Case 20-40133-thf Doc 219 Filed 03/27/20 Entered 03/27/20 ...

UNITED STATES BANKRUPTCY COURT FOR THE WESTERN DISTRICT OF KENTUCKY

(Owensboro Division)

In re: Hartshorne Holdings, LLC, et al.,

Debtors.1

Chapter 11 Case No. 20-40133 (Jointly Administered)

APPLICATION TO RETAIN AND EMPLOY WHITEFORD, TAYLOR & PRESTON LLP AS COUNSEL FOR THE OFFICIAL COMMITTEE OF UNSECURED

CREDITORS PURSUANT TO BANKRUPTCY CODE § 1103 The Official Committee of Unsecured Creditors of Debtors Hartshorne Holdings, LLC, et

al., (the “Committee”), duly appointed pursuant to section 1102 of title 11 of the United States

Code, 11 U.S.C. §§ 101-1532 (the “Bankruptcy Code”) by the Office of the United States

Trustee pursuant to the Notice of Appointment of Committee of Unsecured Creditors filed on

March 10, 2020 (Docket No. 116) to serve in the above-captioned bankruptcy case, hereby

applies to this Court pursuant to Bankruptcy Code § 1103 for an order authorizing the retention

and employment of Whiteford, Taylor & Preston LLP (“WTP”), to be counsel for the

Committee, nunc pro tunc, as of March 11, 2020. In support of this Application, the Committee

relies on the Verified Statement of Whiteford, Taylor & Preston LLP (the “Verified Statement”),

attached hereto as Exhibit A and the Declaration of Greg Wolfe (the “Declaration”), a copy of

which is attached hereto as Exhibit B. In further support of this Application, the Committee

represents as follows:

1 The Debtors in these chapter 11 cases and the last four digits of each Debtor’s taxpayer identification number are as follows: Hartshorne Holdings, LLC (3948); Hartshorne Mining Group, LLC (0063); Hartshorne Mining, LLC (1941); and Hartshorne Land, LLC (5582). The Debtors’ headquarters are located at 373 Whobry Road, Rumsey, Kentucky 42371

Case 20-40133-thf Doc 219 Filed 03/27/20 Entered 03/27/20 12:31:22 of 9Docket #219 Date Filed: 03/27/2020

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JURISDICTION AND VENUE

1. Pursuant to 28 U.S.C. §§ 157 and 1334, this Court has jurisdiction to consider and

grant the relief requested herein. A proceeding to consider and grant such relief is a core

proceeding pursuant to 28 U.S.C. § 157(b).

2. Venue is proper before this Court pursuant to 28 U.S.C. §§ 1408 and 1409. The

statutory predicates for the relief sought herein are section 1103 of the Bankruptcy Code. Relief

is also proper pursuant to Rule 2014 of the Federal Rules of Bankruptcy Procedure (the

“Bankruptcy Rule”).

BACKGROUND

3. On February 20, 2020 (the “Petition Date”), each of the Debtors filed a voluntary

petition with this Court for relief under chapter 11 of the Bankruptcy Code. The Debtors are

operating their businesses and managing their properties as debtors-in-possession pursuant to

sections 1107(a) and 1108 of the Bankruptcy Code.

4. On February 21, 2020, the Court entered an order authorizing joint administration

of these chapter 11 cases (Docket No. 36).

5. Pursuant to the Notice of Appointment of Committee of Unsecured Creditors filed

on March 10, 2020 (Docket No. 116), the Office of the United States Trustee appointed the

Committee, consisting of the following three members: (i) United Central Industrial Supply Co.,

LLC, (ii) Carroll Engineering Co., (iii) Trey K Mining and Electric.

6. On March 11, 2020, the Committee retained WTP to provide legal services to the

Committee as its primary counsel in the Debtors’ bankruptcy cases.

7. The Committee seeks to retain and employ WTP as counsel in these Chapter 11

cases effective as of March 11, 2020, to represent the Committee in all matters for which it

requires representation, on the terms and subject to the conditions described below.

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8. The Committee believes that representation by WTP is critical to its efforts to

represent the interests of the unsecured creditors in these chapter 11 cases because WTP has

significant familiarity and understanding of the business, legal and financial issues that will arise

in the Debtors’ cases. Thus, WTP is well-suited to guide the Committee through the chapter 11

process before this Court.

9. WTP is qualified for the type of representation required by the Committee. WTP

has a significant bankruptcy practice, including participation in local, regional and national cases

in many of its offices. In particular, WTP has experience and knowledge in most aspects of the

laws that may arise in these cases, including substantial bankruptcy, restructuring, corporate,

employee benefits, finance, employment, litigation, securities, and tax expertise. WTP likewise

has extensive coal experience. WTP’s attorneys appear regularly in bankruptcy courts

throughout the Northeast and Mid-Atlantic States and have played significant roles in many large

and complex cases across those regions.

10. The Committee anticipates that WTP will render general legal services as needed

throughout the course of these Chapter 11 cases. In particular, the Committee anticipates that

WTP will perform, among others, the following legal services:

(a) Advise the Committee regarding its rights, powers and duties as a committee elected pursuant to Bankruptcy Code § 1103;

(b) Advise and consult with the Committee on the conduct of the cases including all

legal and administrative requirements under chapter 11; (c) Attend meetings and negotiate with representatives of the Debtors, the secured and

unsecured creditors, equity holders, employees and other parties in interest; (d) Advise the Committee regarding any contemplated sale of assets or business

combinations including the negotiation of asset sales, mergers or joint ventures, formulation and implementation of bidding procedures, evaluation of competing offers, drafting of appropriate documents regarding proposed sales and counseling regarding the closing of such sales;


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(e) Advise the Committee regarding prepetition and post-petition financing and cash

collateral arrangements and negotiate documents relating thereto; (f) Advise the Committee on matters relating to Debtors’ assumption, assumption and

assignment and rejection of executory contracts and unexpired leases; (g) Advise the Committee on matters relating to the ordinary course of business

including employment matters, environmental, banking, insurance, securities, corporate, business operation, contracts, joint ventures, real and personal property, press and public relations matters and regulatory matters;

(h) Provide advice and counseling on actions to protect and preserve the Debtors’

estates including actions and proceedings by the Debtors or other designated parties to recover assets, defense of actions and proceedings brought against the estates, negotiations regarding all litigation in which the Committee may be involved and objections to claims filed against the estate;

(i) Prepare and file necessary motions, applications, answers, orders, reports and

papers; (j) Review all pleadings, financial and other reports filed by the Debtors in these

