the case may be) and shall be subject to review bythe Court to ensure that payment of such indemnity, reimbursement orcontribution conforms to the terms of the Engagement Letter and is reasonablebased upon the circumstances of the litigation or settlement in respect of whichindemnity, reimbursement or contribution is sought; provided, however, that in noevent shall an Indemnified Party be indemnified in the case of its own bad faith,fraud, gross negligence or willful misconduct.


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(b) In the event that an Indemnified Party seeks reimbursement from the Debtors forreasonable attorneys’ fees in connection with a request by Indemnified Party forpayment of indemnity, reimbursement or contribution pursuant to the EngagementLetter, the invoices and supporting time records from such attorneys shall beincluded in Indemnified Party’s own application (both interim and final) and suchinvoices and time records shall be subject to the approval of the Court under thestandards of sections 330 and 331 of the Bankruptcy Code without regard towhether such attorneys have been retained under section 327 of the BankruptcyCode and without regard to whether such attorneys’ services satisfy section330(a)(3)(C) of the Bankruptcy Code.

22. The Engagement Letter’s indemnification and contribution provisions were fully

negotiated by the Debtors and PJT at arm’s length and in good faith, and the Debtors respectfully

submit that these indemnification and contribution provisions of the Engagement Letter are

reasonable, subject to the modifications set forth in the Proposed Order. The Debtors believe

that the indemnification provisions in the Engagement Letter are appropriate and reasonable for

financial advisory engagements both out of court and in chapter 11 cases, and reflect the

qualifications and limitations on indemnification provisions that are customary in this district and

other jurisdictions.

PJT’S DISINTERESTEDNESS

23. To the best of the Debtors’ knowledge, information, and belief, and except to the

extent disclosed herein and in the Kim-Rosen Declaration: (i) PJT has no relevant connection

with any of the Debtors, the Debtors’ creditors, the Office of the United States Trustee, any

person employed in the office of U.S. Trustee, or any other party with an actual or potential

interest in these Chapter 11 Cases (or their respective attorneys or accountants); (ii) PJT (and

PJT’s professionals) are not creditors, equity security holders or insiders of any of the Debtors;

(iii) neither PJT nor any of its professionals is or was, within two years of the Petition Date, a

director, officer or employee of any of the Debtors; and (iv) neither PJT nor any of its

professionals hold or represent an interest materially adverse to any of the Debtors, their estates


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or any class of creditors or equity security holders by reason of any direct or indirect relationship

to, connection with or interest in any of the Debtors, or for any other reason. Accordingly, based

upon its review of interested parties in these Chapter 11 Cases, PJT is a “disinterested person” as

defined in section 101(14) of the Bankruptcy Code, as modified by section 1107(b) of the

Bankruptcy Code, and PJT’s employment is permissible under sections 327(a) and 328(a) of the

Bankruptcy Code. See 11 U.S.C. §§ 101(14), 327(a), 328(a), 1107(b).

24. The Debtors’ knowledge, information, and belief regarding the matters set forth

herein are based upon, and made in reliance on the Kim-Rosen Declaration. Given the large

number of parties in interest in these Chapter 11 Cases, despite the efforts to identify and

disclose PJT’s relationships with parties in interest in these Chapter 11 Cases, PJT is unable to

state with certainty that every client relationship or other connection has been disclosed in the

Kim-Rosen Declaration. PJT will make continued inquiries following the filing of the

application to monitor for any matters that might affect its disinterested status. To the extent that

any new relevant facts or relationships bearing on the matters described herein during the period

of PJT’s retention are discovered or arise, PJT will use reasonable efforts to promptly file a

supplemental declaration.

25. The Debtors are informed that PJT will not share any compensation to be paid by

the Debtors, in connection with services to be performed after the Petition Date, with any other

person, other than principals and employees of PJT, to the extent required by section 504 of the

Bankruptcy Code.


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BASIS FOR RELIEF

I. The Debtors Should be Permitted to Retain and Employ PJT on the Terms in theEngagement Letter Pursuant to Sections 327 and 328 of the Bankruptcy Code.

26. The Debtors seek approval of the retention and employment of PJT pursuant to

sections 327(a) and 328(a) of the Bankruptcy Code. Section 328(a) of the Bankruptcy Code

provides, in relevant part, that a debtor in possession, “with the court’s approval, may employ or

authorize the employment of a professional person under section 327 . . . on any reasonable

terms and conditions of employment, including on a retainer, on an hourly basis, on a fixed or

percentage fee basis, or on a contingent fee basis.” 11 U.S.C. § 328(a).

27. Section 327(a) of the Bankruptcy Code, in turn, authorizes a debtor in possession

to employ professionals that “do not hold or represent an interest adverse to the estate, and that

are disinterested persons.” 11 U.S.C. § 327(a). Section 1107(b) of the Bankruptcy Code

provides that “a person is not disqualified for employment under section 327 of [the Bankruptcy

Code] by a debtor in possession solely because of such person’s employment by or

representation of the debtor before the commencement of the case.” 11 U.S.C. § 1107(b).

28. Section 328 of the Bankruptcy Code permits the compensation of professionals,

including investment bankers and financial advisors, on more flexible terms that reflect the

nature of their services and market conditions. As the U.S. Court of Appeals for the Fifth Circuit

recognized in Donaldson Lufkin & Jenrette Securities Corp. v. National Gypsum Co. (In re

National Gypsum Co.), 123 F.3d 861 (5th Cir. 1997):

Prior to 1978 the most able professionals were often unwilling to work for bankruptcyestates where their compensation would be subject to the uncertainties of what a judgethought the work was worth after it had been done. That uncertainty continues under thepresent § 330 of the Bankruptcy Code, which provides that the court award toprofessional consultants “reasonable compensation” based on relevant factors of time andcomparable costs, etc. Under present § 328 the professional may avoid that uncertaintyby obtaining court approval of compensation agreed to with the trustee (or debtor orcommittee).


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123 F.3d at 862 (footnote omitted).

29. Additionally, Bankruptcy Rule 2016 and Local Rule 2016-2 require retained

professionals to submit applications for payment of compensation in chapter 11 cases. Local

Rule 2016-2(d) also requires retained professionals to submit detailed time entries that set forth,

among other things, a detailed description of each activity performed, the amount of time spent

on the activity (in tenth of an hour increments), the subject matter of the activity, and the parties

involved with the activity at issue. Local Rule 2016-2(h), however, allows a retained professional

to request a waiver of these requirements for cause.

30. The Court’s approval of the Debtors’ retention of PJT in accordance with the

terms and conditions of the Engagement Letter is warranted. First, as discussed above and in the

Kim-Rosen Declaration, PJT satisfies the disinterestedness standard in section 327(a) of the

Bankruptcy Code. PJT had been assisting the Debtors prior to the commencement of these

Chapter 11 Cases and since then has already committed a significant amount of time and effort in

the early stages of these Chapter 11 Cases. PJT is needed postpetition to continue to assist with

negotiations, as necessary, to provide expert advice and testimony regarding financial matters

related to the proposed transactions, and to enable the Debtors to discharge their duties as debtors

and debtors in possession. PJT’s professionals have extensive experience providing investment

banking services to debtors and creditors in bankruptcy reorganizations, mergers and

acquisitions, and other restructurings. PJT has become familiar with the Debtors’ business

operations, capital structure, financing documents, and other material information and is able to

assist the Debtors in their restructuring efforts. The Debtors believe that PJT is well qualified to

provide its services to the Debtors in a cost-effective, efficient, and timely manner. Furthermore,


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as detailed above, PJT does not hold or represent an interest adverse to the estate and is

disinterested.

