Exhibit A Proposed Order

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Exhibit A

Proposed Order

Case 20-30080 Doc 183-1 Filed 03/05/20 Entered 03/05/20 11:01:09 Desc Exhibit A - Proposed Order of 4

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UNITED STATES BANKRUPTCY COURT FOR THE WESTERN DISTRICT OF NORTH CAROLINA

CHARLOTTE DIVISION In re: DBMP LLC,1

Debtor.

Chapter 11

Case No. 20-30080 (JCW)

[PROPOSED] ORDER APPROVING THE APPLICATION OF THE OFFICIAL COMMITTEE OF ASBESTOS PERSONAL INJURY CLAIMANTS FOR AN ORDER

AUTHORIZING IT TO RETAIN AND EMPLOY ROBINSON & COLE, LLP AND CAPLIN & DRYSDALE, CHARTERED AS COUNSEL, EFFECTIVE

AS OF FEBRUARY 14, 2020

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

Claimants of DBMP LLC (the “Committee”) for entry of an order (this “Order”) authorizing the

Committee to retain and employ Robinson & Cole, LLP and Caplin & Drysdale, Chartered (the

“Committee Counsel”) as its counsel in connection with the Chapter 11 Case of DBMP LLC (the

“Debtor”); it appearing that this Court has jurisdiction to consider the Application pursuant to 28

U.S.C. §§ 157 and 1334; and it appearing that venue of this Chapter 11 Case and the Application

in this district is proper pursuant to 28 U.S.C. §§ 1408 and 1409; and it appearing that this matter

1 The last four digits of the Debtor’s taxpayer identification number are 8817. The Debtor’s address is 20 Moores Road, Malvern, Pennsylvania 19355. 2 Any capitalized term not defined herein shall have the meaning ascribed to it as set forth in the Application.


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is a core proceeding pursuant to 28 U.S.C. § 157(b); and upon the Ramsey Declaration and the

McMillan Declaration; and this Court being satisfied based on the representations made in the

Application, and the Ramsey Declaration and the McMillan Declaration that (a) each Committee

Counsel is a “disinterested person” within the meaning of section 101(14) of the Bankruptcy

Code, (b) neither Committee Counsel represents any person or entity having an interest adverse

to the Committee in connection with this Chapter 11 Case, (c) neither Committee Counsel holds

or represents an interest adverse to the interests of the Debtor’s estate with respect to matters on

which the Committee Counsel is employed, (d) neither Committee Counsel has any connection

to the Debtor, its creditors, or any other party in interest except as disclosed in the Application,

the Ramsey Declaration, or the McMillan Declaration, and (e) the retention and employment of

the Committee Counsel as counsel to the Committee, is reasonable, necessary, and appropriate

and is in the best interests of the Committee; and this Court having found that notice of the

Application was sufficient under the circumstances, and that, except as otherwise ordered herein,

no other or further notice is necessary; and after due deliberation thereon; and good and

sufficient cause appearing therefor;

IT IS HEREBY ORDERED THAT:

1. The Application is GRANTED as set forth herein.

2. In accordance with Bankruptcy Code sections 328(a) and 1103(a), Bankruptcy

Rule 2014, and Local Bankruptcy Rules 2014-1 and 2016-1, the Committee is hereby authorized

to employ and retain the Committee Counsel as its counsel in the above-captioned Chapter 11

Case on the terms and conditions set forth in the Application and the Ramsey Declaration and the

McMillan Declaration.


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3. The Committee Counsel are authorized to render the professional services set forth

in the Application and the Ramsey Declaration and the McMillan Declaration.

4. The Committee Counsel shall use their reasonable efforts to avoid any duplication

of services provided by any of the Committee’s other retained professionals in this Chapter 11

Case.

5. Each of the Committee Counsel shall separately apply for compensation for

professional services rendered and reimbursement of expenses incurred in connection with such

firm’s work as the Committee Counsel for representation of the Committee in the Debtor’s

Chapter 11 Case in compliance with sections 330 and 331 of the Bankruptcy Code and applicable

provisions of the Bankruptcy Rules, the Local Rules, the Compensation Guidelines issued by this

Court, the Interim Compensation Order, and any other applicable procedures and orders of the

Court.

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

7. The Committee and the Committee Counsel are authorized to take all actions

necessary to effectuate the relief granted pursuant to this Order.

8. To the extent the Application or the Ramsey Declaration or the McMillan

Declaration is inconsistent with the terms of this Order, the terms of this Order shall govern.

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

Order and the Application.

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


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Exhibit B

Ramsey Declaration

Case 20-30080 Doc 183-2 Filed 03/05/20 Entered 03/05/20 11:01:09 Desc Exhibit B - Declaration of Natalie D. Ramsey Page 1 of 21

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Debtor.

Chapter 11

Case No. 20-30080 (JCW)

DECLARATION OF NATALIE D. RAMSEY IN SUPPORT OF THE APPLICATION OF

THE OFFICIAL COMMITTEE OF ASBESTOS PERSONAL INJURY CLAIMANTS FOR AN ORDER AUTHORIZING IT TO RETAIN AND EMPLOY ROBINSON &

COLE, LLP AND CAPLIN & DRYSDALE, CHARTERED AS COUNSEL, EFFECTIVE AS OF FEBRUARY 14, 2020

Natalie D. Ramsey hereby makes this Declaration pursuant to 28 U.S.C. § 1746 and

states:

1. I am an attorney admitted to practice in the States of Delaware and New York, and

the Commonwealth of Pennsylvania, and a partner of the firm of Robinson & Cole, LLP

(“Robinson+Cole”). I submit this Declaration on behalf of Robinson+Cole in connection with

the Application of the Official Committee of Asbestos Claimants for an Order Authorizing it to

Retain and Employ Robinson & Cole, LLP and Caplin & Drysdale, Chartered as Counsel,

Effective as of February 14, 2020 (the “Application”). 2 Unless otherwise stated in this

Declaration, I have personal knowledge of the facts hereinafter set forth. To the extent that any

information disclosed herein requires amendment or modification upon Robinson+Cole’s

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

supplement to this Declaration will be submitted to the Court.



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Robinson+Cole’s Qualifications

2. Robinson+Cole is well qualified to serve as part of the Committee’s Committee

Counsel in the Chapter 11 Case. The attorneys at Robinson+Cole have substantial experience in

bankruptcy cases, including bankruptcies involving asbestos committees, complex corporate

transactions, and complex litigation. In addition, Robinson+Cole has the ability to respond quickly

to emergency hearings and other emergency matters in this Court and its appearance before this

Court for the applications, motions, and other matters in this Chapter 11 Case will be efficient and

cost-effective for the Debtor’s estates.

3. Robinson+Cole has extensive experience in numerous other chapter 11 bankruptcy

cases including In re Imerys Talc America, Inc., Case No. 19-10289 (D. Del.); In re Bestwall, LLC,

Case No. 17-31795 (W.D.N.C.); In re Specialty Prods. Holding Corp. et al., Case No. 10-11780

(Bankr. D. Del.); In re United Gilsonite Labs., Case No. 11-02030 (Bankr. M.D. Pa.); In re Tronox

Incorporated, et al., Case No. 09-10156 (Bankr. S.D.N.Y.); In re Leslie Controls, Inc., Case No.

10-12199-CSS (Bankr. D. Del.); In re Offshore Specialty Fabricators, LLC, Case No. 17-35623

(Bankr. S.D. Tex.); In re BPS US Holdings Inc., et al., Case No. 16-12373 (Bankr. D. Del.); In re

Energy Future Holdings Corp., et al., Case No. 14-10979 (Bankr. D. Del.); In re O.W. Bunker

Holding North America Inc., et al., Case No. 14-51720 (Bankr. D. Conn.); In re Reichhold

Holdings US, Inc., et al., Case No. 14-12237 (Bankr. D. Del.); In re TH Props., L.P., Case No. 09-

13201 (Bankr. E.D. Pa); In re Toisa Ltd., Case No. 17-10184 (Bankr. S.D.N.Y.); In re Nutraquest,

Inc., Case No. 03-44147 (Bankr. D.N.J.); In re Combustion Eng’g, Inc., Case No. 03-10495

(Bankr. D. Del.).

4. Robinson+Cole also currently represents certain advisory committees of asbestos

settlement trusts created for the benefit of asbestos claimants pursuant to the plans confirmed in


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several bankruptcies. These include the Leslie Controls, Inc. Personal Injury Trust, the United

Gilsonite Laboratories Personal Injury Trust, the Maremont Asbestos Personal Injury Trust, the

Bondex Asbestos Personal Injury Trust, and the NMBFiL, Inc. Asbestos Personal Injury Trust.

Services to be Provided by Robinson+Cole

5. Robinson+Cole will provide advice to the Committee consistent with its direction

and any order issued by the Bankruptcy Court. Specifically, Robinson+Cole will act as part of the

Committee Counsel that will provide the following professional services to the Committee:

a. assisting and advising the Committee in evaluating the Debtor’s chapter 11 filing;

b. assisting and advising the Committee in its discussions with the Debtor, the future claims representative, and other parties-in-interest regarding the overall administration of this Chapter 11 Case;

c. assisting and advising the Committee in its examination and analysis of the conduct of the Debtor’s affairs;

d. analyzing, advising and representing the Committee with regard to any causes of action belonging to the Debtor’s estate, including, without limitation, reviewing and investigating pre-petition transactions in which the Debtor and/or its insiders were involved;

e. assisting, advising, and representing the Committee in analyzing and investigating the acts, conduct, assets, liabilities, corporate structure, and financial condition of the Debtor, including, without limitation, the Debtor’s financial disclosures and related matters, the Debtor’s operations, and any other matters relevant to this case;

f. reviewing and analyzing pleadings, orders, schedules, and other documents filed and to be filed with this Court by interested parties in this case; advising the Committee as to the necessity, propriety, and impact of the foregoing upon this case; and responding, including consenting or objecting, to pleadings or orders on behalf of the Committee, as appropriate;

g. assisting the Committee in preparing such applications, motions, memoranda, proposed orders, and other pleadings as may be required in support of positions taken by the Committee, including all trial preparation as may be necessary;


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h. representing the Committee at hearings to be held before this Court and communicating with the Committee regarding the matters heard and the issues raised as well as the decisions and considerations of this Court, including without limitation, any estimation hearing and related hearings;

i. conferring with the professionals retained by the Debtor, the future claims representative, and other parties-in-interest, as well as with such other professionals as may be selected and employed by the Committee;

j. coordinating the receipt and dissemination of information prepared by and received from the Debtor’s professionals, as well as such information as may be received from professionals engaged by the future claims representative, the Committee, or other parties-in-interest in this case;

k. participating in such examinations of the Debtor and other witnesses as may be necessary in connection with this Chapter 11 Case;

l. negotiating and formulating any plan of reorganization and section 524(g) personal injury trust for the Debtor that may be proposed in this case; and

m. assisting the Committee generally in performing such other services as may be desirable or required for the discharge of the Committee’s duties pursuant to section 1103 of the Bankruptcy Code.

6. Subject to this Court’s approval of the Application, Robinson+Cole is willing to

serve as the Committee’s co-counsel and to perform the services described above.

7. Robinson+Cole is committed to minimizing duplication of services in order to,

among other things, manage professional costs. To that end, Robinson+Cole is prepared to work

closely with its proposed co-counsel and any other professionals engaged by the Committee to

ensure that there is no unnecessary duplication of effort or cost.

Robinson+Cole’s Compensation

8. Robinson+Cole will apply to the Court for compensation for professional services

rendered and reimbursement of expenses incurred in accordance with Bankruptcy Code Sections

330 and 331, and applicable provisions of the Bankruptcy Rules, the Local Rules, the

Compensation Guidelines issued by this Court, the Interim Compensation Order, and any other

applicable procedures and orders of the Court.


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9. Robinson+Cole will be compensated at its standard hourly rates for matters of this

nature, which are based on the professional’s level of experience. At present, the standard hourly

rates charged by Robinson+Cole are in the following ranges:

Partners $430-$960 per hour Of Counsel $360-$610 per hour Associates $250-$570 per hour Paralegals $190-$380 per hour

10. Other attorneys and paralegals will render services to the Committee as needed.

The hourly rates set forth above are Robinson+Cole’s standard hourly rates for work of this nature.

These rates are set at a level designed to compensate fairly Robinson+Cole for the work of its

attorneys and paralegals and to cover fixed and routine overhead expenses. Robinson+Cole’s

hourly rates are subject to periodic adjustment in accordance with established billing practices and

procedures. The names, positions, and current hourly rates for those Robinson+Cole professionals

currently expected to spend significant time on this Chapter 11 Case are attached as Schedule 3.

11. Robinson+Cole’s policy is to charge its clients in all areas of practice for all other

expenses incurred in connection with the client’s case. The expenses charged to clients include,

among other things, telephone and telecopier (outgoing only) toll and other charges, mail and

express mail charges, special or hand delivery charges, photocopying charges, printing and

scanning charges, charges for mailing supplies (including, without limitation, envelopes and

labels) provided by Robinson+Cole to outside copying services for use in mass mailings, travel

expenses, after-hours taxi, Uber, and Lyft expenses, expenses for working meals or overtime/after-

hours meals, computerized research charges, transcription costs, as well as non-ordinary overhead

expenses such as secretarial and other overtime. Robinson+Cole will charge for these expenses in


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a manner and at rates consistent with charges made generally to Robinson+Cole’s other clients

and the Local Rules.

12. The fees and expense reimbursement provisions described above are consistent

with normal and customary billing practices for cases of this size and complexity that require the

level and scope of services outlined. Robinson+Cole also believes that the foregoing

compensation arrangements are both reasonable and market-based.

13. Robinson+Cole will maintain detailed records of fees and expenses incurred in

connection with the rendering of the legal services described herein, in accordance with applicable

rules and guidelines.

Robinson+Cole’s Connections in this Case

14. In connection with the Committee’s proposed retention of Robinson+Cole, an

extensive review of Robinson+Cole’s connections (as such term is used in Bankruptcy Rule

2014(a)) with the Debtor, its creditors, affiliated entities, other parties-in-interest, and their

respective attorneys and/or accountants (collectively, the “Case Parties”) was conducted. For the

purpose of compiling the list of Case Parties, Robinson+Cole utilized the interest party listing

utilized by the Debtor’s professionals in connection with their retention applications filed in this

Chapter11 Case.

15. Attached hereto as Schedule 1 is a list of the Case Parties that were checked against

a database containing Robinson+Cole’s “connections.” For the purpose of this Chapter 11 Case,

only potential connections that existed as of February 1, 2018 through the date hereof were

checked. These connections were then reviewed to identify any relationship that would need to

be disclosed in accordance with Bankruptcy Rule 2014.


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16. A copy of the relevant results of Robinson+Cole’s conflict check is attached hereto

as Schedule 2.

17. Robinson+Cole maintains and systematically updates its conflict check system in

the regular course of its business and it is the regular practice of Robinson+Cole to make and

maintain these records. The conflict system maintained by Robinson+Cole is designed to include

(a) every active matter on which Robinson+Cole is engaged, (b) every closed matter on which

Robinson+Cole has been engaged since at least 2002,3 (c) the entity by which it is now or has been

engaged, (d) the identity of related parties, (e) the identity of adverse parties, and (f) the attorney

at Robinson+Cole that is knowledgeable about the matter. It is the policy of Robinson+Cole that

no new matter may be accepted or opened within the firm without completing and submitting to

those charged with maintaining the conflict check system the information necessary to check each

such matter for conflicts, including the identity of the prospective client, the matter, and the related

and adverse parties. Accordingly, the database maintained on the system is updated for every new

matter undertaken by Robinson+Cole. The scope of the system is a function of the completeness

and accuracy of the information submitted by the attorney opening a new matter.

18. Prior to being selected by the Committee to serve as counsel, Robinson+Cole

represented twelve personal injury claimants who are clients of the law firms of Maune Raichle

Hartley French & Mudd, LLC, SWMW Law, LLC, Bergman Draper Oslund Udo; Paul, Reich &

Meyers; The Shepard Law Firm, Dean Omar Branham Shirley LLP; Shrader & Associates, L.L.P.,

Clint Law, and Wallace & Graham in this Chapter 11 Case for limited purposes which terminated

upon the Committee’s appointment. Robinson+Cole did not and will not request or receive any

3 In 2002 Robinson & Cole migrated its conflicts system to a new platform (the “2002 System”). On information and belief, the new platform incorporated historical searches and clients. However, Declarant has not been able to obtain an explanation of how the historical reporting was incorporated into the 2002 System.


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compensation or reimbursement of expenses for this former representation. Maune Raichle

Hartley French & Mudd, LLC, SWMW Law, LLC, The Shepard Law Firm, and Shrader &

Associates, L.L.P., represent clients appointed to the Committee; the remaining firms represent

clients who were not appointed to the Committee.

19. To the best of my knowledge after diligent inquiry, neither Robinson+Cole, nor any

of its partners, senior counsel, of counsel, or associates has had or presently has any “connection”

(as such term is used in Bankruptcy Rule 2014(a)) with the Debtor, its creditors, members, or any

other party-in-interest, or its respective attorneys, accountants, the Bankruptcy Administrator, or

any person employed by the United States Bankruptcy Court for the Western District of North

Carolina, except to the extent set forth herein and on Schedule 2. Notwithstanding any

“connection” set forth on Schedule 2 and except as set forth herein, to the best of my knowledge,

any “connection” of Robinson+Cole to the identified entities are limited to matters unrelated to

the Debtors.