Chapter 11 cases and advise the Committee about the implications; (k) Review the nature and validity of any liens asserted against the Debtors’ property

and advise the Committee concerning the enforceability of such liens; (l) Investigate the acts, conduct, assets, liabilities, and financial condition of the

Debtors, the operation of the Debtors’ business and the desirability of the continuance of such business, and any other matter relevant to the cases or to the formulation of a plan;

(m) Commence and conduct any and all ligation necessary or appropriate to assert

rights held by the Committee and/or protect assets of the Chapter 11 estate; (n) Negotiate and participate in the preparation of the Debtors’ plan(s) of

reorganization, related disclosure statement(s) and other related documents and agreements and advise and participate in the confirmation of such plan(s);

(o) Attend meetings with third parties and participate in negotiations with respect to the

above matters; (p) Appear before this Court, other courts and the United States Trustee to protect and

represent the interests of the Committee and the Committee’s constituents;


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(q) Meet and coordinate with other counsel and other professionals representing the Debtors and other parties in interest; (r) Perform all other necessary legal services and provide all necessary legal advice to

the Committee in connection with this chapter 11 cases; and (s) Handle such other matters as may be requested by the Committee and to which

WTP agrees.

11. The Committee requires knowledgeable counsel to render these essential

professional services. WTP has agreed to act on behalf of the Committee and will avoid

duplication of services being provided by other professionals.

DISINTERESTEDNESS OF COUNSEL

12. Except as set forth in the Verified Statement, to the best of the Committee’s

knowledge, information and belief, the partners, counsel and associates of WTP do not have any

connection with the Debtors, its affiliates or subsidiaries, its creditors, the United States Trustee or

any person employed in the Office of the United States Trustee, or any other party in interest or

their respective attorneys and accountants; are “disinterested persons” within the meaning of

Bankruptcy Code § 101(14); and do not hold or represent any interest adverse to the Debtors’

estate.

13. More specifically, as set forth in the Verified Statement:

(a) Neither WTP nor any attorney at WTP holds or represents an interest adverse to the Debtors’ estate. As set forth in the Verified Statement, WTP has in the past and presently represents certain of the Debtors’ unsecured creditors and parties in interest in matters unrelated to the Debtors and/or the Debtors’ bankruptcies and WTP will not represent such creditors or parties in interest in these bankruptcy cases.

(b) Neither WTP nor any attorney at WTP is or was a creditor, an equity holder or an insider of the Debtors.

(c) Neither WTP nor any attorney at WTP is or was an investment banker for any outstanding security of the Debtors.


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(d) Neither WTP nor any attorney at WTP is or was an investment banker for any security of the Debtors or an attorney for an investment banker in connection with the offer, sale or issuance of any security of the Debtors.

(e) Neither WTP nor any attorney at WTP is or was a director, officer or employee of the Debtors or of an investment banker of the Debtors.

(f) Neither WTP nor any attorney at WTP has an interest materially adverse to the interests of the Debtors’ estates or of 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 an investment banker specified in the foregoing paragraphs, or for any other reason except as specifically set forth in the Verified Statement.

PROFESSIONAL COMPENSATION

14. WTP’s fees are based on its standard hourly rates which are periodically adjusted.

WTP’s hourly rates for attorneys likely to assist in these cases range from approximately $365 per

hour for associates to $675.00 per hour for the firm’s partners. Billing rates for paraprofessionals

are $295 per hour.

15. The principal attorneys and paralegals presently designated to represent the

Committee and their hourly rates for these cases are:

Initials Name Position Admission 2020 Client Rates MJR Michael J. Roeschenthaler Partner 2001 $615 BMR Brandy M. Rapp Partner 2005 $470 RWR Richard W. Riley Counsel 1988 $675 JSP Jana S. Pail Counsel 2001 $515 DRS Daniel R. Schimizzi Associate 2011 $425 JMF Jeffrey M. Friedrich Associate 2013 $405 KEM Kelly E. McCauley Associate 2013 $395 JZB J. Zachary Balasko Associate 2016 $365 SH Susan Harding Paralegal NA $295

16. WTP will apply to the Court for allowance of compensation for professional

services rendered and reimbursement of costs and expenses incurred during these cases in

accordance with applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, the Local

Bankruptcy Rules of this Court and other applicable orders of this Court.


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17. WTP will charge the Committee for certain services provided and costs and

expenses incurred in connection with the services provided. It is the policy of WTP to charge its

clients in all areas of practice for most expenses and costs incurred on behalf of a client and in

connection with a client’s case. Such expenses include, but are not limited to, photocopies, travel

expenses (mileage, parking, airfare, lodging, meals and ground transportation), long distance

telephone charges, telecopier costs, delivery and courier services, express mail, computerized

research tools such as LEXIS, WESTLAW and PACER, court costs and filing fees, court

reporters, hearing transcripts, expert witnesses, and certain secretarial overtime expenses. WTP

will charge the Committee for these costs and expenses consistent with charges generally made to

the firm’s other clients.

18. WTP has agreed to accept as compensation such sums as may be allowed by this

Court on the basis of the professional time spent, the rates charged for such services, the necessity

of such services, the reasonableness of the time within which the services are performed and the

complexity, importance and nature of the problems, issues and tasks addressed in these cases.

With respect to travel time, WTP will bill one-half of the actual time spent on travel.

19. Other than as set forth above and in the Verified Statement, no arrangement is

proposed between the Committee and WTP for compensation to be paid in these cases and no

agreement or understanding exists between WTP and any other entity for the sharing of

compensation received or to be received for services rendered in or in connection with these cases.

EFFECTIVE DATE OF RETENTION

20. The Committee requested that WTP immediately commence services before this

Application could be heard or approved. Accordingly, WTP commenced performing services for


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the Committee on March 11, 2020. The Committee requests that the retention of WTP be approved

effective as of March 11, 2020.

NO PRIOR REQUEST

21. No prior request for the relief sought herein has been made to this Court by the

Committee in these cases.

NOTICE

22. Notice of this Motion has been given to: (a) the United States Trustee for Region

8; (b) the creditors holding the 30 largest unsecured claims in these cases; (c) the Office of the

United States Attorney for the Western District of Kentucky; (d) the Environmental Protection

Agency; (e) the Kentucky Energy and Environment Cabinet; (f) the office of the Kentucky

Attorney General; (g) the Internal Revenue Service; (h) the Debtors’ prepetition secured parties;

(i) the Debtors’ debtor-in-possession lender, and (i) any party that has requested notice pursuant

to Bankruptcy Rule 2002.