31. The Fee Structure is consistent with PJT’s normal and customary billing practices

for cases that require the level of scope and services outlined herein. In particular, the Debtors

believe that the Fee Structure creates a proper balance between fixed monthly fees and

contingency fees. In addition, the Debtors believe that the Fee Structure is market-based, fair,

and reasonable under the standards set forth in section 328(a) of the Bankruptcy Code. The Fee

Structure reflects PJT’s commitment to the variable level of time and effort necessary to perform

the services contemplated by the Engagement Letter, PJT’s particular expertise, and the market

prices for PJT’s services for engagements of this nature both out of court and in a chapter 11

context. Indeed, the Debtors believe that the Fee Structure appropriately reflects: (a) the nature

and scope of services to be provided by PJT; (b) PJT’s substantial experience with respect to

investment banking services; and (c) the fee structures typically utilized by PJT and other leading

investment banks and financial advisors who do not bill their clients on an hourly basis.

32. As set forth above, and notwithstanding approval of the Engagement Letter under

section 328 of the Bankruptcy Code, PJT intends to apply for compensation for professional

services rendered and reimbursement of expenses incurred in connection with these Chapter 11

Cases, subject to the Court’s approval and in compliance with applicable provisions of the

Bankruptcy Code, the Bankruptcy Rules, the Local Rules, the U.S. Trustee Guidelines, and any

other applicable procedures and orders of the Court, with certain limited modifications.

33. The Debtors request that the requirements of Local Rule 2016-2(d) and the U.S.

Trustee Guidelines be tailored to appropriately reflect PJT’s engagement and its compensation

structure. PJT has requested, pursuant to section 328(a) of the Bankruptcy Code, payment of its


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fees on a fixed-rate basis. Additionally, it is not the general practice of investment banking firms

to keep detailed time records similar to those customarily kept by attorneys. As discussed above,

however, PJT’s restructuring personnel will keep summary time records in one-half hour

increments describing their daily activities and the identity of persons who performed such tasks.

Apart from the time-recording practices described above, however, PJT’s restructuring personnel

do not maintain their time records on a “project category” basis. As such, the Debtors request

modification of the requirements pursuant to Local Rule 2016-2(h).

34. Courts in this jurisdiction have approved relief similar to the relief requested in

this application, including similar fixed and contingency fee arrangements and modification of

the requirements of Local Rule 2016-2(d) pursuant to Local Rule 2016-2(h). See, e.g., In re

Magnum Hunter Resources Corp., No. 15-12533 (KG) (Bankr. D. Del. Jan. 28, 2016); In re

Samson Resources Corp., No. 15-11934 (CSS) (Bankr. D. Del Oct. 29, 2015); In re Endeavour

Operating Corp., No. 14-12308 (KJC) (Bankr. D. Del. Nov. 10, 2014); In re Los Angeles

Dodgers LLC, No. 11-12010 (KG) (Bankr. D. Del. Sept. 30, 2011); In re Abitibibowater Inc.,

No. 09-11296 (KJC) (Bankr. D. Del. Aug. 11, 2009); In re Flying J, Inc., No. 09-13384 (MFW)

(Bankr. D. Del. Apr. 3, 2009).4

II. The Indemnification and Contribution Terms of the Engagement Letter areAppropriate.

35. The indemnification and contribution provisions in the Engagement Letter were

fully negotiated between the Debtors and PJT. The Debtors and PJT believe that the

indemnification provisions in the Engagement Letter are customary and reasonable for

investment banking engagements both out of court and in chapter 11 cases.

4 Because of the voluminous nature of the orders cited herein, such orders have not been attached to this application.Copies of these orders are available upon request of the Debtors’ proposed counsel.


EAST\125106685.5 17

36. Such terms of indemnification reflect the qualifications and limits on such terms

that are customary in this jurisdiction that have been approved by this Court in other cases. See,

e.g., In re Magnum Hunter Resources Corp., No. 15-12533 (KG) (Bankr. D. Del. Jan. 28, 2016);

In re Samson Resources Corp., No. 15-11934 (CSS) (Bankr. D. Del Oct. 29, 2015); In re

Endeavour Operating Corp., No. 14-12308 (KJC) (Bankr. D. Del. Nov. 10, 2014); In re Los

Angeles Dodgers LLC, No. 11-12010 (KG) (Bankr. D. Del. Sept. 30, 2011); In re Abitibibowater

Inc., No. 09-11296 (KJC) (Bankr. D. Del. Aug. 11, 2009); In re Flying J, Inc., No. 09-13384

(MFW) (Bankr. D. Del. Apr. 3, 2009).

37. Accordingly, the Debtors respectfully submit that the terms of the indemnification

provisions are reasonable and customary and should be approved in these Chapter 11 Cases.

III. Employment of PJT Should be Effective Nunc Pro Tunc to the Petition Date.

38. The Debtors also believe that cause exists for approval of the Debtors’

employment of PJT effective nunc pro tunc to the Petition Date and is warranted under the

circumstances of these Chapter 11 Cases. As the Court is well aware, the first several weeks of

these Chapter 11 Cases were mired in litigation and controversy concerning the Debtors’

authority to commence these Chapter 11 Cases and reporting owing to the Office of the U.S.

Trustee and EIG, the Secured Noteholders in these Chapter 11 Cases. The Debtors are filing the

Application as soon as practicable following the commencement of these Chapter 11 Cases. PJT

has provided, and will continue to provide, valuable services to the Debtors regarding the

contemplated restructuring transactions. See, e.g., In re Arkansas Co., 798 F.2d 645, 648 (3d

Cir. 1986) (“[T]he bankruptcy courts have the power to authorize retroactive employment of

counsel and other professionals under their broad equity power.”) (collecting cases); see also

Del. Bankr. L.R. 2014-1(b) (“If the retention motion is granted, the retention shall be effective as

of the date the motion was filed, unless the Court orders otherwise.”).


EAST\125106685.5 18

39. Courts routinely grant nunc pro tunc relief in this jurisdiction. See, e.g., In re

Magnum Hunter Resources Corp., No. 15-12533 (KG) (Bankr. D. Del. Jan. 28, 2016); In re

Samson Resources Corp., No. 15-11934 (CSS) (Bankr. D. Del Oct. 29, 2015); In re Endeavour

Operating Corp., No. 14-12308 (KJC) (Bankr. D. Del. Nov. 10, 2014); In re Los Angeles

Dodgers LLC, No. 11-12010 (KG) (Bankr. D. Del. Sept. 30, 2011); In re Abitibibowater Inc.,

No. 09-11296 (KJC) (Bankr. D. Del. Aug. 11, 2009); In re Flying J, Inc., No. 09-13384 (MFW)

(Bankr. D. Del. Apr. 3, 2009).

IV. The Retention of PJT is Critical to the Debtors’ Successful Reorganization.

40. The Debtors submit that the retention of PJT is in the best interests of all parties in

interest in these Chapter 11 Cases. As noted above, PJT has extensive experience in matters

involving complex financial restructurings and providing advisory services in chapter 11 cases

on behalf of debtors and creditor constituencies throughout the United States. Further, PJT is

familiar with the Debtors’ businesses and denial of the relief requested herein will deprive the

Debtors of the assistance of uniquely qualified investment banking professionals. Indeed, if the

Debtors were forced to engage a new investment banker at this stage who lacks a thorough

understanding of the Debtors’ businesses and the initiatives that have been implemented over the

course of PJT’s engagement, such change would mandate the commitment of significant

resources to educate a replacement.

41. Based on the foregoing, the Debtors submit that they have satisfied the

requirements of the Bankruptcy Code, the Bankruptcy Rules and the Local Rules to support

entry of an order authorizing the Debtors to retain and employ PJT in these Chapter 11 Cases on

the terms described herein and in the Engagement Letter.