20. Robinson+Cole has been involved in a number of unrelated cases with various

professionals involved in this Chapter 11 Case, both in adverse and non-adverse roles.

21. Robinson+Cole may have in the past represented or opposed, may currently

represent or oppose, and may in the future represent or oppose, in matters wholly unrelated to the

Debtor’s pending Chapter 11 Case, entities that are claimants of the Debtor or other parties-in-

interest (or service providers thereto) in this Chapter 11 Case. Robinson+Cole has not and will

not represent any of the entities listed above (or their affiliates) in matters related to the Chapter

11 Case.

22. Based on information provided by those most knowledgeable at Robinson+Cole, I

do not believe that any single matter is a major engagement that would involve either the billing


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of fees in excess of one half of one percent (.5%) of Robinson+Cole’s annual fees billed, or that,

in the aggregate for any affiliated group of entities, exceeds one percent (1%) of Robinson+Cole’s

annual fees billed. Robinson+Cole will not represent any of the foregoing claimants or any party

in interest in any facet of the Debtor’s bankruptcy cases.

23. No promise has been received by Robinson+Cole, or by any partner or associate

thereof, as to compensation in connection with this case other than in accordance with the

provisions of the Bankruptcy Code and the Bankruptcy Rules. Robinson+Cole has no agreement

with any other entity to share with such entity any compensation received by Robinson+Cole.

24. Robinson+Cole will file appropriate supplemental disclosure(s) with the Court to

the extent that additional information concerning any connection is developed.

25. To the best of my knowledge, information, and belief, Robinson+Cole is a

disinterested person, and does not hold or represent an interest adverse to the Debtor’s estate, with

respect to the matters for which Robinson+Cole is to be employed as required by Bankruptcy Code

Section 328(c).

I certify under penalty of perjury under the laws of the United States that, to the best of

my knowledge and after reasonable inquiry, the foregoing is true and correct.

Dated: March 5, 2020 /s/ Natalie D. Ramsey Natalie D. Ramsey (admitted pro hac vice) ROBINSON & COLE, LLP 1201 N. Market Street, Suite 1406 Wilmington, DE 19801 Telephone: (302) 516-1700 Facsimile: (302) 516-1699 [email protected]


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SCHEDULE 1

List of Persons and Entities Against Which Robinson+Cole

Has Searched for “Connections”

Debtor

DBMP LLC Direct Equity Owner of Debtor

CertainTeed Holding Corporation Debtor’s Direct Non-Debtor Subsidiary

Millwork & Panel LLC Managers and Officers of the Debtor D. Lawrence Rayburn Donald J. Melroy Joseph N. Bondi Michael T. Starczewski Robert J. Panaro Sean R. Knapp Vincent F. DiNenna, III Other Non-Debtor Affiliates Bayside Port Corporation, Inc. Bird Incorporated Carborundum Ceramic Holdings, Inc. Carborundum Ventures, Inc. CertainTeed Canada, Inc. CertainTeed Ceilings Corporation CertainTeed Gypsum and Ceiling Mfg., Inc. CertainTeed Gypsum Mfg, Inc. CertainTeed Gypsum NC, Inc. CertainTeed Gypsum West Virginia, Inc. CertainTeed Gypsum, Inc. CertainTeed Holding Corporation CertainTeed LLC CertainTeed Gypsum and Ceilings USA, Inc. Compagnie de Saint-Gobain CT Solar Fund I LLC CTKC Corporation Fluorocarbon Components, Inc. Grindwell Norton Ltd. GS II, Inc.

HCS Corporation Level Solar Fund IV LLC MAG-ISOVER K.K. New West Gypsum Recycling, Inc. Norton Foreign Affiliates Holding Corporation OFI GP Inc. OFI L.P. Ottawa Fibre GP Inc Ottawa Fibre L.P. P.T. Saint-Gobain Abrasives Indonesia Phoenix Coating Resources, Inc. Redcliff Fibre L.P. Sage Electrochromics, Inc. Saint-Gobain (SEA) PTE, Ltd Saint-Gobain Abrasives, Inc. Saint-Gobain Abrasives. Ltd. Saint-Gobain Abrasivos S.A. de C.V. Saint-Gobain Adfors America, Inc. Saint-Gobain Advanced Ceramics, LLC


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Saint-Gobain Building Distribution Ltd. Saint-Gobain Canada, Inc. Saint-Gobain Ceramic Materials Pvt. Ltd. Saint-Gobain Ceramics & Plastics, Inc. Saint-Gobain Corporation Saint-Gobain Corporation Foundation Saint-Gobain Delaware Corporation Saint-Gobain Finance Corporation Saint-Gobain Glass Corporation Saint-Gobain HyComp LLC Saint-Gobain India Foundation Saint-Gobain India Pvt. Ltd. Saint-Gobain Insurance Ltd. Saint-Gobain Interior Building Distribution Company Saint-Gobain KK Saint-Gobain Materiaux de Construction S.A.S. Saint-Gobain Merit, S.De R.L. De C.V. Saint-Gobain Performance Plastics (Hangzhou) Co., Ltd. Saint-Gobain Performance Plastics Corporation Saint-Gobain Receivables Corporation Saint-Gobain Research India Pvt. Ltd. Saint-Gobain Shared Services Corporation Saint-Gobain Solar Gard Australia Pty. Ltd. Saint-Gobain Solar Gard, LLC Saint-Gobain TM KK

Sepco Corporation Societe de Participations Financieres et Industrielles The Grid Company GP, Inc. The Grid Company Limited Partnership The Grid Company, LLC Tillsonburg Fibre L.P. Vertec SAS Vetrotech Saint-Gobain North America, Inc. VIB L.P. Western Mining and Minerals, Inc. Zenpure Americas, Inc. Zenpure Corporation Z-Tech, LLC


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Major Current Business Affiliations of Debtor’s Managers

Millwork & Panel LLC Pennsylvania Association of Notaries Royersford Outreach (d/b/a Open Door Ministries) Tampa Chapter of the American Constitution Society Vinyl Siding Institute Depository and Disbursement Banks

Bank of America, N.A. J.P. Morgan Chase Parties to Material Contracts, Unexpired Leases and License Agreements with the Debtor

CertainTeed LLC CT Corp. PACE Claim Services PrincetonClaims Services Saint-Gobain Corporation Saint-Gobain Shared Services Corporation Significant Co-Defendants in Asbestos-Related Litigation 3M Company A.O. Smith Corporation Carborundum Company CBS Corporation Crane Company Foster Wheeler Energy Corporation General Electric Company Honeywell International Inc. Industrial Holdings Inc. Ingersoll Rand Company JM Manufacturing Company Inc. Metropolitan Life Insurance Company Union Carbide Corporation Westinghouse Electric Corporation Debtor’s Retained Professionals and Claims Agent

Bates White LLC Epiq Corporate Restructuring, LLC Jones Day Robinson, Bradshaw & Hinson, P.A. Schiff Hardin LLP


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Debtor’s Significant Ordinary Course Professionals, Consultants and Service Providers

Caruso Smith Edell Picini P.C. Cetrulo LLP Darger Errante Yavitz & Blau LLP DeHay & Elliston LLP Dentons LLP Deutsch Kerrigan LLP Foley & Lardner LLP Gordon Thomas Honeywell LLP Harvey Kruse Hawkins & Parnell Heyl Royster Kalinoski & Chaplinsky Maron & Marvel Miles & Stockbridge Paine Tarwater Bickers & Tillman LLP Polsinelli LLP Swartz Campbell LLC Vorys Sater Seymour & Pease LLP Wilbraham Lawler & Buba Wilson Elser Moskowitz Edelman & Dicker LLP Known Professionals for Certain Non-Debtor Parties in Interest

Goodwin Procter LLP Rayburn Cooper & Durham Major Suppliers of Goods and Services

CertainTeed LLC Saint-Gobain Corporation Saint-Gobain Shared Services Corporation Law Firms on the Debtor’s List of the Top 24 Law Firms with the Most Significant Representations of Asbestos Claimants [Dkt. 1] Creditors Listed on the Debtor’s Master Creditors List [Dkt. No. 52] Members of the Official Committee of Asbestos Personal Injury Claimants and Their Counsel

Theresa V. Germont, c/o Cohen, Placitella & Roth, P.C. Robin S. Wierenga, c/o Cooney & Conway Earl F. Powell, c/o Goldberg Persky White, P.C. Patsy Diehl (as the Special Administrator for the Estate of Carl Diehl), c/o The Gori Law Firm Cindy Burch, c/o Kazan, McClain, Satterly & Greenwood PLC Kurt Henningsen, c/o Law Offices of Peter G. Angelos, P.C. Jimmy Reich, c/o Maune Raichle Hartley French & Mudd, LLC


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James Hunt, c/o Shepard Law Francisco Galaviz, c/o Shrader & Associates, L.L.P. Michael Nuzzolese, c/o Weitz & Luxenberg, P.C. Wendy Roberts, spouse of Colin Roberts, deceased, c/o SWMW Law, LLC Additional Counsel to the ACC

Robinson & Cole LLP Major Sureties

Travelers Casualty and Surety Company of America Bankruptcy Administrator’s Office for the Western District of North Carolina

Shelley K. Abel Alexandria Kenny Anne Whitley David Shepherd Katrina Adams Sarah Scholz Bankruptcy Judges for the Western District of North Carolina

Judge George Hodges (Charlotte) Judge J. Craig Whitley (Charlotte) Judge Laura T. Beyer (Charlotte) Ad Hoc Committee of Certainteed Creditors

Yolanda Fernandez-Arreola Michael Nuzzolese Earl F. Powell Robin Wierenga


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SCHEDULE 2

Results of Robinson+Cole’s Search for “Connections” Against the List Provided in Exhibit A

Person/Entity Identified Connection

Aschraft & Gerel, LLP Aschraft & Gerel has represented or currently represents one or more members of committees of creditors that engaged Robinson+Cole as committee counsel in other bankruptcy cases.

Bank of America Bank of America was or is an asserted party in interest in one or more bankruptcies in which Robinson+Cole served or serves as counsel for the committee of creditors. Robinson+Cole represents Bank of America in matters unrelated to this case.

Baron & Budd, P.C. Baron & Budd has represented or currently represents one or more members of committees of creditors that engaged Robinson+Cole as committee counsel in other bankruptcy cases. Furthermore, one or more attorneys of Baron & Budd are members of one or more trust advisory committees (“TACs”) that have engaged Robinson+Cole as counsel.

Belluck & Fox, LLP Belluck & Fox has represented or currently represents one or more members of committees of creditors that engaged Robinson+Cole as committee counsel in other bankruptcy cases. Furthermore, one or more attorneys of Belluck & Fox are members of one or more TACs that have engaged Robinson+Cole as counsel.

Bergman, Draper, Oslund, Udo The Bergman firm has represented or currently represents one or more members of committees of creditors that engaged Robinson+Cole as committee counsel in other bankruptcy cases. Furthermore, one or more attorneys of the Bergman firm are members of one or more TACs that have engaged Robinson+Cole as counsel. In addition, Robinson+Cole represents or has represented the Cooney & Conway firm and/or one or more of its clients in one or more unrelated matters.

Brayton Purcell LLP Brayton Purcell has represented or currently represents one or more members of committees of creditors that engaged Robinson+Cole as committee counsel in other bankruptcy cases. Furthermore, one or more attorneys of the Brayton Purcell firm are members of one or more TACs that have engaged Robinson+Cole as counsel.

Brent Coon & Associates One or more attorneys of the Brent Coon firm are members of one or more TACs that have engaged Robinson+Cole as counsel.


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Person/Entity Identified Connection Cohen, Placitella & Roth, P.C. The Cohen Placitella firm represents a member of the Official

Committee of Asbestos Personal Injury Claimants (“Committee”).

Cooney & Conway Cooney & Conway represents a member of the Committee. Cooney & Conway has represented or currently represents one or more members of creditor committees that engaged Robinson+Cole as committee counsel in other bankruptcy cases. Furthermore, one or more attorneys of Cooney & Conway are members of one or more TACs that have engaged Robinson+Cole as counsel. In addition, Robinson+Cole represents or has represented the Cooney & Conway firm and/or one or more of its clients in one or more unrelated matters.

Dean Omar Branham Shirley LLP

Robinson+Cole represents or has represented the Dean Omar Branham firm and/or one or more of its clients in one or more unrelated matters.

Early, Lucarelli, Sweeney & Meisenkothen

The Early Lucarelli firm has represented or currently represents one or more members of committees of creditors that engaged Robinson+Cole as committee counsel in other bankruptcy cases. Furthermore, one or more attorneys of the Early Lucarelli firm are members of one or more TACs that have engaged Robinson+Cole as counsel.

The Ferraro Law Firm/Kelley & Ferraro, LLP

The Ferraro Law Firm has represented or currently represents one or more members of committees of creditors that engaged Robinson+Cole as committee counsel in other bankruptcy cases. Furthermore, one or more attorneys of the Ferraro Law Firm are members of one or more TACs that have engaged Robinson+Cole as counsel.

The Flint Law Firm Robinson+Cole represents or has represented the Flint Law firm and/or one or more of its clients in one or more unrelated matters.

General Electric Company General Electric Company was or is an asserted party in interest in one or more bankruptcies in which Robinson+Cole served or serves as counsel for the committee of creditors. Robinson+Cole represents General Electric Company in matters unrelated to this case.

Goldberg, Persky & White, P.C.

The Goldberg Persky firm represents a member of the Committee. The Goldberg Persky firm has represented or currently represents one or more members of committees of creditors that engaged Robinson+Cole as committee counsel in other bankruptcy cases. Furthermore, one or more attorneys of the Goldberg Persky firm are members of one or more TACs that have engaged Robinson+Cole as counsel.


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Person/Entity Identified Connection The Gori Law Firm The Gori Law Firm represents a member of the Committee. The

Gori Law Firm has represented or currently represents one or more members of creditor committees that engaged Robinson+Cole as committee counsel in other bankruptcy cases. Furthermore, one or more attorneys of the Gori Law Firm are members of one or more TACs that have engaged Robinson+Cole as counsel.

J.P. Morgan Chase J.P. Morgan Chase was or is an asserted party in interest in one or more bankruptcies in which Robinson+Cole served or serves as counsel for the committee of creditors.

Kazan, McClain, Satterly & Greenwood PLC

The Kazan firm represents a member of the Committee. The Kazan firm has represented or currently represents one or more members of creditor committees that engaged Robinson+Cole as committee counsel in other bankruptcy cases. Furthermore, one or more attorneys of the Kazan firm are members of one or more TACs that have engaged Robinson+Cole as counsel. In addition, Robinson+Cole represents or has represented the Kazan firm and/or one or more of its clients in one or more unrelated matters.

The Lanier Law Firm PLLC The Lanier firm has represented or currently represents one or more members of creditor committees that engaged Robinson+Cole as committee counsel in other bankruptcy cases. Furthermore, one or more attorneys of the Lanier firm are members of one or more TACs that have engaged Robinson+Cole as counsel.

Law Office of Peter G. Angelos, P.C.

The Angelos firm represents a member of the Committee. The Angelos firm has represented or currently represents one or more members of creditor committees that engaged Robinson+Cole as committee counsel in other bankruptcy cases. Furthermore, one or more attorneys of the Angelos firm are members of one or more TACs that have engaged Robinson+Cole as counsel.

Levy Konigsberg LLP Levy Konigsberg has represented or currently represents one or more members of creditor committees that engaged Robinson+Cole as committee counsel in other bankruptcy cases. Furthermore, one or more attorneys of Levy Konigsberg are members of one or more TACs that have engaged Robinson+Cole as counsel.

Lipsitz Ponterio LLC Lipsitz Ponterio has represented or currently represents one or more members of committees of creditors that engaged Robinson+Cole as committee counsel in other bankruptcy cases. Furthermore, one or more attorneys of Lipsitz Ponterio are members of one or more TACs that have engaged Robinson+Cole as counsel.


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Person/Entity Identified Connection MetLife Robinson+Cole represents or represented MetLife in an unrelated

matter.

Motley Rice LLC Motley Rice has represented or currently represents one or more members of committees of creditors that engaged Robinson+Cole as committee counsel in other bankruptcy cases. Furthermore, one or more attorneys of Motley Rice are members of one or more TACs that have engaged Robinson+Cole as counsel.

MRHFM Law Firm The MRHFM Law Firm represents a member of the Committee. The MRHFM Law Firm has represented or currently represents one or more members of committees of creditors that engaged Robinson+Cole as committee counsel in other bankruptcy cases.

The Nemeroff Law Firm Robinson+Cole represents or has represented The Nemeroff Law Firm and/or one or more of its clients in one or more unrelated matters.

The O’Brien Law Firm, P.C. The O’Brien Law Firm has represented or currently represents one or more members of committees of creditors that engaged Robinson+Cole as committee counsel in other bankruptcy cases.

Ruckdeschel Law Firm LLC Ruckdeschel has represented or currently represents one or more members of one or more TACs that have engaged Robinson+Cole as counsel.

The Shepard Law Firm The Shepard Law Firm represents a member of the Committee. Shepard Law has represented or currently represents one or more members of committees of creditors that engaged Robinson+Cole as committee counsel in other bankruptcy cases.

Shrader & Associates LLP The Shrader firm represents a member of the Committee. The Shrader firm has represented or currently represents one or more members of committees of creditors that engaged Robinson+Cole as committee counsel in other bankruptcy cases.