WHEREFORE, the Committee respectfully requests the entry of an order, substantially in

the form filed contemporaneously with this Application, pursuant to Bankruptcy Code § 1103

authorizing the Committee to retain and employ WTP as its attorneys to perform the legal services

that will be necessary during these chapter 11 bankruptcy cases and such further relief as is just and

proper.

Dated: March 25, 2020 Respectfully submitted,

By: __________________________ Greg Wolfe, Chairperson Official Committee of Unsecured Creditors of Hartshorne Holdings LLC, et. al.

Respectfully submit

________________Greg Wolfe Chairp


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/s/ Michael J. Roeschenthaler (PA Bar No. 87647) WHITEFORD, TAYLOR & PRESTON LLP 200 First Avenue, Third Floor Pittsburgh, PA 15222 Tel. (412) 618-5601 [email protected]

Proposed Counsel for Official Committee of Unsecured Creditors of Hartshorne Holdings LLC, et. al.

/s/ James R. IrvingDentons Bingham Greenebaum LLP3500 PNC Tower101 S. Fifth StreetLouisville, KY 40202Telephone: (502) 587-3606E-mail: [email protected]

Proposed Local Counsel for the Official Committee ofUnsecured Creditors of Hartshorne Holdings LLC, et al.


EXHIBIT A

Case 20-40133-thf Doc 219-1 Filed 03/27/20 Entered 03/27/20 12:31:22 Page 1 of 19




Debtors.1


VERIFIED STATEMENT OF WHITEFORD, TAYLOR & PRESTON LLP

Michael J. Roeschenthaler of Whiteford, Taylor & Preston LLP (“WTP”), the proposed

counsel for the Official Committee of Unsecured Creditors of Debtors Hartshorne Holdings, LLC,

et al., (the “Committee”), duly appointed pursuant to section 1102 of title 11 of the United States

Code, 11 U.S.C. §§ 101-1532 (the “Bankruptcy Code”) by the Office of the United States

Trustee pursuant to the Notice of Appointment of Committee of Unsecured Creditors filed on

March 10, 2020 (Docket No. 116) and Bankruptcy Rule 2014(a), respectfully represents:

1. I am a partner of Whiteford, Taylor & Preston, LLP (“WTP”), located at 200 First

Avenue, Third Floor, Pittsburgh, PA 15222, and have been duly admitted to practice law in the

Commonwealth of Pennsylvania. This Statement is submitted in support of the Application to

Retain and Employ Whiteford Taylor & Preston, LLP as Counsel for the Official Committee of

Unsecured Creditors Pursuant to Bankruptcy Code § 1103 (the “Application”).

2. I am duly authorized to make this Verified Statement on behalf of WTP and to

submit this Verified Statement in support of the Application. Unless otherwise stated in this

Verified Statement, I have personal knowledge of the facts hereinafter set forth. To the extent



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any information disclosed herein requires amendment or modification upon WTP’s completion

of further analysis or as additional information becomes available, a supplemental Verified

Statement will be submitted to the Court reflecting such amended or modified information.

3. As specifically set forth herein, WTP and certain of its partners, counsel and

associates have worked with, may currently work with and likely in the future will work with

certain of the Debtors’ creditors and other parties in interest in ongoing matters unrelated to these

chapter 11 cases. To the best of my knowledge, none of these business relations constitute

interests materially adverse to the Debtors or its bankruptcy estates.

4. To review potential conflicts of interest in these cases, as well as to determine all

“connections” (as such term is defined in Bankruptcy Rule 2014) with parties-in-interest and

potential parties-in-interest in these chapter 11 cases, WTP has searched its electronic database

for connections with the parties and entities listed on Schedule 1 to this Verified Statement,

which represent the Debtors’ principal creditors, equity holders and other parties in interest in

these cases.

5. Schedule 2 attached hereto identifies certain creditors, equity holders or other

parties in interest that WTP currently represents or has represented in the past in matters

unrelated to the Debtors and these chapter 11 cases. Unless identified on Schedule 2 or otherwise

described herein, WTP does not currently represent and has not represented in the past the parties

listed on Schedule 1 as of the date of the filing of this Application.

6. Based on the conflicts searches conducted to date and described herein, to the best

of my knowledge, neither I, nor any partner, counsel or associate of WTP, insofar as I have been

able to ascertain, currently represent or has represented the parties listed on Schedule 1, except as

disclosed on Schedule 2 or otherwise described herein. WTP is a disinterested person.


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7. To the best of my knowledge, information and belief, WTP has no other

connection with any of the Debtors’ creditors, or any other party-in-interest, its respective

attorneys and accountants, the United States Trustee, or any person employed in the office of the

United States Trustee.

8. As with any bankruptcy case, it is difficult to say with certainty that all material

relationships have been discovered at this point in these cases. Accordingly, WTP will

periodically update its conflicts database and if any new material relationships are discovered,

they will be disclosed in a supplemental filing with the Court.

9. WTP and certain of its partners, counsel and associates currently represent, have

represented in the past, and likely will continue to represent creditors of the Debtors and other

parties-in-interest in connection with matters unrelated to the Debtors and these chapter 11

cases. As of the filing of the Application, the Firm is not aware of any such representations

except as disclosed on Schedule 2 or otherwise described herein. None of these representations

are materially adverse to the interests of the Debtors’ estate or any class of creditors or equity

security holders thereof. WTP has not represented, is not representing, and will not represent

any entities or any of their respective affiliates in connection with any matters that are related

to the Debtors or these chapter 11 cases.

10. Moreover, pursuant to section 1103 of the Bankruptcy Code, WTP is not

disqualified from acting as the Committee’s bankruptcy counsel merely because it represents

certain of the Debtors’ creditors, equity security holders or other parties in interest in matters

unrelated to these chapter 11 cases.

11. Therefore, each of the partners, counsel or associates of WTP, insofar as I have

been able to ascertain, (a) do not have any connection, except as otherwise set forth herein, with


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the Debtors, its creditors or any other parties in interest, the United States Trustee for the

Western District of Kentucky or any person employed in the office of the same, United States

District Court Judges for Western District of Kentucky, United States Magistrate Judges for the

Western District of Kentucky, or the United States Bankruptcy Judges for the Western District of

Kentucky, (b) is a “disinterested person,” as that phrase is defined in section 101(14) of the

Bankruptcy Code, and (c) does not hold or represent any interest adverse to the Debtors’ estate.

