LIGHT TOWER RENTALS, INC., et

1

IN THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF TEXAS

HOUSTON DIVISION

In re:

LIGHT TOWER RENTALS, INC., et al.,1

Debtors.

)))))))

Chapter 11

Case No. 16-34284 (DRJ)

(Jointly Administered)

DEBTORS’ APPLICATION FOR ENTRY OF AN ORDER AUTHORIZING THE RETENTION AND EMPLOYMENT OF

PROSKAUER ROSE LLP AS ATTORNEYS FOR THE DEBTORS EFFECTIVE NUNC PRO TUNC TO THE PETITION DATE

This motion seeks an order that may adversely affect you. If you oppose the motion, you should immediately contact the moving party to resolve the dispute. If you and the moving party cannot agree, you must file a response and send a copy to the moving party. You must file and serve your response within 7 days of the date this was served on you. Your response must state why the motion should not be granted. If you do not file a timely response, the relief may be granted without further notice to you. If you oppose the motion and have not reached an agreement, you must attend the hearing. Unless the parties agree otherwise, the court may consider evidence at the hearing and may decide the motion at the hearing. Represented parties should act through their attorney.

TO THE HONORABLE U.S. BANKRUPTCY JUDGE DAVID R. JONES:

The above-captioned debtors and debtors in possession (collectively, the “Debtors”) file

this application (this “Application”) for the entry of an order (the “Order”), substantially in the

form attached hereto as Exhibit A, authorizing and approving the retention and employment of

1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification

number, include: Light Tower Rentals, Inc. (4893); LTR Holdco, Inc. (8813); LTR Shelters, Inc. (5396); and LTR Investco, Inc. (3819). The location of the Debtors’ service address is: 2330 E. Interstate 20 S. Service Road, Odessa, Texas 79766.

Case 16-34284 Document 134 Filed in TXSB on 09/23/16 Page 1 of 14

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Proskauer Rose LLP (“Proskauer”) as counsel to the Debtors nunc pro tunc to August 30, 2016

(the “Petition Date”). In support of this Application, the Debtors submit the declaration of Philip

M. Abelson (the “Abelson Declaration”), which is attached hereto as Exhibit B, and the

declaration of Keith Muncy (the “Muncy Declaration”), which is attached hereto as Exhibit C.

In further support of this Application, the Debtors respectfully represent as follows:

Jurisdiction and Venue

1. The United States Bankruptcy Court for the Southern District of Texas (the

“Court”) has jurisdiction over this matter pursuant to 28 U.S.C. § 1334. This matter is a core

proceeding within the meaning of 28 U.S.C. § 157(b)(2).

2. Venue is proper pursuant to 28 U.S.C. §§ 1408 and 1409.

3. The bases for the relief requested herein are sections 327 and 328(a) of title 11 of

the United States Code, 11 U.S.C. §§ 101–1532 (the “Bankruptcy Code”), Rules 2014(a) and

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

2016, and 9013-1 of the Local Rules of the United States Bankruptcy Court for the Southern

District of Texas (the “Local Bankruptcy Rules”).

Background

4. On the Petition Date, each of the Debtors filed voluntary petitions for relief under

chapter 11 of the Bankruptcy Code. The Debtors are operating their businesses and managing

their properties as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy

Code. On August 31, 2016, the Court entered an order [Dckt. No. 24] authorizing the joint

administration and procedural consolidation of the chapter 11 cases pursuant to Bankruptcy Rule

1015(b).

5. The factual background regarding the Debtors, including their business

operations, their capital and debt structure and the events leading to the filing of these chapter 11


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cases are set forth in the Disclosure Statement for the Debtors’ Joint Prepackaged Chapter 11

Plan, filed on August 31, 2016 [Dckt. No. 18], and the Declaration of Keith Muncy in Support of

the Debtors’ Chapter 11 Petitions and First Day Motions, filed on August 31, 2016 [Dckt. No.

20] (the “First Day Declaration”), incorporated herein by reference.

6. On August 30, 2016, the board of directors of each Debtor resolved to retain

Proskauer as its general bankruptcy counsel, subject to Court approval. The Debtors are

requesting that Proskauer’s retention be approved nunc pro tunc to the Petition Date, as

Proskauer has been actively advising the Debtors since the commencement of these chapter 11

cases.

Relief Requested

7. By this Application, the Debtors seek entry of the Order authorizing the retention

and employment of Proskauer, as their general bankruptcy counsel, nunc pro tunc to the Petition

Date, to perform legal services necessary during these Chapter 11 Cases, in accordance with

Proskauer’s normal hourly rates and reimbursement policies in effect when services are

rendered. The Debtors request that the Court approve the employment of Proskauer in

accordance with the terms and conditions set forth in this Application and the Abelson

Declaration.

Proskauer’s Qualifications

8. The Debtors seek to retain Proskauer because of Proskauer’s recognized

expertise and extensive experience and knowledge in the field of debtor representation,

creditor rights, and business reorganization under chapter 11 of the Bankruptcy Code, as well as

Proskauer’s familiarity with the Debtors’ business, finances, and operations from well before the

Petition Date.


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9. Proskauer is an international firm with more than 708 lawyers in multiple

countries, including the United States, United Kingdom, China, France, and Brazil. Within the

United States, Proskauer has offices in New York, New York; Boca Raton, Florida; Boston,

Massachusetts; Chicago, Illinois; Los Angeles, California; New Orleans, Louisiana; Newark,

New Jersey; and Washington, D.C. Proskauer’s attorneys provide a wide range of legal services,

including corporate, litigation, regulatory, and employment law.

10. Proskauer’s attorneys have extensive experience representing debtors, creditors’

committees, creditors, trustees, and others in a wide variety of bankruptcy cases. Proskauer’s

attorneys currently represent, or have represented, debtors and creditors in multiple large and

complex chapter 11 cases, and have been involved in some of the largest chapter 11 cases of the

past decades, including Caesars, Energy Future Holdings, Enron, G-I Holdings, Lehman

Brothers, Refco, Ambac, MF Global, Capmark, Texaco, NewPage and Chrysler, as well as other

complex restructurings, both in and out of court.

11. The attorneys from Proskauer who will be employed in these chapter 11 cases are

each members in good standing in the jurisdictions in which such attorneys are admitted.

12. Proskauer is familiar with the proposed restructuring and many of the potential

legal issues that may arise in the context of these chapter 11 cases. Based on these facts, the

Debtors believe that Proskauer is both well-qualified and uniquely able to represent the Debtors

in these chapter 11 cases in an efficient and timely manner.

Services to be Provided

13. The Debtors anticipate that Proskauer will, among other things, render the

following legal services:

(i) provide legal advice with respect to the Debtors’ powers and duties as debtors in possession in the operation of their businesses and the management of estate property;


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(ii) advise and consult on the conduct of these chapter 11 cases, including all of the legal and administrative requirements of operating in chapter 11;

(iii) attend meetings and negotiate with representatives of creditors and other parties in interest;

(iv) take all necessary steps to protect and preserve the Debtors’ bankruptcy estates;

(v) serve as counsel of record for the Debtors in all aspects of these chapter 11 cases, including, without limitation, the prosecution of actions on behalf of the Debtors, the defense of any actions commenced against the Debtors, and objections to claims filed against the Debtors’ estates;

(vi) prepare on behalf of the Debtors all necessary motions, answers, orders, reports, and other legal papers in connection with the administration of their bankruptcy estates;

(vii) assist in the confirmation of the Debtors’ chapter 11 plan and disclosure statement, as well as facilitating the consummation of the chapter 11 plan;

(viii) advise the Debtors regarding tax matters;

(ix) represent the Debtors in connection with obtaining authority to continue using cash collateral;

(x) advise the Debtors with respect to corporate and litigation matters;

(xi) consult with the United States Trustee for the Southern District of Texas (the “U.S. Trustee”), any other committees appointed in these chapter 11 cases, and all other creditors and parties in interest concerning the administration of these chapter 11 cases; and

(xii) provide representation and all other legal services required by the Debtors in discharging their duties as debtors in possession or otherwise in connection with these chapter 11 cases.

Compensation of Proskauer

14. Proskauer intends to apply for compensation for professional services rendered on

an hourly basis and reimbursement of expenses incurred in connection with these chapter 11

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

Bankruptcy Code, the Bankruptcy Rules, the Local Bankruptcy Rules, and any other applicable

procedures and orders of the Court. The hourly rates and corresponding rate structure Proskauer

will use in these chapter 11 cases are the same as the hourly rates and corresponding rate

structure that Proskauer uses in other restructuring matters, as well as similar complex corporate,


6

securities, and litigation matters whether in court or otherwise, regardless of whether a fee

application is required. These rates and the rate structure reflect that such restructuring and other

complex matters typically are national in scope and involve great complexity, high stakes, and

severe time pressures.

15. Proskauer operates in a national marketplace for legal services in which rates are

driven by multiple factors relating to the individual lawyer, his or her area of specialization, the

firm’s expertise, performance, and reputation, the nature of the work involved, and other factors.

16. The billing rates of the Proskauer attorneys principally expected to work on this

matter range as follows2:

Billing Category3 U.S. Range

Partners $1,040-$1,300 Counsel $980-$1070

Associates $495-$930 Paraprofessionals $205-$395

17. Proskauer’s hourly rates are set at a level designed to compensate Proskauer fairly

for the work of its attorneys and paraprofessionals and to cover fixed and routine expenses.

Hourly rates vary with the experience and seniority of the individuals assigned. These hourly

rates are subject to periodic adjustments to reflect economic and other conditions.4

2 To the extent that attorneys with higher rates perform services for the Debtor, Proskauer will supplement this

Application with a notice of such attorney’s rate.

3 Although Proskauer does not anticipate using contract attorneys during these chapter 11 cases, in the unlikely event that it becomes necessary to use contract attorneys, Proskauer will not charge a markup to the Debtors with respect to fees billed by such attorneys. Moreover, any contract attorneys or non-attorneys who are employed by the Debtors in connection with work performed by Proskauer will be subject to conflict checks and disclosures in accordance with the requirements of the Bankruptcy Code.

4 In the ordinary course of business, the standard hourly billing rates for Proskauer professionals and paraprofessionals are adjusted annually as of the commencement of the firm’s fiscal year on November 1 to reflect advancing seniority and promotion. As set forth in the Order, Proskauer will provide ten business-days’ notice to the Debtors, the U.S. Trustee, and any other official committee (if any) before implementing any periodic increases, and shall file any such notice with the Court.


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18. Prior to the Petition Date, Proskauer received certain amounts in the ordinary

course of business (as set forth in the Abelson Declaration) from the Debtors as compensation

for professional services relating to general corporate matters. Proskauer also received several

retainer fees and advances against fees and expenses for services to be performed in the

preparation for and prosecution of these Chapter 11 Cases, in the aggregate amount of

approximately $1.85 million, as disclosed in the Abelson Declaration. All amounts received and

retainers applied since November 1, 2015 (Proskauer’s last price increase) were calculated using

the hourly rates described above. The rate structure provided by Proskauer is appropriate and not

significantly different from (a) the rates that Proskauer charges for other similar types of

representations or (b) the rates that other comparable counsel would charge to do work

substantially similar to the work Proskauer will perform in these chapter 11 cases.

19. The Debtors also understand that Proskauer is customarily reimbursed for all

actual and necessary expenses incurred in connection with the representation of a client in a

given matter, including, but not limited to, photocopying charges, travel expenses, filing fees,

delivery charges, postage, long distance telephone charges, transcription charges, and

computerized legal research charges. Proskauer will seek reimbursement for its actual and

necessary costs and expenses incurred in connection with its representation of the Debtors, and

will maintain detailed records of all such costs and expenses.

20. Based on the foregoing, the Debtors believe the employment of Proskauer, on the

terms set forth herein, is necessary, in the best interests of the Debtors, and will enable the

Debtors to carry out its duties under the Bankruptcy Code.

Events Leading To Chapter 11

21. The Debtors engaged Proskauer as transactional counsel for approximately 2

years before the Petition Date. In April 2016, after almost two years of deteriorating market


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conditions, the Debtors engaged Credit Suisse, as investment banker, to analyze its financial

condition and assist the Debtors in pursuing restructuring options to address their liquidity

challenges. During this period, the Debtors anticipated having sufficient runway and liquidity to

pursue various restructuring options without the need for a near-term chapter 11 filing.

Unfortunately, while Credit Suisse presented a number of out-of-court restructuring alternatives

to the Debtors,5 market conditions continued to worsen and the Debtors’ liquidity became much

tighter than previously anticipated.

22. After it became clear that a new-money proposal was not an option, the Debtors’

restructuring focus shifted to the holders of the Debtors’ secured notes and their willingness to

engage in discussions on a potential transaction. Ultimately, in mid-summer 2016, the Debtors

began a series of good-faith, arms-length negotiations with the Ad Hoc Committee of

Noteholders (as defined in the First Day Declaration) over the terms of a restructuring that could

be accomplished by an out-of-court exchange offer (with the possibility of a combined exchange

offer with a pre-pack (otherwise known as a stapled pre-pack)) to be implemented in early 2017.

Unfortunately, time interceded, as the Debtors’ August interest payment, declining financial

performance and the length of these negotiations meant that the exchange offer could not be fully

solicited and closed before the expiration of the grace period (August 31, 2016) leaving the

Debtors vulnerable to potential creditor enforcement actions. At this point, in late-July/early-

August 2016, the options were limited and the Debtors pivoted to the pursuit of only a

prepackaged chapter 11 plan of reorganization, largely incorporating the same terms that were

contemplated for the exchange offer. To this end, Proskauer’s restructuring professionals acted

5 These alternatives included (i) a comprehensive recapitalization, (ii) a new money plan, which would include a partial equitization, an exchange of secured notes for new notes and a new equity contribution from the existing stockholders, and (iii) an out-of-court exchange offer that would replace the secured notes with new PIK notes.


9

with urgency to prepare the Debtors for a prepackaged chapter 11 plan before expiration of the

grace period on the August 1, 2016 interest payment.

23. A chart identifying the fees and the expenses incurred by Proskauer and paid by

the Debtors, as well as the advance payment retainers transferred by the Debtors to Proskauer,

prior to the Petition Date is included in the Abelson Declaration.

24. Pursuant to Bankruptcy Rule 2016(b), Proskauer has neither shared nor agreed to

share (a) any compensation it has received or may receive with another party or person, other

than with the partners, associates, and contract attorneys associated with Proskauer (if any) or (b)

any compensation another person or party has received or may receive.

25. As of the Petition Date, the Debtors did not owe Proskauer any amounts for legal

services rendered before the Petition Date.

Basis for Relief

26. Section 327(a) of the Bankruptcy Code provides that a Debtor, subject to Court

approval:

[M]ay employ one or more attorneys, accountants, appraisers, auctioneers, or other professional persons, that do not hold or represent an interest adverse to the estate, and that are disinterested persons, to represent or assist the trustee in carrying out the trustee’s duties under this title.

27. Bankruptcy Rule 2014(a) requires that an application for retention include:

[S]pecific facts showing the necessity for the employment, the name of the [firm] to be employed, the reasons for the selection, the professional services to be rendered, any proposed arrangement for compensation, and, to the best of the applicant’s knowledge, all of the [firm’s] connections with the debtor, creditors, any other party in interest, their respective attorneys and accountants, the United States trustee, or any person employed in the office of the United States trustee.

Fed. R. Bankr. P. 2014.


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28. The Debtors submit that for all the reasons stated herein and in the Abelson

Declaration, the retention and employment of Proskauer as the Debtors’ counsel pursuant to

section 327(a) of the Bankruptcy Code and Bankruptcy Rule 2014(a) is warranted.