Simmons Hanly Conroy LLC The Simmons firm has represented or currently represents one or more members of committees of creditors that engaged Robinson+Cole as committee counsel in other bankruptcy cases. Furthermore, one or more attorneys of the Simmons firm are members of one or more TACs that have engaged Robinson+Cole as counsel.

Simon Greenstone Panatier, PC

Simon Greenstone has represented or currently represents one or more members of committees of creditors that engaged Robinson+Cole as committee counsel in other bankruptcy cases.

SWMW Law, LLC SWMW Law represents a member of the Committee. SWMW Law has represented or currently represents one or more members of committees of creditors that engaged Robinson+Cole as committee counsel in other bankruptcy cases.


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Person/Entity Identified Connection Travelers Casualty and Surety Company of America

Travelers Casualty and Surety Company of America was or is an asserted party in interest in one or more bankruptcies in which Robinson+Cole served or serves as counsel for the committee of creditors. Robinson+Cole represents Travelers in matters unrelated to this bankruptcy case.

Waters Kraus & Paul, LLP Waters Kraus has represented or currently represents one or more members of committees of creditors that engaged Robinson+Cole as committee counsel in other bankruptcy cases. Furthermore, one or more attorneys of Waters Kraus are members of one or more TACs that have engaged Robinson+Cole as counsel.

Weitz & Luxenberg, P.C. Weitz & Luxenberg represents a member of the Committee. Weitz & Luxenberg has represented or currently represents one or more members of committees of creditors that engaged Robinson+Cole as committee counsel in other bankruptcy cases. Furthermore, one or more attorneys of Weitz & Luxenberg are members of one or more TACs that have engaged Robinson+Cole as counsel.


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SCHEDULE 3

Nonexclusive List of Certain Robinson+Cole Professionals and Their Current Hourly Rates

Name Position Billing Rate in Effect as of

the Petition Date

Natalie D. Ramsey Partner $960.00

Davis Lee Wright Partner $730.00

Mark A. Fink Partner $765.00

Patrick M. Birney Partner $625.00

Jamie L. Edmonson Partner $840.00

Joseph L. Clasen Partner $850.00

Brian J. Wheelin Partner $630.00

Ian Clarke-Fisher Partner $600.00

Matthew J. Guanci, Jr. Partner $680.00

Taylor A. Shea Of Counsel $510.00

Katherine M. Fix Associate $570.00

Sandra Marin Lautier Associate $350.00

Janet Kljyan Associate $320.00

Ian Densmore Paralegal $275.00

Liana Shaw Paralegal $380.00


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Exhibit C

McMillan Declaration

Case 20-30080 Doc 183-3 Filed 03/05/20 Entered 03/05/20 11:01:09 Desc Exhibit C - Declaration of Ann C. McMillan Page 1 of 21

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UNITED STATES BANKRUPTCY COURT WESTERN DISTRICT OF NORTH CAROLINA

CHARLOTTE DIVISION

In re DBMP LLC,1 Debtor.

: : : : : : :

Chapter 11 Case No. 20-30080 (JCW) (Jointly Administered)

DECLARATION OF ANN C. McMILLAN IN SUPPORT OF THE APPLICATION

OF THE OFFICIAL COMMITTEE OF ASBESTOS PERSONAL INJURY CLAIMANTS FOR AN ORDER AUTHORIZING IT TO RETAIN AND EMPLOY

ROBINSON & COLE, LLP AND CAPLIN & DRYSDALE, CHARTERED AS COUNSEL, EFFECTIVE AS OF FEBRUARY 14, 2020

Ann C. McMillan, pursuant to 28 U.S.C. § 1746, declares as follows:

1. I am a member of Caplin & Drysdale, Chartered (“Caplin & Drysdale”), and

authorized to make this declaration on its behalf. I am a member in good standing of the bar of

the District of Columbia. Caplin & Drysdale maintains its offices at 600 Lexington Avenue, 21st

Floor, New York, New York 10022, and One Thomas Circle, N.W., Suite 1100, Washington, D.C.

20005. Other attorneys at Caplin & Drysdale are duly admitted to practice law in the District of

Columbia, New York, or both.

2. By the Application of the Official Committee of Asbestos Claimants for an Order

Authorizing it to Retain and Employ Robinson & Cole, LLP and Caplin & Drysdale, Chartered as

Counsel, Effective as of February 14, 2020 (the “Application”), the Official Committee of

Asbestos Personal Injury Claimants appointed in the above-titled case (the “Committee”) seeks

court approval, pursuant to §§ 105, 328, and 1103 of the Bankruptcy Code, Rule 2014 of the

Federal Rules of Bankruptcy Procedure, and W.D.N.C. Bankr. Local Rules 2014-1 and 2016-1, to

1 The last four digits of the Debtor’s taxpayer identification number are 8817. The Debtor’s address is 20 Moores Road, Malvern, Pennsylvania 19355.


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employ and retain Caplin & Drysdale as the co-counsel to the Committee in connection with the

Debtor’s chapter 11 case (the “Chapter 11 Case”). I submit this declaration in support of the

Application.

QUALIFICATIONS OF PROFESSIONALS

3. The professionals at Caplin & Drysdale have substantial experience in bankruptcy

cases, including bankruptcies involving mass tort liability, insolvency, corporate reorganization,

debtor-creditor, and commercial law, and have participated in numerous proceedings before

numerous bankruptcy courts. Caplin & Drysdale represents or has represented official committees

of asbestos claimants in bankruptcies in this Court and in other jurisdictions including New Jersey,

Pennsylvania, California, New York, Ohio, and Pennsylvania.

4. Among the chapter 11 cases in which Caplin & Drysdale represents or has

represented statutory committees of asbestos creditors are those of Johns-Manville Corporation;

ACandS, Inc.; Armstrong World Industries, Inc.; Babcock & Wilcox Company; Burns & Roe

Enterprises, Inc.; Combustion Engineering, Inc.; Congoleum Corporation; Durabla Manufacturing

Company and Durabla Canada Ltd.; Duro Dyne Corporation; The Fairbanks Company; Federal-

Mogul Global, Inc.; The Flintkote Company and Flintkote Mines, Ltd.; Garlock Sealing

Technologies LLC; Geo. V. Hamilton, Inc.; G-I Holdings Inc.; Global Industrial Technologies,

Inc.; Kaiser Aluminum Corporation; Kaiser-Gypsum Corporation; Metex Mfg. Corporation (f/k/a

Kentile Floors, Inc.); Motors Liquidation Company (f/k/a General Motors Corporation); North

American Refractories Company; Owens Corning Corporation; Paddock Enterprises, LLC;

Pittsburgh Corning Corporation; Plant Insulation Company; Quigley Company, Inc.; Rapid-

American Corporation; Raytech Corporation; Thorpe Insulation Company; Sepco Corporation;

United States Gypsum Corporation; Western MacArthur Company (a/k/a Western Asbestos);

W.R. Grace & Co.; and Yarway Corporation.


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5. Caplin & Drysdale also currently represents certain advisory committees of

asbestos settlement trusts created for the benefit of asbestos claimants pursuant to the plans of

reorganization confirmed in several bankruptcies. These include the ACandS Asbestos Settlement

Trust Advisory Committee; the PI Trust Advisory Committee of the Armstrong World Industries,

Inc. Asbestos Personal Injury Settlement Trust; the ASARCO Asbestos Personal Injury Settlement

Trust Advisory Committee; the Babcock & Wilcox Company Asbestos PI Trust Advisory

Committee; the Burns and Roe Asbestos PI Settlement Trust Advisory Committee; the Celotex

Asbestos Settlement Trust Advisory Committee; the Congoleum Plan Trust Advisory Committee;

the DII Industries, LLC Asbestos PI Trust Advisory Committee; the Durabla Manufacturing

Company and Durabla Canada Ltd. Asbestos Trust Advisory Committee; the Federal-Mogul

Asbestos Personal Injury Trust Advisory Committee; the Flintkote Asbestos Trust Advisory

Committee; the Geo. V. Hamilton, Inc. Asbestos Trust Advisory Committee; the G-I Holdings Inc.

Asbestos Personal Injury Settlement Trust Advisory Committee; the GST Settlement Facility

Claimant Advisory Committee; the Kaiser Aluminum & Chemical Corporation Asbestos PI Trust

Advisory Committee; the Trust Advisory Committee of the Keene Creditors Trust; the Selected

Counsel for the Beneficiaries of the Manville Personal Injury Settlement Trust; the Metex Asbestos

PI Trust Advisory Committee; the Motors Liquidation Company Asbestos PI Trust Advisory

Committee; the North American Refractories Company Asbestos Trust Advisory Committee; the

Owens Corning/Fibreboard PI Trust Advisory Committee; the Pittsburgh Corning Corporation

Trust Advisory Committee; the Quigley Company, Inc. Asbestos PI Trust Advisory Committee;

the United States Gypsum PI Trust Advisory Committee; the United States Mineral Products

Company Personal Injury Asbestos Trust Advisory Committee; the WRG Asbestos PI Trust

Advisory Committee; and the Yarway Trust Advisory Committee.


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SERVICES TO BE RENDERED

6. It is anticipated that this representation will include, but should not be limited to,

the following areas:










j. coordinating the receipt and dissemination of information prepared by and received from the Debtor’s professionals, as well as such information as may


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be received from professionals engaged by the future claims representative, the Committee, or other parties-in-interest in this case;




7. Subject to this Court’s approval of the Application, Caplin & Drysdale is willing to


8. Caplin & Drysdale is committed to minimizing duplication of services in order to,

among other things, manage professional costs. To that end, Caplin & Drysdale is prepared to

work closely with its proposed co-counsel and any other professionals engaged by the Committee

to ensure that there is no unnecessary duplication of effort or cost.

CONNECTIONS AND DISINTERESTEDNESS OF PROFESSIONALS

9. To ascertain Caplin & Drysdale’s “connections,” as that term is used in Federal

Rule of Bankruptcy Procedure 2014, with the Debtor and other parties-in-interest, certain of my

colleagues and I reviewed the list of interested parties and professionals that is annexed hereto as

Exhibit A. Additionally, Caplin & Drysdale’s records were searched electronically, using the

names of the persons identified on Exhibit A hereto. Exhibit B, annexed hereto, contains a listing

of connections found from this search and review. In verifying the connections disclosed in

Exhibit B hereto and in the statements that follow, I have relied upon the professionals at Caplin

& Drysdale and the investigation they have undertaken to compile the information upon which

such disclosures are based.


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10. Following the Petition Date, Caplin & Drysdale was retained by Michael

Nuzzolese, Yolanda Fernandez-Arreola (individually and as successor-in-interest to Luis Felipe

Fernandez), Earl F. Powell, and Robin Wierenga (in her capacity as Special Administrator of the

Estate of Bruce Wierenga)—each the holder of an asbestos claim against the Debtor, to represent

them in the bankruptcy and related proceedings until such time as the Committee was formed.

That representation terminated upon the Committee’s formation. Caplin & Drysdale did not and

will not request or receive any compensation or reimbursement of expenses for this former

representation.

11. Other than as set forth above or in Exhibit B hereto, to the best of my knowledge

and information after due inquiry, neither Caplin & Drysdale nor any of its attorneys has any

connection with the Debtor, its creditors, members, or any other party-in-interest, or their respective

attorneys, accountants, the Bankruptcy Administrator, or the Judges for the United States

Bankruptcy Court for the Western District of North Carolina, in any matters related to the Debtor

or its estate. Caplin & Drysdale will supplement this declaration if it becomes aware of any other

relationships that require disclosure in this case.

12. Neither I, Caplin & Drysdale, nor any of its attorneys, insofar as I have been able

to ascertain after the computerized search described above:

(a) is a creditor, equity security holder, or insider of the Debtor;

(b) is or was, within two years before the filing of the petition, a director,

officer, or employee of the Debtor; or

(c) has an interest materially adverse to the interest of the estate 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 Debtor or any other reason.


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13. Based on the above, to the best of my knowledge and information after due inquiry,

Caplin & Drysdale is a “disinterested person” within the meaning of Bankruptcy Code § 101(14)

and pursuant to Bankruptcy Code § 328(c).

14. The proposed employment of Caplin & Drysdale is not prohibited by or improper

under Rule 5002 of the Federal Rules of Bankruptcy Procedure. Caplin & Drysdale and its

professionals are qualified to represent the Committee in the matters for which the firm is proposed

to be employed.

PROFESSIONAL COMPENSATION

15. Subject to this Court’s approval, Caplin & Drysdale will charge for its legal services

on an hourly basis in accordance with its ordinary and customary hourly rates in effect on the date

services are rendered. Caplin & Drysdale will maintain detailed, contemporaneous records of time

and any actual and necessary expenses incurred in connection with the rendering of our legal

services in this case by category and nature of the services rendered. The 2020 hourly rates of the

Caplin & Drysdale attorneys and professionals who are expected to serve the Committee are as

follows2:

Table 1.

Professional Position 2020 Hourly Rate

Ann C. McMillan Member $880

Kevin C. Maclay Member $845

Leslie M. Kelleher Member $830

Jeffrey A. Liesemer Member $795

James P. Wehner Member $795

Todd E. Phillips Member $695

Jeanna M. Rickards Koski Of Counsel $575

Kevin M. Davis Of Counsel $560

Nathaniel R. Miller Associate $395

2 Hourly rates are adjustable on an annual basis.


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Katelin E. Cox Associate $380

George M. O’Connor Associate $355

Cecilia Guerrero Paralegal $340

Brigette Wolverton Paralegal $295

16. The foregoing list of Caplin & Drysdale professionals is not exclusive, and other

professionals at Caplin & Drysdale may perform services for the Committee. Generally, as of

January 1, 2020, Caplin & Drysdale’s hourly rates are within the following ranges:

Table 2.

Professional 2020 Hourly Rate

Members and Senior Counsel $540 - $1,470

Of Counsel $515 - $1,120

Associates $325 - $535

Paralegals $295 - $340

17. In addition to the hourly rates, it is Caplin & Drysdale’s policy to charge its clients

in all areas of practice for the expenses incurred in connection with the client’s case. The expenses

charged to clients include, among other things, telephone and telecopier (outgoing only) toll and

other charges, mail and express mail charges, special or hand delivery charges, photocopying

charges, printing and scanning charges, charges for mailing supplies (including, without limitation,

envelopes and labels) provided by Caplin & Drysdale to outside copying services for use in mass

mailings, travel expenses, after-hours taxi/Uber/Lyft expenses, expenses for working meals or

overtime/after-hours meals, computerized research charges, and transcription costs, as well as non-

ordinary overhead expenses such as secretarial and other overtime. Caplin & Drysdale will charge

the Debtor’s estate for expenses incurred by Caplin & Drysdale on behalf of the Committee in a

manner and at rates consistent with charges made generally to Caplin & Drysdale’s other clients

and in a manner consistent with the local bankruptcy rules and orders of this Court.


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18. Caplin & Drysdale intends to apply to the Court for payment of its fees and

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

the Federal Rules of Bankruptcy Procedure, and the local rules and orders of this Court, and

pursuant to any additional procedures that may be established by the Court in this case.

19. No promises have been received by Caplin & Drysdale or any member of the firm

as to compensation in connection with this case. Caplin & Drysdale has no agreement with any

other entity to share with such entity any compensation received by Caplin & Drysdale in

connection with this case.

I declare under penalty of perjury that the facts and statements set forth above are either (i)

within my personal knowledge and are true and correct, or (ii) based upon information supplied to

me by others, including certain professionals at Caplin & Drysdale, and as such are true and correct

to the best of my knowledge, information, and belief.

EXECUTED this 5th day of March, 2020. /s/ Ann C. McMillan Ann C. McMillan


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EXHIBIT A

List of Persons and Entities Against Which Caplin & Drysdale, Chtd.,


Debtor



Millwork & Panel LLC Managers and Officers of the Debtor D. Lawrence Rayburn Donald J. Melroy Joseph N. Bondi Michael T. Starczewski

Robert J. Panaro Sean R. Knapp Vincent F. DiNenna, III

Other Non-Debtor Affiliates Bayside Port Corporation, Inc. Bird Incorporated Carborundum Ceramic Holdings, Inc. Carborundum Ventures, Inc. CertainTeed Canada, Inc. CertainTeed Ceilings Corporation CertainTeed Gypsum and Ceiling Mfg., Inc. CertainTeed Gypsum Mfg, Inc. CertainTeed Gypsum NC, Inc. CertainTeed Gypsum West Virginia, Inc. CertainTeed Gypsum, Inc. CertainTeed Holding Corporation CertainTeed LLC CertainTeed Gypsum and Ceilings USA, Inc. Compagnie de Saint-Gobain CT Solar Fund I LLC CTKC Corporation Fluorocarbon Components, Inc. Grindwell Norton Ltd. GS II, Inc. HCS Corporation Level Solar Fund IV LLC MAG-ISOVER K.K. New West Gypsum Recycling, Inc.