12. During the chapter 11 cases, WTP proposes to be compensated at the rates of

their attorneys in effect as of the Petition Date and on the terms and conditions consistent with

what WTP normally charges clients that are not creditors committees. WTP’s standard terms

and conditions of engagement require prompt payment of its hourly rates as adjusted from

time to time in accordance with WTP’s established billing practices and reimbursement of

out-of-pocket disbursements at cost or based on formulas that approximate the actual cost

where the actual cost is not readily ascertainable.

13. Subject to these terms and conditions, WTP intends to apply for compensation for

professional services rendered on an hourly basis 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, and any

other applicable procedures or orders of the Court.

14. The hourly rates and corresponding rate structure to be used by WTP in this

chapter 11 case are comparable to the hourly rates and corresponding rate structure used by WTP

for restructuring, workout, bankruptcy, insolvency, and comparable matters, as well as similar

complex corporate, securities, and litigation matters, whether in court or otherwise, regardless of

whether a fee application is required.


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15. Other attorneys and paralegals at WTP may be called upon on occasion to assist

in the representation. The hourly rates for the attorneys and paralegal whom are expected to have

primary responsibility for the representation of the Committee in these cases are set forth below:

Initials Name Position Admission 2020 Client Rates MJR Michael J. Roeschenthaler Partner 2001 $615 BMR Brandy M. Rapp Partner 2005 $470 RWR Richard W. Riley Counsel 1988 $675 JSP Jana S. Pail Counsel 2001 $515 DRS Daniel R. Schimizzi Associate 2011 $425 JMF Jeffrey M. Friedrich Associate 2013 $405 KEM Kelly E. McCauley Associate 2013 $395 JZB J. Zachary Balasko Associate 2016 $365 SH Susan Harding Paralegal NA $295

16. The hourly rates charged by WTP’s professionals differ based on, among other

things, such professional’s experience. These rates may change from time to time in accordance

with WTP’s established billing practices and procedures.

17. WTP also will charge for all actual out-of-pocket expenses incurred by WTP on

the Committee’s behalf, such as filing fees, document reproduction, long distance telephone and

telecopier charges, mail and express mail charges, travel expenses, overnight courier expenses,

computer research, expenses for “working meals,” transcription costs, and other disbursements.

WTP will charge for these expenses in a manner and at rates consistent with charges made

generally to WTP’s other clients. WTP will make every effort to minimize expenses in these

chapter 11 cases.

18. WTP will maintain detailed, contemporaneous records of time and any actual and

necessary expenses incurred in connection with the rendering of the legal services described

above by category and nature of the services rendered.

19. No promises have been received by WTP nor by any partner, counsel or associate

thereof as to compensation in connection with these chapter 11 cases other than in accordance


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with the provisions of the Bankruptcy Code and as described herein. WTP has no agreement with

any other entity to share with such entity any compensation received by WTP in connection with

these chapter 11 cases.

20. WTP further states that pursuant to Bankruptcy Rule 2016(b), it has not shared nor

agreed to share (a) any compensation it has received or may receive in connection with these

chapter 11 cases with another party or person, other than with the partners, counsel, associates and

contract attorneys associated with WTP or (b) any compensation another person or party has

received or may receive in connection with these chapter 11 cases.

21. WTP intends to apply for compensation for professional services rendered and

reimbursement of expenses incurred in connection with these chapter 11 cases in compliance

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

U.S. Trustee Guidelines, and any other procedures and orders of the Court. The following

information is provided in response to the request for additional information set forth in

Paragraph D.1 of the U.S. Trustee Fee Guidelines:

Question: Did you agree to any variation from, or alternatives to, your standard or customary billing arrangements for this engagement?

Response: No. Question: Do any of the professionals included in this engagement vary their rate

based on the geographic location of the bankruptcy case? Response: No. Question: If you represented the client in the 12 months pre-petition, disclose your

billing rates and material financial terms for the pre-petition engagement, including any adjustments during the 12 months pre-petition. If your billing rates and material financial terms have changed post-petition, explain the difference and the reasons for the difference.

Response: WTP did not represent the Committee prior to the Debtors’ chapter 11

cases.


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Question: Has your client approved your prospective budget and staffing plan, and,

if so, for what budget period. Response: The Committee and WTP expect to develop a prospective budget and

staffing plan to comply with the U.S. Trustees requests for information and additional disclosures, and any other orders of the Court, recognizing that in the course of these chapter 11 cases there may be unforeseeable fees and expenses that will need to be addressed by the Committee and WTP.

22. I, Michael J. Roeschenthaler, a partner of Whiteford, Taylor & Preston LLP, declare

under penalty of perjury that the forgoing is true and correct.

Dated: March 25, 2020 WHITEFORD, TAYLOR & PRESTON LLP

/s/ Michael J. Roeschenthaler (PA Bar No. 87647) 200 First Avenue, Third Floor Pittsburgh, PA 15222

(412) 618-5601 Tel. [email protected] Proposed Counsel for Official Committee of Unsecured Creditors of Hartshorne Holdings, LLC, et al


mailto:[email protected]

SCHEDULE 1 Entities and Individuals Searched by Category

Debtors Hartshorne Holdings, LLC Hartshorne Mining Group, LLC Harshorne Mining, LLC Hartshorne Land, LLC Non-Debtor Affiliates Paringa Resources Limited Hartshorne Coal Mining Pty Ltd HCM Resources Pty Ltd. Hartshorne Operations, LLC Current and Former Directors and Officers Ian Middlemas Todd Hannigan Egan Antill David Gay Jonathan Hjelte Richard McCormick Thomas Todd Richard Kim Dominic Allen Bruce Czachor Gregory Swan Adam Anderson Greg Saragas Gary Phillips Jeff Garrison Brent Hawley Jim Middleton Chris Blalock Ronnie Drake Troy Johnson Chris Brooks Zac Clayton Mike Putman Casey Larkins Grant Quasha Mark Pearce Anastasio Arima

Financers and Security Trustee Tribeca Global Resources Credit Pty Ltd Global Loan Agency Services Australia Nominees Pty Ltd Macquarie Bank Limited Komatsu Financial Limited Partnership Texas Capital Bank Current and Former Customers Big Rivers Electric Corporation Indiana-Kentucky Electric Corporation American Electric Power Kentucky Utilities Company Louisville Gas & Electric Debtors' Professional DLA Piper Frost Brown Todd LLC FTI Consulting, Inc. Perella Weinberg Partners Old National Bank Argonaut Capital Limited Marshall Miller & Associates, Inc. Deloitte & Touche LLP Energy Ventures Analysis H.C. Wainwright & Co. Roth Capital Partners Cardno, Inc. Precision Testing Laboratory, Inc. Grantors/Lessors Stambush, Earl Hunt, Richard & Donna Dame, Charles & Thelma West, William St. Mary's Episcopal Church Farris, James M. James E., & Shannon Wilson, John & Margaret, & JoAnn Mathis Mercer, Carlus & Stacy Cox, Lovinea Adams, Julie & William Thomas Coombs, Shirley & Charles Heriges, Danielle & David