EAST\125106685.5 19

NOTICE

42. Notice of this Application shall be provided to: (a) the Office of the United States

Trustee for the District of Delaware, (b) each of the Debtors’ largest unsecured creditors as

identified on their respective voluntary petitions, (c) counsel to EIG Management Company, as

administrative agent under the Note Purchase Agreement, dated as of January 6, 2012, (d) the

United States Attorney’s Office for the District of Delaware, (e) the Securities and Exchange

Commission, (f) the Internal Revenue Service, and (g) any such other party entitled to notice

pursuant to Bankruptcy Rule 2002 and Local Rule 2002-1(b). The Debtors respectfully submit

that no further notice of this Application is required.

[Remainder of page left intentionally blank.]



EAST\125106685.5


NOTICE OF DEBTORS’ APPLICATION FOR AN ORDER AUTHORIZING THEEMPLOYMENT AND RETENTION OF PJT PARTNERS LP AS INVESTMENTBANKER FOR THE DEBTORS NUNC PRO TUNC TO THE PETITION DATE

PLEASE TAKE NOTICE that on the date hereof, the above-captioned debtors(collectively, the “Debtors”) filed the Debtors’ Application for an Order Authorizing theEmployment and Retention of PJT Partners LP as Investment Banker to the Debtors Nunc ProTunc to the Petition Date (the “Application”) with the United States Bankruptcy Court for theDistrict of Delaware (the “Bankruptcy Court”). A copy of the Application is being providedherewith and may also be obtained by visiting http://omnimgt.com/InterventionEnergy/

PLEASE TAKE FURTHER NOTICE that any objection or other response to theApplication must be in writing, filed with the Clerk of the Bankruptcy Court, 824 North MarketStreet, 3rd Floor, Wilmington, Delaware 19801, and served upon and received by theundersigned counsel for the Debtors on or before July 13, 2016 at 4:00 p.m. (ET).

PLEASE TAKE FURTHER NOTICE that if a response is timely filed, served andreceived (the “Objection”), you or your attorney must attend the hearing on the Objectionscheduled to be held before The Honorable Kevin J. Carey at the Bankruptcy Court, 824 NorthMarket Street, 5th Floor, Courtroom #5, Wilmington, Delaware 19801, on July 26, 2016 at10:00 a.m. (ET).


In re:


Debtors.1

Chapter 11



Hearing Date: July 26, 2016 at 10:00 a.m. (ET)Objection Deadline: July 13, 2016 at 4:00 p.m. (ET)

Case 16-11247-KJC Doc 107-1 Filed 06/29/16 Page 1 of 2

EAST\125106685.5 2

IF NO REPONSES TO THE APPLICATION ARE TIMELY FILED, SERVEDAND RECEIVED IN ACCORDANCE WITH THIS NOTICE, THE BANKRUPTCYCOURT MAY GRANT THE RELIEF REQUESTED BY THE APPLICATIONWITHOUT FURTHER NOTICE OR HEARING.

Dated: June 29, 2016Wilmington, Delaware

Respectfully submitted,

DLA PIPER LLP (US)

/s/ Stuart M. BrownStuart M. Brown (DE 4050)1201 North Market Street, Suite 2100Wilmington, DE 19801Telephone: (302) 468-5700Facsimile: (302) 394-2341Email: [email protected]

-and-

Thomas R. Califano (admitted pro hac vice)Dienna Corrado (admitted pro hac vice)1251 Avenue of the AmericasNew York, New York 10020Telephone: (212) 335-4500Facsimile: (212) 335-4501Email: [email protected]

[email protected]

Proposed Attorneys for Debtors and Debtors inPossession


EAST\125106685.5

EXHIBIT A

O’CONNELL DECLARATION


EAST\125106685.5


DECLARATION OF JOHN JAMES O’CONNELL III IN SUPPORT OF THEAPPLICATION OF DEBTORS FOR AN ORDER AUTHORIZING THE

EMPLOYMENT AND RETENTION OF PJT PARTNERS LP AS INVESTMENTBANKER FOR THE DEBTORS NUNC PRO TUNC TO THE PETITION DATE

I, John James O’Connell III, being duly sworn, state the following under penalty of

perjury.

1. I am a Partner in the Restructuring & Special Situations Group at PJT Partners LP

(formerly known as Blackstone Advisory Partners, L.P.) (“PJT”), a financial advisory firm

whose principal address is 280 Park Avenue, New York, New York 10017, and have held this

position since joining PJT in 2015. Prior to joining PJT, I was a Senior Managing Director in the

Restructuring & Reorganization Group of The Blackstone Group LP (“Blackstone”) and was

with Blackstone since 2004.

2. I am duly authorized to make this declaration (the “Declaration”) on behalf of PJT

in support of the Debtors’ Application for an Order Authorizing the Employment and Retention

of PJT Partners LP as Investment Banker to the Debtors Nunc Pro Tunc to the Petition Date (the

“Application”) filed contemporaneously herewith by the debtors in the above-captioned chapter

11 cases (the “Debtors”).


In re:


Debtors.1

Chapter 11




EAST\125106685.5 2

3. Unless otherwise stated in this Declaration, I have personal knowledge of the

facts set forth herein and, if called as a witness, I would testify thereto. To the extent that any

information disclosed herein requires subsequent amendment or modification upon PJT’s

completion of further analysis or as additional creditor information becomes available to it, one

or more supplemental declarations will be submitted to the court reflecting the same. Capitalized

terms not otherwise defined herein shall have the meanings given to them in the Application.

PJT’S QUALIFICATIONS

4. PJT’s restructuring and reorganization advisory operation is one of the leading

advisors to companies and creditors in restructurings and bankruptcies. PJT was spun off from

The Blackstone Group L.P. (“Blackstone”) effective October 1, 2015.2 Upon the consummation

of the spinoff, Blackstone’s restructuring and reorganization advisory group became the

Restructuring & Special Situations Group of PJT and Blackstone’s restructuring professionals

became employees of PJT. The former Blackstone restructuring professionals, in their capacity

as PJT employees, have been conducting business at and providing their clients with the same

high-quality restructuring services that they provided at Blackstone since the formation of their

practice 25 years ago. PJT’s Restructuring & Special Situations Group has approximately 55

employees. PJT professionals have extensive experience working with financially troubled

companies in complex financial restructurings. Since 1991, PJT professionals have advised on

more than 400 distressed situations, both in and out of court, involving more than $1.5 trillion of

total liabilities.

2 On October 7, 2014, the board of directors of Blackstone’s general partner approved a plan to spin off its financialand strategic advisory services, restructuring and reorganization advisory services and Park Hill fund placementbusinesses, and to combine these businesses with an independent financial advisory firm founded by Paul J.Taubman, to form an independent, publicly traded company called PJT Partners Inc. PJT is a wholly-ownedsubsidiary of PJT Partners Holdings LP, a holding partnership that is controlled by PJT Partners Inc., as generalpartner. This spinoff was effected via a multi-step transaction.


EAST\125106685.5 3

5. The partners and members of PJT’s Restructuring & Special Situations Group

have assisted and advised in numerous chapter 11 cases. In particular, the partners and members

of PJT’s Restructuring & Special Situations Group have provided services to debtors, creditors’

committees and other constituencies in numerous chapter 11 cases, including, among others: In

re Magnum Hunter Resources Corp., No. 15-12533 (KG) (Bankr. D. Del. Jan. 28, 2016); In re

Samson Resources Corp., NO. 15-11934 (CSS) (Bankr. D. Del. Oct. 29, 2015); In re Sabine Oil

& Gas Corp., No. 15-11835 (SCC) (Bankr. S.D.N.Y. Oct. 15, 2015); In re Molycorp, Inc., No.