Norton Foreign Affiliates Holding Corporation OFI GP Inc. OFI L.P. Ottawa Fibre GP Inc Ottawa Fibre L.P. P.T. Saint-Gobain Abrasives Indonesia Phoenix Coating Resources, Inc. Redcliff Fibre L.P. Sage Electrochromics, Inc. Saint-Gobain (SEA) PTE, Ltd Saint-Gobain Abrasives, Inc. Saint-Gobain Abrasives. Ltd. Saint-Gobain Abrasivos S.A. de C.V. Saint-Gobain Adfors America, Inc. Saint-Gobain Advanced Ceramics, LLC Saint-Gobain Building Distribution Ltd. Saint-Gobain Canada, Inc. Saint-Gobain Ceramic Materials Pvt. Ltd. Saint-Gobain Ceramics & Plastics, Inc. Saint-Gobain Corporation Saint-Gobain Corporation Foundation Saint-Gobain Delaware Corporation Saint-Gobain Finance Corporation


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Saint-Gobain Glass Corporation Saint-Gobain HyComp LLC Saint-Gobain India Foundation Saint-Gobain India Pvt. Ltd. Saint-Gobain Insurance Ltd. Saint-Gobain Interior Building Distribution Company Saint-Gobain KK Saint-Gobain Materiaux de Construction S.A.S. Saint-Gobain Merit, S.De R.L. De C.V. Saint-Gobain Performance Plastics (Hangzhou) Co., Ltd. Saint-Gobain Performance Plastics Corporation Saint-Gobain Receivables Corporation Saint-Gobain Research India Pvt. Ltd. Saint-Gobain Shared Services Corporation

Saint-Gobain Solar Gard Australia Pty. Ltd. Saint-Gobain Solar Gard, LLC Saint-Gobain TM KK Sepco Corporation Societe de Participations Financieres et Industrielles The Grid Company GP, Inc. The Grid Company Limited Partnership The Grid Company, LLC Tillsonburg Fibre L.P. Vertec SAS Vetrotech Saint-Gobain North America, Inc. VIB L.P. Western Mining and Minerals, Inc. Zenpure Americas, Inc. Zenpure Corporation Z-Tech, LLC




CertainTeed LLC CT Corp. PACE Claim Services PrincetonClaims Services Saint-Gobain Corporation Saint-Gobain Shared Services Corporation Significant Co-Defendants in Asbestos-Related Litigation 3M Company A.O. Smith Corporation Carborundum Company CBS Corporation Crane Company Foster Wheeler Energy Corporation

General Electric Company Honeywell International Inc. Industrial Holdings Inc. Ingersoll Rand Company JM Manufacturing Company Inc. Metropolitan Life Insurance Company


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Union Carbide Corporation Westinghouse Electric Corporation Debtor’s Retained Professionals and Claims Agent

Bates White LLC Epiq Corporate Restructuring, LLC Jones Day Robinson, Bradshaw & Hinson, P.A. Schiff Hardin LLP Debtor’s Significant Ordinary Course Professionals, Consultants and Service Providers

Caruso Smith Edell Picini P.C. Cetrulo LLP Darger Errante Yavitz & Blau LLP DeHay & Elliston LLP Dentons LLP Deutsch Kerrigan LLP Foley & Lardner LLP Gordon Thomas Honeywell LLP Harvey Kruse Hawkins & Parnell Heyl Royster

Kalinoski & Chaplinsky Maron & Marvel Miles & Stockbridge Paine Tarwater Bickers & Tillman LLP Polsinelli LLP Swartz Campbell LLC Vorys Sater Seymour & Pease LLP Wilbraham Lawler & Buba Wilson Elser Moskowitz Edelman & Dicker LLP

Known Professionals for Certain Non-Debtor Parties in Interest



Theresa V. Germont, c/o Cohen, Placitella & Roth, P.C. Robin S. Wierenga, c/o Cooney & Conway Earl F. Powell, c/o Goldberg Persky White, P.C. Patsy Diehl (as the Special Administrator for the Estate of Carl Diehl), c/o The Gori Law Firm Cindy Burch, c/o Kazan, McClain, Satterly & Greenwood PLC Kurt Henningsen, c/o Law Offices of Peter G. Angelos, P.C.


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Jimmy Reich, c/o Maune Raichle Hartley French & Mudd, LLC James Hunt, c/o Shepard Law Francisco Galaviz, c/o Shrader & Associates, L.L.P. Michael Nuzzolese, c/o Weitz & Luxenberg, P.C. Wendy Roberts, spouse of Colin Roberts, deceased, c/o SWMW Law, LLC Additional Counsel to the ACC







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EXHIBIT B

Results of Caplin & Drysdale’s Search for “Connections” Against the List Provided in Exhibit A

Person/Entity Identified Connection Antion McGee Law Group, PLLC

Caplin & Drysdale represents or represented the Antion McGee firm or its clients in an unrelated matter.

Bank of America Bank of America was or is an asserted party in interest in one or more bankruptcies in which Caplin & Drysdale served or serves as counsel for the committee of creditors.

Baron & Budd, P.C. Baron & Budd has represented or currently represents one or more members of committees of creditors that engaged Caplin & Drysdale as committee counsel in other bankruptcy cases. Furthermore, one or more attorneys of Baron & Budd are members of one or more trust advisory committees (“TACs”) that have engaged Caplin & Drysdale as counsel. Caplin & Drysdale represents or has represented Baron & Budd and/or one or more of its clients in one or more unrelated matters.

Bates White LLC Bates White has served or is serving as a professional to debtors or other parties in interest in other bankruptcies in which Caplin & Drysdale has served or is serving as committee counsel.

Belluck & Fox, LLP Belluck & Fox has represented or currently represents one or more members of committees of creditors that engaged Caplin & Drysdale as committee counsel in other bankruptcy cases. Furthermore, one or more attorneys of Belluck & Fox are members of one or more TACs that have engaged Caplin & Drysdale as counsel.

Bergman, Draper, Oslund, Udo The Bergman firm has represented or currently represents one or more members of committees of creditors that engaged Caplin & Drysdale as committee counsel in other bankruptcy cases. Furthermore, one or more attorneys of the Bergman firm are members of one or more TACs that have engaged Caplin & Drysdale as counsel. Caplin & Drysdale is co-counsel with the Bergman firm in one or more unrelated matters.

Bevan & Associates LPA, Inc. The Bevan firm has represented or currently represents one or more members of committees of creditors that engaged Caplin & Drysdale as committee counsel in other bankruptcy cases. Furthermore, one or more attorneys of the Bevan firm are members of one or more TACs that have engaged Caplin & Drysdale as counsel.


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Person/Entity Identified Connection Brayton Purcell LLP Brayton Purcell has represented or currently represents one or

more members of committees of creditors that engaged Caplin & Drysdale as committee counsel in other bankruptcy cases. Furthermore, one or more attorneys of the Brayton Purcell firm are members of one or more TACs that have engaged Caplin & Drysdale as counsel.

Brent Coon & Associates Brent Coon & Associates has represented or currently represents one or more members of committees of creditors that engaged Caplin & Drysdale as committee counsel in other bankruptcy cases.

Cohen, Placitella & Roth, P.C. The Cohen Placitella firm represents a member of the Official Committee of Asbestos Personal Injury Claimants (“Committee”).

Cooney & Conway Cooney & Conway represents a member of the Committee. Cooney & Conway has represented or currently represents one or more members of creditor committees that engaged Caplin & Drysdale as committee counsel in other bankruptcy cases. Furthermore, one or more attorneys of Cooney & Conway are members of one or more TACs that have engaged Caplin & Drysdale as counsel. In addition, Caplin & Drysdale represents or has represented the Cooney & Conway firm and/or one or more of its clients in one or more unrelated matters.

Dentons LLP Caplin & Drysdale is co-counsel with Dentons in one or more unrelated matters.


The Early Lucarelli firm has represented or currently represents one or more members of committees of creditors that engaged Caplin & Drysdale as committee counsel in other bankruptcy cases. Furthermore, one or more attorneys of the Early Lucarelli firm are members of one or more TACs that have engaged Caplin & Drysdale as counsel. In addition, Caplin & Drysdale represents or has represented the Early Lucarelli firm and/or one or more of its clients in one or more unrelated matters.

Epiq Corporate Restructuring LLC

Epiq Corporate Restructuring LLC served or is serving as a professional in other bankruptcies in which Caplin & Drysdale was or is counsel to one or more creditors or a committee of creditors.

Yolanda Fernandez-Arreola Yolanda Fernandez-Arreola was a member of the ad hoc committee of creditors who engaged Caplin & Drysdale to represent their interests in the DBMP bankruptcy until such time as a committee was appointed (the “Ad Hoc Committee of Certainteed Creditors”).


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Person/Entity Identified Connection The Ferraro Law Firm/Kelley & Ferraro, LLP

The Ferraro Law Firm has represented or currently represents one or more members of committees of creditors that engaged Caplin & Drysdale as committee counsel in other bankruptcy cases. Furthermore, one or more attorneys of the Ferraro Law Firm are members of one or more TACs that have engaged Caplin & Drysdale as counsel.


The Goldberg Persky firm represents a member of the Committee. The Goldberg Persky firm has represented or currently represents one or more members of committees of creditors that engaged Caplin & Drysdale as committee counsel in other bankruptcy cases. Furthermore, one or more attorneys of the Goldberg Persky firm are members of one or more TACs that have engaged Caplin & Drysdale as counsel. In addition, Caplin & Drysdale represents or has represented the Goldberg Persky firm and/or one or more of its clients in one or more unrelated matters. Caplin & Drysdale is co-counsel with the Goldberg Persky firm in one or more unrelated matters.

The Gori Law Firm The Gori Law Firm represents a member of the Committee. The Gori Law Firm has represented or currently represents one or more members of creditor committees that engaged Caplin & Drysdale as committee counsel in other bankruptcy cases. Furthermore, one or more attorneys of the Gori Law Firm are members of one or more TACs that have engaged Caplin & Drysdale as counsel. In addition, Caplin & Drysdale represents or has represented the Gori Law Firm and/or one or more of its clients in one or more unrelated matters.

Honeywell International, Inc. Caplin & Drysdale represents or has represented one or more clients adverse to Honeywell in unrelated matters.

Jacobs & Crumplar, PA The Jacobs firm has represented or currently represents one or more members of committees of creditors that engaged Caplin & Drysdale as committee counsel in other bankruptcy cases.

Jones Day Jones Day served or is serving as a professional in other bankruptcies in which Caplin & Drysdale was or is counsel to the committee of creditors. Caplin & Drysdale is or was co-counsel with Jones Day in one or more unrelated matters.


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Person/Entity Identified Connection Kazan, McClain, Satterly & Greenwood PLC

The Kazan firm represents a member of the Committee. The Kazan firm has represented or currently represents one or more members of creditor committees that engaged Caplin & Drysdale as committee counsel in other bankruptcy cases. Furthermore, one or more attorneys of the Kazan firm are members of one or more TACs that have engaged Caplin & Drysdale as counsel. In addition, Caplin & Drysdale represents or has represented the Kazan firm and/or one or more of its clients in one or more unrelated matters.

The Lanier Law Firm PLLC The Lanier firm has represented or currently represents one or more members of creditor committees that engaged Caplin & Drysdale as committee counsel in other bankruptcy cases. Furthermore, one or more attorneys of the Lanier firm are members of one or more TACs that have engaged Caplin & Drysdale as counsel.


The Angelos firm represents a member of the Committee. The Angelos firm has represented or currently represents one or more members of creditor committees that engaged Caplin & Drysdale as committee counsel in other bankruptcy cases. Furthermore, one or more attorneys of the Angelos firm are members of one or more TACs that have engaged Caplin & Drysdale as counsel.

Law Office of Peter T. Nicholl The Law Office of Peter T. Nicholl has represented or currently represents one or more members of creditor committees that engaged Caplin & Drysdale as committee counsel in other bankruptcy cases.

Levy Konigsberg LLP Levy Konigsberg has represented or currently represents one or more members of creditor committees that engaged Caplin & Drysdale as committee counsel in other bankruptcy cases. Furthermore, one or more attorneys of Levy Konigsberg are members of one or more TACs that have engaged Caplin & Drysdale as counsel.

Martzell & Bickford Martzell & Bickford has represented or currently represents one or more members of creditor committees that engaged Caplin & Drysdale as committee counsel in other bankruptcy cases.

MetLife Caplin & Drysdale represents or represented MetLife in an unrelated matter.


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Person/Entity Identified Connection Motley Rice LLC Motley Rice has represented or currently represents one or more

members of committees of creditors that engaged Caplin & Drysdale as committee counsel in other bankruptcy cases. Furthermore, one or more attorneys of Motley Rice are members of one or more TACs that have engaged Caplin & Drysdale as counsel. Caplin & Drysdale represents or has represented Motley Rice and/or one or more of its clients in one or more unrelated matters.

MRHFM Law Firm The MRHFM Law Firm represents a member of the Committee. The MRHFM Law Firm has represented or currently represents one or more members of committees of creditors that engaged Caplin & Drysdale as committee counsel in other bankruptcy cases.

The Nemeroff Law Firm Caplin & Drysdale represents or has represented The Nemeroff Law Firm and/or one or more of its clients in one or more unrelated matters.

Michael Nuzzolese Michael Nuzzolese was a member of the Ad Hoc Committee of Certainteed Creditors.

The O’Brien Law Firm, P.C. The O’Brien Law Firm has represented or currently represents one or more members of committees of creditors that engaged Caplin & Drysdale as committee counsel in other bankruptcy cases.

Patten, Wornom, Hatten & Diamonstein, L.C.

The Patten Wornom firm has represented or currently represents one or more members of committees of creditors that engaged Caplin & Drysdale as committee counsel in other bankruptcy cases.

Earl F. Powell Earl F. Powell was a member of the Ad Hoc Committee of Certainteed Creditors.

Provost Umphrey Law Firm LLP

The Provost Umphrey firm has represented or currently represents one or more members of committees of creditors that engaged Caplin & Drysdale as committee counsel in other bankruptcy cases. Furthermore, one or more attorneys of The Provost Umphrey firm are members of one or more TACs that have engaged Caplin & Drysdale as counsel.

Reaud Morgan Quinn, Inc. Reaud Morgan Quinn has represented or currently represents one or more members of committees of creditors that engaged Caplin & Drysdale as committee counsel in other bankruptcy cases. Furthermore, one or more attorneys of Reaud Morgan Quinn are members of one or more TACs that have engaged Caplin & Drysdale as counsel.


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Person/Entity Identified Connection Rose Klein & Marias, LLP Rose Klein & Marias has represented or currently represents one

or more members of committees of creditors that engaged Caplin & Drysdale as committee counsel in other bankruptcy cases. Furthermore, one or more attorneys of Rose Klein & Marias are members of one or more TACs that have engaged Caplin & Drysdale as counsel.

Saint-Gobain Saint-Gobain is an affiliate of a debtor in an unrelated bankruptcy in which Caplin & Drysdale represents the committee of creditors.

Savinis, Kane, & Gallucci, L.L.C.

The Savinis firm has represented or currently represents one or more members of committees of creditors that engaged Caplin & Drysdale as committee counsel in other bankruptcy cases. Caplin & Drysdale represents or has represented the Savinis firm and/or one or more of its clients in one or more unrelated matters. Caplin & Drysdale is co-counsel with the Savinis firm in one or more unrelated matters.

Sepco Corporation Caplin & Drysdale represents the committee of creditors in the bankruptcy of Sepco Corporation.

The Shepard Law Firm The Shepard Law Firm represents a member of the Committee.

Shrader & Associates LLP The Shrader firm represents a member of the Committee. The Shrader firm has represented or currently represents one or more members of committees of creditors that engaged Caplin & Drysdale as committee counsel in other bankruptcy cases.

Silber Pearlman LLP Silber Pearlman has represented one or more members of committees of creditors that engaged Caplin & Drysdale as committee counsel in other bankruptcy cases.

Simmons Hanly Conroy LLC The Simmons firm has represented or currently represents one or more members of committees of creditors that engaged Caplin & Drysdale as committee counsel in other bankruptcy cases. Furthermore, one or more attorneys of the Simmons firm are members of one or more TACs that have engaged Caplin & Drysdale as counsel. In addition, Caplin & Drysdale represents or has represented the Simmons firm and/or one or more of its clients in one or more unrelated matters.

SWMW Law, LLC SWMW Law represents a member of the Committee. SWMW Law has represented or currently represents one or more members of committees of creditors that engaged Caplin & Drysdale as committee counsel in other bankruptcy cases.

Travelers Casualty and Surety Company of America

Travelers Casualty and Surety Company of America was or is an asserted party in interest in one or more bankruptcies in which Caplin & Drysdale served or serves as counsel for the committee of creditors.


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Person/Entity Identified Connection Waters Kraus & Paul, LLP Waters Kraus has represented or currently represents one or more

members of committees of creditors that engaged Caplin & Drysdale as committee counsel in other bankruptcy cases. Furthermore, one or more attorneys of Waters Kraus are members of one or more TACs that have engaged Caplin & Drysdale as counsel.

Weitz & Luxenberg, P.C. Weitz & Luxenberg represents a member of the Committee. Weitz & Luxenberg has represented or currently represents one or more members of committees of creditors that engaged Caplin & Drysdale as committee counsel in other bankruptcy cases. Furthermore, one or more attorneys of Weitz & Luxenberg are members of one or more TACs that have engaged Caplin & Drysdale as counsel. In addition, Caplin & Drysdale represents or has represented Weitz & Luxenberg and/or one or more of its clients in one or more unrelated matters.

Judge J. Craig Whitley Caplin & Drysdale represents a creditors committee in a pending bankruptcy before Judge Whitley.

Robin Wierenga Robin Wierenga was a member of the Ad Hoc Committee of Certainteed Creditors.