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Grantors/Lessors (continued) Quinn, Marilyn Corim Farms, Inc. Capps Family Trust Kim, Chong Soo & Jin Sook Combes, Clyde & Linda Hust, Lawrence & Ann Faulkner, Judith Keckley Mercer, Carl & Bette Jo Mercer, Jason Woodruff, Larry & Marion John Armstrong Armstrong, Cheryl Woodruff, Jimmie & Joy Grant, Babara Dame, Charles Kevin & JoAnn Dame, Shawn Tooth Acres, LLC Stanley, Emmitt & Anita Brazzell, William & Joyce Ann William Thomas & Joyce Ann Brazzel Trust West, John & Bonnie C & T Famrs, LLC Miles Farms, LLC J.F. Wilbur, Inc. Stanley, Lisa Corum Family Trust Parish, Omar Jr., & Barbara Fox, Patricia Ashby, Paul & Ginger Tucker, Thomas Tapp & Melton Farms, LLC Bragg, Robert & Geraldine Renfro, William & Karen Fox, Harold & Judy Nance, Barry Story, Jane Vaught, Kay Ashby, Gerald & Barara Rames, Charles & Lola Belle Bradley Carroll Ashby Revocable Trust Smith, Sharon Mac Welte, Paulette & Virgil Heilman, Eva

Grantors/Lessors (continued) Pottgiesser, Nichole & David Sanderfur, Robert & Marela Patrick J. & Glenda A. Cortney Trust Major, Linda Major, Helen Bickett, James & Margaret Bickett, Alvin & Betty Rudd, Allen & Pam Weltner, Douglas & Ann Harberson, Donald & Rita Harberson, Jeremy & Rebecca Zachary, Kerry & Janice Wilson, Tommy & Debbie Baggett, Gayle & Brenda Daugherty, Roger & Sherry Gardner, Robert Corum, Frank & Janet Cummins, Ann Corum Linville, Darren & Larlee Bickett, Edmund & Lula Margaret Morning Star Properties, Inc. Holzhauser, Albert & Ruby Cobb, Jimmy & Gladys Mae Miller, Larry & Nina Ponderosa Realty Inc. Bobby Wayne & Barbara Lee Thomas Gregory Wayne & Stephanie Thomas John R. , V & Heather Vickers Cory & Candace Walker Robert & Sara Englehardt Allen & Michelle D. France Derek L. & Susan Alexander Cary, Glover Jr. Austin, Oswald & Ina Carter, Dorothy Sutton, Larry Sutton, John VanCleve, James & Leigh, B.T. & Doris Miles, William E.T. Woosley Farms, LLC Miller, David & Sharon Miller, Gregory & Angela Abrams, Benjamin & Barbara Logsdon Family Farms, LLC Logsdon, Philip & Mary


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Grantors/Lessors (continued) Ayer, Jonathan & Traci John H. and Betsy Woosley Trust Woosley, Marnitta Morehead, Craig & Janet Dudley & Francis Dame Dame, Larry & Vickey Austin, Earlene Charles Green Farms, LLC Abrams, David & Betty Bozarth, Glenna Belle Johnson, Ben Austin, Janet & Roger Ayer, Bobby & Judith Kirkland, Larry & Linda Kirkland, Louise Graham, Paul & Wanda Alexander, Joyce M. Raymond J. Walker Revocable Trust Rickard, David & Patty Johnson, Linda & Darrel Bozarth, Rodney Austin, Walter & Josephine Hull, Mary Austin, Jaclyn Belle Miller, Danny & Kathy Agent, Geraldine Miller Hollis, Renee Miller Miller, Linda Cissna, Connie Miller, Ricky Woosley, Darrel & Shirley Woosley, Kenneth Ray, Juanita Mackie, Carey John & Donna Thomas Trust (Donna Thomas Trustee) Kittinger, Loretta Kittinger, McLean Farm McElwain, Debra McElwain Family Trust Mitchell, Dan & Julie Ellis, Lomer T. Jr., & Nancy Jo Gaham, Freeman & Linda Abrams, Edwin

Grantors/Lessors (continued) Hines, James & Janice Hines, Jane Hines, William & Renita Igleheart, Christopher & Jennifer Miller, Douglas & Marquetta Miller, Wendell & Elizabeth Miller, Allen Sr., & Wilma Stratton, Byron Miles Vickers, John R., IV, & Evelyn McElwain, Lonnie & Danielle Bowman, Benita Miller, David & Sharon & Miller, Gregory & Angela Rickard, Barbara McElwain, John & Stacy Romans, Judith Ann Moore Graham, Jeremy & Graham, Jessica Edna Willis Trust (Robert L. Willis, Trustee) Fulkerson, Ronnie & Keila Roberts, David & Judith Carter, Jason & Michelle Crowe, Jerry & Shirley Smith, Richard & Rebecca Bagget, Jerry & Jannett Peyton, Joseph & Charlotte Bell, Leora Ricky Bell Deanna McCoy Wayne and Martha Bell Jack and Trudy Bell David and Brenda Bell Kaleb and Ashley Bell Ellis, Glenn & Ann Keanan and Caroline Bell Riggs, Stephen & Bebra Howell, Stanley & Janet Rose Revlett Grain Farms Carter, Herschel & Martha Austin, Wayne & Martha Everly, Tina & Nathan Bobo, Terry Sr. & Claudia Mincy, Keith Ellis, John R., Sr. West, Charles & Kelia Ellis, John & Donna