A. Proskauer’s Retention is Necessary and is in the Best Interests of the Debtors’ Estates.

29. The Debtors submit, in light of Proskauer’s vast restructuring and transactional

experience and its institutional knowledge of the Debtors’ operations, Proskauer’s retention as

Debtors’ counsel is both necessary and in the best interests of the Debtors’ estates. Indeed, if

the Debtors are required to retain different counsel to replace Proskauer, the Debtors will need

to locate, educate, and integrate new counsel and expend significant resources in doing so,

rather than devoting their time and focus to their reorganization efforts. In this respect, retaining

Proskauer will avoid unnecessary administrative expenses and delays, result in cost efficiencies,

and will assist in facilitating the Debtors’ reorganization efforts.

30. The Debtors are subject to a tight schedule that was negotiated with the

Consenting Noteholders as part of the RSA, pursuant to which the Debtors are required, among

other things, to emerge from bankruptcy within [75] days. Replacing counsel at this late stage of

the case may seriously impair the Debtors ability to reorganize in chapter 11.

B. Proskauer Neither Holds nor Represents any Interest Adverse to the Debtors’ Estates and is a “Disinterested Person” within the meaning of Section 101(14) of the Bankruptcy Code.

31. To the best of the Debtors’ knowledge and except as disclosed herein and in the

Abelson Declaration, Proskauer: (a) does not represent, and does not hold, any interest adverse

to the Debtors’ estates; and (b) is a “disinterested person” within the meaning of section 101(14)

of the Bankruptcy Code and has no connection to the Debtors, their creditors, or other parties in

interest.


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32. As noted, Proskauer represented the Debtors as general corporate/transactional

counsel since mid-2014. When it was clear that the Debtors’ only option was to pursue a

prepack chapter 11 plan, Proskauer received an initial retainer (like all other professionals that

were involved in the case) and additional retainers as needed from time to time and ensure that

the amounts under the retainer exceeded the amounts the Debtors owed Proskauer. The amounts

due to Proskauer were setoff against the retainer prior to the filing of these chapter 11 cases. As

of the Petition Date Proskauer continues to hold $146,874.48 of the retainer and shall either

return this amount to the Debtors or, if retained, after approval by the Court will apply these

amounts to Proskauer’s postpetition fees and expenses.

33. Proskauer will use reasonable efforts to see that no conflicts or other

disqualifying circumstances exist or arise during the pendency of these chapter 11 cases. If any

new material facts or relationships are discovered or arise, Proskauer will use reasonable

efforts to identify them and will promptly file a supplemental declaration, as required by

Bankruptcy Rule 2014(a).

34. Proskauer represented, represents, and in the future will likely be involved in

other cases that are unrelated to these cases in which professionals involved in this case are

involved. Proskauer, however, is not representing any of those entities in these cases.

35. Proskauer may represent, or may have represented, parties in interest in

matters unrelated to these chapter 11 cases. Proskauer will not represent any such parties

with respect to any matters in these chapter 11 cases. Prior to Proskauer’s representation of

the Debtors with respect to its restructuring efforts, Proskauer represented both the Debtors

and their largest shareholder Clairvest Equity Partners III Limited Partnership (together with

certain other affiliates, “Clairvest”) on matters relating to the Debtors, but not these chapter


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11 cases (the Clairvest representation closed in spring 2016). Proskauer may continue to

provide services to Clairvest (though it is not an active client at the time of filing of this

Application), but these services will not pertain to any matters relating directly or indirectly

to these chapter 11 cases.

Notice

36. The Debtors will provide notice of this Application to the U.S. Trustee pursuant

to Local Rule 9003-1. A copy of this Application is also available on the website of the Debtors’

notice and claims agent at http://cases.primeclerk.com/LTR. In light of the nature of the relief

requested, the Debtors submit that no other or further notice is required.

No Prior Request

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

any other court.


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WHEREFORE, the Debtors respectfully request that the Court enter the Order,

substantially in the form attached hereto as Exhibit A, and grant such other and further relief to

which the Debtors may be justly entitled.

Dated: September 23, 2016

LIGHT TOWER RENTALS, INC. et al. /s/ Keith Muncy Keith Muncy Chief Financial Officer


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CERTIFICATE OF SERVICE

I hereby certify that on the 23rd day of September 2016, a true and correct copy of the foregoing was service electronically via the Court’s CM/ECF electronic notification system upon the following:

Hector Duran United States Trustee Office 515 Rusk Houston, Texas 77002

/s/ Patricia B. Tomasco Patricia B. Tomasco


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EXHIBIT A

Proposed Order

Case 16-34284 Document 134-1 Filed in TXSB on 09/23/16 Page 1 of 5

1 9580/46103-001 CURRENT/58948418v8 09/17/2016 2:24 PM


HOUSTON DIVISION

In re:


Debtors.

) ) ) ) ) ) ) ) )

Chapter 11

Case No. 16-34284 (DRJ)


Re: Docket No. ___

ORDER AUTHORIZING THE RETENTION AND

EMPLOYMENT OF PROSKAUER ROSE LLP AS ATTORNEYS FOR THE DEBTORS EFFECTIVE NUNC PRO TUNC TO PETITION DATE

Upon the Application for Entry of an Order Authorizing the Retention and Employment

of Proskauer Rose LLP as Attorneys for the Debtors Nunc Pro Tunc to the Petition Date (the

“Application”);2 and the Abelson Declaration filed in support of the Application; and the Court

having found that the Court has jurisdiction over this matter pursuant to 28 U.S.C. § 1334; and

the Court having found that the Application is a core proceeding pursuant to 28 U.S.C.

§ 157(b)(2); and it appearing that venue of this proceeding and the Application in this district is

proper pursuant to 28 U.S.C. §§ 1408 and 1409; and the Court having found based on the

representations made in the Application and in the Abelson Declaration that Proskauer is a

“disinterested person” as defined in section 101(14) of the Bankruptcy Code and as required by

section 327(a) of the Bankruptcy Code; and the Court having found that the relief requested in



2 Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Application.


2 9580/46103-001 CURRENT/58948418v8 09/17/2016 2:24 PM

the Application is in the best interests of the Debtors’ estates, their creditors, and other parties in

interest; and the Court having found that the Debtors provided adequate and appropriate notice of

the Application under the circumstances and that no other or further notice is required; and the

Court having reviewed the Application and having heard statements in support of the

Application at a hearing held before the Court (the “Hearing”); and the Court having determined

that the legal and factual bases set forth in the Application and at the Hearing establish just cause

for the relief granted herein; and any objections to the relief requested herein having been

withdrawn or overruled on the merits; and after due deliberation and sufficient cause appearing

therefor, it is HEREBY ORDERED THAT:

1. The Application is approved and granted to the extent set forth herein.

2. Pursuant to sections 327 and 328 of the Bankruptcy Code, the Debtors are

authorized and empowered to retain and employ Proskauer Rose LLP (“Proskauer”) as its

counsel in these chapter 11 cases nunc pro tunc to the Petition Date.

3. Proskauer is authorized to render professional services to the Debtors as described

in the Application and Abelson Declaration. Specifically, but without limitation, Proskauer will

render the following legal services:







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4. Proskauer shall apply for compensation for professional services rendered and

reimbursement of expenses incurred in connection with the Debtors’ chapter 11 cases in

compliance with sections 330 and 331 of the Bankruptcy Code and applicable provisions of the

Bankruptcy Rules, Local Bankruptcy Rules, and any other applicable procedures and orders of

the Court. Proskauer also intends to make a reasonable effort to comply with the U.S. Trustee’s

requests for information and additional disclosures as set forth in the Guidelines for Reviewing

Applications for Compensation and Reimbursement of Expenses Filed under 11 U.S.C. § 330 by

Attorneys in Larger Chapter 11 Cases Effective as of November 1, 2013 (the “Revised UST

Guidelines”), both in connection with the Application and the interim (if any) and final fee

applications to be filed by Proskauer in these chapter 11 cases.

5. Proskauer shall not charge a markup to the Debtors with respect to fees billed by

contract attorneys who are hired by Proskauer to provide services to the Debtors (if any) and


4 9580/46103-001 CURRENT/58948418v8 09/17/2016 2:24 PM

shall ensure that any such contract attorneys are subject to conflict checks and disclosures in

accordance with the requirements of the Bankruptcy Code and Bankruptcy Rules.

6. Proskauer shall provide ten business-days’ notice to the Debtors, the U.S. Trustee,

and any other official committee (if any) before any increases in the rates set forth in the

Application are implemented and shall file such notice with the Court. The U.S. Trustee retains

all rights to object to any rate increase on all grounds, including the reasonableness standard set

forth in section 330 of the Bankruptcy Code, and the Court retains the right to review any rate

increase pursuant to section 330 of the Bankruptcy Code.

7. The Debtors and Proskauer are authorized to take all actions necessary to

effectuate the relief granted pursuant to this Order in accordance with the Application.

8. Notice of the Application as provided therein is deemed to be good and sufficient

notice of such Application, and the requirements of the Local Bankruptcy Rules are satisfied by

the contents of the Application.

9. To the extent the Application or the Abelson Declaration is inconsistent with this

Order, the terms of this Order shall govern.

10. The terms and conditions of this Order shall be immediately effective and

enforceable upon its entry.

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

the implementation of this Order.

Dated: ________________, 2016 Houston, Texas

_________________________________________ DAVID R. JONES UNITED STATES BANKRUPTCY JUDGE


9580/46103-001 CURRENT/58948418v8 09/17/2016 2:24 PM

EXHIBIT B

Abelson Declaration


1 9580/46103-001 CURRENT/58948418v8 09/17/2016 2:24 PM


HOUSTON DIVISION

In re:


Debtors.

)))))))

Chapter 11

Case No. 16-34284 (DRJ)


DECLARATION OF PHILIP M. ABELSON IN SUPPORT OF THE APPLICATION FOR ENTRY OF AN ORDER AUTHORIZING THE RETENTION AND

EMPLOYMENT OF PROSKAUER ROSE LLP AS ATTORNEYS FOR THE DEBTORS EFFECTIVE NUNC PRO TUNC TO THE PETITION DATE

I, Philip M. Abelson, being duly sworn, state the following under penalty of perjury:

1. I am a member of the law firm of Proskauer Rose LLP (“Proskauer”), located at

Eleven Times Square, New York, New York 10036. I am the lead attorney from Proskauer

working on behalf of the above-captioned debtors and debtors in possession in these chapter 11

cases. I am a member in good standing of the Bars of the State of New York and the State of

California (voluntarily inactive). I am admitted to practice in the United States District Court for

the Southern District of New York, the United States Court of Appeals for the Second Circuit,

and the United States Supreme Court.

1. I submit this declaration (the “Declaration”) in support of the Debtors’

Application for Entry of an Order Authorizing the Retention and Employment of Proskauer Rose

LLP as Attorneys for the Debtors Effective Nunc Pro Tunc (the “Application”).2 Except as

otherwise stated in this Declaration, I have personal knowledge of the matters set forth herein.



2 Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Application.


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To the extent any information disclosed herein requires amendment, supplement, or modification

upon Proskauer’s completion of further review, or as additional party in interest information

becomes available, a supplemental declaration (by me, or another member of Proskauer) will be

submitted to the Court reflecting such amended, supplemented, or modified information.

Proskauer’s Qualifications

2. Proskauer is an international firm with more than 708 lawyers in multiple

countries, including the United States, United Kingdom, China, France, and Brazil. Within the

United States, Proskauer has offices in New York, New York; Boca Raton, Florida; Boston,

Massachusetts; Chicago, Illinois; Los Angeles, California; New Orleans, Louisiana; Newark,

New Jersey; and Washington, D.C. Proskauer’s attorneys provide a wide range of legal services,

including corporate, litigation, regulatory, and employment law.

3. Proskauer’s attorneys have extensive experience representing debtors, creditors’

committees, , creditors, trustees, and others in a wide variety of bankruptcy cases. Proskauer’s

attorneys currently represent, or have represented, debtors and creditors in multiple large and

complex chapter 11 cases, and have been involved in some of the largest chapter 11 cases of the

past decades, including Caesars, Energy Future Holdings, Enron, G-I Holdings, Lehman

Brothers, Refco, Ambac, MF Global, Capmark, Texaco, NewPage and Chrysler, as well as other

complex restructurings, both in and out of court.

4. The attorneys from Proskauer who will be employed in these chapter 11 cases are

each members in good standing in the jurisdictions in which such attorneys are admitted.

5. Proskauer is familiar with the Debtors’ businesses, finance, operations, the

proposed restructuring, and many of the potential legal issues that may arise in the context of

these chapter 11 cases.


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Services to be Provided

6. The Debtors anticipate that Proskauer will, among other things, render the

following legal services:













Proskauer’s Rates and Billing Practices

7. Proskauer intends to apply for compensation for professional services rendered on

an hourly basis and reimbursement of expenses incurred in connection with these chapter 11


4 9580/46103-001 CURRENT/58948418v8 09/17/2016 2:24 PM

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

Bankruptcy Code, the Bankruptcy Rules, the Local Bankruptcy Rules, and any other applicable

procedures and orders of the Court. The hourly rates and corresponding rate structure Proskauer

will use in these chapter 11 cases are the same as the hourly rates and corresponding rate

structure that Proskauer uses in other restructuring matters, as well as similar complex corporate,

securities, and litigation matters whether in court or otherwise, regardless of whether a fee

application is required. These rates and the rate structure reflect that such restructuring and other

complex matters typically are national in scope and involve great complexity, high stakes, and

severe time pressures.

8. Proskauer operates in a national marketplace for legal services in which rates are

driven by multiple factors relating to the individual lawyer, his or her area of specialization, the

firm’s expertise, performance, and reputation, the nature of the work involved, and other factors.

9. The billing rates of the Proskauer attorneys principally expected to work on this

matter range as follows3:

Billing Category4 U.S. Range

Partners $1,040-$1,300 Counsel $980-$1070

Associates $495-$930 Paraprofessionals $205-$395

10. Proskauer’s hourly rates are set at a level designed to compensate Proskauer fairly

for the work of its attorneys and paraprofessionals and to cover fixed and routine expenses.

3 To the extent that attorneys with higher rates perform services for the Debtors, Proskauer will supplement this

Application with a notice of such attorney’s rate.

4 Although Proskauer does not anticipate using contract attorneys during these chapter 11 cases, in the unlikely event that it becomes necessary to use contract attorneys, Proskauer will not charge a markup to the Debtors with respect to fees billed by such attorneys. Moreover, any contract attorneys or non-attorneys who are employed by the Debtors in connection with work performed by Proskauer will be subject to conflict checks and disclosures in accordance with the requirements of the Bankruptcy Code.


5 9580/46103-001 CURRENT/58948418v8 09/17/2016 2:24 PM

Hourly rates vary with the experience and seniority of the individuals assigned. These hourly

rates are subject to periodic adjustments to reflect economic and other conditions.5

11. The rate structure provided by Proskauer is appropriate and not significantly

different from (a) the rates that Proskauer charges for other similar types of representations or (b)

the rates that other comparable counsel would charge to do work substantially similar to the

work Proskauer will perform in these chapter 11 cases.

12. Proskauer is customarily reimbursed for all actual and necessary expenses

incurred in connection with the representation of a client in a given matter, including, but not

limited to, photocopying charges, travel expenses, filing fees, delivery charges, postage, long

distance telephone charges, transcription charges, and computerized legal research charges.

Proskauer will seek reimbursement for its actual and necessary costs and expenses incurred in

connection with its representation of the Debtors, and will maintain detailed records of all such

costs and expenses.