Wilentz Goldman Spitzer, P.A. Wilentz Goldman Spitzer, P.A. has represented or currently represents one or more members of committees of creditors that engaged Caplin & Drysdale as committee counsel in other bankruptcy cases. Furthermore, one or more attorneys of Wilentz Goldman Spitzer, P.A. are members of one or more TACs that have engaged Caplin & Drysdale as counsel.


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Debtor.

Chapter 11

Case No. 20-30080 (JCW)

NOTICE OF HEARING

PLEASE TAKE NOTICE that The Official Committee of Asbestos Personal Injury

Claimants appointed on February 13, 2020 (the “Appointment Date”), in the above-captioned chapter 11 case of DBMP, LLC (the “Debtor”), has filed an Application of The Official Committee of Asbestos Personal Injury Claimants for an Order Authorizing it to Retain and Employ Robinson & Cole, LLP and Caplin & Drysdale, Chartered as Counsel, Effective as of February 14, 2020 (the "Application").

PLEASE TAKE FURTHER NOTICE that your rights may be affected by this Application. You should read the Application carefully and discuss it with your attorney. If you do not have an attorney, you may wish to consult with one.

PLEASE TAKE FURTHER NOTICE that, pursuant to Fed. R. Bankr. P. 8006, written

responses, if any, must be filed on or before March 23, 2020 (the “Response Deadline”), in order to be considered. If you do not want the Court to grant the relief requested in the Motion, or if you oppose it in any way, you MUST:

1. File a formal, written response with the Bankruptcy Court at:

Clerk, United States Bankruptcy Court Charles Jonas Federal Building 401 West Trade Street Charlotte, North Carolina 28234-4189

2. Serve a copy of your response on all parties in interest, including:

a) U.S. Bankruptcy Administrator 402 West Trade Street Charlotte, NC 28202


Case 20-30080 Doc 183-4 Filed 03/05/20 Entered 03/05/20 11:01:09 Desc Noticeof Hearing Page 1 of 2

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b) HAMILTON STEPHENS STEELE + MARTIN, PLLC Glenn C. Thompson 525 North Tryon Street, Suite 1400 Charlotte, North Carolina 28202 c) ROBINSON & COLE LLP

Natalie D. Ramsey Davis Lee Wright 1000 N. West Street, Suite 1200 Wilmington, Delaware 19801

d) CAPLIN & DRYSDALE, CHARTERED Ann C. McMillan

One Thomas Circle NW, Suite 1100 Washington, DC 20005-5802

PLEASE TAKE FURTHER NOTICE that a hearing on the Motion will be held on March

26, 2020 at 9:30 a.m., before the Honorable Judge J. Craig Whitley in the Bankruptcy Courtroom 1-4, 401 West Trade Street, Charlotte, North Carolina.

PLEASE TAKE FURTHER NOTICE that if you or your attorney do not take these steps,

the Court may decide that you do not oppose the relief sought in the Application and may enter an Order granting the relief requested. No further notice of the hearing will be given. Dated: Charlotte, North Carolina March 5, 2020

HAMILTON STEPHENS STEELE + MARTIN, PLLC

/s/ Glenn C. Thompson

Glenn C. Thompson (Bar No. 37221) 525 North Tryon Street, Suite 1400 Charlotte, North Carolina 28202 Telephone: (704) 344-1117 Facsimile: (704) 344-1483 [email protected]


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Debtor.

Chapter 11

Case No. 20-30080 (JCW)

APPLICATION OF THE OFFICIAL COMMITTEE OF ASBESTOS PERSONAL INJURY CLAIMANTS FOR AN ORDER AUTHORIZING IT TO RETAIN AND

EMPLOY ROBINSON & COLE, LLP AND CAPLIN & DRYSDALE, CHARTERED AS COUNSEL, EFFECTIVE AS OF FEBRUARY 14, 2020

The Official Committee of Asbestos Personal Injury Claimants (the “Committee”),

appointed on February 13, 2020 (the “Appointment Date”), in the above-captioned chapter 11 case

of DBMP, LLC (the “Debtor”), hereby submits this application (the “Application”) for entry of an

order, substantially in the form attached hereto as Exhibit A, authorizing the retention and

employment of Robinson & Cole, LLP (“Robinson+Cole”) and Caplin & Drysdale, Chartered

(“Caplin & Drysdale”, and together with Robinson+Cole, the “Committee Counsel”), as counsel

to the Committee effective as of February 14, 2020, pursuant to sections 328(a) and 1103(a) of

Title 11 of the United States Code (the “Bankruptcy Code”), Rules 2014(a) and 2016(b) of the

Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), Rules 2014-1 and 2016-1 of the

Rules of Practice and Procedure of the United States Bankruptcy Court for the Western District of

North Carolina (the “Local Rules”), and consistent with the Guidelines for Compensation and

Expense Reimbursement of Professionals issued by this Court (the “Compensation Guidelines”).

In support of this Application, the Committee submits (i) the declaration of Natalie D. Ramsey


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(the “Ramsey Declaration”) of Robinson+Cole, attached hereto as Exhibit B; and (ii) the

declaration of Ann C. McMillan (the “McMillan Declaration”) of Caplin & Drysdale, attached

hereto as Exhibit C. In further support of this Application, the Committee states as follows:

JURISDICTION

1. The Court has jurisdiction over this Application pursuant to 28 U.S.C. §§ 157 and

1334. Venue for this Application is proper in this District pursuant to 28 U.S.C. §§ 1408 and

1409. This is a core proceeding within the meaning of 28 U.S.C. § 157(b)(2).

2. The statutory bases for the relief sought are Bankruptcy Code Sections 328(a) and

1103(a), Bankruptcy Rule 2014, and Local Rules 2014-1 and 2016-1.

BACKGROUND

3. On January 23, 2020 (the “Petition Date”), the Debtor commenced this proceeding

(the “Chapter 11 Case”) by filing a voluntary petition for relief under the Bankruptcy Code.

4. Pursuant to sections 1107(a) and 1108 of the Bankruptcy Code, the Debtor has

continued as a debtor-in-possession since the Petition Date. No trustee or examiner has been

appointed in this Chapter 11 Case.

5. Also on the Petition Date, the Debtor filed the Motion of the Debtor for an Order

Appointing an Ad Hoc Committee of Asbestos Personal Injury Claimants as the Official

Committee of Asbestos Personal Injury Claimants. [Docket No. 23]. Subsequently, on February

5, 2020, the Bankruptcy Administrator (the “Administrator”) filed the Motion to Appoint Official

Committee of Asbestos Claimants and Response in Opposition to the Motion of the Debtor for an

Order Appointing an Ad Hoc Committee of Asbestos Personal Injury Claimants as the Official

Committee of Asbestos Injury Claimants [Docket No. 96]. Thereafter, several asbestos claimants

of the Debtor filed requests to be added to the committee of asbestos claimants as proposed by

the Bankruptcy Administrator.


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6. At a hearing held on February 13, 2020, the Court appointed the Committee when

it granted the Administrator’s motion and the request of Wendy Roberts (represented by the law

firm of SWMW Law) to be added to the committee proposed by the Bankruptcy Administrator.

On February 14, 2020, this Court entered an Order [Dkt. No. 155], memorializing its decision to

appoint the Committee, which comprises (i) Theresa V. Germont, represented by Christopher M.

Placitella of the law firm Cohen, Placitella & Roth, P.C.; (ii) Robin S. Wierenga, represented by

John D. Cooney of the law firm Cooney & Conway; (iii) Earl F. Powell, represented by Bruce E.

Mattock of the law firm Goldberg Persky White, P.C.; (iv) Patsy Diehl, Special Administrator of

Carl Diehl, represented by Sara Salger of The Gori Law Firm; (v) Cindy Burch, represented by

Steven Kazan of the law firm Kazan, McClain, Satterly & Greenwood PLC; (vi) Kurt Henningsen,

represented by Armand J. Volta, Jr. of the Law Offices of Peter G. Angelos, P.C.; (vii) Jimmy

Reich, represented by Marcus E. Raichle, Jr. and Chris McKean of the law firm Maune Raichle

Hartley French & Mudd, LLC; (viii) James Hunt, represented by Michael Shepard of The Shepard

Law Firm; (ix) Francisco Galaviz, represented by Robert E. Shuttlesworth of the law firm

Schrader & Associates, L.L.P.; (x) Michael Nuzzolese, represented by Lisa Busch of the law firm

Weitz & Luxenberg, P.C.; and (xi) Wendy Roberts, spouse of Colin Roberts, Deceased,

represented by Lauren E. Williams of the law firm SWMW Law, LLC.

7. On February 14, 2020, the Committee selected the Committee Counsel to serve as

its counsel.

RELIEF REQUESTED

8. By this Application, the Committee seeks to employ and retain Robinson+Cole and

Caplin & Drysdale as of the date they were selected, February 14, 2020, to represent the Committee

in this Chapter 11 Case as its counsel. Accordingly, the Committee respectfully requests entry of

an order pursuant to Bankruptcy Code Sections 328(a) and 1103(a), Bankruptcy Rules 2014(a)


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and 2016(b), and Local Rules 2014-1 and 2016-1, in substantially the form attached hereto,

authorizing the Committee to employ and retain the Committee Counsel as its legal counsel in this

Chapter 11 Case.

THE COMMITTEE COUNSEL’S QUALIFICATIONS

9. The Committee has selected the Committee Counsel because of their attorneys’

experience and knowledge in chapter 11 cases, their vast experience and knowledge in chapter 11

cases involving asbestos claims, and because of the absence of any conflict of interest. Both

Robinson+Cole and Caplin & Drysdale have advised the Committee that each may have in the past

represented or opposed, may currently represent or oppose, and may in the future represent or

oppose, in matters wholly unrelated to the Debtor’s pending case, entities that are claimants of the

Debtor or other parties-in-interest (or service providers thereto) in this Chapter 11 Case. Each of

Robinson+Cole and Caplin & Drysdale has not (except as disclosed in the Ramsey Declaration

and the McMillan Declaration) and will not represent any such parties, or any of its affiliates or

subsidiaries, in relation to the Committee, the Debtor, or this Chapter 11 Case.

9. The Committee believes that the Committee Counsel are well qualified to represent

them in this Chapter 11 Case in an efficient manner. The Committee selected the Committee

Counsel as its counsel because the professionals have substantial experience in bankruptcy cases,

including serving as counsel for asbestos committees, in complex corporate transactions, and in

complex litigation. Further, the Committee Counsels’ appearances before this Court for the

applications, motions, and other matters in this Chapter 11 Case will be efficient and cost-effective

for the Debtor’s estates.

10. Namely, Robinson+Cole has extensive experience in numerous other chapter 11

bankruptcy cases including: In re Imerys Talc America, Inc., Case No. 19-10289 (D. Del.); In re


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Bestwall, LLC, Case No. 17-31795 (W.D.N.C.); In re Specialty Prods. Holding Corp. et al., Case

No. 10-11780 (Bankr. D. Del.); In re United Gilsonite Labs., Case No. 11-02030 (Bankr. M.D.

Pa.); In re Tronox Incorporated, et al., Case No. 09-10156 (Bankr. S.D.N.Y.); In re Leslie

Controls, Inc., Case No. 10-12199-CSS (Bankr. D. Del.); In re BPS US Holdings Inc., et al., Case

No. 16-12373 (Bankr. D. Del.); In re Energy Future Holdings Corp., et al., Case No. 14-10979

(Bankr. D. Del.); In re O.W. Bunker Holding North America Inc., et al., Case No. 14-51720

(Bankr. D. Conn.); In re Reichhold Holdings US, Inc., et al., Case No. 14-12237 (Bankr. D. Del.);

In re TH Props., L.P., Case No. 09-13201 (Bankr. E.D. Pa); In re NutraQuest, Inc., Case No. 03-

44147 (Bankr. D.N.J.); and In re Combustion Eng’g, Inc., Case No. 03-10495 (Bankr. D. Del.).






12. Similarly, among the chapter 11 cases in which Caplin & Drysdale represents or

has represented statutory committees of asbestos creditors are those of In re Johns-Manville

Corp., Case No. 82-11656 (Bankr. S.D.N.Y.); In re ACandS, Inc., Case No. 02-12687 (Bankr. D.

Del.); In re Armstrong World Indus., Inc., Case No. 00-4471 (Bankr. D. Del.); In re Babcock &

Wilcox Co., Case No. 00-10992 (E.D.L.A.); In re Burns & Roe Enterprises, Inc., Case No. 00-

41610 (Bankr. D.N.J.); In re Combustion Engineering, Inc., Case No. 03-10495 (Bankr. D. Del.);

In re Congoleum Corp., Case No. 03-51524 (Bankr. D.N.J.); In re Durabla Manufacturing Co.

and Durabla Canada Ltd., No. 09-14415 (Bankr. D. Del.); In re Duro Dyne Corp., Case No. 18-

27963 (Bankr. D.N.J.); In re The Fairbanks Co., Case No. 18-41768 (Bankr. N.D. Ga.); In re


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Federal-Mogul Global, Inc., Case No. 01-10578 (Bankr. D. Del.); In re The Flintkote Co. and

Flintkote Mines, Ltd., Case No. (Bankr.); In re Garlock Sealing Technologies LLC, Case No. 10-

31607 (Bankr. W.D.N.C.); In re Geo. V. Hamilton, Inc., Case No. 15-23704 (Bankr. W.D. Pa.);

In re G-I Holdings Inc., Case No. 01-30135 (Bankr. D.N.J.); In re Global Indus. Technologies,

Inc., Case No.0 2-21626 (Bankr. W.D. Pa.); In re Kaiser Aluminum Corp., Case No. 02-10429

(Bankr. D. Del.); In re Kaiser-Gypsum Corp., Case No. 1 6-31602 (Bankr. W.D.N.C.); In re Metex

Mfg. Corp. (f/k/a Kentile Floors, Inc.), Case No. 12-14554 (Bankr. S.D.N.Y.); In re Motors

Liquidation Co. (f/k/a General Motors Corp.), Case No. 09-50026 (Bankr. S.D.N.Y.); In re N.

American Refractories Co., Case No. 02-20198 (Bankr. W.D. Pa.); In re Owens Corning Corp.,

Case No. 00-03837 (Bankr. D. Del.); In re Paddock Enterprises, LLC, Case No. 20-10028 (Bankr.

D. Del.); In re Pittsburgh Corning Corp., Case No. 00-22876 (Bankr. W.D. Pa.); In re Plant

Insulation Co., Case No. 19-30115 (Bankr. N.D. Cal.); In re Quigley Co., Inc., Case No. 04-15739

(Bankr. S.D.N.Y.); In re Rapid-American Corp., Case No. 13-10687 (Bankr. S.D.N.Y.); In re

Raytech Corporation, Case No. 89-00293 (Bankr. D. Conn.); In re Thorpe Insulation Co., Case

No. :07-20016 (Bankr. C.D. Cal.); In re Sepco Corp., Case No. 16-50058 (Bankr. N.D. Ohio); In

re USG Corp., Case No. 01-2094 (Bankr. D. Del.); In re Western MacArthur Co. (a/k/a Western

Asbestos), Case No. 02-46284 (Bankr. N.D. Cal.); In re W.R. Grace & Co., Case No. 01-01139

(Bankr. D. Del.); and In re Yarway Corp., Case No. 13- 11025 (Bankr. D. Del.).


asbestos settlement trusts created for the benefit of asbestos claimants pursuant to the plans

confirmed in several bankruptcies. These include the ACandS Asbestos Settlement Trust

Advisory Committee; the PI Trust Advisory Committee of the Armstrong World Industries, Inc.

Asbestos Personal Injury Settlement Trust; the ASARCO Asbestos Personal Injury Settlement


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Committee; the Geo. V. Hamilton, Inc. Asbestos Trust Advisory Committee; the G-I Holdings

Inc. Asbestos Personal Injury Settlement Trust Advisory Committee; the GST Settlement Facility



Counsel for the Beneficiaries of the Manville Personal Injury Settlement Trust; the Metex

Asbestos PI Trust Advisory Committee; the Motors Liquidation Company Asbestos PI Trust

Advisory Committee; the North American Refractories Company Asbestos Trust Advisory

Committee; the Owens Corning/Fibreboard PI Trust Advisory Committee; the Pittsburgh Corning

Corporation Trust Advisory Committee; the Quigley Company, Inc. Asbestos PI Trust Advisory

Committee; the United States Gypsum PI Trust Advisory Committee; the United States Mineral

Products Company Personal Injury Asbestos Trust Advisory Committee; the WRG Asbestos PI

Trust Advisory Committee; and the Yarway Trust Advisory Committee.

SERVICES TO BE PROVIDED

14. Subject to the direction of the Committee and further order of this Court, the

professional services to be rendered by the Committee Counsel to the Committee will include the

following:



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15. By separate application, the Committee will seek approval of local counsel in this

Chapter 11 Case. The Committee believes that if this Court approves the employment of the

Committee Counsel, these firms will allocate their delivery of services to the Committee so as to

avoid any unnecessary duplication of services. It is the carefully considered view of the Committee

that, considering the size and complexity of this Chapter 11 Case and the various interests involved,

representation of the Committee by the Committee Counsel is necessary, advisable, and in the best

interests of the Debtor’s estates and the Committee.