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Grantors/Lessors (continued) Mincy, Luther Jr., & Kimberly The Green Family Partnership Green, David & Stacy Green, Timothy C.E. Martin Heirs, LLC Gunterman, Jeff & Judith Son, Geneva Rickard, James & Helen Campbell, James & Youlanda Bunch, Alva Rickard, William Morgan & Sondra Cissna, Henry & Yvonne Bowling, Doris Rickard, Patrick & Beverly Rickard, Tony & Carol Williams, Eric & Tara ICU Chickens, LLC Rickard Farms LLC Galloway, Jarrod & Brittney Arnold, Terry Schadler, George & Shirley Seymour, Steve & Debra Logsdon, Paull, III & Machera Poplar Grove Poultry, Inc. Logsdon Farm Service, Inc. Rickard, David & Patty, Austin, Janet & Roger, & Young, Susan. Willis, Glenda Sue Daugherty, Barbara Ann Howard, Jerrow W. Revocable Tr. Hudson, Samuel Gaw & Teresa West Thomas, Bobby Wayne & Barbara Lee Thomas, Gregory Wayne & Stephanie Riley, Joe E. & Betty C. West, Harold T. & Starlene Anderson, Sharon & Kenneth Batsel, Jennie Lee Marlatt, Joyce Deane & Loverne N. Batsel, Thomas Ashby & Barbara Niswonger, Elizabeth Dossett, Susie Dee Smith, Rogers H. & Tammy W. Smith, Sidney Terrel & Linda Dayhoff Rickard, Walter Wayne & Anna Faye

Grantors/Lessors (continued) Ellis, Christopher Jacob & Roxann Baggett, Daniel L. Baggett, Derek M. Dant, Michael & Margaret Frailley, Charles Morton & Paula F. Frailley, Lucas & Susan Frailley, Heath & Niki Frailley, Chad N. Rickard, Ellis W. & Nina G Patterson, Guy W. & Sandra K Patterson, Clint & Michelle Gish, Charles R. Walker, Cory & Candace Rickard, James & Joyce Mize, Sandra M. & Jerry Pyles, Dana & David Miller, Fletcher Eric & Grace Rickard, Douglas & Barbara Tooley, Elbert Dwight & Brenda Davis TE Minerals, LLC Eric Timrud and Dorothy Leszko Robert L. and Patricia Rogers Thomas A. and Emily W. Rogers Judy and Joseph Christian June Young Kathy Lawrence Gregory A. and Angela K. Miller Allen J. and Wilma D. Miller Douglas P. and Marquetta Miller Wendell H. Miller Charles F. and Edna Bates William S. Bates Lavinia C. and William Filiatreau Bernie and Lois Crumbaker Ronald E. and Jane B. Crumbaker Terry L. & Rebecca D. Riley, Leslie W. & Lisa A. Riley Dennis W. Dement Elva Lee McKenny Terry L. and Rebecca D. Riley Douglas and Marquetta Miller David H. Jernigan, Trustee Richard B. Miller Revocable Living Trust Young, David T. Rickard, Patty D. Rickard Jaclyn Belle Austin


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Grantors/Lessors (continued) Rice Contracting, LLC Randall L. Shanks Edward & Crystal West Latricia G. Fisher Audra J. Fetcher Joseph C. & Tracy L. Logsdon Scott & Sherry Logsdon Judy C. Logsdon William C. Logsdon Irrecocable Trust Philip and Mary L. Logsdon Jeff & Judy Gunterman Charles H. Gossett Lyndel Arnold David Conrad Pamela & Robert Jennings Karen & Gary Bickett Farms, LLC Allen Leonard and Susan I. Baggett Lavada Roberts Walter K. Roberts Madelaine Roberts Jody E. Roberts and Peggy Roberts Delores Roberts Jennifer Dobbins and Paul Dobbins Michelle Roberts and Gary Zirpoli Bruce Roberts and Martha Roberts Beverly Allen Norville & Peggy Arnold PK Ellis Estate Ronald A. Logsdon Janice Wicks Bobby Wicks and Joyce Wicks Janet Austin and Roger Austin Susan Young David Rickard and Patty Rickard Billie John Thomas and Rebecca Thomas Tommy Lynn Thomas and Tara Thomas Jonnie Renea Thomas Jesperson and Rene K. Jesperson Kris Ann Thomas Arnold and Tracy Arnold Billie Jane Thomas Sumra and Atul Sumra James Wesley Moore and Trudy Moore Bryan Miles Stratton Larry E. Kirkland, Linda C. Kirkland Janet R. Austin, Roger W. Austin, Susan R.

Grantors/Lessors (continued) Glenna B. Bozarth Guy and Sandra Patterson Melvin R. and Katherine Cabbage Carolyn Jackson Gregory Wayne Thomas Bobby and Barbara Thomas Leslie W. and Lisa A. Riley Lorna Sue and Donald Pierce Charles M. and Paula F. Frailley Randall Shanks, Edward & Crystal West Oswald D. & Ina Austin Jerrol W. Howard, Jr. Revocable Trust Barbara Lee Thomas Estate Linford Lee and Wanda Lee Kimberly Marks Kelly Baggett Foster and Kevin Foster Lisa Baggett Hicks and Dwayne Hicks C. Bruce Vanderver Kimberly McGehee Cheryl Bushong Shelia Fulkerson William S. Miles Estate Sterett Miles Paul Miles Suzanne Miles Michael Stratton Jennifer McCrystal Andy Seymour Alison Miles Bobby Miles Abby Miles Westyn Miles Rebecca Bozarth Buna Miller John Doyle Wilson – Trustee for Sean C. Wilson Jean Littlefield Wendell M. Littlefield David Quinn Tony Ann Gipe Elizabeth Dru West Donah Lee McDonald Corum Farms, Inc. F & S Farms, LLC


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Grantors/Lessors (continued) Marjorie Ann Kittinger James Hugh Kittinger Diana Kittinger Gilda E. Mitchell James L. Beck and Bettye J. Beck Roy Joe Head Elizabeth Galloway Christopher Armstrong CBoone LLC Woodruff Energy LLC Nell Ann Arnold Charles Ranes and Lola Bell Ranes Patrick J. Courtney & Glenda A. Courtney Revocable Trust Warren L. and Lori J. Givens Boots Pennyrile, LLC Vendors Aflac Airgas All Source Industry Supply, Inc American Printing Company (APC) Associated Engineers, Inc AT&T Buchanan Pump Service & Supply Co. Inc. C.H. Kyle Co. Carroll Engineering Co CDW LLC Champion Industries, Smith & Butterfield Cintas CRS One Source Cuda Bits LLC Envision Contractors, LLC Eric Wells Training First-Line Fire Extinguisher Company Forestry Suppliers, Inc. Fortner LP Gas Company Inc. Fricke Management & Contracting, Inc. Frontier-Kemper Constructors, Inc Frost Brown Todd LLC GBS Enterprises, Inc. H&G Limestone Products. LLC Hagan's Outdoor Equipment SWAT Pest Management Time Warner Cable