Events leading to Chapter 11

13. I am advised that Proskauer has represented LTR in the ordinary course of

business since 2014 in connection with general corporate matters. The Debtors engaged

Proskauer as transactional counsel for approximately 2 years before the Petition Date. In April

2016, after almost two years of deteriorating market conditions, the Debtors engaged Credit

Suisse, as investment banker, to analyze its financial condition and assist the Debtors in pursuing

restructuring options to address their liquidity challenges. During this period, the Debtors

anticipated having sufficient runway and liquidity to pursue various restructuring options without 5 In the ordinary course of business, the standard hourly billing rates for Proskauer professionals and

paraprofessionals are adjusted annually as of the commencement of the firm’s fiscal year on November 1 to reflect advancing seniority and promotion. As set forth in the Order, Proskauer will provide ten business-days’ notice to the Debtors, the U.S. Trustee, and any other official committee before implementing any periodic increases, and shall file any such notice with the Court.


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the need for a near-term chapter 11 filing. Unfortunately, while Credit Suisse presented a

number of out-of-court restructuring alternatives to the Debtors,6 market conditions continued to

worsen and the Debtors’ liquidity became much tighter than previously anticipated.

14. After it became clear that a new-money proposal was not an option, the Debtors’

restructuring focus shifted to the holders of the Debtors’ secured notes and their willingness to

engage in discussions on a potential transaction. Ultimately, in mid-summer 2016, the Debtors

began a series of good-faith, arms-length negotiations with the Ad Hoc Committee of

Noteholders (as defined in the First Day Declaration) over the terms of a restructuring that could

be accomplished by an out-of-court exchange offer (with the possibility of a combined exchange

offer with a pre-pack (otherwise known as a stapled pre-pack)) to be implemented in early 2017.

Unfortunately, time interceded, as the Debtors’ August interest payment, declining financial

performance and the length of these negotiations meant that the exchange offer could not be fully

solicited and closed before the expiration of the grace period (August 31, 2016) leaving the

Debtors vulnerable to potential creditor enforcement actions. At this point, in late-July/early-

August 2016, the options were limited and the Debtors pivoted to the pursuit of only a

prepackaged chapter 11 plan of reorganization, largely incorporating the same terms that were

contemplated for the exchange offer. To this end, Proskauer’s restructuring professionals acted

with urgency to prepare the Debtors for a prepackaged chapter 11 plan before expiration of the

grace period on the August 1, 2016 interest payment.

15. Proskauer is not a creditor of the Debtors. In the one year prior to the Petition

Date, Proskauer received payment (a) for professional services rendered in the ordinary course of

6 These alternatives included (i) a comprehensive recapitalization, (ii) a new money plan, which would include a partial equitization, an exchange of secured notes for new notes and a new equity contribution from the existing stockholders, and (iii) an out-of-court exchange offer that would replace the secured notes with new PIK notes.


7 9580/46103-001 CURRENT/58948418v8 09/17/2016 2:24 PM

business and in connection with a potential out-of-court restructuring, in the aggregate amount of

$996,091.25, and an expense reimbursement in the amount of approximately $23,754.52;7 (b) on

August 1, 2016, of an initial retainer and advance against fees and expenses in the amount of

$500,000, on account of professional services performed in preparation for and prosecution of

these chapter 11 cases; (c) on August 5, 2016, of an additional retainer in the amount of

$500,000; (d) on August 17, 2016, of an additional retainer in the amount of $500,000; and (e)

on August 23, 2016, of an additional retainer in the amount of $350,000 (all the additional

retainers are for the same purposes as the initial retainer). As of the Petition Date, after applying

prepetition amounts due, Proskauer currently holds a retainer in the approximate amount of

$146,874.48. A chart identifying the payments made by the Debtors to Proskauer in the 90 days

prior to the Petition Date is set forth below:

Type of Transaction

Payment Date/ Date Retainer was Funded

Payment Amount/Application of

the Retainer

Retainer Balance

Invoice Payment 7/12/2016 $197,451.05 N/A

Invoice Payment 8/15/2016 $822,394.72 N/A

Initial Advance Payment Retainer

8/1/2016 $500,000 $500,000

Additional Advance Payment Retainer

8/5/2016 $500,000 $1,000,000


8/17/2016 $500,000 $1,500,000

Application of the Retainer

8/23/2016 $1,098,991.46 $401,008.54

7 These amounts include only payments in the ordinary course and exclude payment covered by the retainers (detailed in the table below).


8 9580/46103-001 CURRENT/58948418v8 09/17/2016 2:24 PM

Type of Transaction

Payment Date/ Date Retainer was Funded

Payment Amount/Application of

the Retainer

Retainer Balance


8/23/2016 $350,00.00 $751,008.54

Application of the Retainer

8/30/2016 $604,134.06 $146,874.48

16. As of the Petition Date, the Debtors did not owe Proskauer any prepetition

amounts for legal services rendered.

17. As mentioned above, Proskauer represented the Debtors as general

corporate/transactional counsel since mid-2014. When it was clear that the Debtors’ only option

was to pursue a prepack chapter 11 plan, Proskauer received an initial retainer (like all other

professionals that were involved in the case) and additional retainers as needed from time to time

and ensure that the amounts under the retainer exceeded the amounts the Debtors owed

Proskauer. The amounts due to Proskauer were setoff against the retainer prior to the filing of

these chapter 11 cases. As of the Petition Date Proskauer continues to hold $146,874.48 of the

retainer and shall either return this amount to the Debtors or, if retained, after approval by the

Court will apply these amounts to Proskauer’s postpetition fees and expenses.

18. Pursuant to Bankruptcy Rule 2016(b), Proskauer has not shared nor agreed to

share (a) any compensation it has received or may receive from the Debtors with another party

or person, other than with Proskauer’s professionals or (b) any compensation another person or

party has received or may receive.

Attorney Statement Regarding Revised U.S. Trustee Guidelines

19. Proskauer shall apply for compensation for professional services rendered and

reimbursement of expenses incurred in connection with its representation of the Debtors in these


9 9580/46103-001 CURRENT/58948418v8 09/17/2016 2:24 PM

chapter 11 cases in compliance with sections 330 and 331 of the Bankruptcy Code and

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

applicable procedures and orders of the Court. Proskauer also intends to make a reasonable

effort to comply with the U.S. Trustee’s requests for information and additional disclosures as set

forth in the Guidelines for Reviewing Applications for Compensation and Reimbursement of

Expenses Filed Under 11 U.S.C. § 330 by Attorneys in Larger Chapter 11 Cases Effective As of

November 1, 2013 (the “Revised UST Guidelines”), both in connection with this application and

the interim and final fee applications to be filed by Proskauer in these chapter 11 cases.

20. The following is provided in response to the request for additional information set

forth in Paragraph D.1. of the Revised UST Guidelines:

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

Response: No. Proskauer and the Debtors have not agreed to any variations from, or alternatives to, Proskauer’s standard billing arrangements for this engagement.

Question: Do any of the professionals included in the engagement vary their rate based on the geographic location of the bankruptcy case?

Response: No.

Question: If you represented the client in the 12 months prepetition, disclose your billing rates and material financial terms for the prepetition engagement, including any adjustments during the 12 months prepetition. If your billing rates and material financial terms have changed postpetition, explain the difference and the reasons for the difference.

Response: Proskauer represented the Debtors as general transactional counsel in the 12 months prepetition. Other than annual rate increase every year on November 1, Proskauer did not vary its hourly rates during the prepetition period and will continue to use its customary hourly rates during the pendency of these chapter 11 cases.


10 9580/46103-001 CURRENT/58948418v8 09/17/2016 2:24 PM

Question: Has your client approved your prospective budget and staffing plan, and, if so, for what budget period?

Response: Proskauer’s budget and staffing plan for the period from August 30, 2016 through October 30, 2016 has been provided to the Debtors for review and approval. Proskauer will notify the Office of the United States Trustee when the Debtors have formally approved the budget and staffing plan for this period. Proskauer will develop and review with the Debtors additional budget and staffing plans for fee periods beyond October 2016, if necessary.

Disinterestedness of Proskauer

21. Except as set forth herein, to the best of my knowledge, information and belief

after due inquiry by me, or attorneys working under my supervision, neither I, Proskauer, nor

any member, counsel, or associate of, Proskauer currently represents any party in interest or

entity other than the Debtors in connection with these chapter 11 cases.

22. Proskauer may represent, or may have represented, parties in interest in

matters unrelated to these chapter 11 cases. Proskauer will not represent any such parties

with respect to any matters in these chapter 11 cases.

23. Based upon the foregoing and the disclosures set forth herein, I believe that

Proskauer is a “disinterested person,” as such term is defined in Bankruptcy Code section

101(14), as modified by section 1107(b), in that Proskauer, its members, counsel, and associates:

(i) are not creditors, equity security holders, or insiders of the Debtors;

(ii) are not and were not, within two (2) years before the Commencement Date, a director, officer, or employee of the Debtors; and

(iii) do not have an interest materially adverse to the interests 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 Debtors or for any other reason.


11 9580/46103-001 CURRENT/58948418v8 09/17/2016 2:24 PM

Proskauer’s Disclosure Procedures

24. Proskauer has a large and diversified legal practice that encompasses the

representation of many financial institutions and commercial corporations, including entities that

have interests in distressed debt and/or distressed entities. Proskauer has in the past represented,

currently represents, and may in the future represent, entities that are claimants of, or interest

holders in, the Debtors, in matters unrelated to the Debtors’ chapter 11 cases. Some of these

entities are, or may consider themselves to be, creditors or parties in interest in the Debtors’

chapter 11 cases or may otherwise have interests in these cases. Proskauer will not represent

such entities in matters related to these chapter 11 cases. Some of Proskauer’s clients in

unrelated matters are in the business of buying and selling claims in chapter 11 cases.

Accordingly, without Proskauer’s knowledge it is possible that certain of its clients have or will

buy or sell claims against the Debtors’ estate during these chapter 11 cases.

25. In preparing this Declaration, I caused attorneys working under my supervision to

implement a set of procedures utilized by Proskauer to ensure compliance with the requirements

of the Bankruptcy Code and the Bankruptcy Rules regarding the retention of professionals by a

debtor in possession under the Bankruptcy Code (the “Firm Disclosure Procedures”). Pursuant

to the Firm Disclosure Procedures, I performed, or caused to be performed, the following actions

to identify the parties relevant to this Declaration and to ascertain Proskauer’s connection to such

parties:

(a) As part of the Firm Disclosure Procedures, Proskauer consulted the list of interested parties provided by the Debtors (the “Potential Parties in Interest”) in generating the Match List described in section 6(c) below. The Potential Parties in Interest list is annexed hereto as Schedule A.

(b) Proskauer maintains a master client database that it compiles from information obtained through its conflict clearance system and its


12 9580/46103-001 CURRENT/58948418v8 09/17/2016 2:24 PM

client billing records (the “Conflicts Database”). I understand that the Conflicts Database includes the names of entities for which any attorney has billed time charges since the database was created, and the name of each current or former client, the names of the parties who are or were related or adverse to such current or former client, and the names of the Proskauer personnel who are or were responsible for current or former matters for such client. It is Proskauer’s policy that no new matter may be accepted or opened within the firm without timely completing and submitting to those charged with maintaining the conflict clearance system the information necessary to check each such matter for conflicts, including the identity of the prospective client, the name of the matter, adverse parties (if known) and, in some cases, parties related to the client or to an adverse party. Accordingly, it is my understanding that the database is updated for every new matter undertaken by Proskauer. The accuracy of the system is a function, in part, of the completeness and accuracy of the information submitted by the attorney opening a new matter.

(c) Proskauer compared the names of each of the Potential Parties in Interest against the names contained in Proskauer’s Conflicts Database for which professional time was recorded during the two (2) years prior to the comparison. Any matches between the names on the list of Potential Parties in Interest and those in the Conflicts Database were compiled in a list, together with the names of the respective Proskauer personnel responsible for the identified client matters (the “Match List”).

(d) A Proskauer attorney was instructed to then review the Match List and delete obvious name coincidences and individuals or entities that were adverse to Proskauer’s clients in the matter referenced on the Match List.

(e) Using information in the Conflicts Database relating to entities on the Match List, and making general and, where applicable, specific inquiries of Proskauer personnel, Proskauer verified that it does not represent and has not represented any entity on the Match List in a matter connected to the Debtors, or these chapter 11 cases, except as specified herein.

(f) In addition, a general inquiry to all Proskauer personnel (attorneys and staff) was sent by electronic mail to determine whether any such individual, his or her spouse, minor children, or family


13 9580/46103-001 CURRENT/58948418v8 09/17/2016 2:24 PM

members living in his or her household (a) owns any equity security of the Debtors or any of its affiliates; (b) owns any debt security of the Debtors or any of its affiliates; (c) holds a general unsecured claim against the Debtors or any of its affiliates; (d) holds any other claim against the Debtors or any of its affiliates; (e) is or was, within the last two (2) years, an officer, director, or employee of the Debtors or any of its affiliates; (f) holds an interest materially adverse to the interest of the Debtors or any of its affiliates, or of any class of creditors or equity security holders, by reason of any direct or indirect relationship to, connection with, or interest in, the Debtors or any of its affiliates, or for any other reason; or (g) is related to any Judge of the United States Bankruptcy Court for the Southern District of Texas and/or any employee of the Office of the United States Trustee for Region 7. No responses were received to this general inquiry.

(vii) I understand that the information disclosed herein is current through August 30, 2016.

Proskauer’s Connections with Parties in Interest in Matters Unrelated to these Chapter 11 Cases

26. In applying the Firm Disclosure Procedures, Proskauer has identified the client

connections disclosed below. The connections are categorized as follows: (i) Potential Parties In

Interest, or affiliates thereof, for which Proskauer has rendered services within the last two (2)

years (“Current Clients”); (ii) Potential Parties In Interest, or affiliates thereof, for which

Proskauer has rendered services in the past two (2) years and with respect to which Proskauer’s

engagement is closed (“Former Clients”), and (iii) Potential Parties in Interest, or affiliates

thereof, that either (a) have a name similar to a client identified on the Match List, or (b) are or

may be related to a client identified on the Match List (collectively, the parties referred to in

clauses (a) and (b), hereinafter the “Potentially Related Parties”). All client connections were

diligently reviewed by an attorney working under my supervision or the supervision of my

colleagues. From such review, it was determined that, except as disclosed below, with respect to


14 9580/46103-001 CURRENT/58948418v8 09/17/2016 2:24 PM

each connection between Proskauer and such parties, Proskauer does not hold or represent an

interest adverse to the Debtors’ estates, and that Proskauer is a “disinterested person” as such

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

reasons discussed below.

A. Current Clients

27. In applying the Firm Disclosure Procedures, Proskauer has determined that

Proskauer has rendered services within the past two (2) years to the Current Clients, or their

affiliates, identified in Schedule B (the “Current Client List”), in matters unrelated to the

Debtors and these chapter 11 cases.

28. Prior to Proskauer’s representation of the Debtors with respect to its

restructuring efforts, Proskauer represented both the Debtors and their largest shareholder

Clairvest Equity Partners III Limited Partnership (together with certain other affiliates,

“Clairvest”) on matters relating to the Debtors, but not these chapter 11 cases (the Clairvest

representation closed in spring 2016). Proskauer may continue to provide services to

Clairvest (though it is not an active client at the time of filing of this Application), but these

services will not pertain to any matters relating directly or indirectly to these chapter 11

cases.

29. To the best of my knowledge, information and belief, the fees paid to Proskauer in

the last twelve months (August 2015 through August 2016) for each entity listed on the Current

Client list, attached as Schedule B, did not exceed 1% of Proskauer’s annual gross revenue for

such period.


15 9580/46103-001 CURRENT/58948418v8 09/17/2016 2:24 PM

B. Former Clients

30. In applying the Firm Disclosure Procedures, Proskauer has determined that the

following Potential Parties in Interest, identified in Schedule C, are Former Clients.