COMMITTEE COUNSEL CONNECTIONS IN THIS CASE

16. Under section 1103(a) of the Bankruptcy Code, a statutory committee “with the

court’s approval, . . . may select and authorize the employment . . . of one or more attorneys . . . to

represent or perform services for such committee.” 11 U.S.C. § 1103(a). An attorney employed

by the committee “may not, while employed by such committee, represent any other entity having

an adverse interest in connection with the case.” 11 U.S.C. § 1103(b). But, “[r]epresentation of

one or more creditors of the same class as represented by the committee shall not per se constitute

the representation of an adverse interest.” 11 U.S.C. § 1103(b).

17. Although section 1103 does not require committee professionals to be disinterested

in order to be retained and employed by a committee, section 328(c) of the Bankruptcy Code states

that “the court may deny allowance of compensation for services and reimbursement of expenses

of [such] a professional” if such professional is not a “disinterested person.” Section 101(14) of

the Bankruptcy Code defines “disinterested person” as a person that:

a. is not a creditor, an equity security holder, or an insider;


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b. is not and was not, within 2 years before the date of the filing of the petition, a director, officer, or employee of the debtor; and

c. does not have an interest materially adverse to the interest of the estate 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 debtor, or for any other reason.

11 U.S.C. § 101(14).

18. To the best of the Committee’s knowledge, information and belief, and except as

disclosed herein and in the Ramsey Declaration and the McMillan Declaration, neither the

Committee Counsel nor any of their firms’ partners, senior counsel, of counsel, or associates has

had or presently has any connections with the Debtor, its creditors, members, or any other party-

in-interest, or their respective attorneys, accountants, the Bankruptcy Administrator, or the Judges

for the United States Bankruptcy Court for the Western District of North Carolina, in any matters

related to the Debtor or its estate.

19. The Committee has reviewed the Ramsey Declaration and the McMillan

Declaration, including the “connections” to these cases disclosed therein, as such term is used in

Bankruptcy Rule 2014(a). Notwithstanding anything set forth in the Ramsey Declaration, the

McMillan Declaration, or herein, the Committee believes that each Committee Counsel is a

“disinterested person,” and does not hold or represent an interest adverse to the Debtor’s estate

with respect to the matters for which the Committee Counsel is to be employed, as required by

Bankruptcy Code Section 328(c).

20. As detailed in the Ramsey Declaration, prior to being selected by the Committee to

serve as counsel, Robinson+Cole represented certain personal injury law firms representing

claimants with asbestos claims against CertainTeed/the Debtor before the filing of this Chapter 11

case and, along with Hamilton Stephens Steele + Martin, PLLC, represented twelve personal injury


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claimants who are clients of the law firms of Maune Raichle Hartley French & Mudd, LLC,

SWMW Law, LLC, Bergman Draper Oslund Udo; Paul, Reich & Meyers; The Shepard Law Firm,

Dean Omar Branham Shirley LLP; Shrader & Associates, L.L.P., Clint Law, and Wallace &

Graham in this Chapter 11 Case for limited purposes which terminated upon the Committee’s

appointment. Robinson & Cole did not and will not request or receive any compensation or

reimbursement of expenses for this former representation. Maune Raichle Hartley French &

Mudd, LLC, SWMW Law, LLC, The Shepard Law Firm, and Shrader & Associates, L.L.P.,

represent clients appointed to the Committee; the remaining firms represent clients who were not

appointed to the Committee.

21. As detailed in the McMillan Declaration, prior to being selected by the Committee

to serve as counsel, Caplin & Drysdale was retained by Michael Nuzzolese, Yolanda Fernandez-

Arreola (individually and as successor-in-interest to Luis Felipe Fernandez), Earl F. Powell, and

Robin Wierenga in her capacity as Special Administrator of the Estate of Bruce Wierenga—each

the holder of an asbestos claim against the Debtor, to represent them in the bankruptcy and related

proceedings until such time as the Committee was formed. That representation terminated upon

the Committee’s formation. Caplin & Drysdale did not and will not request or receive any

compensation or reimbursement of expenses for this former representation. Each of those

claimants, with the exception of Ms. Fernandez-Arreola, was appointed to the Committee.

COMMITTEE COUNSEL COMPENSATION

22. The Committee Counsel have advised the Committee that they intend to apply to

the Court for compensation for professional services rendered and reimbursement of expenses

incurred in accordance with Bankruptcy Code Sections 330 and 331, and applicable provisions of

the Bankruptcy Rules, the Local Rules, the Compensation Guidelines issued by this Court, the


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Order Establishing Procedures for Interim Compensation and Reimbursement of Expenses of

Retained Professionals [Docket No. 150] (the “Interim Compensation Order”), and any other

applicable procedures and orders of the Court. Subject to this Court’s approval and in accordance

with sections 330 and 331 of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, and

the Compensation Guidelines issued by this Court, the Committee requests that the Committee

Counsel be compensated on an hourly basis, plus reimbursement of the actual and necessary

expenses that the Committee Counsel incur, in accordance with the ordinary and customary rates

that are in effect on the date the services are rendered.

23. It is anticipated that the primary attorneys who will represent the Committee are

Natalie D. Ramsey (whose current hourly rate is $960), Kevin Maclay (whose current hourly rate

is $845), Davis Lee Wright (whose current hourly rate is $730), and Todd E. Phillips (whose

current hourly rate is $695).

24. It is anticipated that other attorneys or paraprofessionals from the law firms on the

Committee Counsel may, from time to time, provide legal services on behalf of the Committee in

connection with the matters described herein. The current standard hourly rates for the anticipated

Committee Counsel attorneys and paraprofessionals are as follows:

Robinson+Cole Partners $430-$960 per hour Of Counsel $360-$610 per hour Associates $250-$570 per hour Paralegals $190-$380 per hour

Caplin & Drysdale

Partners $540-$1,470 per hour Of Counsel $515-$1,120 per hour Associates $325-$535 per hour Paralegals $295-$340 per hour


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The hourly rates set forth above are the rates of the Committee Counsel firms’ standard hourly

rates for work of this nature. These rates are set at a level designed to compensate fairly the

Committee Counsel for the work of their attorneys and paralegals and to cover fixed and routine

overhead expenses. Each Committee Counsel has informed the Committee that its hourly rates are

subject to periodic adjustment in accordance with its firm’s policies on established billing practices

and procedures.

26. In addition to the hourly rates set forth above, it is each Committee Counsel firm’s

policy to charge its clients in all areas of practice for all other expenses incurred in connection with

the client’s case. The expenses charged to clients include, among other things, telephone and

telecopier (outgoing only) toll and other charges, mail and express mail charges, special or hand

delivery charges, photocopying charges, printing and scanning charges, charges for mailing

supplies (including, without limitation, envelopes and labels) provided by the Committee Counsel

to outside copying services for use in mass mailings, travel expenses, after-hours taxi/Uber/Lyft

expenses, expenses for working meals or overtime/after-hours meals, computerized research

charges, and transcription costs, as well as non-ordinary overhead expenses such as secretarial and

other overtime. Each Committee Counsel will charge for these expenses in a manner and at rates

consistent with charges made generally to such firm’s other clients and the Local Rules.

27. The Committee Counsel will maintain detailed records of fees and expenses

incurred in connection with the rendering of the legal services described herein, in accordance with

applicable rules and guidelines.

28. Section 328(a) of the Bankruptcy Code authorizes the employment of a professional

person on any reasonable terms and conditions of employment, including on an hourly basis. 11


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U.S.C. § 328(a). The Committee believes that the hourly rates and expense policies of the

Committee Counsel, which are applied to other clients of the Committee Counsel firms, constitute

fair and reasonable terms and conditions for the retention by the Committee of the Committee

Counsel as counsel in accordance with Bankruptcy Code section 328(a).

29. The Committee requests that the Committee Counsel be allowed compensation for

its services and reimbursement for their expenses in accordance with Bankruptcy Code Sections

330 and 331 and Bankruptcy Rule 2016 upon submission of appropriate applications for each of

the respective firms therefor in compliance with all applicable orders, rules, and guidelines, subject

to the review and approval of this Court.

NOTICE

30. Notice of this Motion has been provided to: (a) the Bankruptcy Administrator; (b)

counsel for the Debtor; (c) counsel to the non-debtor affiliate CertainTeed LLC, a Delaware

limited liability company; and (d) any party that has requested notice pursuant to Bankruptcy

Rule 2002. In light of the nature of the relief requested, the Committee submits that no further

notice is necessary.

NO PRIOR REQUEST

31. No prior request for the relief sought in this Application has been made to this or

any other court in connection with the Chapter 11 Case.

RESERVATION OF RIGHTS

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

validity, propriety, jurisdiction, and venue of this Chapter 11 Case, including without limitation

seeking to dismiss the Chapter 11 Case pursuant section 1112 of the Bankruptcy Code and


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seeking to transfer the Chapter 11 Case pursuant to sections 1406 and 1408 of title 28 of the

United States Code and section 105 of the Bankruptcy Code.

CONCLUSION

WHEREFORE, the Committee respectfully requests that this Court enter an Order, in

substantially the form annexed hereto, authorizing it to retain and employ the Committee

Counsel to represent it in this Chapter 11 Case and for such other and further relief as the Court

deems just and equitable.

Dated: March 5, 2020 OFFICIAL COMMITTEE OF ASBESTOS PERSONAL INJURY CLAIMANTS By: /s/ Bruce E. Mattock Bruce E. Mattock, Esq., Co-Chair By: /s/ Marcus E. Raichle Marcus E. Raichle, Jr., Esq., Co-Chair


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CERTIFICATE OF SERVICE

I hereby certify that on March 5, 2020 copies of the Application of The Official Committee of Asbestos Personal Injury Claimants for an Order Authorizing it to Retain and Employ Robinson & Cole, LLP and Caplin & Drysdale, Charted, as Counsel, Effective as of February 14, 2020 and Notice of Hearing were served electronically on those parties receiving notice in this case through CM/ECF, and by email or US Mail, postage prepaid, as shown below:

Gregory M. Gordon [email protected]

Danielle Barav-Johnson [email protected]

Deirdre Woulfe Pacheco, Esq 150 Washington Avenue, Suite 201 Santa Fe, NM 87501

Dated: March 5, 2020 Charlotte, North Carolina HAMILTON STEPHENS

STEELE + MARTIN, PLLC

/s/ Glenn C. Thompson Glenn C. Thompson (NC Bar No. 37221) 525 North Tryon Street, Ste. 1400 Charlotte, North Carolina 28202 Telephone: (704) 344-1117 Facsimile: (704) 344-1483 Email: [email protected]


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Exhibit A

Proposed Order

Case 20-30080 Doc 183-1 Filed 03/05/20 Entered 03/05/20 11:01:09 Desc Exhibit A - Proposed Order Page 1 of 4

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Debtor.

Chapter 11

Case No. 20-30080 (JCW)

[PROPOSED] ORDER APPROVING THE APPLICATION OF THE OFFICIAL COMMITTEE OF ASBESTOS PERSONAL INJURY CLAIMANTS FOR AN ORDER

AUTHORIZING IT TO RETAIN AND EMPLOY ROBINSON & COLE, LLP AND CAPLIN & DRYSDALE, CHARTERED AS COUNSEL, EFFECTIVE

AS OF FEBRUARY 14, 2020

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

Claimants of DBMP LLC (the “Committee”) for entry of an order (this “Order”) authorizing the

Committee to retain and employ Robinson & Cole, LLP and Caplin & Drysdale, Chartered (the

“Committee Counsel”) as its counsel in connection with the Chapter 11 Case of DBMP LLC (the

“Debtor”); it appearing that this Court has jurisdiction to consider the Application pursuant to 28

U.S.C. §§ 157 and 1334; and it appearing that venue of this Chapter 11 Case and the Application

in this district is proper pursuant to 28 U.S.C. §§ 1408 and 1409; and it appearing that this matter



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is a core proceeding pursuant to 28 U.S.C. § 157(b); and upon the Ramsey Declaration and the

McMillan Declaration; and this Court being satisfied based on the representations made in the

Application, and the Ramsey Declaration and the McMillan Declaration that (a) each Committee

Counsel is a “disinterested person” within the meaning of section 101(14) of the Bankruptcy

Code, (b) neither Committee Counsel represents any person or entity having an interest adverse

to the Committee in connection with this Chapter 11 Case, (c) neither Committee Counsel holds

or represents an interest adverse to the interests of the Debtor’s estate with respect to matters on

which the Committee Counsel is employed, (d) neither Committee Counsel has any connection

to the Debtor, its creditors, or any other party in interest except as disclosed in the Application,

the Ramsey Declaration, or the McMillan Declaration, and (e) the retention and employment of

the Committee Counsel as counsel to the Committee, is reasonable, necessary, and appropriate

and is in the best interests of the Committee; and this Court having found that notice of the

Application was sufficient under the circumstances, and that, except as otherwise ordered herein,

no other or further notice is necessary; and after due deliberation thereon; and good and

sufficient cause appearing therefor;

IT IS HEREBY ORDERED THAT:

1. The Application is GRANTED as set forth herein.

2. In accordance with Bankruptcy Code sections 328(a) and 1103(a), Bankruptcy

Rule 2014, and Local Bankruptcy Rules 2014-1 and 2016-1, the Committee is hereby authorized

to employ and retain the Committee Counsel as its counsel in the above-captioned Chapter 11

Case on the terms and conditions set forth in the Application and the Ramsey Declaration and the

McMillan Declaration.


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3. The Committee Counsel are authorized to render the professional services set forth

in the Application and the Ramsey Declaration and the McMillan Declaration.

4. The Committee Counsel shall use their reasonable efforts to avoid any duplication

of services provided by any of the Committee’s other retained professionals in this Chapter 11

Case.

5. Each of the Committee Counsel shall separately apply for compensation for

professional services rendered and reimbursement of expenses incurred in connection with such

firm’s work as the Committee Counsel for representation of the Committee in the Debtor’s

Chapter 11 Case in compliance with sections 330 and 331 of the Bankruptcy Code and applicable

provisions of the Bankruptcy Rules, the Local Rules, the Compensation Guidelines issued by this

Court, the Interim Compensation Order, and any other applicable procedures and orders of the

Court.

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

7. The Committee and the Committee Counsel are authorized to take all actions

necessary to effectuate the relief granted pursuant to this Order.

8. To the extent the Application or the Ramsey Declaration or the McMillan

Declaration is inconsistent with the terms of this Order, the terms of this Order shall govern.

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

Order and the Application.

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


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Exhibit B

Ramsey Declaration


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Debtor.

Chapter 11

Case No. 20-30080 (JCW)

DECLARATION OF NATALIE D. RAMSEY IN SUPPORT OF THE APPLICATION OF

THE OFFICIAL COMMITTEE OF ASBESTOS PERSONAL INJURY CLAIMANTS FOR AN ORDER AUTHORIZING IT TO RETAIN AND EMPLOY ROBINSON &

COLE, LLP AND CAPLIN & DRYSDALE, CHARTERED AS COUNSEL, EFFECTIVE AS OF FEBRUARY 14, 2020

Natalie D. Ramsey hereby makes this Declaration pursuant to 28 U.S.C. § 1746 and

states:

1. I am an attorney admitted to practice in the States of Delaware and New York, and

the Commonwealth of Pennsylvania, and a partner of the firm of Robinson & Cole, LLP

(“Robinson+Cole”). I submit this Declaration on behalf of Robinson+Cole in connection with

the Application of the Official Committee of Asbestos Claimants for an Order Authorizing it to

Retain and Employ Robinson & Cole, LLP and Caplin & Drysdale, Chartered as Counsel,

Effective as of February 14, 2020 (the “Application”). 2 Unless otherwise stated in this

Declaration, I have personal knowledge of the facts hereinafter set forth. To the extent that any

information disclosed herein requires amendment or modification upon Robinson+Cole’s

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

supplement to this Declaration will be submitted to the Court.



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Robinson+Cole’s Qualifications

2. Robinson+Cole is well qualified to serve as part of the Committee’s Committee

Counsel in the Chapter 11 Case. The attorneys at Robinson+Cole have substantial experience in

bankruptcy cases, including bankruptcies involving asbestos committees, complex corporate

transactions, and complex litigation. In addition, Robinson+Cole has the ability to respond quickly

to emergency hearings and other emergency matters in this Court and its appearance before this

Court for the applications, motions, and other matters in this Chapter 11 Case will be efficient and

cost-effective for the Debtor’s estates.

3. Robinson+Cole has extensive experience in numerous other chapter 11 bankruptcy

cases including In re Imerys Talc America, Inc., Case No. 19-10289 (D. Del.); In re Bestwall, LLC,

Case No. 17-31795 (W.D.N.C.); In re Specialty Prods. Holding Corp. et al., Case No. 10-11780

(Bankr. D. Del.); In re United Gilsonite Labs., Case No. 11-02030 (Bankr. M.D. Pa.); In re Tronox

Incorporated, et al., Case No. 09-10156 (Bankr. S.D.N.Y.); In re Leslie Controls, Inc., Case No.

10-12199-CSS (Bankr. D. Del.); In re Offshore Specialty Fabricators, LLC, Case No. 17-35623

(Bankr. S.D. Tex.); In re BPS US Holdings Inc., et al., Case No. 16-12373 (Bankr. D. Del.); In re

Energy Future Holdings Corp., et al., Case No. 14-10979 (Bankr. D. Del.); In re O.W. Bunker

Holding North America Inc., et al., Case No. 14-51720 (Bankr. D. Conn.); In re Reichhold

Holdings US, Inc., et al., Case No. 14-12237 (Bankr. D. Del.); In re TH Props., L.P., Case No. 09-

13201 (Bankr. E.D. Pa); In re Toisa Ltd., Case No. 17-10184 (Bankr. S.D.N.Y.); In re Nutraquest,

Inc., Case No. 03-44147 (Bankr. D.N.J.); In re Combustion Eng’g, Inc., Case No. 03-10495

(Bankr. D. Del.).