Vendors (continued) Happy's of Madisonville Harding Shymanski & Company, PSC Health Resources, Inc. Home Oil & Gas Company, Inc. Hughes Network Systems, LLC J.H. Fletcher & Co. Jennmar JMS Russel Metals Corp John Plunkett Kenergy Corporation Kentucky State Treasurer Kerco, Inc Kimberly Sandberg Komatsu Financial Lang Co. Lieberman Technologies MACO Reprographics LLC Madisonville Auto Parts, Inc. Meuth Construction Supply, Inc Mine and Mill Supply Company, LLC MineSafe Electronics, Inc. Modern Welding Company of Kentucky, Inc. MSDS Online Inc. "Velocity EHS" Natural Resource Management Solutions (NRMS) NPN Environmental Engineers, Inc. Office Depot Pioneer Supply Pollard & Sons Excavating LLC Power Technologies Preiser Scientific, Inc PSG Safety Products Rexel USA, Inc Richland Volunteer Fire Department Richwood Industries, Inc. Road Builders, LLC Royal Brass & Hose Sacramento Waterworks Shred-it USA Special Mine Services, Inc. Spectrotel Star Industrial Supply, Inc. Stonebridge Press LTD Strata Safety Products LLC Superior Office Systems


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Vendors (continued) United Central US Bank Equipment Finance WC Hydraulics LLC West KY Pipe & Valve Inc. Advanced Fabricators & Rebuilders William E. Groves Construction, Inc. Woodruff Supply Co. Inc. Catering and Creations Advanced Coal Technology Equisolve Humana Insurance Company Availent Systems DJRP Enterprises LLC Prophet One Solutions LLC Redchip Companies, Inc. Glenwood Management Corp. Lakeshore Country Club Ordinary Course Professional Computershare investor Services Gibson, Dunn & Crutcher Quisenberry and Quisenberry Wyatt Tarrant & Combs, LLP Jackson Kelly PLLC Stantec Consulting Services, Inc. John Hancock City Centre Automatic Data Processing (ADP) Producers and Insurers Accord Corporation Imperium Insurance Company Great Midwest Insurance Company Rockwood Casualty Insurance Company Lloyds of London Van Meter Insurance Group Houchens Insurance Group Price Forbes & Partners Limited Aon UK Limited FIRST Insurance Funding Humana Insurance Company

Bankruptcy Judges and Staff Judge Alan C. Stout Karen Lynch Jim Higdon Sherry Graham Judge Thomas H. Fulton Mina Khalil Benedict Wiesner Angela Gudgel Judge Joan A. Lloyd Elaine Fountain Barbara Wetzel Kristin Goss Clerk of Court and Staff Elizabeth H. Parks Jeanne Lucas Michelle Pierce Tina Preston Ashley hardy Jillian Harris Candace Byrd Penny Haas Jeff Henry Danielle Hite Regulatory and Government Authorities Kentucky, Commonwealth of, Department of Environmental Protection Kentucky, Commonwealth of, Department of Higways Kentucky, Commonwealth of, Department of Natural Resources Kentucky, Commonwealth of, Energy and Environment Cabinet United States, Government of the, Department of Agriculture Forestry Service United States, Government of the, Army Corpos of Engineers United States, Government of the, Department of Labor, Mine Safety & Health Administration United States, Government of the, Department of the Interior United States, Government of the, Environmental Protection Agency


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Regulatory and Government Authorities (continued) United States, Government of the, Department of Labor Bourbon, County of (KY), Sheriff's Office Elliott, County of (KY), Sheriff's Office Fayette, County of (KY), Office of the Sheriff Kentucky, Commonwealth of, Treasurer Lee, County of (KY), Sheriff's Office Millersburg, City of (KY) Morgan, County of (KY), Sheriff's Office Morgan, Township of (KY), Tax Collector Muhlenberg, County of (KY), Sheriff's Office Ohio, County of (KY), Sheriff's Office Union, County of (KY), Sheriff's Office United States, Government of the, Office of Surface Mining Reclamation & Enforcement Webster, County of (KY), Sheriff's Office Kentucky, State of, Tax Department United States, Government of the, Internal Revenue Service Parties to Existing Litigation Gordon T. Bryant Kenneth L. Bryant McLean County Fiscal Court McLean County Joint Planning Commission

Utilities Ring Central River City Industrial Services, Inc. Top 30 Unsecured Creditors (Not Already Listed) Minova USA, Inc Joy Global Underground Mining LLC Trey K Mining & Electric, Inc. Dapco, Inc. Wallace Electrical Systems, LLC Custom Staffing Services Nalco Company LLC Southern Pride Drilling, LLC Kentucky Rivers Wood Products, LLC Nasdaq Stock Market LLC Purvis Industries (The Mine Supply)


SCHEDULE 2 WTP Disclosures

Entity Searched Entity With a Connection to WTP

Status Nature of Representation

Komatsu Financial Komatsu Financial Former Client Unrelated

AT&T AT&T Current Client Unrelated

AT&T AT&T Latin America

AT&T Global Network Services, Inc.

Former Client Unrelated

Cintas Cintas Corporation Current Client Unrelated

Frost Brown Todd LLC

Frost Brown Todd, LLC Former Client Unrelated

Jennmar Jennmar Corporation of Virginia

Current Client Unrelated

Hughes Network Systems, LLC

Hughes Network Systems, Inc.


Kentucky State Treasurer

Kentucky State Treasurer Current Client Unrelated

Office Depot Office Depot, Inc. Current Client Unrelated

Pioneer Supply Pioneer Supply Company, Inc.


Time Warner Cable Time Warner, Inc. Current Client Unrelated

John Hancock John Hancock Mutual Life Insurance


Automatic Data Processing/ADP

Automatic Data Processing Former Client Unrelated

Great Midwest Insurance Company

Great Midwest Insurance Company



2

Lloyds of London Certain Underwriters at Lloyd’s London/Dominion Insurance Company, Ltd.