C. Potentially Related Parties

31. In applying the Firm Disclosure Procedures, Proskauer has identified in Schedule

D the following Potentially Related Parties the either have a name similar to a client identified on

the Match List, or are or may be related to a client identified on the Match List.

32. With respect to the entities listed as Current Clients, Former Clients and

Potentially Related Parties, Proskauer has not, and will not, represent any of these entities, or any

of their respective affiliates or subsidiaries, in connection with the Debtors or these chapter 11

cases.

33. It is possible that Proskauer has represented, or may represent, certain other

presently unknown entities that are, may be, or may believe themselves to be creditors or parties

in interest in these cases, including vendors, utility providers, ordinary course professionals,

employees, and other equity holders. To the extent of any such connections, Proskauer has not,

and will not, represent any of these entities, or any of their respective affiliates or subsidiaries, in

connection with the Debtors or their chapter 11 cases.

34. Many of Proskauer’s attorneys are active in local, regional and national bar and

other professional associations, and in community organizations. As a result, Proskauer

attorneys have developed relationships with judges and attorneys throughout the country. In

unrelated matters, Proskauer is frequently co-counsel with or adverse to many of the law firms

and individual attorneys who will be involved in these cases. Similarly, in unrelated matters,


16 9580/46103-001 CURRENT/58948418v8 09/17/2016 2:24 PM

Proskauer frequently works with or is adverse to certain of the other professional advisors that

may be involved in these cases.

35. I do not believe that any connections or potential connections between Proskauer

and the entities identified in the attached schedules results in Proskauer holding or representing

an interest materially adverse to the Debtors, their estate, their creditors, or any other party in

interest, or their respective attorneys and accountants.

D. Specific Disclosures

36. Through its employee benefits and executive compensation practice, Proskauer

often represents individuals negotiating their employment agreements with their respective

employers. Certain of these employers may be parties in interest in these cases. Unless the

employer independently is (or was) a client of Proskauer, these instances will not be specifically

identified herein or the attachments.

Proskauer Personnel Inquiry

37. As noted, Proskauer has conducted a general inquiry of Proskauer personnel

(attorneys and staff) by electronic mail to determine whether any such individual, his or her

spouse, minor children, or family members living in his or her household: (i) owns any equity

security of the Debtors; (ii) owns any debt security of the Debtors; (iii) holds a general unsecured

claim against the Debtors; (iv) holds any other claim against the Debtors; (v) is or was, within

the last two (2) years, an officer, director, or employee of the Debtors; (vi) holds an interest

materially adverse to the interests of the Debtors, or of any class of creditors or equity security

holders, by reason of any direct or indirect relationship to, connection with, or interest in, the

Debtors, or for any other reason; or (vii) is related to any Judge of the United States Bankruptcy


17 9580/46103-001 CURRENT/58948418v8 09/17/2016 2:24 PM

Court for the Southern District of Texas and/or any employee of the Office of the United States

Trustee for Region 7.

38. Based upon the inquiry and the responses received, I have determined that no

Proskauer personnel maintains any materially adverse connection with, or relationship to, the

Debtors, or holds claims against the Debtors, or equity interests therein.

39. Proskauer will continue to apply the Firm Disclosure Procedures as additional

information is developed and, as necessary, will file appropriate supplemental disclosures with

the Court.

40. The foregoing constitutes the statement of Proskauer pursuant to Bankruptcy

Code sections 327(a), 504, and Bankruptcy Rule 2014.


9580/46103-001 CURRENT/58948418v8 09/17/2016 2:24 PM

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

and correct to the best of my knowledge and belief.

Dated: September 23, 2016 Respectfully submitted,

/s/ Philip M. Abelson Philip M. Abelson as Partner of Proskauer Rose LLP


9580/46103-001 CURRENT/58948418v8 09/17/2016 2:24 PM

Schedule A

Potential Parties in Interest


1 9580/46103-001 CURRENT/58948418v8 09/17/2016 2:24 PM

Search Parties

ABL Lenders

Jefferies Finance LLC RBC Capital Markets Agents and Indenture Trustees The Bank of New York Mellon Trust Company, N.A. Jefferies Finance LLC RBC Capital Markets

Contract Counterparties

BCBS Fidelity ADP ARI AT&T Atmos Energy City of Artesia City of Fort Collins City of Asherton City of Canadian City of Charlotte City of Cleburne City of Gonzales City of Odessa City of Pecos City of Stanley City of Williston Century Link Certify Cintas Corporation Dallas Cowboys Direct TV DFW Alarm Discount Tires Eagle Propane & Fuel East Lamar Water District Fleetpride Frontier Communications Frontier LPGas Asusena Garcia Grainger Great America Financial


2 9580/46103-001 CURRENT/58948418v8 09/17/2016 2:24 PM

Guardian Guadalupe Valley Electric Coop Horizon Cable Service Houston County Electric Coop HAS Bank IPFS Corporation JJ Keller & Associates Karnes Electric Cooperative M&M Waste Management McGriff, Sielboels & Williams Metro Sanitation Midcontinent Communications Montana Dakota Utilities Multiquip Inc Oklahoma Electric Coop Pecos Water Station Petit Jean Electric Coop Pinnacle Propane Quitman Water works Reliant Energy Smith Oilfield Services Southwest Water Authority TerryBerry Company Texas Disposal Systems Texas Gas Service Texas Oilfield Service Town of Pecos UPS Verizon Virginia Hills Water Supply Waste Management West Texas Water Well Service West Texas Gas White Shark Energy, LLC WEX Bank Xcel Energy Xerox Corporation ZTR Control Systems, LLC Z-Teck Construction Creditors – Open Credits 1776 Energy Operator LLC. A&A Tank Truck Company Ameritest, Inc. Angel Ranch Co. LLC


3 9580/46103-001 CURRENT/58948418v8 09/17/2016 2:24 PM

Antero Resources Corporation Apache Corporation Bea Logistics Services LLC BHP - Billiton Operating Co. Inc. Black Brush Oil and Gas LP BOS Solutions Inc. BP Amoco Brigadier Operation LLC Buffalo Oilfield Services Burleson Petroleum Inc. Cabot Oil & Gas Cash Customer Cathedral Energy Services Chaparral Energy, LLC Chevron USA Cimarex Energy Co. Clayton Williams Energy Cog Operating LLC Coil Tubing Services Comstock Oil & Gas, LLC Concho Resources Inc. Conoco Phillips Continental Resources Inc. Crescent Directional Drilling Crossfire LLC Desoto Gathering Devon Energy Corporation Drill Tech LLC E F Energy, LLC Encana Oil & Gas (USA) Inc. Endeavor Energy Resources Energen Resources Corp Enervest Operating LLC EOG Resources Etc Texas Pipeline, Ltd. Evers & Sons, Inc. EXCO Resources, Inc Green Energy Oilfield Services, LLC Halcon Resources Corporation Halliburton Energy Services HB Rentals LC Hess Corp. Hess Ohio Developments KSG Properties LLC Laredo Petroleum Inc. LDI LLC


4 9580/46103-001 CURRENT/58948418v8 09/17/2016 2:24 PM

M D America Marable Transports Inc. Marathon Oil Company Mewbourne Oil Co. Mewbourne Oil Co. Mi Swaco - Mud Plant & Water Well Midwest Hose & Specialty, Inc Oasis Petroleum Overflow Energy LLC Oxy USA, Inc. Panther Energy Company II LLC Parsley Energy Patriot Drilling Fluids Peggy Lopez Permian Resources, LLC Petrohunt LLC Pioneer Natural Resources QEP Energy Company Range Resources Corp. Red Willow Rosetta Resources Inc. Sandridge Seeco Inc. Seldon Energy Partners, LLC Sheridan Production Company LLC Stallion Rockies Ltd Stat Oil Strike LLC Tervita LLC. Triangle Petroleum Corporation Trinity Environmental SWD, LLC Vantage Energy Weatherford Fracturing Technologies Weatherford Secure Drilling Service White Horse Water LLC White Star Petroleum, LLC Whiting Oil and Gas Corp. XTO Energy Inc.

Current & Former Directors & Officers

Avary, John Beckstrom, Mark Bond, Pat Castellarin, Michael Dhonte, Sebastien Dudman, Bryan


5 9580/46103-001 CURRENT/58948418v8 09/17/2016 2:24 PM

Friedman, Darren Hatch, Rob Hogan, Ted Jolley, Mike McNally, Jeff Muncy, Keith Rivers, Chris Rotman, Ken Valles, Nina

Current & Potential Litigation Counterparties

1776 Energy Operators, LLC Alexander Petroleum B & J Oilfield Service, Inc. Blackrock Services, LLC Charlotte Wright DNA Treasure Recycling CK Investments DBA BK Trucking Clean Water Solutions Daniel D Mathews Eagle Ford Waste Water Recycling, LLC Energy & Exploration Partners, LLC Energy Waste Services, LLC Grillot Construction, Inc. Halo Holdings Group LLP Itasca Louisiana Crane Company, LLC Maverick Field Services LLC National Fluid Carriers Inc New Gulf Resources, LLC Permian Basin H2O, LP d/b/a West Texas H2O SandRidge Energy, Inc. T B Rental Services, Inc. Texas Environmental Services TFS Flow Control, LLC Travis Holm Trident Global Enterprises LLC Trinity Oil & Gas Corp. Viper Services, LLC William M. Cobb & Associates, Inc. Xstar Resources

Customers

1776 Energy Operator LLC. 2G Rental Solutions LLC 3T Rentals


6 9580/46103-001 CURRENT/58948418v8 09/17/2016 2:24 PM

4C Lonestar Ranch & Outdoors, Inc A&A Tank Truck Company Abraxas Petroleum Corp. Ace Completion Environment Services Advance Green Innovations Advanced Stimulations Technologies Inc. Advantage Oilfield Services AES AES Drilling Fluids Permian, LLC Agave Energy Company Agua Raider LLC Alexander Petroleum Solutions Inc. All American Dirt LLC Allied Horizontal Wireline Services, LLC Allied Oil & Gas Alpha Oil & Gas Services, Inc Altamesa Services Aly Centrifuge Inc. American Energy - Permian Basin American Midstream American Xray & Inspection Service Anadarko Petroleum Corp. Anasaz LLC Anchor Drilling Fluids Anchutz Exploration Andra Energy Angell Ranch Co. LLC Antero Resources Corporation Apache Corporation Apex Resources Inc. Apple Electrical Contractors Inc. Ardent Services Arguijo Oilfield Services Armstrong Operating Inc. Arris Petroleum Corp. Ascent Resources - Utica LLC Athlon Energy Atkins Engineering Associates Inc. Automotive Rentals Inc. Avalanche Equipment LLC B & J Oilfield Service Inc. B&H Construction B&R Trucking Inc. Badger Bmb Services Badger Daylighting Corp Baker Hughes


7 9580/46103-001 CURRENT/58948418v8 09/17/2016 2:24 PM

Basic Energy Services Basin Flowell LLC Battlecat Oil & Gas LLC Bea Logistics Services LLC BHI BHP - Billiton Operating Co. Inc. Big Star Oil & Gas LLC Bio Bridge Water Solutions LLC Black Brush Oil and Gas LP Blackwell Energy Blitz Energy Services LLC Blue Energy Services Bluestone Natural Resources Bold Operating LLC Boomer Environmental LLC Border States Paving, Inc. BOS Solutions Inc Bowden Construction Company Ltd Boyd & McWilliams LLC BP America Production Company BP Amoco Bradfield LLC Bravo Natural Resources LLC Breakwater Energy Services Breitburn Operating, LP Bridgefield Electrial Services Inc. Brigham Resources BTA Oil Producers Burk Royalty C&B Trucking C&C Oilfield Services LLC Cabot Oil & Gas Cactus Drilling Co. LLC Caird Operating LLC Callon Petroleum Co. Cambrian Management Camino Agave Inc. Canyon Operating, LLC Carrizo Oil & Gas Casey Equipment, Ltd Cash Customer Cathedral Energy Services Centennial Resource Production LLC Challenger El Diablo Swd LLC Chaparral Energy, LLC Chemrock Technologies LLC


8 9580/46103-001 CURRENT/58948418v8 09/17/2016 2:24 PM

Chesapeake Appalachia LLC Chesapeake Operating, Inc Chevron USA Cheyenne Petroleum Chi Operating Childs Corporation Cimarex Energy Co. Cinnabar Operating LLC Citation Oil & Gas Clayton Williams Energy Clear Water Resources Clearpoint Chemicals LLC Clearwater Resources Clement Fluids Closed Loop Specialties Coastal Power & Equipment Cobb and Associates Corp. Cog Operating LLC Coil Tubing Services Columbine Logging Compressor Systems, Inc Comstock Oil & Gas, LLC Concho Resources Inc. Conoco Phillips Consol Energy Continental Resources Inc. Cougar Drilling Solutions Cox Paving CR3 Operating Company LLC Crescent Point Energy US Corp. Crimson Exploration Inc. Crossfire LLC Crown Energy Company Crownquest Operating CRS Solids Solutions D.E. Chase Inc. Dallas Petroleum Group, LLC DCP Midstream Denbury Resources Desert Industrial Xray Desoto Gathering Devon Energy Corporation Diamond B Energy Services Diamondback E&P LLC Dimension Pipeline LLC Dinero Operating Company


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Donray Petroleum, LLC Drilling Solutions LLC Drivers Pipe Line Dynamic Structures Inc. Eagle Energy Production LLC Eagle Ridge Energy LLC Eagleford Waste Water & Recycling Eclipse Midstream LP Edge Oilfield Services Edgemarc Energy Holdings, LLC Eds: DBA Endeavor Energy Resources Elevation Resources LLC Elk River Resources Emerald Surf Sciences Emergency Power Systems Inc. Emkey Companies LLC EMS USA Inc. Encana Oil & Gas (USA) Inc Encore Pipe & Construction LLC Endeavor Energy Resources Endurance Endurance Resources Endurance Texas Endurance Resources Enduro Operating LLC Energen Resources Corp Energy & Exploration Partners Operating LP Energy Equity Energy Oilfield Services LLC Energy Transfer Company Energy Waste Services Enerplus Enerstar Rentals & Services Ltd Enervest Operating LLC Ensign Drilling EOG EOG Resources EP Energy Corp. EQT Production ER Operating Company Essential Oilfield Services & Safety LLC ETC Texas Pipeline, Ltd. Exco Resources, Inc EXL Petroleum Extreme Plastics Plus F2 Oilfield Services, LLC


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Falcon Drilling Company LLC Fasken Oil & Ranch Ltd Fehrs Felix Energy, LLC Ferus Natural Gas Fuels (Cng), LLC Fidelity Exploration Finley Resources Firetail Energy Services, Inc Forest Oil Forge Energy LLC Fortress Environmental Services (GC), LLC Fountain Quail Water Mgmt. LLC Fourpoint Energy LLC Fox NDE LLC Ft. Berthold Service Trucking LLC Fuse Energy LLC Future Energy G&C Construction International LLC Gastar Exploration Ltd Gilchrist Const. Glacier Energy Services Inc. Glen’s Grease Service Glosser Equipment Goodrich Petroleum Co. Green Energy Oilfield Services, LLC. Greenleaf Resources, Inc Grey Rock Gathering & Marketing LLC Grillot Construction LLC Gulfport Energy Corporation Gulftex Energy III LP Gvasa LLC H&S Constructors Inc. H2 Oxidation H2Oil Disposal & Recovery Services Halcon Resources Corporation Halliburton Halliburton Baroid Service Solutions Halliburton Energy Services Hanging H Ranches Hazel Canyon Rentals LLC HB Rentals LC HDR Constructors, Inc Helmerich & Payne Inc. Henry Resources Hess Corp. Hess Ohio Developments


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Hess Ohio Resources High Roller Wells LLC Hiland Crude LLC HM Express Inc. Holloman Holloman Corporation Holloman Construction Hoppe’s Construction LLC Houston Electric Inc. HP Mfg LLC Hunt Oil Company Hydrozonix, LLC Independence Oilfield Chemicals Independence Resources Management LLC Infrastructure Networks Inc. Inspection Oilfield Services Isaak Arie Bos Dairy Itasca Energy LLC J&A Services LLC J&J Transport Services, LLC J. Cleo Thompson Jax Oilfield Services LLC JB Hunt Jetta Operating JGB Oilfield Services J-K Services LLC JL Resources John Avary Jones Energy Journey Oilfield Equipment JP Hydro, LLC JW Mulloy Associates Inc. K. Allred Oilfield Services, LLC Kaiser Francis Oil Company Kayden Industries USA Inc. Keane Frac LP Keith Muncy Kelley Construction, Inc Kerogen Texas Energy Operating LLC Key Energy Kinder Morgan Kingsley Construction Inc Koch Optimized Process Designs LLC KV Power, LP Lacy Operating Laredo Petroleum Inc.