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Services to be Provided by Robinson+Cole

5. Robinson+Cole will provide advice to the Committee consistent with its direction

and any order issued by the Bankruptcy Court. Specifically, Robinson+Cole will act as part of the

Committee Counsel that will provide the following professional services to the Committee:









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6. Subject to this Court’s approval of the Application, Robinson+Cole is willing to


7. Robinson+Cole is committed to minimizing duplication of services in order to,

among other things, manage professional costs. To that end, Robinson+Cole is prepared to work

closely with its proposed co-counsel and any other professionals engaged by the Committee to

ensure that there is no unnecessary duplication of effort or cost.

Robinson+Cole’s Compensation

8. Robinson+Cole will apply to the Court for compensation for professional services

rendered and reimbursement of expenses incurred in accordance with Bankruptcy Code Sections

330 and 331, and applicable provisions of the Bankruptcy Rules, the Local Rules, the

Compensation Guidelines issued by this Court, the Interim Compensation Order, and any other

applicable procedures and orders of the Court.


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9. Robinson+Cole will be compensated at its standard hourly rates for matters of this

nature, which are based on the professional’s level of experience. At present, the standard hourly

rates charged by Robinson+Cole are in the following ranges:

Partners $430-$960 per hour Of Counsel $360-$610 per hour Associates $250-$570 per hour Paralegals $190-$380 per hour


The hourly rates set forth above are Robinson+Cole’s standard hourly rates for work of this nature.

These rates are set at a level designed to compensate fairly Robinson+Cole for the work of its

attorneys and paralegals and to cover fixed and routine overhead expenses. Robinson+Cole’s

hourly rates are subject to periodic adjustment in accordance with established billing practices and

procedures. The names, positions, and current hourly rates for those Robinson+Cole professionals

currently expected to spend significant time on this Chapter 11 Case are attached as Schedule 3.

11. Robinson+Cole’s policy is to charge its clients in all areas of practice for all other

expenses incurred in connection with the client’s case. The expenses charged to clients include,

among other things, telephone and telecopier (outgoing only) toll and other charges, mail and

express mail charges, special or hand delivery charges, photocopying charges, printing and

scanning charges, charges for mailing supplies (including, without limitation, envelopes and

labels) provided by Robinson+Cole to outside copying services for use in mass mailings, travel

expenses, after-hours taxi, Uber, and Lyft expenses, expenses for working meals or overtime/after-

hours meals, computerized research charges, transcription costs, as well as non-ordinary overhead

expenses such as secretarial and other overtime. Robinson+Cole will charge for these expenses in


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a manner and at rates consistent with charges made generally to Robinson+Cole’s other clients

and the Local Rules.

12. The fees and expense reimbursement provisions described above are consistent

with normal and customary billing practices for cases of this size and complexity that require the

level and scope of services outlined. Robinson+Cole also believes that the foregoing

compensation arrangements are both reasonable and market-based.

13. Robinson+Cole will maintain detailed records of fees and expenses incurred in

connection with the rendering of the legal services described herein, in accordance with applicable

rules and guidelines.

Robinson+Cole’s Connections in this Case

14. In connection with the Committee’s proposed retention of Robinson+Cole, an

extensive review of Robinson+Cole’s connections (as such term is used in Bankruptcy Rule

2014(a)) with the Debtor, its creditors, affiliated entities, other parties-in-interest, and their

respective attorneys and/or accountants (collectively, the “Case Parties”) was conducted. For the

purpose of compiling the list of Case Parties, Robinson+Cole utilized the interest party listing

utilized by the Debtor’s professionals in connection with their retention applications filed in this

Chapter11 Case.

15. Attached hereto as Schedule 1 is a list of the Case Parties that were checked against

a database containing Robinson+Cole’s “connections.” For the purpose of this Chapter 11 Case,

only potential connections that existed as of February 1, 2018 through the date hereof were

checked. These connections were then reviewed to identify any relationship that would need to

be disclosed in accordance with Bankruptcy Rule 2014.


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16. A copy of the relevant results of Robinson+Cole’s conflict check is attached hereto

as Schedule 2.

17. Robinson+Cole maintains and systematically updates its conflict check system in

the regular course of its business and it is the regular practice of Robinson+Cole to make and

maintain these records. The conflict system maintained by Robinson+Cole is designed to include

(a) every active matter on which Robinson+Cole is engaged, (b) every closed matter on which

Robinson+Cole has been engaged since at least 2002,3 (c) the entity by which it is now or has been

engaged, (d) the identity of related parties, (e) the identity of adverse parties, and (f) the attorney

at Robinson+Cole that is knowledgeable about the matter. It is the policy of Robinson+Cole that

no new matter may be accepted or opened within the firm without completing and submitting to

those charged with maintaining the conflict check system the information necessary to check each

such matter for conflicts, including the identity of the prospective client, the matter, and the related

and adverse parties. Accordingly, the database maintained on the system is updated for every new

matter undertaken by Robinson+Cole. The scope of the system is a function of the completeness

and accuracy of the information submitted by the attorney opening a new matter.

18. Prior to being selected by the Committee to serve as counsel, Robinson+Cole

represented twelve personal injury claimants who are clients of the law firms of Maune Raichle

Hartley French & Mudd, LLC, SWMW Law, LLC, Bergman Draper Oslund Udo; Paul, Reich &

Meyers; The Shepard Law Firm, Dean Omar Branham Shirley LLP; Shrader & Associates, L.L.P.,

Clint Law, and Wallace & Graham in this Chapter 11 Case for limited purposes which terminated

upon the Committee’s appointment. Robinson+Cole did not and will not request or receive any

3 In 2002 Robinson & Cole migrated its conflicts system to a new platform (the “2002 System”). On information and belief, the new platform incorporated historical searches and clients. However, Declarant has not been able to obtain an explanation of how the historical reporting was incorporated into the 2002 System.


{00482675.DOCX V. D310.027173;}

compensation or reimbursement of expenses for this former representation. Maune Raichle

Hartley French & Mudd, LLC, SWMW Law, LLC, The Shepard Law Firm, and Shrader &

Associates, L.L.P., represent clients appointed to the Committee; the remaining firms represent

clients who were not appointed to the Committee.

19. To the best of my knowledge after diligent inquiry, neither Robinson+Cole, nor any

of its partners, senior counsel, of counsel, or associates has had or presently has any “connection”

(as such term is used in Bankruptcy Rule 2014(a)) with the Debtor, its creditors, members, or any

other party-in-interest, or its respective attorneys, accountants, the Bankruptcy Administrator, or

any person employed by the United States Bankruptcy Court for the Western District of North

Carolina, except to the extent set forth herein and on Schedule 2. Notwithstanding any

“connection” set forth on Schedule 2 and except as set forth herein, to the best of my knowledge,

any “connection” of Robinson+Cole to the identified entities are limited to matters unrelated to

the Debtors.

20. Robinson+Cole has been involved in a number of unrelated cases with various

professionals involved in this Chapter 11 Case, both in adverse and non-adverse roles.

21. Robinson+Cole may have in the past represented or opposed, may currently

represent or oppose, and may in the future represent or oppose, in matters wholly unrelated to the

Debtor’s pending Chapter 11 Case, entities that are claimants of the Debtor or other parties-in-

interest (or service providers thereto) in this Chapter 11 Case. Robinson+Cole has not and will

not represent any of the entities listed above (or their affiliates) in matters related to the Chapter

11 Case.

22. Based on information provided by those most knowledgeable at Robinson+Cole, I

do not believe that any single matter is a major engagement that would involve either the billing


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of fees in excess of one half of one percent (.5%) of Robinson+Cole’s annual fees billed, or that,

in the aggregate for any affiliated group of entities, exceeds one percent (1%) of Robinson+Cole’s

annual fees billed. Robinson+Cole will not represent any of the foregoing claimants or any party

in interest in any facet of the Debtor’s bankruptcy cases.

23. No promise has been received by Robinson+Cole, or by any partner or associate

thereof, as to compensation in connection with this case other than in accordance with the

provisions of the Bankruptcy Code and the Bankruptcy Rules. Robinson+Cole has no agreement

with any other entity to share with such entity any compensation received by Robinson+Cole.

24. Robinson+Cole will file appropriate supplemental disclosure(s) with the Court to

the extent that additional information concerning any connection is developed.

25. To the best of my knowledge, information, and belief, Robinson+Cole is a

disinterested person, and does not hold or represent an interest adverse to the Debtor’s estate, with

respect to the matters for which Robinson+Cole is to be employed as required by Bankruptcy Code

Section 328(c).

I certify under penalty of perjury under the laws of the United States that, to the best of

my knowledge and after reasonable inquiry, the foregoing is true and correct.

Dated: March 5, 2020 /s/ Natalie D. Ramsey Natalie D. Ramsey (admitted pro hac vice) ROBINSON & COLE, LLP 1201 N. Market Street, Suite 1406 Wilmington, DE 19801 Telephone: (302) 516-1700 Facsimile: (302) 516-1699 [email protected]


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SCHEDULE 1

List of Persons and Entities Against Which Robinson+Cole


Debtor



Millwork & Panel LLC Managers and Officers of the Debtor D. Lawrence Rayburn Donald J. Melroy Joseph N. Bondi Michael T. Starczewski Robert J. Panaro Sean R. Knapp Vincent F. DiNenna, III Other Non-Debtor Affiliates Bayside Port Corporation, Inc. Bird Incorporated Carborundum Ceramic Holdings, Inc. Carborundum Ventures, Inc. CertainTeed Canada, Inc. CertainTeed Ceilings Corporation CertainTeed Gypsum and Ceiling Mfg., Inc. CertainTeed Gypsum Mfg, Inc. CertainTeed Gypsum NC, Inc. CertainTeed Gypsum West Virginia, Inc. CertainTeed Gypsum, Inc. CertainTeed Holding Corporation CertainTeed LLC CertainTeed Gypsum and Ceilings USA, Inc. Compagnie de Saint-Gobain CT Solar Fund I LLC CTKC Corporation Fluorocarbon Components, Inc. Grindwell Norton Ltd. GS II, Inc.

HCS Corporation Level Solar Fund IV LLC MAG-ISOVER K.K. New West Gypsum Recycling, Inc. Norton Foreign Affiliates Holding Corporation OFI GP Inc. OFI L.P. Ottawa Fibre GP Inc Ottawa Fibre L.P. P.T. Saint-Gobain Abrasives Indonesia Phoenix Coating Resources, Inc. Redcliff Fibre L.P. Sage Electrochromics, Inc. Saint-Gobain (SEA) PTE, Ltd Saint-Gobain Abrasives, Inc. Saint-Gobain Abrasives. Ltd. Saint-Gobain Abrasivos S.A. de C.V. Saint-Gobain Adfors America, Inc. Saint-Gobain Advanced Ceramics, LLC


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Saint-Gobain Building Distribution Ltd. Saint-Gobain Canada, Inc. Saint-Gobain Ceramic Materials Pvt. Ltd. Saint-Gobain Ceramics & Plastics, Inc. Saint-Gobain Corporation Saint-Gobain Corporation Foundation Saint-Gobain Delaware Corporation Saint-Gobain Finance Corporation Saint-Gobain Glass Corporation Saint-Gobain HyComp LLC Saint-Gobain India Foundation Saint-Gobain India Pvt. Ltd. Saint-Gobain Insurance Ltd. Saint-Gobain Interior Building Distribution Company Saint-Gobain KK Saint-Gobain Materiaux de Construction S.A.S. Saint-Gobain Merit, S.De R.L. De C.V. Saint-Gobain Performance Plastics (Hangzhou) Co., Ltd. Saint-Gobain Performance Plastics Corporation Saint-Gobain Receivables Corporation Saint-Gobain Research India Pvt. Ltd. Saint-Gobain Shared Services Corporation Saint-Gobain Solar Gard Australia Pty. Ltd. Saint-Gobain Solar Gard, LLC Saint-Gobain TM KK

Sepco Corporation Societe de Participations Financieres et Industrielles The Grid Company GP, Inc. The Grid Company Limited Partnership The Grid Company, LLC Tillsonburg Fibre L.P. Vertec SAS Vetrotech Saint-Gobain North America, Inc. VIB L.P. Western Mining and Minerals, Inc. Zenpure Americas, Inc. Zenpure Corporation Z-Tech, LLC


{00482675.DOCX V. D310.027173;}




CertainTeed LLC CT Corp. PACE Claim Services PrincetonClaims Services Saint-Gobain Corporation Saint-Gobain Shared Services Corporation Significant Co-Defendants in Asbestos-Related Litigation 3M Company A.O. Smith Corporation Carborundum Company CBS Corporation Crane Company Foster Wheeler Energy Corporation General Electric Company Honeywell International Inc. Industrial Holdings Inc. Ingersoll Rand Company JM Manufacturing Company Inc. Metropolitan Life Insurance Company Union Carbide Corporation Westinghouse Electric Corporation Debtor’s Retained Professionals and Claims Agent

Bates White LLC Epiq Corporate Restructuring, LLC Jones Day Robinson, Bradshaw & Hinson, P.A. Schiff Hardin LLP


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Debtor’s Significant Ordinary Course Professionals, Consultants and Service Providers

Caruso Smith Edell Picini P.C. Cetrulo LLP Darger Errante Yavitz & Blau LLP DeHay & Elliston LLP Dentons LLP Deutsch Kerrigan LLP Foley & Lardner LLP Gordon Thomas Honeywell LLP Harvey Kruse Hawkins & Parnell Heyl Royster Kalinoski & Chaplinsky Maron & Marvel Miles & Stockbridge Paine Tarwater Bickers & Tillman LLP Polsinelli LLP Swartz Campbell LLC Vorys Sater Seymour & Pease LLP Wilbraham Lawler & Buba Wilson Elser Moskowitz Edelman & Dicker LLP Known Professionals for Certain Non-Debtor Parties in Interest



Theresa V. Germont, c/o Cohen, Placitella & Roth, P.C. Robin S. Wierenga, c/o Cooney & Conway Earl F. Powell, c/o Goldberg Persky White, P.C. Patsy Diehl (as the Special Administrator for the Estate of Carl Diehl), c/o The Gori Law Firm Cindy Burch, c/o Kazan, McClain, Satterly & Greenwood PLC Kurt Henningsen, c/o Law Offices of Peter G. Angelos, P.C. Jimmy Reich, c/o Maune Raichle Hartley French & Mudd, LLC


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James Hunt, c/o Shepard Law Francisco Galaviz, c/o Shrader & Associates, L.L.P. Michael Nuzzolese, c/o Weitz & Luxenberg, P.C. Wendy Roberts, spouse of Colin Roberts, deceased, c/o SWMW Law, LLC Additional Counsel to the ACC







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SCHEDULE 2

Results of Robinson+Cole’s Search for “Connections” Against the List Provided in Exhibit A

Person/Entity Identified Connection

Aschraft & Gerel, LLP Aschraft & Gerel has represented or currently represents one or more members of committees of creditors that engaged Robinson+Cole as committee counsel in other bankruptcy cases.

Bank of America Bank of America was or is an asserted party in interest in one or more bankruptcies in which Robinson+Cole served or serves as counsel for the committee of creditors. Robinson+Cole represents Bank of America in matters unrelated to this case.

Baron & Budd, P.C. Baron & Budd has represented or currently represents one or more members of committees of creditors that engaged Robinson+Cole as committee counsel in other bankruptcy cases. Furthermore, one or more attorneys of Baron & Budd are members of one or more trust advisory committees (“TACs”) that have engaged Robinson+Cole as counsel.

Belluck & Fox, LLP Belluck & Fox has represented or currently represents one or more members of committees of creditors that engaged Robinson+Cole as committee counsel in other bankruptcy cases. Furthermore, one or more attorneys of Belluck & Fox are members of one or more TACs that have engaged Robinson+Cole as counsel.

Bergman, Draper, Oslund, Udo The Bergman firm has represented or currently represents one or more members of committees of creditors that engaged Robinson+Cole as committee counsel in other bankruptcy cases. Furthermore, one or more attorneys of the Bergman firm are members of one or more TACs that have engaged Robinson+Cole as counsel. In addition, Robinson+Cole represents or has represented the Cooney & Conway firm and/or one or more of its clients in one or more unrelated matters.

Brayton Purcell LLP Brayton Purcell has represented or currently represents one or more members of committees of creditors that engaged Robinson+Cole as committee counsel in other bankruptcy cases. Furthermore, one or more attorneys of the Brayton Purcell firm are members of one or more TACs that have engaged Robinson+Cole as counsel.

Brent Coon & Associates One or more attorneys of the Brent Coon firm are members of one or more TACs that have engaged Robinson+Cole as counsel.


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Person/Entity Identified Connection Cohen, Placitella & Roth, P.C. The Cohen Placitella firm represents a member of the Official

Committee of Asbestos Personal Injury Claimants (“Committee”).

Cooney & Conway Cooney & Conway represents a member of the Committee. Cooney & Conway has represented or currently represents one or more members of creditor committees that engaged Robinson+Cole as committee counsel in other bankruptcy cases. Furthermore, one or more attorneys of Cooney & Conway are members of one or more TACs that have engaged Robinson+Cole as counsel. In addition, Robinson+Cole represents or has represented the Cooney & Conway firm and/or one or more of its clients in one or more unrelated matters.