15-11357 (CSS) (Bankr. D. Del. Aug. 17, 2015); In re Allen Sys. Grp., Inc., No. 15- 10332

(KJC) (Bankr. D. Del. Feb. 18, 2015); In re Caesars Entm’t Operating Co., Inc., No. 15- 01145

(ABG) (Bankr. N.D. Ill. Jan. 15, 2015); In re Nautilus Holdings Ltd., No. 14-22885 (RDD)

(Bankr. S.D.N.Y. Sept. 26, 2014); In re Genco Shipping & Trading Ltd., No. 14-11108 (SHL)

(Bankr. S.D.N.Y. May 16, 2014); In re Endeavor Operating Corp., No. 14-12308 (KJC) (Bankr.

D. Del. Nov. 10, 2014); In re Edison Mission Energy, No. 12-49219 (JPC) (Bankr. N.D. Ill. Feb.

20, 2013); In re A123 Sys. Inc., No. 12-12859 (KJC) (Bankr. D. Del. Dec. 10, 2012); In re

Eastman Kodak Co., No. 12-10202 (ALG) (Bankr. S.D.N.Y. Jan. 19, 2012); In re Dynegy

Holdings, LLC, No. 11-38111 (CGM) (Bankr. S.D.N.Y. Jan. 19, 2012); In re Evergreen Solar,

Inc., No. 11-12590 (MFW) (Bankr. D. Del. Oct. 12, 2011); In re Harry & David Holdings, Inc.,

No. 11-10884 (MFW) (Bankr. D. Del. March 28, 2011); In re Specialty Products Holding Corp.,

No. 10-11780 (LSS) (Bankr. D. Del. Sept. 17, 2010); In re Hawkeye Renewables, LLC, No. 09-

14461 (KJC) (Bankr. D. Del. March 16, 2010); In re R.H. Donnelley Corp., No. 09-11833 (KG)

(Bankr. D. Del. Aug. 21, 2009); In re Spansion, Inc., No. 09-10690 (KJC) (Bankr. D. Del. March

1, 2009); In re SmurfitStone Container Corp., No. 09-10235 (BLS) (Bankr. D. Del. Jan. 26,

2009); In re W. R. Grace & Co., No. 01-01139 (JFF) (Bankr. D. Del. June 22, 2001). In


EAST\125106685.5 4

addition, the restructuring group has provided general restructuring advice to major companies

such as Ford Motor Company, The Goodyear Tire & Rubber Company, and Xerox Corporation.

6. Prior to the Petition Date and in the early stages of these Chapter 11 Cases, PJT

has become intimately familiar with the Debtors’ businesses, affairs, assets and contractual

arrangements. PJT has worked closely with the Debtors and their management to analyze the

Debtors’ financial positions and to assist the Debtors in evaluating various restructuring options.

Accordingly, PJT has the necessary background to deal effectively and efficiently with the many

financial issues and problems that may arise in the context of these Chapter 11 Cases.

7. PJT has acquired significant knowledge of the Debtors’ financial affairs, business

operations, capital structure, key stakeholders, and other related material information. PJT’s

professionals have worked closely with the Debtors’ management, board of directors, and other

advisors. If this application is approved, PJT professionals will continue to work closely with

the Debtors’ management and other professionals throughout the reorganization process.

Accordingly, as a result of PJT’s experience with the Debtors and technical expertise, PJT is well

qualified to provide these services and represent the Debtors during their Chapter 11 Cases.

SERVICES TO BE PROVIDED

8. Pursuant to the terms of the Engagement Letter, PJT has agreed to render the

following investment banking services to the Debtors as necessary and appropriate and as may

be requested by the Debtors:3

(a) assist in the evaluation of the Company’s businesses and prospects;

(b) assist in the development of the Company’s long-term business plan and relatedfinancial projections;

3 Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the EngagementLetter.


EAST\125106685.5 5

(c) assist in the development of financial data and presentations to the Company’sBoard of Directors, various creditors and other third parties;

(d) analyze the Company’s financial liquidity and evaluate alternatives to improvesuch liquidity;

(e) analyze various restructuring scenarios and the potential impact of these scenarioson the recoveries of those stakeholders impacted by the Restructuring;

(f) provide strategic advice with regard to restructuring or refinancing the Company’sObligations;

(g) evaluate the Company’s debt capacity and alternative capital structures;

(h) participate in negotiations among the Company and its creditors, suppliers, lessorsand other interested parties;

(i) value securities offered by the Company in connection with a Restructuring;

(j) advise the Company and negotiate with lenders with respect to potential waiversor amendments of various credit facilities;

(k) assist in arranging financing for the Company, as requested;

(l) provide expert witness testimony concerning any of the subjects encompassed bythe other investment banking services;

(m) assist the Company in preparing marketing materials in conjunction with apossible Transaction;

(n) assist the Company in identifying potential buyers or parties in interest to aTransaction and assist in the due diligence process;

(o) assist and advise the Company concerning the terms, conditions and impact ofany proposed Transaction; and

(p) provide such other advisory services as are customarily provided in connectionwith the analysis and negotiation of a Restructuring or a Transaction, as requestedand mutually agreed.

9. PJT will use reasonable efforts to coordinate with the Debtors’ other retained

professionals to avoid unnecessary duplication of services.

PROFESSIONAL COMPENSATION

10. In consideration of the services to be provided by PJT, and as more fully

described in the Engagement Letter, subject to this Court’s approval, the Debtors and PJT have

agreed that PJT shall, in respect of its services, be compensated under the Fee Structure.


EAST\125106685.5 6

11. The Fee Structure is consistent with PJT’s typical fee for work of this nature. The

fees are set at a level designed to compensate PJT fairly for the work of its professionals and

assistants and to cover fixed and routine overhead expenses. It is PJT’s policy to charge its

clients for all disbursements and expenses incurred in the rendition of services.

12. The Engagement Letter was negotiated at arm’s length and in good faith, and I

believe that the provisions contained therein are reasonable terms and conditions of PJT’s

employment by the Debtors.

13. With respect to the Engagement Letter’s indemnification provisions, summarized

in the Application and as more fully described in Attachment A of the Engagement Letter, unlike

the market for other professionals that a debtor may retain, indemnification is a standard term of

the market for investment bankers. The indemnity, moreover, is comparable to those generally

obtained by investment banking firms of similar stature to PJT and for comparable engagements,

both in and out of court. The Engagement Letter’s indemnification and contribution provisions

were fully negotiated by the Debtors and PJT at arm’s length and in good faith, and I respectfully

submit that these indemnification and contribution provisions of the Engagement Letter are

reasonable, subject to the modifications set forth in the Proposed Order.

14. Other than as set forth above, there is no proposed arrangement between the

Debtors and PJT for compensation to be paid in these cases. PJT has no agreement with any

other entity to share any compensation received, nor will any be made, except as permitted under

Bankruptcy Code section 504(b)(1).

15. PJT is willing to be retained by the Debtors as its investment banker and will

make appropriate applications to this Court pursuant to Bankruptcy Code section 328 for

compensation and reimbursement of out-of-pocket expenses, all in accordance with the


EAST\125106685.5 7

provisions of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules and any orders of this

Court.

16. It is not the general practice of investment banking firms to keep detailed time

records similar to those customarily kept by attorneys. PJT’s restructuring professionals, when

formally retained in chapter 11 cases, and when required by local rules, do, and in these cases

will, keep time records in half-hour increments describing their daily activities and the identity of

persons who performed such tasks. PJT will also supplement this information with a list of the

non-restructuring professionals who assist the restructuring department on this matter but who do

not, as a matter of general practice, keep records in the same manner.