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Lario Oil & Gas Company Larrett Energy Services, Inc Latshaw Drilling Company LLC LDI LLC Legacy Reserves Lenorman Operating LLC LG Pike Construction Company Inc. Liberty Oilfield Services Liberty Resources II, LLC Lime Rock Resources Lonestar Operating Louisiana Crane Lyness Construction LP M D America Manti Tanka Permian Operating LLC Marable Transports Inc. Marathon Oil Company Marshall & Winston Inc. Matador Production Corp. Mathena Inc. Maverick Field Services LLC MDC Energy LLC Mesquite SWD Inc. Mewbourne Oil Company MI Swaco MI Swaco - Mud Plant & Water Well Midstates Petroleum Midwest Hose & Specialty, Inc Milford Pipe & Supply Mirror Image Environmental Solutions Missouri Basin Well Service, Inc. Monster Mudd Monster Rentals, LLC Murphy Exploration & Production Co. Nabors Drilling Shared Services Nabors Well Services Ltd Nadel Gussman New Century New Dominion LLC New Gulf Resources, LLC Newalta Environmental Newark E&P Operating LLC Newfield Exploration Newfield Exploration Mid-Continent NGL Water Solutions Permian, LLC Noble Energy Inc.


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Northwinds of Wyoming, Inc. Oasis Petroleum Obenco O’Brien Resources, LLC OG&E OGX Resources Oil and Gas Transfer Oil Patch Rental Services Inc Oncor Electric Oneok Inc. Orca Operating Company LLC Oryx Oilfield Services LLC Osage Exploration and Development, Inc. Overflow Energy LLC Owl Swd Operating LLC Oxy USA, Inc. Pacific Tech Construction Panther Energy Company II LLC Paradigm Energy Partners LLC Parallel Petroleum Corp. Parker Energy Support Service Inc. Parsley Energy Paschal Enterprises, LLC Patriot Dozer Service LLC Patriot Drilling Fluids Patterson Drilling Patterson UTI Drilling Company, LLC Payson Operating, LLC Pecos Tire Peggy Lopez Pelagic Water Systems, LLC Penn Mechanical Group Permian Basin Equipment and Supply Permian Basin H20, LPDBA West Texas H20 Permian Resources Permian Resources, LLC Peters Irrigation USA Inc. Petro Hunt, LLC Phillips 66 Pipeline LLC Pinnergy Pioneer Natural Resources Plains All American Pipeline LP Plains Marketing LP Ponderosa Premier Fluids Presco, Inc.


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Primexx Operating Corp. Pro Oilfield Services, LLC PT Petroleum LLC Purity Oilfield Services, LLC QEP Energy Company Qmax America Inc Quantum Resources Management LLC Quick Lay Pipe, LLC Quicksilver Resources Qwik Pipe, Inc. R Construction Co. R.J. Corman Derailment Services LLC R360 Environmental Solutions Inc. Range Resources Corp. Ranger Oil and Gas Operating LLC Raptor Petroleum Operating LLC Red Dog Mobile Red Willow Regal Energy LLC Regency Field Services, LLC Regency Gas Services Regeneration Energy Corp. Reliance Energy Republic Services Inc Republic Waste Services of Texas Resistol Services LLC Ridge Electric, LLC Right Hand Rentals LLC RKI Exploration RKI Exploration & Production LLC Robinson Drilling Rockpile Energy Services LLC Roper Inc. Rosetta Resources Inc. Rosewood Resources Inc. RP Operating LLC RPW Rentals Inc. RTO Sales & Leasing Inc S & J Contractors Sabine Oil & Gas LLC Sabre Energy Services LLC Sabre Production Services LLC Samson Exploration LLC Samson Resources Sanchez Oil & Gas Corp. Sandridge


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Santo Operating LLC Saulsbury Industries Inc Savage Energy & Oilfield Services Schlumberger Oilfield Services/Mi Swaco Schlumberger Technology Corp. Scientific Drilling Secure Energy Services USA, LLC Seeco Inc. Seldon Energy Partners, LLC Select Energy Services LLC SEM Operating Company, LLC Shell Oil Co. Shenandoah Petroleum Corp Sheridan Production Company LLC Silver Creek Oil & Gas, LLC Silver Hill Energy Partners, LLC Silverback Operating LLC SM Energy Solid Liberty Services, LLC Solid Oak/Heritage Environmental Services LLC Southern Pipeline Const. Co. Inc. Southern Plains Landfill Spitfire Energy Group LLC Spring Branch Water Well Service Staley Operating Co. Stat Oil Stewart Brothers Drilling Co. Stilvers Consulting Inc Stonegate Strike LLC Strong Electric LLC Summit Petroleum LLC SV Reliable Transport, LLC Swaggart Brothers Inc. SWC Ranches T B Rental Services, Inc. Tanmar Rentals Tanos Exploration II, LLC Tapstone Energy LLC. TEC Well Service Inc. Tema Oil & Gas Tenaris Tervita LLC. Tesco Corporation Texas American Resources Co. Texas Environmental Services, LLC


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Texas J&A Service LLC Texland TFS Flow Control, LLC The Industrial Company Three Rivers Operating Co. LLC Three Span Oil & Gas Tom-E-Lee Trucking, LLC Tops Well Services, LLC Total Operations & Production Services Inc. Trail Ridge Energy Partners LLC Transwestern Pipeline Company LLC Trend Services Inc. Trey Resources Triangle Electric Inc. Triangle Petroleum Corporation Triangle Three Resources LLC Trinidad Drilling LP Trinity Environmental SWD, LLC Tritex Energy a LP True Oil Company Turney Bros Oilfield Services & Pipeline Ultra Blend Solutions Ultra Pipeline LLC Unit Corporation Unit Petroleum United Parcel Service US Enercorp Ltd US Energy UTX Services LLC Vantage Energy Venable’s Construction Inc. Ventex Operating Corp. Venture Mud 2013, LLC Versatile Energy Services Corp USA Vertical Limit Construction, LLC Vine Oil and Gas LP Viper Services LLC Voyager Pipeline Construction Walsh Petroleum Inc. Ward Petroleum Corp. Watkins Construction Co., LLC Weatherford Weatherford Fracturing Technologies Weavertown Transport Leasing, Inc West Texas Gas West Texas Water Well


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Western Oilfields Supply Co Western Refinery Pipeline White Equipment Rental, LLC White Horse Water LLC White Star Petroleum, LLC Whiting Oil and Gas Corp. Wilco Peanut Company Will Garcia Williams Scotsman Inc. Willow Creek Companies, LLC Wise Assets Wolfpack Rentals LLC Wolverine WPX Energy WPX Energy, Inc. Wyoming Casing Service XCHEM XTO Energy Inc. Xtreme Drilling and Coil Services Inc. Yates Petroleum ZTC Petro

Debtor Subsidiaries and Affiliates

Light Tower Rentals, Inc. LTR Holdco, Inc. LTR Investco, Inc. LTR Shelters, Inc. On Site Water, LLC Wellsite Leasing, Inc. LTR Holdco 2, Inc. LTR Compressco, Inc. Tomahawk Energy Services, LLC (dormant) Sierra Leasing Inc. (dormant)

Employees

Allen, Steven L Allison, Donny Allison, Marcus L Amaya, Gina S Armbrust, Leslie Ashbacher, Todd R Aubel, Jason M Avary, Cody Avary, John Badoni, Joseph Herron


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Baeza, Jerry Baisch, Jon Baker, Robert Balloch, Stephen A Barry, Tony Baseflug, Shane M Beckstrom, Mark R Berdine, Brandon L Berry, Aaron Birch, Robert T Blom, Bruce Bokulich, Jeremiah D Bond, Patrick Borne, Raymond Bostock, Joseph Bowers, Charles C Brooking, Lloyd W Brown, Gary Brown, Michael Brown, Ryan Browning, Gabriel C Builta, Justin Bujanda, Adrian Bujanda, Orlando Burke, Ryan Bustamante, Sandra Byrd, Branson C Cain, Michael T Caldwell, Richard Dewayne Cantu, Eric R Cantwell, Jay L Caraway, Kristel Carrasco, Albert Junior Carrasco, Eric Chancellor, Robert Clinkscales, Roddy Cogley, Daryl E Cole, Charles M Commins, Mark E Condry, Mark Condry, Skiven Contreras, Jaime R Conway, Tamra Cottam, Shaun N Crews, Christopher L Current, Jason


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Dabo, Abdoulaye Davila, Ildefonso A Davis, Angela Diamond, Heather Marie Diamond, Shawn M Dodson, Frank J Dominguez, Justo Duggin, Michelle Dvorak, Eric Dyer, Adam W Elkins, David W Engle, Chad Enriquez, Marcus Estala, Ron B Faseler, Loretta Judith Faulks, Brian W. Fischer, Charles Flores, Brock Fuentes, Baudilio Fuentes, Brian Gabaldon, Anna Maria Gabaldon, Guillermo Galindo, Luz M Garcia JR., Alfonso Garcia, Adam J Garcia, Alfonso Garcia, Jonathon Garcia, Tommy Garcia, Willie J Garner, Daniel Garrison, Beecher Geaslen, Kaysie S Gibson, Jason D Gillen, Daniel Gilpin, Harlin Godwin, Jeremy P Gomez, Daniel R Granado, Kristopher Aaron Gunning, Michael Gustafson, Robert A Guzman, Erica A Hanna, Timothy Hardy, Michael S Harkness, Robert Heacock, Heather Henson, Jason Charles


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Hepsak, Jason L Hernandez, Cruz Hernandez, Gloria M Hernandez, Jorge Q Hernandez, Oscar Hogan, Danene Hogan, Jonathan Hogan, Ted Hogan, Thomas Hogg, Connie Holguin, Joshua C Hoover, Chris Horstman, Tyler A Howser, Roger Ivory, Reid G Jenkins, David Jenkins, Jamie M Jimenez, Fabian Isaiah Jones, Derek M Jones, Jason L Jorgensen, James M Joy, Richard Keener, Kent D Keener, Kraig Kemp, Devonie K Kessel, Troy J Lantz, Timothy Lara, Jose Luis Lauppe, Douglas C Lawson, Jeffery Lengowski, Christopher Leos, Anthony J Lewis, Roger D Lindemann, Jeffrey Lindemann, Joanna Long, Carson B. Lopez, Aurelio Lopez, Joshua M Lopez, Phillip Lopez, Rutilio Losoya, Audenzio Daniel Loverin, Cody M Lozano, Freddie Lucas, Matthew J Lucas, Ricky Ludwig, Steve


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Luna, John Luna, Ricardo Macias, Yeraldin Makoni, Pasipanodya Marin, Mark Martinez, Jeremy Martinez, Joel Massey, Roy Mathews, James Mathews, Traci Lynn Mayes, Grant E McDaniel, John McLain, Joseph C McLean, Charles R McLean, Clint McNicholas, Pat James McWilliams, Brian G McWilliams, George F Meduna, Barry Melendez Pinon, Edwin Melendez, Kristyna Mendez, Raul M Mize, Brandi Mize, Brian Molina, Ricardo Moreno, Miguel G Morris, Kevin Morton, Tad Mosley, Frank Muncy, Keith Muniz, David Nipper, Craig Nitsch, Daniel Oakley, Richard D Pacheco, Brandon W Pacheco, Lorenzo A Padilla, Santiago Paige, Della L Palacios, Bianca Alicia Palma, Eric Palomino, Darrell Patton, Cody Edward Patton, Michael D Pavlish, Christopher Pisklak, Joseph Andrew Porter, Keith R


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Privett, Dewey Pulley, Brandon M Quiroz, Katrina Rainwater, David Ramirez, Apolonio Ramirez, Chelsta Ramos, Tyler C Rasmussen, Donald Raxter, Billy R Ray, Marlesa M Rayos, Jasmine M Reem, James C Reyna, Roy A Roberts, Shaun M Robinett, Larry Rodriguez, Bruce L Rodriguez, Leon Rodriguez, Robert A Rodriquez, Frank Rowan, Kara Nicole Rubio, Gabriel Rybolt, Karen Tracy Salgado, Jaime J Salisbury, Brandan Schwab, Douglas W Searcy, Troy D Sharpley, Bobby R Sharpley, Francine D Slaughter, Kenneth L Sledge, Michael G Steed, Michael Steen, Erin Stinnett, Zachary Ryan Suders, Jacob L Tarango, Alfredo Taulbee, Don Taylor, Alan Taylor, Elizabeth A. Thomason, Cody Thompson, Grant H Todd, Steve Tonole, Patrick M Trevino, Guadalupe Tucker, Bryant Tuttlebee, Allen Tuttlebee, Aubrey


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Urias, Rigoberto G Valles, Maria S Vejil, Dominique Braxston Waddell, Trevor Walter, Russell Wentz, Kyle Whalen, Ryan White, Donald Willhite, Theron Williams, Linda S Wilson, Jimmy W Winch, Dennis Wirsching, Arthur Erin Wolf, Chad Wolf, Richard Woodard, Ronald Ybarra, Joshua L Zavala, Juan

Equity Holders

Clairvest Equity Partners III Limited Partnership CEP III Co-Investment Limited Partnership Keith Muncy Mojopa, Ltd. Avary Family Limited Partnership Mark Condry Mark Wells Jeff Hardin Mike Jolley Pat Bond Terry Keithley Steve Ludwig Stepstone Capital Partners III, L.P. Stepstone Capital Partners III Offshore Holdings, L.P. SCP III Holdings SCS Stepstone Atlantic Fund, L.P. Stepstone K Strategic Opportunities Fund, L.P. Stepstone Ferro Opportunities Fund, L.P. Allstate Insurance Company Allstate Life Insurance Company Allstate Life Insurance Company of New York Allstate Retirement Plan Trust USS-Constitution Co-Investment Fund II, LP Ironsides Co-Investment Fund III, LP Ironsides Co-Investment Fund IIIi-Qc, LP


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Governmental Regulatory Authorities

Texas Commission on Environmental Quality Environmental Protection Agency Department of Transportation Occupational Safety and Health Administration Wyoming Department of Environmental Quality

Insurers

AIG Specialty Insurance Company Endurance American Insurance Company Lloyd’s of London National Union Fire Insurance Co of Pittsburgh, PA (AIG) The Insurance Co of the State of PA - (AIG) XL Specialty Insurance Company Landlords and Tenants Aria Development Avary Family Limited Partnership Bob Cudd Oilfield Services, LLC David Benth Donald & Janet Fuchs Dustin and Michelle Kreuzer Gontex, Inc. Heartland Village ICA Properties, Inc John & Nicky Webb Jon Anderson Juan Balderas Kimball Bend of Cleburne, LP Mary Harris Mojica Ltd Nick Thomas Inc. Ogre Fund 1, LP Permian Basin A & A Properties, LLC R.O. Pomroy Equipment Rental, Inc Rosa Dominguez Sun life Financial Total Rental Services Valley Rental