Dean Omar Branham Shirley LLP

Robinson+Cole represents or has represented the Dean Omar Branham firm and/or one or more of its clients in one or more unrelated matters.


The Early Lucarelli firm has represented or currently represents one or more members of committees of creditors that engaged Robinson+Cole as committee counsel in other bankruptcy cases. Furthermore, one or more attorneys of the Early Lucarelli firm are members of one or more TACs that have engaged Robinson+Cole as counsel.

The Ferraro Law Firm/Kelley & Ferraro, LLP

The Ferraro Law Firm has represented or currently represents one or more members of committees of creditors that engaged Robinson+Cole as committee counsel in other bankruptcy cases. Furthermore, one or more attorneys of the Ferraro Law Firm are members of one or more TACs that have engaged Robinson+Cole as counsel.

The Flint Law Firm Robinson+Cole represents or has represented the Flint Law firm and/or one or more of its clients in one or more unrelated matters.

General Electric Company General Electric Company was or is an asserted party in interest in one or more bankruptcies in which Robinson+Cole served or serves as counsel for the committee of creditors. Robinson+Cole represents General Electric Company in matters unrelated to this case.


The Goldberg Persky firm represents a member of the Committee. The Goldberg Persky firm has represented or currently represents one or more members of committees of creditors that engaged Robinson+Cole as committee counsel in other bankruptcy cases. Furthermore, one or more attorneys of the Goldberg Persky firm are members of one or more TACs that have engaged Robinson+Cole as counsel.


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Person/Entity Identified Connection The Gori Law Firm The Gori Law Firm represents a member of the Committee. The

Gori Law Firm has represented or currently represents one or more members of creditor committees that engaged Robinson+Cole as committee counsel in other bankruptcy cases. Furthermore, one or more attorneys of the Gori Law Firm are members of one or more TACs that have engaged Robinson+Cole as counsel.

J.P. Morgan Chase J.P. Morgan Chase was or is an asserted party in interest in one or more bankruptcies in which Robinson+Cole served or serves as counsel for the committee of creditors.

Kazan, McClain, Satterly & Greenwood PLC

The Kazan firm represents a member of the Committee. The Kazan firm has represented or currently represents one or more members of creditor committees that engaged Robinson+Cole as committee counsel in other bankruptcy cases. Furthermore, one or more attorneys of the Kazan firm are members of one or more TACs that have engaged Robinson+Cole as counsel. In addition, Robinson+Cole represents or has represented the Kazan firm and/or one or more of its clients in one or more unrelated matters.

The Lanier Law Firm PLLC The Lanier firm has represented or currently represents one or more members of creditor committees that engaged Robinson+Cole as committee counsel in other bankruptcy cases. Furthermore, one or more attorneys of the Lanier firm are members of one or more TACs that have engaged Robinson+Cole as counsel.


The Angelos firm represents a member of the Committee. The Angelos firm has represented or currently represents one or more members of creditor committees that engaged Robinson+Cole as committee counsel in other bankruptcy cases. Furthermore, one or more attorneys of the Angelos firm are members of one or more TACs that have engaged Robinson+Cole as counsel.

Levy Konigsberg LLP Levy Konigsberg has represented or currently represents one or more members of creditor committees that engaged Robinson+Cole as committee counsel in other bankruptcy cases. Furthermore, one or more attorneys of Levy Konigsberg are members of one or more TACs that have engaged Robinson+Cole as counsel.

Lipsitz Ponterio LLC Lipsitz Ponterio has represented or currently represents one or more members of committees of creditors that engaged Robinson+Cole as committee counsel in other bankruptcy cases. Furthermore, one or more attorneys of Lipsitz Ponterio are members of one or more TACs that have engaged Robinson+Cole as counsel.


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Person/Entity Identified Connection MetLife Robinson+Cole represents or represented MetLife in an unrelated

matter.

Motley Rice LLC Motley Rice has represented or currently represents one or more members of committees of creditors that engaged Robinson+Cole as committee counsel in other bankruptcy cases. Furthermore, one or more attorneys of Motley Rice are members of one or more TACs that have engaged Robinson+Cole as counsel.

MRHFM Law Firm The MRHFM Law Firm represents a member of the Committee. The MRHFM Law Firm has represented or currently represents one or more members of committees of creditors that engaged Robinson+Cole as committee counsel in other bankruptcy cases.

The Nemeroff Law Firm Robinson+Cole represents or has represented The Nemeroff Law Firm and/or one or more of its clients in one or more unrelated matters.

The O’Brien Law Firm, P.C. The O’Brien Law Firm has represented or currently represents one or more members of committees of creditors that engaged Robinson+Cole as committee counsel in other bankruptcy cases.

Ruckdeschel Law Firm LLC Ruckdeschel has represented or currently represents one or more members of one or more TACs that have engaged Robinson+Cole as counsel.

The Shepard Law Firm The Shepard Law Firm represents a member of the Committee. Shepard Law has represented or currently represents one or more members of committees of creditors that engaged Robinson+Cole as committee counsel in other bankruptcy cases.

Shrader & Associates LLP The Shrader firm represents a member of the Committee. The Shrader firm has represented or currently represents one or more members of committees of creditors that engaged Robinson+Cole as committee counsel in other bankruptcy cases.

Simmons Hanly Conroy LLC The Simmons firm has represented or currently represents one or more members of committees of creditors that engaged Robinson+Cole as committee counsel in other bankruptcy cases. Furthermore, one or more attorneys of the Simmons firm are members of one or more TACs that have engaged Robinson+Cole as counsel.

Simon Greenstone Panatier, PC

Simon Greenstone has represented or currently represents one or more members of committees of creditors that engaged Robinson+Cole as committee counsel in other bankruptcy cases.

SWMW Law, LLC SWMW Law represents a member of the Committee. SWMW Law has represented or currently represents one or more members of committees of creditors that engaged Robinson+Cole as committee counsel in other bankruptcy cases.


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Person/Entity Identified Connection Travelers Casualty and Surety Company of America

Travelers Casualty and Surety Company of America was or is an asserted party in interest in one or more bankruptcies in which Robinson+Cole served or serves as counsel for the committee of creditors. Robinson+Cole represents Travelers in matters unrelated to this bankruptcy case.

Waters Kraus & Paul, LLP Waters Kraus has represented or currently represents one or more members of committees of creditors that engaged Robinson+Cole as committee counsel in other bankruptcy cases. Furthermore, one or more attorneys of Waters Kraus are members of one or more TACs that have engaged Robinson+Cole as counsel.

Weitz & Luxenberg, P.C. Weitz & Luxenberg represents a member of the Committee. Weitz & Luxenberg has represented or currently represents one or more members of committees of creditors that engaged Robinson+Cole as committee counsel in other bankruptcy cases. Furthermore, one or more attorneys of Weitz & Luxenberg are members of one or more TACs that have engaged Robinson+Cole as counsel.


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SCHEDULE 3

Nonexclusive List of Certain Robinson+Cole Professionals and Their Current Hourly Rates

Name Position Billing Rate in Effect as of

the Petition Date

Natalie D. Ramsey Partner $960.00

Davis Lee Wright Partner $730.00

Mark A. Fink Partner $765.00

Patrick M. Birney Partner $625.00

Jamie L. Edmonson Partner $840.00

Joseph L. Clasen Partner $850.00

Brian J. Wheelin Partner $630.00

Ian Clarke-Fisher Partner $600.00

Matthew J. Guanci, Jr. Partner $680.00

Taylor A. Shea Of Counsel $510.00

Katherine M. Fix Associate $570.00

Sandra Marin Lautier Associate $350.00

Janet Kljyan Associate $320.00

Ian Densmore Paralegal $275.00

Liana Shaw Paralegal $380.00


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Exhibit C

McMillan Declaration


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UNITED STATES BANKRUPTCY COURT WESTERN DISTRICT OF NORTH CAROLINA

CHARLOTTE DIVISION

In re DBMP LLC,1 Debtor.

: : : : : : :

Chapter 11 Case No. 20-30080 (JCW) (Jointly Administered)

DECLARATION OF ANN C. McMILLAN IN SUPPORT OF THE APPLICATION

OF THE OFFICIAL COMMITTEE OF ASBESTOS PERSONAL INJURY CLAIMANTS FOR AN ORDER AUTHORIZING IT TO RETAIN AND EMPLOY

ROBINSON & COLE, LLP AND CAPLIN & DRYSDALE, CHARTERED AS COUNSEL, EFFECTIVE AS OF FEBRUARY 14, 2020

Ann C. McMillan, pursuant to 28 U.S.C. § 1746, declares as follows:

1. I am a member of Caplin & Drysdale, Chartered (“Caplin & Drysdale”), and

authorized to make this declaration on its behalf. I am a member in good standing of the bar of

the District of Columbia. Caplin & Drysdale maintains its offices at 600 Lexington Avenue, 21st

Floor, New York, New York 10022, and One Thomas Circle, N.W., Suite 1100, Washington, D.C.

20005. Other attorneys at Caplin & Drysdale are duly admitted to practice law in the District of

Columbia, New York, or both.

2. By the Application of the Official Committee of Asbestos Claimants for an Order

Authorizing it to Retain and Employ Robinson & Cole, LLP and Caplin & Drysdale, Chartered as

Counsel, Effective as of February 14, 2020 (the “Application”), the Official Committee of

Asbestos Personal Injury Claimants appointed in the above-titled case (the “Committee”) seeks

court approval, pursuant to §§ 105, 328, and 1103 of the Bankruptcy Code, Rule 2014 of the

Federal Rules of Bankruptcy Procedure, and W.D.N.C. Bankr. Local Rules 2014-1 and 2016-1, to



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employ and retain Caplin & Drysdale as the co-counsel to the Committee in connection with the

Debtor’s chapter 11 case (the “Chapter 11 Case”). I submit this declaration in support of the

Application.

QUALIFICATIONS OF PROFESSIONALS

3. The professionals at Caplin & Drysdale have substantial experience in bankruptcy

cases, including bankruptcies involving mass tort liability, insolvency, corporate reorganization,

debtor-creditor, and commercial law, and have participated in numerous proceedings before

numerous bankruptcy courts. Caplin & Drysdale represents or has represented official committees

of asbestos claimants in bankruptcies in this Court and in other jurisdictions including New Jersey,

Pennsylvania, California, New York, Ohio, and Pennsylvania.

4. Among the chapter 11 cases in which Caplin & Drysdale represents or has

represented statutory committees of asbestos creditors are those of Johns-Manville Corporation;

ACandS, Inc.; Armstrong World Industries, Inc.; Babcock & Wilcox Company; Burns & Roe

Enterprises, Inc.; Combustion Engineering, Inc.; Congoleum Corporation; Durabla Manufacturing

Company and Durabla Canada Ltd.; Duro Dyne Corporation; The Fairbanks Company; Federal-

Mogul Global, Inc.; The Flintkote Company and Flintkote Mines, Ltd.; Garlock Sealing

Technologies LLC; Geo. V. Hamilton, Inc.; G-I Holdings Inc.; Global Industrial Technologies,

Inc.; Kaiser Aluminum Corporation; Kaiser-Gypsum Corporation; Metex Mfg. Corporation (f/k/a

Kentile Floors, Inc.); Motors Liquidation Company (f/k/a General Motors Corporation); North

American Refractories Company; Owens Corning Corporation; Paddock Enterprises, LLC;

Pittsburgh Corning Corporation; Plant Insulation Company; Quigley Company, Inc.; Rapid-

American Corporation; Raytech Corporation; Thorpe Insulation Company; Sepco Corporation;

United States Gypsum Corporation; Western MacArthur Company (a/k/a Western Asbestos);

W.R. Grace & Co.; and Yarway Corporation.


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asbestos settlement trusts created for the benefit of asbestos claimants pursuant to the plans of

reorganization confirmed in several bankruptcies. These include the ACandS Asbestos Settlement

Trust Advisory Committee; the PI Trust Advisory Committee of the Armstrong World Industries,

Inc. Asbestos Personal Injury Settlement Trust; the ASARCO Asbestos Personal Injury Settlement







Committee; the Geo. V. Hamilton, Inc. Asbestos Trust Advisory Committee; the G-I Holdings Inc.

Asbestos Personal Injury Settlement Trust Advisory Committee; the GST Settlement Facility



Counsel for the Beneficiaries of the Manville Personal Injury Settlement Trust; the Metex Asbestos

PI Trust Advisory Committee; the Motors Liquidation Company Asbestos PI Trust Advisory

Committee; the North American Refractories Company Asbestos Trust Advisory Committee; the

Owens Corning/Fibreboard PI Trust Advisory Committee; the Pittsburgh Corning Corporation

Trust Advisory Committee; the Quigley Company, Inc. Asbestos PI Trust Advisory Committee;

the United States Gypsum PI Trust Advisory Committee; the United States Mineral Products

Company Personal Injury Asbestos Trust Advisory Committee; the WRG Asbestos PI Trust

Advisory Committee; and the Yarway Trust Advisory Committee.


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SERVICES TO BE RENDERED

6. It is anticipated that this representation will include, but should not be limited to,

the following areas:










j. coordinating the receipt and dissemination of information prepared by and received from the Debtor’s professionals, as well as such information as may


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be received from professionals engaged by the future claims representative, the Committee, or other parties-in-interest in this case;




7. Subject to this Court’s approval of the Application, Caplin & Drysdale is willing to


8. Caplin & Drysdale is committed to minimizing duplication of services in order to,

among other things, manage professional costs. To that end, Caplin & Drysdale is prepared to

work closely with its proposed co-counsel and any other professionals engaged by the Committee

to ensure that there is no unnecessary duplication of effort or cost.

CONNECTIONS AND DISINTERESTEDNESS OF PROFESSIONALS

9. To ascertain Caplin & Drysdale’s “connections,” as that term is used in Federal

Rule of Bankruptcy Procedure 2014, with the Debtor and other parties-in-interest, certain of my

colleagues and I reviewed the list of interested parties and professionals that is annexed hereto as

Exhibit A. Additionally, Caplin & Drysdale’s records were searched electronically, using the

names of the persons identified on Exhibit A hereto. Exhibit B, annexed hereto, contains a listing

of connections found from this search and review. In verifying the connections disclosed in

Exhibit B hereto and in the statements that follow, I have relied upon the professionals at Caplin

& Drysdale and the investigation they have undertaken to compile the information upon which

such disclosures are based.


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10. Following the Petition Date, Caplin & Drysdale was retained by Michael

Nuzzolese, Yolanda Fernandez-Arreola (individually and as successor-in-interest to Luis Felipe

Fernandez), Earl F. Powell, and Robin Wierenga (in her capacity as Special Administrator of the

Estate of Bruce Wierenga)—each the holder of an asbestos claim against the Debtor, to represent

them in the bankruptcy and related proceedings until such time as the Committee was formed.

That representation terminated upon the Committee’s formation. Caplin & Drysdale did not and

will not request or receive any compensation or reimbursement of expenses for this former

representation.

11. Other than as set forth above or in Exhibit B hereto, to the best of my knowledge

and information after due inquiry, neither Caplin & Drysdale nor any of its attorneys has any

connection with the Debtor, its creditors, members, or any other party-in-interest, or their respective

attorneys, accountants, the Bankruptcy Administrator, or the Judges for the United States

Bankruptcy Court for the Western District of North Carolina, in any matters related to the Debtor

or its estate. Caplin & Drysdale will supplement this declaration if it becomes aware of any other

relationships that require disclosure in this case.

12. Neither I, Caplin & Drysdale, nor any of its attorneys, insofar as I have been able

to ascertain after the computerized search described above:

(a) is a creditor, equity security holder, or insider of the Debtor;

(b) is or was, within two years before the filing of the petition, a director,

officer, or employee of the Debtor; or

(c) has an interest materially adverse to the interest of the estate 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 Debtor or any other reason.


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13. Based on the above, to the best of my knowledge and information after due inquiry,

Caplin & Drysdale is a “disinterested person” within the meaning of Bankruptcy Code § 101(14)

and pursuant to Bankruptcy Code § 328(c).

14. The proposed employment of Caplin & Drysdale is not prohibited by or improper

under Rule 5002 of the Federal Rules of Bankruptcy Procedure. Caplin & Drysdale and its

professionals are qualified to represent the Committee in the matters for which the firm is proposed

to be employed.

PROFESSIONAL COMPENSATION

15. Subject to this Court’s approval, Caplin & Drysdale will charge for its legal services

on an hourly basis in accordance with its ordinary and customary hourly rates in effect on the date

services are rendered. Caplin & Drysdale will maintain detailed, contemporaneous records of time

and any actual and necessary expenses incurred in connection with the rendering of our legal

services in this case by category and nature of the services rendered. The 2020 hourly rates of the

Caplin & Drysdale attorneys and professionals who are expected to serve the Committee are as

follows2:

Table 1.


Ann C. McMillan Member $880

Kevin C. Maclay Member $845

Leslie M. Kelleher Member $830

Jeffrey A. Liesemer Member $795

James P. Wehner Member $795

Todd E. Phillips Member $695

Jeanna M. Rickards Koski Of Counsel $575

Kevin M. Davis Of Counsel $560

Nathaniel R. Miller Associate $395

2 Hourly rates are adjustable on an annual basis.