17. Prior to the Petition Date, according to the Debtors’ books and records, the

Debtors paid PJT approximately $150,000.00 for fees and a prepetition expense deposit of

$25,000 that will be applied against any prepetition expenses incurred but not yet received due to

delay in third-party vendors in providing invoices, with the remaining balance, if any, credited

against postpetition expenses.

PJT’S DISINTERESTEDNESS

18. PJT has performed a conflict search and based on the results, to the best of my

knowledge, neither I, PJT, nor any member or employee thereof, insofar as I have been able to

ascertain, is an insider of the Debtors, nor has any connection with the Debtors, their creditors, or

other parties-in-interest as reasonably known to us prior to completion of our more detailed

conflict search, except as described further in the Kim-Rosen Declaration.

19. As part of its diverse practice, PJT appears in numerous cases, proceedings and

transactions involving many different professionals, including attorneys, accountants, investment

bankers and financial consultants, some of which may represent claimants and parties-in-interest

in the Debtors’ Chapter 11 Cases. In addition, PJT has in the past and will likely in the future be


EAST\125106685.5 8

working with or against other professionals involved in this case in matters unrelated to this case.

Based on our current knowledge of the professionals involved, and to the best of my knowledge,

none of these business relations constitute interests materially adverse to the Debtors’ estates

herein, and none are in connection with these cases.

20. Annah Kim-Rosen, the Chief Compliance Officer of PJT (in such capacity, the

“Compliance Manager”), is responsible for, among other things, the day-to-day-operation of the

compliance function at PJT. As part of that job, she maintains, for purposes of monitoring and

avoiding conflicts of interest, a list (the “Restricted List”) of companies with which PJT is doing

business, either as an advisor or with respect to which PJT is in possession of material nonpublic

information or has entered into a confidentiality agreement. The Compliance Manager and her

staff have received a list of parties-in-interest provided by the Debtors (the “Parties-In-Interest”)

attached as Schedule 1 to the Kim-Rosen Declaration, which is attached as Exhibit B to the

Application, and has compared this to PJT’s Restricted List to determine the existence of any

possible conflicts (the “Conflict Check”). The results of this Conflict Check are disclosed in the

Kim-Rosen Declaration.

21. PJT does not believe that its involvement with any of the parties included in the

Parties-In-Interest list will adversely affect the Debtors in any way. PJT does not believe that any

potential relationship it may have with any of the Parties-In-Interest would interfere with or

impair PJT’s representation of the Debtors.

22. Given the large number of parties in interest in these Chapter 11 Cases, despite

the efforts to identify and disclose PJT’s relationships with parties in interest in these chapter 11

cases, I am unable to state with absolute certainty that every client relationship or other

connection has been disclosed in this Declaration. PJT, therefore, has informed the Debtors that


EAST\125106685.5 9

PJT will conduct an ongoing review of its files to ensure that no conflicts or other disqualifying

circumstances exist or arise. If any new material facts or relationships are discovered or arise,

PJT will promptly file a supplemental declaration with the Court.

[Remainder of page left intentionally blank.]


EAST\125106685.5

Pursuant to 28 U.S.C. § 1746, I declare under penalty of perjury that the foregoing is true

and correct.

Dated: June 29, 2016

By: /s/ John James O’Connell IIIJohn James O’Connell IIIPartnerPJT Partners LP


EAST\125106685.5

EXHIBIT B

KIM-ROSEN DECLARATION


EAST\125106685.5


DECLARATION OF ANNAH KIM-ROSEN IN SUPPORT OF DEBTORS’APPLICATION FOR AN ORDER AUTHORIZING THE

EMPLOYMENT AND RETENTION OF PJT PARTNERS LP AS INVESTMENTBANKER FOR THE DEBTORS NUNC PRO TUNC TO THE PETITION DATE

I, Annah Kim-Rosen, declare:1. I am the Chief Compliance Officer of PJT Partners LP (“PJT”). As part of my

job, I am responsible for supervising employees who maintain, for purposes of monitoring and

avoiding conflicts of interest, a list of companies with which PJT or one of its affiliates is doing

business, either as an advisor or with respect to which PJT or one of its affiliates is in possession

of material, nonpublic information or has entered into a confidentiality agreement.

2. On June 10, 2016, my colleagues and I received a list of Parties-In-Interest

(“PII”) from the above-captioned debtors and debtors-in-possession (the “Debtors”), which is

attached hereto as Schedule 1.

3. The PJT Legal and Compliance Department has undertaken a review of the PII to

determine possible connections relating to the Debtors and, subject to the foregoing limitations

and the following disclosures, no material connections have been found.

a. PJT has been engaged to provide financial advisory services to Venoco, Inc.in connection with Venoco, Inc.’s chapter 11 case. Bracewell LLP, one of the


In re:


Debtors.1

Chapter 11




EAST\125106685.5 2

PII, is counsel to Venoco, Inc. This engagement is wholly unrelated to theDebtors and these chapter 11 cases, and PJT does not believe that the interestsof the Debtors or their estates are adversely affected by this engagement.

b. PJT has been engaged to provide financial advisory services to a group oflenders to Paragon Offshore plc in connection with Paragon Offshore plc’schapter 11 case. One of the PII is a lender to Paragon Offshore plc. Thisengagement is wholly unrelated to the Debtors and these chapter 11 cases, andPJT does not believe that the interests of the Debtors or their estates areadversely affected by this engagement.

4. PJT currently holds no direct or indirect interest in any debt or equity securities of

the Debtors.

5. To the best of my knowledge, except as disclosed herein: (i) PJT has no material

connection with any of the Debtors, the Debtors’ creditors, the United States Trustee for the

District of Delaware (the “U.S. Trustee”), any person employed in the office of the U.S. Trustee

or any other party with an actual or potential interest in these chapter 11 cases or their respective

attorneys or accountants; (ii) PJT (and PJT’s professionals) are not creditors, equity security

holders or insiders of any of the Debtors; (iii) neither PJT nor any of its professionals is or was,

within two years of the date of the Debtors’ filing of these chapter 11 cases, a director, officer, or

employee of the Debtors; and (iv) neither PJT nor its professionals holds or represents an interest

materially adverse to the Debtors, their estates 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. Accordingly, I believe that PJT is a “disinterested person” as defined in

section 101(14) of title 11 of the United States Code (the “Bankruptcy Code”), as modified by

section 1107(b) of the Bankruptcy Code and PJT’s employment is permissible under sections

327(a) and 328(a) of the Bankruptcy Code.


EAST\125106685.5 3

6. PJT has performed reasonable due diligence for possible conflicts with the PII in

the Debtors’ chapter 11 cases. The following is a list of the categories that PJT has searched

with respect to the PII:

a. Debtors;

b. Non-Debtor Affiliate;

c. Current and Former Officers and Directors;

d. Top Unsecured Creditors;

e. Holders of Senior Secured Notes;

f. Professionals;

g. Banks;

h. Utility Providers;

i. Insurance Companies;

j. Taxing Authorities;

k. Landlords;

l. Contract Counterparties;

m. Equity Security Holders;

n. Lessors;

o. Operators;

p. Vendors;

q. Office of the U.S. Trustee; and

r. U.S. Bankruptcy Judges for the District of Delaware.

7. The list of PII was provided by the Debtors and may change during the pendency

of the Debtors’ chapter 11 cases. Should PJT learn that a relationship with any of the PII should

be disclosed in the future, a supplemental declaration with such disclosure will be promptly filed.