Lessors

Aria Development Avary Family Limited Partnership


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Bob Cudd Oilfield Services, LLC David Benth Donald & Janet Fuchs Dustin and Michelle Kreuzer Gontex, Inc. Heartland Village Heartland Village ICA Properties, Inc John & Nicky Webb Jon Anderson Juan Balderas Kimball Bend of Cleburne, LP Mary Harris Mojica Ltd Nick Thomas Inc. Ogre Fund 1, LP Permian Basin A & A Properties, LLC R.O. Pomroy Equipment Rental, Inc Rosa Dominguez Sun life Financial Total Rental Services Valley Rental Valley Rental Valley Rental

Noteholders

Allianz Global Investors U.S. Avenue Capital Management Clair vest Group Clearlake Capital Group Credit Suisse Asset Management Fiery Capital Corporation GO / Blackstone Debt Funds Management Janus Capital Management MS Investment Management New Jersey Division of Investment NM Investment Partners North America Prudential Investment Management Redwood Capital Management Henchman Capital Sky Harbor Capital Management Standard Life Investments (USA) Ted Hogan Twin Haven Capital Partners Voyage Investment Management


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Pensions Fidelity Investments Institutional Operations Company, Inc. Fidelity Management and Research Co. Fidelity Management Trust Company Professionals Prime Clerk LLC Kirkland & Ellis LLP Zolfo Cooper LLC Proskauer Rose LLP Jackson Walker LLP Credit Suisse Group GuideCap Partners LLC Miller Egan Molter & Nelson LLP Merrill Communications LLC Conway MacKenzie, Inc. IPREO Jeffries LLC Weaver and Tidwell, LLP Rick Browning, Atty at Law, PC

Taxing Authorities

Acadia Parish Tax Collector Midland Central Appraisal District Reeves County Appraisal District Arkansas Secretary of State Buffalo ISD Caddo Parish Sheriff’s Office Carter County Treasurer Ken Bailey Custer County Treasurer Department of Revenue - Montana Garvin County Treasurer Income Tax Officer Sheriff & Ex-Officio Tax Collector Johnston County Treasurer Kay County Treasurer Kingfisher County Treasurer Leon County Tax Office Lincoln County Treasurer Logan County Treasurer Major County Treasurer Marshall County Treasurer McClain County Treasurer


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Mountrail County Treasure New Mexico Dept. of Workforce Solutions Ohio Bureau of Workers’ Compensation Oklahoma Tax Commission Osage County Treasurer Parish of Desoto Pike County Collector Kansas Department of Revenue Mississippi Department of Revenue Texas Comptroller of Public Accounts Seminole County Treasurer Stephens County Treasurer Arkansas Department of Workforce Services Job Service North Dakota Ohio JFS UC Oklahoma Employment Security Commission PA UC Fund Texas Workforce Commission’s Unemployment Tax Services Alfalfa County Treasurer Archuleta County Treasurer Tax Assessor Collector-Atascosa County Tax Assessor Collector-Collin County Dimmit County Tax Office Tax Assessor Collector-Ector County Garfield County Treasurer Tax Assessor Collector-Gonzales County Grant County Treasurer Pawnee County Treasurer Sabine Parish Sheriff’s Office Tom Green Appraisal District Texas State Comptroller West Virginia Secretary of State’s Office Department of Finance & Administration Louisiana Department of Revenue State of Ohio Sit Wilkinson County Tax Woods County Treasurer Colorado Department of Revenue Wyoming Department of Revenue

Top 30 Creditors

A&I Distributors American Express Arkansas Department of Finance & Administration ASCO


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AT&T Automotive Rentals, Inc. Baeza Trucking & Hot Shot Services LLC B-Line Filter & Supply, Inc Continental Battery Co Dooley Enterprises Dallas Cowboys Eagle 731 Trucking, LLC Estrada Welding Frac Tank Supply H & D Trucking Hampel Oil Distributors Inland Tarp and Liner Internal Revenue Service Malloy Electric Permian Trucking & Rentals Quadrem Netherlands BV Reliant Energy Rick Browning, Attorney at Law, PC RJB Hauling Sierra Hamilton LLC Strasburger & Price, LLP Taylor Power Systems, Inc Unifirst Corporation United Rentals, Inc. Weaver and Tidwell, LLP White Shark Energy, LLC Z-Tek Construction ZTR Control Systems, LLC

Utility Providers

Advanced Energy Allied Waste Services Arrow Sanitation Services Inc Artesia Rural Water Co-Operative AT&T Atmos Atmos Energy Basin Broadband Cellular One Centerpoint Energy Century Link


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CenturyLink Charter Waste, Inc. City of Artesia City of Asherton City of Blackwell City of Bloomfield City of Canadian City of Charlotte City of Cleburne City of Dickinson City of Fort Collins City of Gonzales City of Hobbs City of Jacksboro Utilities City of McComb City of McComb Water Department City of Nacogdoches City of Odessa City of Pecos TX-Pecos Landfill City of Stanley City of Williston Comcast Consolidated Comm Networks Inc Cox Communications CPL Business DirecTV Duncan Disposal #688 East Larimer County Water District Entergy Flo Community WSC Frontier Frontier Communications Gene Harris Petro Guadalupe Valley Electric Cooperative Houston County Electric Cooperative, Inc J & J Disposal Service LLC Karnes Electric Cooperative Loyalsock Township Metro Sanitation Mgm Rural Sanitation, LLC Midcontinent Communications Midstate Telephone Co. Montana-Dakota Utilities Co. Mountrail-Williams Electric Cooperative Nemont North Plains Electric Cooperative, Inc.


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North Plains Us Elect OG&E Oklahoma Electric Cooperative Oklahoma Natural Gas Oklahoma Natural Gas Company Orkin - AR Petit Jean Electric Cooperative Corp. Pinnacle Propane Plateau Wireless Poudre Valley Rea PPL Electric Utilities Corporation Progressive Waste Solutions of TX, Inc. Quik Net LLC Quitman Waterworks Reliant Energy Republic Services Roughrider Electric Cooperative, Inc Southwest Water Authority SRT Communications, Inc. Suddenlink TDS Tele-One Communications, Inc. Texas Gas Service Time Warner Town of Pecos City TXU Energy UGI Penn Natural Gas, Inc. Verendrye Electric Cooperative Verizon Virginia Hill Water Supply Corp. Waste Management Weavertown Oil West Texas Gas, Inc. Williamsport Municipal Water Authority Williamsport Sanitary Authority Windstream Xcel Energy YP

Vendors

1st Staffing Group USA, Ltd 1st Alarm Security 2020 Exhibits, Inc. 24/7 Trucking & Hotshot Serv 2G Rental Solutions 2nd to None


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31 Water Sales 3D Drilling Tools Inc. 3D Welding & Industrial Supply Inc 3E Resources 3 Star Daylighting, LP 4-Star Hose & Supply, Inc. 4-Star Tank Rental, LP A & A Tank Truck Co. A & B Valve & Piping Systems, LLC A & I Distributors A-1 Enterprises, Inc. A-1 Shiner Fire & Safety, Inc. A-1 Sign Engravers Inc A-1 Embroidery & Screen Printing, Inc A-1 Supply Company AA Chemical & Supply American Association of Drilling Engineers Aaga Hardware Store Aaron Berry Aaron Granado Aaron Matas Aarthun Performance Group, Ltd. ABC Auto Parts #9 ABC Towing & Recovery Abel Vasquez Abe Welding Services ABF Freight System Abimex Services Acadia Parish Tax Collector Accident & Injury Chiropractic Accountemps Accurate Safety Compliance, LLC. Ace Industries, Inc. Ace Machine Company Ace Specialties, Inc. Ace Spring Service Inc Acme Electric/Tool Crib, Acme Tools, Acme Rents & Equipment Acme Tools Acme Truck Line, Inc. A Contact Electric Sales, LP Action Electric Action Energy Services, Inc. Action Express Steam Cleaning Inc. Active Drug Screens-Pampa Adam Garcia Adam Mclean


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A-Dependable Drug Alcohol Testing ADP Screening & Selection Services ADP LLC Adrian Bujanda Advanced Business Learning, Inc. Advanced Energy, LLC. Advanced Fluids Technologies of LA, LLC Advanced Pest Management Services Advanced Pest & Weed Mgmt. LLC Advanced Technology Products, Inc Advantage Oilfield Services, LLC. Association of Energy Service Companies Affirmed First Aid & Safety Aggreko AG-Pro Companies Ahern Rentals, Inc AH Inc AIP Products Company, Inc. Air Compressor Solutions Inc Air Equipment Corporation Airgas Airgas Mid-South Airgas On-Site Safety Services, Inc. Airgas South Airgen Equipment LLC AJT Safety, LLC Al’s Discount Tires, Inc. Alan Taylor Albert Carrasco Albert Soggie Alcon Energie Alexander Duplechin Alexander Petroleum Solutions Alex Heimbach Alfadale, Inc Alfonso Garcia Jr Alfredo Tarango All American-Lithia Motors All-American Publishing, LLC All American Sales & Service Allen Brown Allen Tuttlebee Alliance Trucking LLC Allianz Life Insurance Company of North America Allied Electronics Inc Allied Waste Services


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Allmand Brothers, Inc. Allstate Peterbilt Alpha Equipment, Inc. Alpha Machine and Repair Alpha Mechanical Alpha Overhead Door, Inc. Alpha Welding Service, LLC Alpine Staffing Alva Hometown INN Alvarado Truck Service Center Amanda Miller Amarillo Fire & Safety Inc America First Insurance American Cleaning Systems, Inc. American Express American Fence Company, Inc. American Logo and Sign, Inc. The American Oil and Gas Reporter American Production Services American Tool & Machining Co., Inc. American Welding & Gas, Inc. Ameriflush Portable Sanitation Rentals Ameripride Ames Water Solutions Amy Craig Anchor Bolt & Supply Company Anderson Equipment Company Anderson Glass & Mirror Anderson Industrial Engines Co Anderson, Jon Andrew Beal Andrews Davis, P.C. Andrews Pump & Supply, Inc Angela Davis Anna Gabaldon Annie Oakley Pest Control LLC Anthony Hernandez Anthony Jones Anthony Leos Anthony Switalski Anthracite Field Services Antonio Gonzalez Apache Concrete Construction, Ltd AP Electric Apolonio Ramirez Apple Hill 4x4 and Automotive


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Ector County Appraisal District Midland Central Appraisal District Reeves County Appraisal District Wise Appraisal District Aps Fireco Oklahoma Aqua Beverage Co. Automotive Rentals, Inc. Aria Development Aries Building Systems, LLC Arkansas Dept of Finance and Administration Ark-La-Tex Shredding Co Armor Pipeline & Production Technology, LLC Armstrong Gas Labs Arrowhead Orthopaedics A-Rrow Sanitation Services Inc AR Sanitation LLC Artesia Building Supply Artesia Building Supply Artesia Fire Equipment, Inc. Artesia Ford-Mercury Sales, Inc Artesia Glass and Mirror Co. Artesia Lock & Key Artesia Metals Artesia One Stop Auto Parts Artesia Rural Water Co-Operative ASC Construction Equipment Ascende Inc. Asco Ash Hot Shot, LLC Associated Builders Associated Publishing Co. Assurant Employee Benefits AT&T Atascosa Exterminating Atascosa Fire Protection Atascosa Urgent Care Medical Clinic Pa ATCO International Athens Sign Company Atlas Termite, Pest Control, Green Lawn, Inc Atmos Energy Atrans, LLC Aubrey Tuttlebee Aurelio Lopez III Austin Beckstrom Graphic Design Austin Holloway Auto Brite Company


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Autonomy Technology Inc AutoZone, Inc. Autriv, Inc. Avary Family Limited Partnership Avis Lube Corporate Office A Weldors Supply Inc B & B Mobile Home Transport, LLC. B & B Muffler & Tire B & B Safety Services, LLC B & B Wrecker and Recovery, Inc. B & B Wrecker Service B&C Portable Toilets, LLC. B & K Electric B & N Contractors, Inc. B & W Chemical Toilets Inc Badger Daylighting Corp Badlands Directory Company, Inc. Badlands Steel Inc Baeza Trucking & Hot Shot Services LLC Baeza Trucking Bakercorp Bang Electric Baranko Bros., Inc. Barbin Fence Inc Barco Pump - Shreveport Barco - Bryan Barco - Conway Barco - Hobbs Barco - Oklahoma Barco - San Angelo Barco- San Antonio Barco Pump- Wylie Barn Door Steakhouse Barnett Well Services LP Barry Meduna Bartlett’s-Canadian Bartlett’s-Pampa Bartlett & West Barton Bolt & Supply, LLC Basic Energy Services, LP Basic Supply Basin Anchor Steam & Pressure Basin Broadband Basin Hydraulic Co. LLC Basin Oilfield Services Basler Electric Company


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Baymont Inn & Suites BBA Remanufacturing Better Business Bureau BBI International Blue Cross Blue Shield of Texas BDH Services, LLC. BDO USA B-Dun Trucking, LLC Beacon Investigative Solutions Bearing Service & Supply, Inc. Bear Mountain Beckat Oil & Fuel LP Beck Trucking, LLC Beecher Garrison Bell Oil Company LLC Bell’s Tractor Service Bell Supply Company Benjamin Anchondo Ben Lane Benmark Supply Company Bennett’s Printing & Office Supply Benz Oil Co. Inc. Berger’s Sanitation Service Bes Rentals & Sales Best Line Equipment Best Well Services Best Western Plus Palo Alto Inn & Suites Best Western Plus Best Western Oasis Inn Best Western Plus Pleasanton Bexar Solutions Big John’s Limo Services Big Lease Trucking Big State Trucking William Creasman Bill Keller William J McCabe Bill’s Meat Market & Catering Bill Sutherland Billy Raxter Bird Electric Enterprises Bird Industries Bishop Lifting Products, Inc. Bismarck State College Bitzel Properties, Inc. Black Gold Pump & Supply Inc.


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Blackhawk Industrial Black Marlin Energy Services Blackout Lighting, LLC Blackrock Services LLC Black Star Energy Services Blessing Assured Nursery, Inc B-Line Filter & Supply, Inc B-Line Lube Bloom Electric Service LLC Blooming Rose Blue Beacon International, Inc. Blue Chip Ice Co Blue Energy Services LLC Blue Gavel Press Blueline Rental, LLC. Blue Rhino Blue Ridge Oilfield Rental Blue Streak Transportation Blue Tarp Financial The Bank of New York Mellon Bobby Sharpley Bob Cudd Oilfield Services, LLC Bob Cunningham, Inc Bob Douthit Autos Wrecker Service, Inc. Robert Harkness Bob Kirk Bock & Clark Corporation Boespflug Trailers Baudillo Fuentes Bolide Services Bonds Septic and Portable Toilets Boomer Environmental, LLC Boomi Inc Border Plains Equipment LLC Border States Electric Supply The Bosworth Company, Ltd Brad’s Electrical Service, Inc. Brammer Pipe & Steel Branbo Services Brandan Salisbury Brandon Berdine Brandon Jennings Brandon’s Plumbing Brandy Mazac Branson Byrd Brawler Industries


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Brewer Oil Co. Brian Faulks Brian Fuentes Brian Johnson Brian Loula Brian McWilliams Brian Mize Brian Olson Brian Polvani Bridgeport Building Center Bridgeport Pump & Supply Inc. Bridgeville Auto Parts Briggs Equipment Broadridge Brock Flores Brownlee Hardware Co., Inc Bruce Blom Bruce Morse Bruce Lee Rodriguez Bruckner Truck Sales Bryan Harrison Bryan Printers & Stationers, Inc. Bryant Tucker Bryan Valles BT & S Trucking Services Budd Baer Collision Center Buffalo ISD Buffalo Oilfield Supply LLC Builder Services Bulldog Construction Inc. Bulldog Specialties, Ltd. Burmass Oil & Gas Directory Butler Machinery Company Buyers Products Company BWS Construction Bynum School C & C Industries Inc C & P Auto Electric C & R Oilfield Services Inc. C & S Services Cactus Fuel, LLC Cactus Sign Co., Inc Caddo Parish Sheriff’s Office Cain Electrical Caleb Gregory California Contractors Supplies, Inc.