Certain Underwriters at Lloyd’s Bank of London

Underwriters at Lloyd’s London

Lloyd’s Underwriters of London


Rockwood Casualty Insurance Company

Rockwood Casualty Insurance Company


DLA Piper DLA Piper Former Client Unrelated

John & Margaret Wilson & JoAnn Mathis

John E. Wilson * Current Client Unrelated

Omar Parish Jr. and Barbara Parish

Barbara M. Parish * Current Client Unrelated

Robert Gardner Robert Gardner * Former Client Unrelated

David & Sharon Miller

David Miller * Current Client Unrelated

Linda Miller Linda B. Miller * Current Client Unrelated

Linda & Darrel Johnson

Linda K. Johnson * Current Client Unrelated

David, Sharon, Gregory & Angela Miller

David Miller * Current Client Unrelated

Richard & Rebecca Smith

Richard O. Smith * Current Client Unrelated

Richard & Rebecca Smith

Richard W. Smith * Current Client Unrelated

Douglas P. and Marquetta Miller

Douglas Miller * Current Client Unrelated


3

David & Judith Roberts

David Roberts * Current Client Unrelated

Jason & Michelle Carter

Jason A. Carter * Former Client Unrelated

James & Youlanda Campbell

James Campbell, MD * Current Client Unrelated

*WTP has reviewed its client database and has identified individuals having the same or similar names as persons identified in these chapter 11 cases. As of the filing of the Application and Verified Statement, WTP has not ascertained if these individuals are the same people. Some of the last names are relatively common. WTP will update the Verified Statement in the event that it determines if any of the individuals are in fact parties in interest in these chapter 11 cases. Notwithstanding, WTP can represent that its representation of the individuals identified above are wholly unrelated to the Debtors and these chapter 11 cases.


EXHIBIT B

Declaration





Debtors.1


DECLARATION OF GREG WOLFE IN SUPPORT OF APPLICATION TO RETAIN AND EMPLOY WHITEFORD, TAYLOR & PRESTON LLP AS COUNSEL TO THE

OFFICIAL COMMITTEE OF UNSECURED CREDITORS

I, Greg Wolfe, hereby declare (the “Declaration”) pursuant to 28 U.S.C. § 1746, that the

following statements are true and correct, to the best of my knowledge and belief, after due

inquiry as described herein.

1. I am a member of the Official Committee of Unsecured Creditors of Debtors

Hartshorne Holdings, LLC, et al., (the “Committee”) in the above-referenced chapter 11 case. I

serve as Chair of the Committee. In conjunction with the other members of the Committee, I

have oversight over the legal costs associated with the Committee’s professionals. I am

authorized to submit this Declaration in support of the Application to Retain and Employ

Whiteford, Taylor & Preston LLP (“WTP”) as Counsel to the Official Committee of Unsecured

Creditors of Debtors Hartshorne Holdings, LLC, et al.

2. When interviewing proposed counsel for the Committee and during

deliberations thereafter, I took measures to ensure that counsel’s billing rates and material

terms for the engagement were comparable to the billing rates and terms for other non-



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bankruptcy engagements and comparable to other comparably skilled professionals. I also

discussed the delegation of work among the Committee’s professionals to minimize and

avoid duplication.

3. The Committee recognizes that during the course of these chapter 11 cases it is

possible that there may be a number of unforeseen fees and expenses that will need to be

addressed by counsel for the Committee. The Committee will review the invoices that WTP

submits, and understands that counsel’s fees and expenses are subject to approval by the

Bankruptcy Court and review by the Office of the United States Trustee and the Debtors.

I declare under penalty of perjury under the laws of the United States of America that the

foregoing is true and correct.

Executed on: March 25, 2020 __________________________________ Greg Wolfe, Chair Official Committee of Unsecured Creditors of Hartshorne Holdings, LLC, et al. ____________________________________





Debtors.1


ORDER PURSUANT TO SECTION 1103(a) OF THE BANKRUPTCY CODE AUTHORIZING THE EMPLOYMENT

AND RETENTION OF WHITEFORD, TAYLOR & PRESTON LLP AS COUNSEL TO THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS

This matter came before the Court upon the Application to Retain and Employ Whiteford,

Taylor & Preston LLP as Counsel for the Official Committee of Unsecured Creditors Pursuant

to Bankruptcy Code § 1103 filed on March 25, 2020 (Docket No. _____) (the “Application”)2.

The Court, having reviewed (i) the Application, (ii) Verified Statement of Whiteford, Taylor &

Preston, LLP, (“WTP”) attached to the Application as Exhibit A and (iii) Declaration of Greg

Wolfe, attached to the Application as Exhibit B; and it appearing that WTP represents and holds

no interest adverse to the Debtor, its creditors, or its estate in the matters upon which the firm

will be engaged and is disinterested under section 101(14) of the Bankruptcy Code; and the

Court finding that WTP’s employment is necessary and proper, and in the best interest of the

Committee; and the Court having considered any objections to the Application; and the Court

finding that the Application was timely filed and that no further notice of the Application is

1 The Debtors in these chapter 11 cases and the last four digits of each Debtor’s taxpayer identification number are as follows: Hartshorne Holdings, LLC (3948); Hartshorne Mining Group, LLC (0063); Hartshorne Mining, LLC (1941); and Hartshorne Land, LLC (5582). The Debtors’ headquarters are located at 373 Whobry Road, Rumsey, Kentucky 42371 2 Capitalized terms used not otherwise defined herein shall have the meaning ascribed to them in the Application.


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required, upon the record herein after due deliberation thereon, good and sufficient cause exists

for the granting of the relief as set forth herein. Therefore, it is hereby ORDERED as follows:

1. The Application is GRANTED.

2. The Committee is authorized to retain and employ WTP as counsel in the Chapter

11 cases, effective as of March 11, 2020, pursuant to section 1103 of the Bankruptcy Code.

WTP is authorized to perform any and all legal services as requested by the Committee.

3. WTP will (a) charge for its legal services on an hourly basis, and (b) seek

reimbursement of actual and necessary out-of-pocket expenses in accordance with terms set forth

in the Application. WTP will maintain detailed, contemporaneous records of time and any actual

and necessary expenses incurred in connection with the rendering of the legal services described

above by category and nature of the services rendered and any future orders of this Court.

4. WTP shall apply to the Court for payment of compensation and reimbursement of

expenses in accordance with applicable provisions of the Bankruptcy Code, the Bankruptcy

Rules, the Local Rules of this Court and pursuant to any additional procedures that may be

established by the Court in these cases.

5. The Court retains jurisdiction with respect to all matters arising from or related to

the implementation of this Order.

Tendered by: WHITEFORD, TAYLOR & PRESTON LLP /s/ Michael J. Roeschenthaler (PA Bar No. 87647) 200 First Avenue, Third Floor Pittsburgh, PA 15222 (412) 618-5601 Tel. [email protected] Proposed Counsel for Official Committee of Unsecured Creditors of Hartshorne Holdings, LLC, et al


mailto:[email protected]

Case 20-40133-thf Doc 219 Filed 03/27/20 Entered 03/27/20 ...

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Transcript of Case 20-40133-thf Doc 219 Filed 03/27/20 Entered 03/27/20 ...