EAST\125106685.5

SCHEDULE 1List of PII


Interested Party List

DebtorsIntervention Energy Holdings, LLCIntervention Energy, LLC

Non-Debtor AffiliateIntervention Energy Investment Holdings, LLC

Current and Former Officers and DirectorsBrooks, DariusEbeling, NathanGerhard, PeterSchliep, JimZimmerman, John

Top Unsecured CreditorsStatoil Oil & Gas LP

Holders of Senior Secured NotesEIG Management Company, LLC, as administrative agentEIG Energy Fund XV, L.P. (f/k/a Energy Fund XV, L.P.)EIG Energy Fund XV-A, L.P. (f/k/a Energy Fund XV-A, L.P.)EIG Energy Fund XV-B, L.P. (f/k/a Energy Fund XV-B, L.P.)EIG Energy Fund XV (Cayman), L.P. (f/k/a Energy Fund XV (Cayman), L.P.)

ProfessionalsPJT Partners

BanksWells Fargo Bank, N.A.Bank of North Dakota

Utility ProvidersIntegraSRT Communication Inc.North Central Electric Cooperative

Insurance CompaniesArch Insurance CompanyIMA, Inc.St. Paul Fire & Marine Insurance Company (Travelers)State Farm InsuranceTravelers Casualty and Surety Company of AmericaTravelers Indemnity CompanyTravelers Property Casualty Company of AmericaUnited Healthcare

Taxing AuthoritiesManager of Finance - City of DenverSecretary of State

Landlords475 Investment Partners, LLCDrexler Colombo, LLCLincoln Property Co Commercial Inc.


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Contract CounterpartiesADP, Inc.BP Corporation North America Inc.BP Energy CompanyCode 42 Software IncDropboxMicrosoftNDRINOil & Gas Information Systems, Inc.RedDog Systems, Inc.Transzap, Inc.

Equity Security HoldersAlan MackenzieAlexandre de LatourAnthony BrigodeArthur PaladinoBeaver Investments, LLPBenjamin Cross and Stacey CrossBig Prairie Investments, LLCBoris ShrayerBoris Shrayer 2010 Grat U/A Dtd 12/28/2010, Boris Shrayer, TrusteeBradley C. FayBrenda CatalanelloBruce & Victoria RogoffBushwood CC, LLPC. Hunter BollChristina YiClark Family Trust dated 03-01-10, Colby T. or christopher j. Clark, TrusteesCraig TwetenDan SchwartzDavid RushDeschamp Investments, LLCDouglas A. and Shirley K. WitikkoDouglas M. and Pamela F. Ebeling Trust, Douglas M. Ebeling & Pamela F. Ebeling, TrusteesDudley and Vivian ZimmermanEbeling Energy, LLCEnergy Fund XV, L.P.Energy Fund XV-A, L.P.Energy XV Blocker (Intervention Warrant), LLCG Cap Investments, LLCIntervention Energy Investment Holdings, LLCJames BabbJason A. MrazJason ZimmermanJay EasterlingJeff farstadJohn H. GrossarthJohn ZimmermanJoseph F. Downes Trust u/a dtd 5/6/2009, Joseph F. Downes, TrusteeJoshua B. ParkerLarry DormoisLauren GeraghtyLoring Roberts, LLCLowell BerntsonMagic City Beverage Co. Inc.


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Marcello PorcelliMatthew M. PowellMatthew RudgeMichael L. and Julanne J. EllingsonMichael T. FitzmauriceMichael WassermanMonica Rose Landry Trust dated 12/15/03, Monica R. Landry, TrusteeNathan and Karen EbelingND Oil, LLCNorth Oak Bakken, LLCPaul and Angela ZimmermanPaul E. BachmanPeter GerhardPeter ZimmermanRichard NewmanRichard PumaRieke Revocable TrustRobert and Kathy MauRoger TollefsonRyan ByrneRyls Holdings, LLCS&L Legacy Trust Dated 2/12/97Samir TurkSandra BrigodeSchwartz Holdings, LLLPSeth w. LawrySoren ObergTerry FleckThe Fortner Family Trust, John M. Fortner and Nicole M. Fortner, TrusteesThe Highlander Fund, L.P.Tom MiddletonTroy and Allison Thacker Family TrustWallace and Iris EckmannWest Brand & CoWilliam Shaw

LessorAgribank, FCBAlpine Oil CompanyArlene J. GuentherCatherine GathmanCopperhead CorporationDollarhide Energy Fund I, LLCEmily R. JensenGary G Sundquist and Beverly J SundquistHal E. Sperber and Karen Susan SperberHelen E. Duncan and Robert E. DuncanJames C. ErgesonJeremy C. CrewsJo Yvonne CoffmanLeila C. HansonMark R. WesternMaurine T. CoxMichael L. Sperber and Linda K. SperberND Department of Trust LandsOffice of Natural Resources Revenue


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OpTeryx Mineral Management, LPPauline J. ErgesonPowers Energy CorporationR & E Western Family, LLLPRalph M. HansonRed Crown Royalties, LLCResolute Northern Rockies, LLCRichard A. Pulvermacher and Patricia PulvermacherSage Creek Oil CorporationDavid W. FischerDean W. Aafedt, Trustee of the Aafedt Family Mineral Trust, dated December 28, 1992Deanne L. Wolf and James H. WolfDennis Gathman, individually and as Attorney-in-Fact for Catherine Gathman, a widowDennis GuentherDiane CodonaDianne K. JohnsonDonna Fay Hauge JensonDudley J. Stuber, Trustee of the D.J. Stuber Land & Royalty TrustElizabeth MartensEllen M. Reid and Daniel M. ReidElmer Larsen, Jr. and Anne Jane LarsenElonnie PaulsonElvira W. Jestrab and Frank F. JestrabEmily R. JensenErrol B. Thvedt and Marcene K. ThvedtEstate of Lillie Donner, by Leland DonnerEthel VangsnessEugene Robert BlakeFrank MontgomeryFred SorensonG3 Operating, LLCGail C. Howard and Bruce T. Lindvig, Co-Trustees of the Howard O. Lindvig Family TrustGary G Sundquist and Beverly J SundquistGeorge P. ChristensenGerald H. HaugjordeGeronimo Holding CorporationHal E. SperberHal E. Sperber and Karen Susan SperberHarvey StevensHelen E. DuncanHelen E. Duncan and Robert E. DuncanHorizon Royalties, LLC/Medicine Bow Land Company, LLC/Odyssey Royalties, LLCHoward Memorial Fund, a Corporation, by Robert Webb, PresidentHugh J. Meyer and Connie MeyerHuston Energy CorporationIla M. RobinsonImagination Oil PartnershipIone A. RederIverson Family Mineral Trust, dated 2/27/2007,James BakkenJames C. ErgesonJames StevensJanet L. Skadeland, Personal Representative of the Estate of Donn Skadeland, deceasedJason McIntyreJean Doris OlsonJeffrey and Tammi Moen


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Jeremy Goddard, individually and as an heir to Maybelle Saunders, deceasedJerry E. Lumley and Linda D. LumleyJesse EllefsonJim NichollsJo Yvonne CoffmanJohn A. Dinwoodie, as Trustee of the Betty J. Dinwoodie Irrevocable TrustJohn D. RhoadesJohn NordtugJohn R. Stuber and Deanna Kunza Stuber, husband and wifeJudith PrestonJulia WattersKaren LarsenKaryn Johnsen HaleyKathleen Blomberg and Dan BlombergKerri SordalKerry P. HoffmanKerry P. Hoffman and Carol J. HoffmanKerry StickaKim AndersonLaVern C. Neff and Juanita I. NeffLaverne StevensLeanne Neset AbelmannLeila C. HansonLeoMac, LLCLeora Belle Torgerson and Duane S. TorgersonLisa Lee and Clayton LeeLonal V. HardingLuVerne TuftoLyle StevensManitowoc Mortgage Holding CompanyMark A. MetzgerMark R. WesternMarlow P. BakkenMarty Shaide as Trustee of the Ron Shaide TrustMarv and Barb SemrauABH Baxter LLCAgriBank, FCBAlex MaragosAnne Hodge LivetAnne Thompson Adams, Attorney-in-Fact for Mary Anne Cox ThompsonArlene J. GuentherAsbjorn Haustveit and Gertie Strom HaustveitAscension Oil & Gas, LLCBaillon Oilgas CorporationBarbara Jean HodgsonBarbara Kay Kvigne RostadBauer Family Trust,Bernard PaulsonBeverly Mary Rick and David W. RickBrad McIntyreBrian McIntyreBrian R. BjellaBryn C. ParchmanCamille HarrisCanadian Kenwood CompanyCarol Rhoades Melby