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Cameron-Measurement Systems Division Camino Agave, Inc Campus Crime Prevention Canadian AH&N Canadian ISD, Tax Assessor/Collector Canadian Oil & Gas Co Caney Creek Lodge Cantu, Jr Fidel Capital Premium Financing Inc. Capitol Aggregates, Ltd Carson Long Carlos Grissom Carl Roberts Carlsbad RV Service Center LLC Carquest Auto Parts Carquest of Stanley Carrizo Auto Supply Carroll Tire Co Carson Pest Management Carson Long Carter County Treasurer Car-Tex Trailer Company, Inc. Cascade Subscription Service, Inc. Casey King Casey Smith Cash Energy Services Cashway Rental, LLC Cattle Exchange CBI Pipe & Supply CDW Direct Cenergy Recovery Services Centerpoint Energy Central Arkansas Tool Supply, Inc. Central Hydraulics, Inc. Central Office Supplies Inc CenturyLink Certex USA Inc Certified Laboratories Certified Oilfield Rentals Inc Certify, Inc City Electric Supply Chad Engle Chad Enniss Chad Wolf Chamber of Commerce Chandler Equipment, Inc. - AR


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Chappell Supply of Texas LP Chappell Supply & Equipment Charles Bowers Charles Cole Charles Fischer Charlotte I.S.D. Charlotte Supply Company, Inc. Charter Waste, Inc. Chase McClinton Chavera’s Septic Pump Service Chelsta Ramirez Chemical Products Industries Chem Rock Technologies Chemstation of South Texas Chickasha Oilfield Supply, Inc. Chico Auto Parts & Service, Inc. Chico Butane Gas Company Child Support Enforcement Division Roddy Clinkscales Choate Oilfield Services Chris Coble Christopher Crews Chris Jones Chris Pavlish Christopher Rivers Christopher Rivers - Expense Acct Chris Smith Chris Stoehner Christina Murtaugh Christine Talamantez Christopher R. Smith Christopher Wolf Christy Fowler Chris Welding Services Texas CSDU New Mexico Child Support Enforcement Division Texas CSDU Cincon Electric, LLC. Cintas Corporation Cintas Fire Protection Cintas First Aid & Safety Circle L Feed & Hardware Circle Sanitation Service Cisco Ford Equipment Citations & Violations Citrix Systems, Inc


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City of Fort Collins City of Artesia City of Asherton City of Blackwell City of Canadian City of Charlotte City of Cleburne City of Gonzales City of Hobbs City of Jacksboro Utilities City of McComb Water Department City of Nacogdoches City of Odessa City of Pecos TX-Pecos Landfill City of Stanley City of Williston City Pipe & Supply Corp City Trailer Clairvest GP Manageco Inc. Clay Davis Clay Jones Clean Harbors Env Services Clean-Right Services Clear Channel Airports Clearwater Resources Cleburne Police Department Cleburne Welding & Industrial Supply Clements Fluid Henderson, Ltd Clements Fluids Buffalo, Ltd Cleveland Brothers Clifford Power Systems, Inc Clifton Supply Co. Clint Mclean CNG Enterprise C-N-R Electric Cobb Rental & Equipment Cobra Coating Cody Avary Cody Loverin Cody Patton Cody Thomason Co-Ex Pipe Company Coffee Heat & Air Chico Coffman Tank Truck, Inc. Colby McClain Cole Air Conditioning & Appliance Company


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Colorado Tollway Colt Chevrolet-Buick, Inc. Colt Truck Wash, LLC Comcast Econo Lodge Inn & Suites Commercial Diesel Parts & Services Commercial Ice Machine Company Commercial Ice Machine Company Commercial Ice Machine Company Commonwealth of Pennsylvania Concho Resources LLC Conetrix Conner & Winters, LLP Consolidated Comm Networks Inc Continental Battery Co Controls Inc Controls Inc Con-Way Multimodal Coppola Advertising Corey Barber Corey Savell Corey Schmidt Corey Sly Electrical Service Cornwell Tools Corporate Mobile Housing, LLC Corporate Services, LLC Cortex Business Solutions USA, LLC Cory Beach Cotton Electric Services, Inc Cougar Cleaning Equipment Cougar Drilling Solutions Council Stainless & Sheet Metal Cowboy Trucking Coyote Catering CPL Business Craig Nipper Crane Tech Crawford Electric Supply Company, Inc. Creek Oilfield Services-Diesel Crews Mechanical Inc Cricket Trucking Services Crimson Crane Repair LLC Cross Cleaning Solutions, LLC Crown Equipment, Inc. Crude State Tire and Lube Crude State Energy Services, LLC.


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Cruz Hernandez CSC CT Corporation C/T Tires LLC Cumberland Truck Equipment Co. Cummins Southern Plains Cummins Npower LLC Cummins Bridgeway LLC Cummins Rocky Mountain Custer County Treasurer Custom Hose & Supply Cynthia Deavy D&B Rental Services D&E Supply Company, Inc D&G Auto & Diesel Repair D & J Filter LLC D&M Enterprise D & R Transports Dakota Filter Supply Dakota Fire Extinguishers Dakota Fluid Power, Inc Dakotaland Tioga North, LLC Dakota Rubber Stamp Dakota Supply Group, Inc Dakota Tool & Machine, Inc Dakota Water Treatment Dallas Cottam Dallas Cowboys Dallas Oil Service Dana Hise Dan Garner Daniel Beraza Daniel Gillen Daniel Gomez Daniel Losoya Daniel Nitsch Danny Mcintosh Danny Michel Danny Richey Dan’s Body Shop Dan’s Tire Service Darrell Palomino Darrell’s Snacks Sales, Inc. Dave’s Radiators & Repairs David Benth David Hernandez Jr


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David Jenkins David Machado David Rainwater David Roehm-Gougeon David Stanley Chevrolet of Norman, LLC. Davis Chemical Serv Davis Pipe & Supply Inc Daymond Box D Bar D Equipment DDT Weed Control Dealers Electrical Supply Deanna Wilson Dean’s Distributing Deans, Inc. Dean Summers Decoty Coffee Co. Deepwell Energy Services Delafuente Automotive Delcom, Inc Dell Business Credit Della Paige Delta Rigging & Tools, Inc. Dennis Winch Denny’s Electric & Motor Repair, Inc Dependable Pressure Testers, Inc. Derek Jones Derek Vick Desert Distributors, Inc. Desert Energy Equipment Desert Hills Electric Supply Devonie Kemp Dewey Privett Dex Media Dex Services, LLC DFW Alarm Diamond B Energy Services, LLC Diamond Electric Diamond Energy Services LP Diamond Fleet Parts, Inc. Diamond Ice Company of Arkansas, Inc. Dickinson Area Chamber of Commerce Dickinson Press Dickinson Supply Diesel Engine & Injection Service, Inc. Direct Appliance Sales, Inc DirecTV


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Disa, Inc. Discount Tire / America’s Tire Diversified Geosynthetics Dividia Technologies LLC Dixie Oil Company Dixie Catering DJ’s Detailing Geoff Dockray Doc Savage Supply Co. Inc. Donald & Janet Fuchs Donald Schaff Donathan Dominguez Donny Allison Don Rasmussen Don White Dooley Enterprises Dornak Auto Parts, Inc. Dornak’s Auto Diesel & Foreign Car Repair Double C Roustabout Double Life Corporation Double T Oilfield Serv Douglas Schwab Douglas Rodgers Doza Construction Dragon Products, Ltd. DRG Oilfield Services DRH Trucking Driven 2 Deliver Logistic Services, LLC. DTE, Inc Dufner Construction, Inc Durkin Group Dustin and Michelle Kreuzer Dustin Schimetz Dutchover, Vianca Dutton-Lainson Company Dvorak Motors DXP Enterprises, Inc Dynamic Heating and Cooling Dynamic Welding & Fabrication DY Welding, LLC E & A Welding & Oilfield Serv Eagle 731 Trucking, LLC Eagle Fuel & Oil Eagle Propane and Fuels, LLC Eagle Rubber and Supply Operating Services, Inc Eagle’s Flight of America Inc


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East End Auto & Truck Parts East Larimer County Water District East Texas Alarm, Inc. Echosat Inc Ecom America, Ltd Economy Lock & Key Edco Fire & Safety, Inc Edger Gonzales Education Foundation of Odessa Edward Navarette Edwin Melendez Pinon El Campo Refrigeration & Restaurant Supply Inc El Campo Refrigeration & Restaurant Supply Inc Electrical Generating Systems Electrical Surplus, Inc. Electric Power Solutions Elite Transports LLP Elizabeth Taylor Ellingson Plumbing, Heating, A/C & Electrical Elliott Electric Supply Elliott Printing, Inc. Elmer Newman Elston Enterprises LLC Elwood Staffing Services Inc Emaint Enterprises LLC Emmanuel Appiah Danquah Emmet, Marvin, & Martin LLP Enercom Networks Energes LLC Phoenix Media Corporation (Energy & Mining International) Energy Media Group Energy Systems Industrial, Inc Enerstar Rentals & Services, Ltd Engineering Concepts Unlimited, Inc Engine Service & Supply Co. Entergy Enviro Clean Services, L.L.C. Environmental Driven Solutions Epic Collision Services E-Pump Equipment Rental Services LLC Equipment Resources International, Inc. Urias, Erbey Erica Guzman Eric Cantu Eric Dvorak


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Eric Mcrae Eric Palma Erin Wirsching Ernest H Bevans III Ernst & Young LLP Espy Bros Sanitary Services Essential Logistics Estrada Welding Evans’ Pharmacy Evergreen Tank Solutions, Inc Export Fuel Co., Inc. Express Corp Express, Inc. Express Toll Express Workforce Solutions Extreme Plastics Plus, Inc. EZ Roustabouts Fabco Industries Fabian Jimenez Fairway Laboratories Farmers Union Lumber Company Farner Fire Fastenal Company Fastlane Truck & Equipment Sales Fastsigns Northeast FCC Environmental, LLC Federal Safety Compliance, Inc. Federal Safety Supplies Federal Express Corporation Feeney Wireless Fentress Oil Co. FER Inc. FFE Transportation Services, Inc Fidelity & Guaranty Life Insurance Company Fidelity Investments Institutional Operations Company, Inc Fidelity Information Services, LLC. Fireco of Oklahoma, Inc Firetail Energy Services First Choice Physical Therapy, Inc First Service A/C Contractors, Inc Fischer Bush Equipment Fiveboys Ranch Five Star Ford Flanders Electric Inc Flatrock Engineering & Environmental Fleetmatics USA, LLC


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Fleetpride - Atlanta Fleetpride - Dallas Fleming Oilfield Services, LP Fletcher Industries, Inc. Flexx Aire Flo Community WSC Flow Products Forks RV, Inc Forrest Tire Fortress Environmental Services Foster Fencing Co LLC Frac-N-Vac Frac Tank Supply Francine Sharpley Frank Dodson Frank Gardner Construction, LLC Frank Mosley Frank Rodriquez Franks Quality Janitorial Service Fred Lozano Frio Trucking Corp Fronk Oil Co., Inc. Frontier Communications Frontier Lpgas Fulton Tire & Auto Service Fuson Industrial Maintenance, LLC Future Energy Services G & C Energy Services G & K Services Gabriel Browning Gabriel Rubio Galaviz, Christi Lynn Garcia, Asusena Garcia, Hilaria Gardy Duplechin Garrett A. Smith Garrick Duke Garvin County Treasurer Gary Brown Gasket Service Inc Gas Max Filtration Solutions Inc Gate City Radiator & Welding GCR Tires & Service GDS Publishing Ltd Gene’s Tire Center Gene Harris Petroleum, Inc.


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General Body Manufacturing Co General Equipment & Supplies, Inc General Steel and Supply Co General Washout and Renewable Resources, LLC General Welding Supply, Inc. Genesis Drug Testing Geonix, LP George Schoggin Gerlock, Amy L. GF Trucking Gibsons Home Center Gicon Pumps & Equipment Gilbert Montes Gill Express Gina Amaya Gina Baker Git-R-Done Mobil Wash Glenn Lavine Global Equipment Company, Inc Global Pressure Solutions Globe Energy Services, Inc Gloria Hernandez GM Oilfield & Trucking Service G. O. Hotshot Service Gontex, Inc. Gonzales Building Center Grady Rentals LLC Grady’s Western Supply Co., Inc Grainger GreatAmerica Financial Services Co Great Plains Oilfield Rental Green Energy Oilfield Services LLC Greg Harmon Greg Kalisek Gregory Angelle Gregory Hurst Gregory Smith Grey Hawk Transportation, LLC Griffin Oil Company Griffin, Shad D. Groom & Sons’ Hardware & Lumber Inc GSS Construction & Oilfield Supply GTG Solutions, Inc Guardian Guerrero, Elsa M Guida, Slavich & Flores


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Guillermo Gabaldon Gulf Bolt and Supply Inc Guy Chevrolet Guadalupe Valley Electric Cooperative H & B Fluid Service, LLC H & D Trucking H & E Equipment Services, Inc. H & F Services LLC Halron Transport Hammond, Julie Hampel Oil Distributors Harcrow Surveying Harlin Gilpin Harmony Home Harris Fab Hart Energy Publishing, LP Hart & Price Corp Hauck, Dominic Hawkins Pest Control Inc Hazel Canyon Rentals Hazel’s Hot Shot Hctra-Violations Heartland Village Heartland Village Heather Heacock Hedahls Inc Hercules AG & Outdoors Herculift Inc Heritage-Crystal Clean, LLC Heritage Well Supply Hernandez, Carolina Hernandez Sanitation Hernandez Total Management, Inc. Herc Rentals Inc Hesco Services Hill’s Kwik Printing Hilton Dallas Park Cities Hilton Houston Nasa Clear Lake Hi Plains Filtration Hireright Solutions, Inc. HM Express, Inc Hobbs Orthopaedic & Sports Therapy Hobbs Pest Management Hodgson Russ, LLP Holiday Inn Holmes Auto Supply - Decatur


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Holmes Auto Supply - Midland Holt Cat Home Hardware Center Home of Economy Inc Hometown Productions Hoppe’s Construction, LLC Horizon Cable Service, Inc Hosepower USA Hoseworx International Hotsy Equipment Company - ND Hotsy Equipment Company - PA House of Hose Inc Houston County Electric Cooperative, Inc Howard Supply Company Hoyt Contacts HP Mfg, LLC HSA Bank Hugg & Hall Equipment Company Hughes Cleaning Equipment, LLC Hull’s Oilfield Humberto Rodriguez Cortes Hum’s Hardware & Rental Hundley Hydraulic Hunzicker Brothers Inc. Hurley Auto Parts Hurricane Hydro Services, LLC Hurwitz Batteries, LLC Husker Power Products, Inc Hydrojet Trucking Hydroline LLC International Association of Drilling Contractors IBM Corporation Interstate Battery System of Greater Victoria IBS of Paseo Del Rio B.A.D., Inc ICA Properties, Inc Ideal Marketing Group KLTC-Am/Kcad-Fm/Kzrx-Rm IHS Global Inc Ildefonso A. Davila Impulse Electric, Inc. Indeed Inc Industrial Electric Motors Inc Industrial Oils Unlimited, LLC Industrial Splicing & Sling, LLC Infocast Infoman Inc