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Carolyn ThurmondCatherine GathmanCharles M. HodgsonCharlie SorensonChoctaw Energy Limited PartnershipDarlene KinseyDavid Frank ElsikMary Jean SmithMary Lou Metzger StewartMatthew JohnsenMaury Ellefson and Debbie A. EllefsonMelford JohnsonMichael G. GoldenMichael L. HendricksMichael L. SperberMichael L. Sperber and Linda K. SperberMichael Ryan, Attorney-in-Fact for Gregory M. SmithMichael T. FitzmauriceMicheal SorensonMildred A. VizinaMilton O. Lindvig and Hilda Mae LindvigMJ Oil, LLCMyra G. AhrensNorth Dakota State Land DepartmentOrthwein Energy, LPPamela J. Hegge and Carroll F. HeggePatricia Ann HodgsonPaul ChristensenPauline J. ErgesonPeter A. Nordell, Trustee of the Alan L. Nordell Irrevocable Trust Dated 4/29/96Peter A. Nygaard, Jr. and Lynette R. NygaardPitchBlack Oil, LLCPowers Energy CorporationPriscilla and Charles North ReidR & E Western Family, LLLPRalph M. HansonRaymond James Nygaard and Jean Marvaye NygaardRaymond Jensen and Marie JensenRed Crown Royalties, LLCRedge L. Harding and Lynda M. HardingRhea-Daire J. Gambill and Robert R. GambillRichard A. Pulvermacher and Patricia PulvermacherRobert and Marjorie SordalRobert Fry, Jr.Robert K. TorgersonRobert WilliamsRon SchloerRoy SibertRoyalty Interests Partnership, LPRuth D. RobinsonSandra WurglerSara SorensonSave Red Mike, LLCScott WilliamsSharon FrySheryl J. Cowan


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Stacey GrovesStephen D. RobinsonSteve FrySteve MontgomerySusan BrackenSusan ViningTeblez KidaneTerry Allen SmithTerry NielsenThomas C. RolfstadThomas L. Torgerson and Loretta M. TorgersonTod G. MaleckarToini HovlandTyler G. Goodman, Jr. and Gorgene R. Baustad,US Department of the Interior - BLMVirginia C. Atkinson, Trustee of the Virginia C. Atkinson Trust Dated June 19, 2000Walter C. Mikel and Phyllis A. Mikel, as Successor TrustreesWayne A. RhoadesWill SorensonWilliam J. RhoadesWilliams County, a North Dakota municipal corporation

OperatorBaytex Energy USA Ltd.Continental Resources, Inc.Crescent Point Energy U.S. CorporationDenbury Onshore, LLCEOG Resources, Inc.Flatirons Resources, LLCHalcon Resources Operating, Inc.Hess Bakken Investments IIHess CorporationHunt Oil CompanyKodiak Oil & Gas CorpLiberty Resources Management Company, LLCLime Rock Resources Operating Company, Inc.LRR Operating CO., Inc.Marathon Oil CompanyMurex Petroleum CorporationNewfield Production CompanyOasis Petroleum North America, LLCOXY USA Inc.Petro-Hunt, LLCPetro-Hunt, LLCSequel Energy, LLCSlawson Exploration Company, Inc.SM Energy CompanyStatoil Oil & Gas, L.P.Timberline Production Company, LLCTriangle USA Petroleum CorporationWhiting Oil and Gas CorporationXTO Energy, Inc.Zavanna, LLCZenergy, Inc.


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VendorAmerican ExpressADP, LLCAudimation Services, Inc.Baker Hughes IncorporatedBank of North Dakota Trust DepartmentBasin Service Company, Inc.Bracewell & Giuliani LLPBurke County RecorderCamQuest Systems, LLCCawley, Gillespie & Associates, Inc.Cherry Creek Insurance AgencyCherry Creek Insurance Agency, Inc.Christel LLCCode42 SoftwareCompuforms Data Products, Inc.Corporation Services CompanyDivide County RecorderDropboxEmily NicholsEnergy One, LLCHam's Well Service, Inc.Hein & Associates LLPIMA, Inc.Innovative Geo-Tech Resources, LLCL.A.N.D.LAWCOLICGF Denver Office Building, Inc.Lowe's Printing, Inc.McKenzie County RecorderMeridian Compensation Partners, LLCMF Global, Inc.MicrosoftMinot Area Chamber of CommerceMountrail County RecorderNDRINNetherland, Sewell & Associates, Inc.North Dakota Industrial CommissionNorth Dakota Petroleum CouncilNorthern IndustriesPioneer Wireline Services, LLCPivot Accounting, LLCPostmaster - USPSPurcell Consulting Group, Inc.Ryder Scott Company, L.P.Stomley Sales & ConsultingSuperior PressTravelersWells Fargo BankWilliams County Recorder

Office of the United States TrusteeT. Patrick TinkerDavid BuchbinderLinda CaseyNatalie Cox


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Timothy J. Fox, Jr.David GerardiBenjamin HackmanMark KenneyJane LeamyHannah M. McCollumTiara PattonJuliet SarkessianRichard Schepacarter

US Bankruptcy JudgesBrendan L. ShannonKevin J. CareyKevin GrossLaurie Selber SilversteinChristopher S. SontchiMary F. Walrath


EXHIBIT C

PROPOSED ORDER


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ORDER AUTHORIZING THE EMPLOYMENT ANDRETENTION OF PJT PARTNERS LP AS INVESTMENT BANKERFOR THE DEBTORS NUNC PRO TUNC TO THE PETITION DATE

This matter coming before the Court upon the Debtors’ Application for an Order

Authorizing the Employment and Retention of PJT Partners LP as Investment Banker to the

Debtors Nunc Pro Tunc to the Petition Date (the “Application”),2 filed by the above-captioned

debtors and debtors in possession (collectively, “Debtors”); the Court having reviewed the

Application, the O’Connell Declaration, the Kim-Rosen Declaration, and the Engagement Letter,

dated as of May 18, 2016, a copy of which is attached hereto as Exhibit 1 (the “Engagement

Letter”), and having scheduled a hearing before the Court (the “Hearing”); the Court having

found that (i) the Court has jurisdiction over this matter pursuant to 28 U.S.C. §§ 157 and 1334

and the Amended Standing Order of Reference from the United States District Court for the

District of Delaware dated as of February 29, 2012, (ii) this proceeding is a core proceeding

pursuant to 28 U.S.C. § 157(b), (iii) venue is proper pursuant to 28 U.S.C. §§ 1408 and 1409,

(iv) notice of this Application and the Hearing was appropriate under the circumstances, and


2 Capitalized terms used herein as defined terms and not otherwise defined herein shall have those meaningsascribed to them in the Application.

In re:


Debtors.1

Chapter 11



Related Docket No. _____


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(v) PJT Partners LP (“PJT”) is a “disinterested person,” as defined in Section 101(14) of the

Bankruptcy Code and as required by section 327(a) of the Bankruptcy Code in that (i) PJT has

no relevant connection with any of the Debtors, the Debtors’ creditors, the Office of the United

States Trustee, any person employed in the office of U.S. Trustee, or any other party with an

actual or potential interest in these Chapter 11 Cases (or their respective attorneys or

accountants); (ii) PJT (and PJT’s professionals) are not creditors, equity security holders or

insiders of any of the Debtors; (iii) neither PJT nor any of its professionals is or was, within two

years of the Petition Date, a director, officer or employee of any of the Debtors; and (iv) neither

PJT nor any of its professionals hold or represent an interest materially adverse to any of the

Debtors, their estates or any class of creditors or equity security holders by reason of any direct

or indirect relationship to, connection with or interest in any of the Debtors, or for any other

reason; and the Court having determined that the legal and factual bases set forth in the

Application, the O’Connell Declaration, the Kim-Rosen Declaration, and at the Hearing,

establish just cause for the relief granted herein,

IT IS HEREBY ORDERED THAT:

1. The Application is approved as set forth herein.

2. The Debtors are authorized to retain and employ PJT as their investment banker

in these chapter 11 cases, pursuant to the terms and conditions set forth in the Application, this

Order, and the Engagement Letter attached hereto as Exhibit 1, nunc pro tunc to the Petition

Date.

3. Except to the extent set forth herein, the Engagement Letter (together with all

annexes thereto), including without limitation the Fee Structure, is approved pursuant to sections

327(a) and 328(a) of the Bankruptcy Code, and the Debtors are authorized and directed to


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perform their payment, reimbursement, contribution and indemnification obligations and their

non-monetary obligations in accordance with the terms and conditions, and at the times

specified, in the Engagement Letter. Subject to Paragraph 6 of this Order, all compensation,

reimbursement of expenses, indemnification, contribution and reimbursement to PJT and any

Indemnified Party (as defined in the Engagement Letter) under the Engagement Letter shall be

subject to review only pursuant to the standards set forth in section 328(a) of the Bankruptcy

Code, and shall not be subject to any other standard of review including but not limited to that

set forth in section 330 of the Bankruptcy Code.

4. The Debtors are authorized to pay PJT’s fees and to reimburse PJT for its

reasonable costs and expenses as provided in the Engagement Letter, including but not limited to

in-sourced document production costs, travel costs, meals, and the fees, disbursements and other

charges of PJT’s external legal counsel (without the need for such legal counsel to be retained as

a professional in these Chapter 11 Cases and without regard to whether such legal counsel’s

services satisfy section 330(a)(3)(C) of the Bankruptcy Code). In the event that PJT seeks

reimbursement from the Debtors for attorneys’ fees and expenses pursuant to the Application

and the Engagement Letter, the invoices and supporting time records for the attorneys’ fees and

expenses shall be included in PJT’s own applications, both interim and final, and these invoices

and time records shall be subject to the U.S. Trustee Guidelines and the approval of the

Bankruptcy Court pursuant to sections 330 and 331 of the Bankruptcy Code without regard to

whether such attorneys have been retained under section 327 of the Bankruptcy Code, and

without regard to whether such attorneys’ services satisfy section 330(a)(3)(C) of the Bankruptcy

Code.


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5. PJT shall file interim and final fee applications for the allowance of compensation

for services rendered and reimbursement of expenses incurred in accordance with applicable

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

orders of the Court; provided, however, that the requirements of the Bankruptcy Code, the

Bankruptcy Rules and Local Rule 2016-2 are hereby modified such that PJT’s restructuring

professionals shall be required to maintain summary records in half-hour increments describing

each professional’s tasks on a daily basis in support of each fee application, including reasonably

detailed descriptions of those services and the individuals who provided those services, and will

present such records to the Court; provided, further, however that PJT’s final fee application

shall set forth the calculation of PJT’s requested fees, including with respect to any entitlement

therefor or any credits thereto.

6. PJT shall be compensated in accordance with the terms of the Engagement Letter

and, in particular, all of PJT’s fees and expenses in these chapter 11 cases are hereby approved

pursuant to section 328(a) of the Bankruptcy Code. Notwithstanding anything to the contrary

herein, the fees and expenses payable to PJT pursuant to the Engagement Letter shall be subject

to review only pursuant to the standards set forth in section 328(a) of the Bankruptcy Code and

shall not be subject to the standard of review set forth in section 330 of the Bankruptcy Code,

except by the U.S. Trustee. This Order and the record relating to the Court’s consideration of the

Application shall not prejudice or otherwise affect the rights of the U.S. Trustee to challenge the

reasonableness of PJT’s compensation and expense reimbursements under sections 330 and 331

of the Bankruptcy Code. Accordingly, nothing in this Order or the record shall constitute a

finding of fact or conclusion of law binding on the U.S. Trustee, on appeal or otherwise, with

respect to the reasonableness of PJT’s compensation.


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7. Notwithstanding anything to the contrary in the Application, any supporting

declarations filed in connection therewith or the Engagement Letter, the Debtors shall not be

required to maintain a $25,000 expense advance or retainer; provided, that PJT may draw down

on the expense advance provided by the Debtors for prepetition expenses incurred but not yet

received due to delay in third-party vendors in providing invoices, with the remaining balance, if

any, credited against postpetition expenses as and when PJT’s postpetition expenses are

approved by this Court and apply such draws to the payment of such postpetition expenses, and

thereafter apply for such postpetition expenses to be paid in PJT’s monthly, interim or final fee

applications, in PJT’s discretion.

8. The indemnification, contribution, and reimbursement provisions included in

Attachment A to the Engagement Letter are approved subject to the following conditions:

(a) All requests of Indemnified Parties for payment of indemnity, reimbursement orcontribution pursuant to the Engagement Letter shall be made by means of anapplication (interim or final as the case may be) and shall be subject to review bythe Court to ensure that payment of such indemnity, reimbursement orcontribution conforms to the terms of the Engagement Letter and is reasonablebased upon the circumstances of the litigation or settlement in respect of whichindemnity, reimbursement or contribution is sought; provided, however, that in noevent shall an Indemnified Party be indemnified in the case of its own bad faith,fraud, gross negligence or willful misconduct.

(b) In the event that an Indemnified Party seeks reimbursement from the Debtors forreasonable attorneys’ fees in connection with a request by Indemnified Party forpayment of indemnity, reimbursement or contribution pursuant to the EngagementLetter, the invoices and supporting time records from such attorneys shall beincluded in Indemnified Party’s own application (both interim and final) and suchinvoices and time records shall be subject to the approval of the Court under thestandards of sections 330 and 331 of the Bankruptcy Code without regard towhether such attorneys have been retained under section 327 of the BankruptcyCode and without regard to whether such attorneys’ services satisfy section330(a)(3)(C) of the Bankruptcy Code.


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9. Notwithstanding the possible applicability of Bankruptcy Rules 6004(h), 7062, or

9014, the terms and conditions of this Order shall be immediately effective and enforceable upon

its entry.

10. To the extent that there may be any inconsistency between the terms of the

Application, the Engagement Letter, and this Order, the terms of this Order shall govern.

11. Notice of the Application satisfies the requirements of Bankruptcy Rule 6004(a).

12. The Debtors are authorized to take all actions necessary to effectuate the relief

granted in this Order in accordance with the Application.

13. This Court retains jurisdiction with respect to all matters arising from or related to

the implementation, interpretation, and enforcement of this Order.

Dated: _______________, 2016Wilmington, Delaware

THE HONORABLE KEVIN J. CAREYUNITED STATES BANKRUPTCY JUDGE


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EXHIBIT 1

ENGAGEMENT LETTER













Documents

Case 16-11247-KJC Doc 107 Filed 06/29/16 Page 1 of 20 ...3. The statutory bases for the relief requested herein are sections 327(a) and 329(a) of the Bankruptcy Code, Bankruptcy Rules