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Inland Kenworth Us Inc. Inland Tarp and Liner Ino’s Oilfield Service LLC Interstate Batteries IPFS Corporation Iron Horse Tools Ironworks Sandblasting and Coating Inc Ironworks Welding Inc. Internal Revenue Service Isafety Co. ISN Software Corporation Isuzu Diesel Midwest J & B Trailers & Equipment, Inc. J & C Oilfield Rentals, LLC J & D Express J & E Supply & Fastener Co J & J Contractors J& J Transport Oil Service J & J Transport Services, LLC J & K Hotshot Inc J & P Trucking J & S Enterprises J & S of Aztec, Inc J & T Welding, LLC Jack Jordans BBQ Jackie Redmon Jaime Contreras Jake Brugman Jake’s Clays Jacob Suders James W. Allen James Crum James Gorman Jr James Hand James Jorgensen James Mathews James Reem Sr J and J Operating, LLC Jan-Pro of Okc Jared Hall Jared Meduna Jason Aubel Jason Barry Jason Current Jason Gibson Jason Guerra


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Jason Hepsak Jason Jones Jason Neill Jason Newman Jason Nix Jason Sherrill Jason Short Jay Cantwell Jr Jayco Industrial Supply Jayson Braim Jay Turner Company, Inc. JDL Services LLC Jeff Fain Jeff Heatherly Jeff Lawson Jeff Lindemann Jeff Mordica Jeremiah Bokulich Jeremy Godwin Jeremy Martinez Jeremy Nuckolls Jerome Distributing, Inc Jesse P Taylor Oil Co. Jesus A Rodriguez Jeter, Amy Dawn Jet Specialty Inc J. F. Ralston Co., Inc JGB Enterprises, Inc. Jimenez Contract Services, LLC Jim Harmon Harmon, C, Jimmy Jimmy Contreras Jimmy Hamilton Jimmy Villanueva Jimmy Wilmeth Jimmy Wilson Jim’s Tire Service Inc J.J. Keller & Associates, Inc. JK Truck Parts, LLC JLE Industries JM Oilfield Service, Inc. Joanna Lindemann Jobshq Joel Garcia Joel Ivy Joel Martinez


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Joel Urias Joe’s Hotshot and Trucking Joe Tex Inc Joey Ridgle Septic, Inc. John & Nicky Webb John Avary John Ben Sheppard Public Leadership Institute John Boyuk John J Bradley III John Deere Financial John Garza John Haley John Luna John McDaniel John Mitchell Johnnie’s Service Company Johnny Zavala John Phillips Dirt Works John Poole Johnstone Supply Jolene Messer Jonah Holland Jon Anderson Jonathan Almeida Jonathan Cervantez Jonathon Garcia Jonathan Hogan Jonathan Knight Jonathan Pinkerton Jonathan Smith Jon Baisch Jones Day Jon Firestone Electric LLC Jon Galle Jon’s Home Comforts, Inc Jon Warren Jordan Castleberry Jordan Wire Rope Jordan Yensel Jorge Hernandez Jose Lara Joseph Bostock Joseph McCarter Joseph Pisklak Joshua Lopez Joshua Slind


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Joshua Crawford Joshua Holguin Josh Ybarra Jourdanton Hardware Inc J P Steel & Supply Inc JTA Service LLC J.T. Services, Inc. Juan Balderas Juan Bouche Juan Villazana Justin Builta Justin Garner Justin Manuel Justo Dominguez JW Oilfield Hauling, Inc. K & E Hose and Fittings K & N Electric, Inc. K & S Snow, LLC. Kaeser Compressors, Inc Kalisek, Rebecca Kalmbach & Assoc Karnes Electric Cooperative Kaseya Kasey’s Kreations & Gifts Katrina Quiroz Kay County Treasurer Kayla McClinton Kaysie Geaslen KC Light Towers, LLC Keathley-Patterson-Conway Keegan Eichholtz Keith Muncy Keith Porter Kelley Wolfe Kelly Harris Tire, Wrecker & Quick Lube Kelly Gillen Kennedy Wire Rope & Sling Company, Inc. Kenneth Binney Kenneth Darlin Kenneth Dutton Kenneth Peterson Ken’s Rental Services, LLC Kent Keener Kevin Addae Kevin Morris Kevin Murdock


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Kevin Smith Insurance Agency KGS Rental LLC Kimball Bend of Cleburne, LP Kimball Midwest Kim Buelich Kingfisher County Treasurer King’s Property Services Kirby-Smith Machinery, Inc Kirby’s Radiator Service Kiun Radio KK’s Embroidery KLX Energy Services KMID KMND KMRK Knickerbocker Russell Co., Inc. Knox Oilfield Supply, Inc. Komx 100.3 FM KPTX Radio Kraig Keener Kris Luna Kristel Caraway Kristopher Cherry Kristyna Melendez K Squared Electric, Inc Kwamla Welbeck Kyle Erwin Construction LLC Kyle Moss Kyle Muse Kyle Wentz Kyle Wheeler L & E Services, LLC L & H Electric Inc L & M Office Furniture Inc Labelmaster Lacey Edwards State of Louisiana Department of Revenue Lamar Companies Lambert Oil Co. Lancaster Safety Consulting Lance Padilla Landshark Certified Inspection Inc. Lane & Countryman La Quinta Inns & Suites LaQuinta Inn and Suites-Ok LaQuinta Inn & Suites Artesia


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LaQuinta Inn & Suites Odessa North Sienna Tower Larry Robinett Lartex Services, LLC Laura Hoten L.A.W. Publications Lawson Products Lc Services of Louisiana Lea County Septic Tank Service Leadfirst Learning System, LLC Leah A Martin Leanne Box Lee Foster Lee’s Oil Service Leon County Tax Office Leon Rodriguez Leticia Diaz LFH Construction LLC Liberty Doors Liberty Mutual Insurance Lidia Rameriz Lift Truck Supply, Inc. Light Tower Solutions Lincoln County Treasurer Linda Greene Lindale Custom Fabrication, Inc Linda Williams Lindsey’s Auto Supply Listo LS Services Lloyd Fugate Loadbanks of America Load Max Trailer & Equipment Sales, LLC Loco Water LLC Loco Water LLC Logan County Treasurer Logo Magic, Inc Logun Roberts Lonestar Collision Lone Star Cooking Lone Star Radiator Co Inc Lonestar Ranch & Outdoors Lone Star Safety & Supply Lone Star Signs of West Texas, Inc. Lorenzo Elias Lorenzo Pacheco Loss Prevention Services, Inc Lowery Wholesale


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Lowery Distributing Tax Collector-Loyalsock Township LPM Forklift Sales & Service, Inc Luera’s Welding Service, Inc Luna’s Tire Shop Luper Neidenthal & Logan Lupe Trevino Lybelle Inc Lyndell Hahn M & M Rental Tools M & M Sales -Mid Con M & M Sales, Inc M & R McGowen, LLC-Napa M&S Technologies Inc M & W Hot Oil, Inc. M & W Waste Management LLC Mac, Inc Mac’s Inc. Macy’s Rentals LLC Magnum Power Products, LLC Majestic Turbo-Dallas Inc Major County Treasurer Malakoff Truck Body & Trailer Malibu Trucking, LLC Mallow Trucking LLC Malloy Electric Manley Performance Products Man Lift Rentals LLC Mann Enterprises Marcia McCormick Marcus Allison Mark Beckstrom Mark Commins Mark Condry Mark Marin Marks Hot Shot Service, Inc Mark’s Tire Service, Inc. Mark Tamayo Mark Wells Marshall County Treasurer Marsha Munday Martel’s Machine Shop Martinez, Daniel Martin Water Laboratories Mary Harris Mason Baeza


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Mason Weaver Matex Wire Rope Mathena, Inc. Matheson Tri-Gas, Inc Matheson Tri-Gas, Inc. A & F Welding Supply, Inc Matt Stow Max Tiemann Mayelos Trucking LLC MB & G Oilfield Fabrication Inc. MBI Energy Services McBride Clinic, Inc. McCarty Equipment Co., Ltd. McClain County Treasurer The McCreless Company McGriff, Seibels & Williams of Texas, Inc McGuirewoods LLP McIntyre Transports LLC McJunkin Redman Corporation McMaster-Carr MCM Hotels McPherson, Jackie G Medcor, Inc Medical Payments Medley Material Handling Melanie Gee Mercury Rents Inc Meridian Compensation Partners Meriplex Communications, Ltd Merrill Communications LLC Metro Sanitation MFA Oil Co M G Bryan Equipment Co MG Building Materials MG Cleaners, LLC MGM Rural Sanitation, LLC MHC Kenworth Michael & Mary Pearson Michael Brown Michael Gunning Michael Hanson Michael Hardy Michael Sledge Michael Steed Michael Wozniak Michelle Duggin Midas Auto Service Experts


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Midcontinent Communications Midland Battery Co. Midland Carriers Midstate Telephone Co Midwest Hose & Specialty, Inc. Miguel Armendariz Miguel Delatorre Miguel Mata Mike Gunning Mike Jolley Mike Jolley - Expense Acct Milestone Environmental Services Millennium Express Miller, Egan, Molter & Nelson LLP Miller Environmental Services Inc Miller’s RV Specialties, Inc Miller Stratvert PA Minden Hardware Minerd & Sons, Inc. Minot Welding, Inc Mirror Image Environmental Services, Inc Mix Telematics North America, Inc. M.J. Grafe, Do MKS Services LLC MMD Equipment, LLC Mobile Mini, Inc Mobile Modular Mobile Safety & Consultation LLC Modulo Software Mojopa Ltd Monahans Measurement Serv Monitronics Funding LP Monroes Auto Center Monster Energy Services Montana-Dakota Utilities Co. Derek Jones Montana Morse Moody’s Investors Service Moore Norman Overhead Door, Inc. Tad Morton Mor West Corporation Motion & Flow Control Products Motion Industries, Inc Motor Parts of Canadian Motor Vehicle Division-State of New Mexico Mountrail County Treasure


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Mountrail-Williams Electric Cooperative MPS Enterprises, Inc MR Services MSM Environmental LLC M Strong Services LLC MTA Tire Factory & Service Center Mulholland Energy Services Mulligans Catering Multiquip, Inc Muniz Trucking Murdock Portable Toilets & Septic Tank Svc, Inc Murphy Scott Resources LP Mustang Heavy Haul LLC Myers Auto Parts Inc Nabors Well Service Nacogdoches Central Appraisal Dist Names and Numbers Napa Auto Parts Napa Auto Parts - Odessa Nathan Billingsley Nathan Bonnevie Nathan Merella National Oilwell National Telesystems, Inc Nationwide Trailers, LLC Native Energy Solutions LLC Natural Water Company, LLC DBA Total Beverage Services Navco Oilfield Services North Dakota Department of Transportation North Dakota Highway Patrol North Dakota Safety Council Secretary of State North Dakota State Water Commission North Dakota Workforce Safety & Insurance Neal Pool Rekers Neff Rental, Inc. Nemont Native Energy Solutions LLC Newalta Environmental Services New Dimensions Rehabilitation Newkota Services and Rentals Nicholas Bell Nick Thomas Inc. Maria Valles Nm Dhsem New Mexico Oil & Gas Association


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New Mexico Taxation & Revenue North Arkansas Tire Co., Inc. North Dakota Petroleum Council Inc Northern Power Products, Inc Northern Wholesale Supply, Inc North Plains Electric Cooperative, Inc. North Texas Sales & Distribution, LLC Northwest Parkway Northwest Crane Service, LLC Northwest Tire Inc North Texas Tollway Authority Nuera Transport NW Bearing Inc. Northwest Tire Inc O & B Tank Co. Inc. O & G Water Pump Occupational Health Solutions Occupational Health Centers of the Southwest, P.A. Occupational Safety and Health Administration OCT Equipment, LLC Odessa Chamber of Commerce Odessa Fence, Inc. Odessa Nut & Bolt Inc Odessa Physical Therapy Odessa Pumps Odessa Sign Solution, LLC OG&E Ogallala Water & Coffee Ogburn’s Truck Parts Ogpm, Hawg Wash, LLC Ogre Fund 1, LP Ohio Bureau of Workers’ Compensation Ohio Cat Power Systems Ohio National Financial Services Oilfield Plastics, Inc. Oil Patch Water & Sewer Services, LLC Oklahoma Corporation Commission Oklahoma Electric Cooperative Oklahoma Executive Printing Oklahoma Natural Gas Company Okta Inc Oklahoma Tax Commission Omni 1st Integrated Systems Omni Equipment & Rental Inc. Omnimetrix LLC One Way Services


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Opes Industries LLC O’Reilly Auto Parts Orkin - AR Orkin - TX Orlando Bujanda ORR Safety Oscar Gonzalez Oscar Hernandez Osdany Pulido Rodriguez OTA/Pikepass Oteco, Inc. Othell Murphy Jr Our Electrician Overall Supply, Inc. Overhead Door Overpayments Ozarka P & C Enterprises Pack ‘N’ Mail Padco Energy Services PA Department of Revenue PA Department of Transportation Padilla Trucking Page Wire Rope & Slings, Inc. Parrish, Austin Parson Welding Inc. Parts Center, Inc. Parts Plus of New Mexico, Inc Party Express Catering Pasi Makoni Pat Bond Patrick Tonole Patton Industrial Services, LLC Paul Henderson, Jr Paul Sinner Payne, Jessie Permian Basin A & A Properties, LLC Permian Basin Petroleum Association Permian Basin Rehab Center PCI Manufacturing, LLC Peak Communications and Security Systems Pec/Premier Safety Management Inc Pecan Creek Catering LLC Pecos Automotive Supply Pecos Industrial Park, LLC Pecos Tire, LLC


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Pecos Water Station, Inc. Pedigree Technologies, LLC Penn Credit Pennington Machine Penn Mechanical Group, Inc Penn Power Systems Pennsylvania Turnpike Commission Penn Transport LLC Peoplenet Communications Corp Perfection Truck Parts and Equipment Performance Plus Automotive Services, Inc. Performance Truck Center Perkins Pacific Perkins South Plains, Inc Permian Basin H20 LP Permianbasin360.Com Permian High School Permian Machinery Movers, Inc. Permian Premier Health Services Permian Trucking & Rentals Personnel Concepts Inc Pervasive Software, Inc. Pesqueda, Irene Rose Pete Garner Petit Jean Electric Coop Corp Petrochoice Petro Communications Petroleum Club of Midland Petroleum Equipment Suppliers Association Petroleum Marketers Equipment Company, LLC Petro Lube Phil Graves Phillip Lopez Phix Activate LLC Phoenix Capital Group, LLC Pike County Collector Pilot Thomas Logistics Pinnacle Propane - San Antonio Pinnacle Propane - Odessa Pinnacle Propane - Seguin Pinnacle Propane-Irving Pinnacle Propane - Oklahoma City Pinnacle Propane - Greenbrier Pitney Bowes Pit Stop Tire & Service Center Plains Welding Supply, Inc.


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PMI Pipe, Steel & Supplies Polaris Laboratories, LLC Polystar Containment Profirio Alvarado Cruz United States Postal Service Post Oak Graphics Poudre Valley Rea Power Equipment and Engineering Inc Power Products, Inc Prairie Auto Parts, Inc Prairie Electric Inc Praxair Distribution, Inc. Precision Body Works, Inc. Precision Frac LLC Premier Downhole Tools II LLC Premiere Global Services Premier Hydroblasting Premier Parking Co Premier Pump Inc. Pressure Services, LLC Prestige Auto Body & Accessories Prestige Equipment Rentals, LLC Prince Lumorvi Progressive Business Publications Progressive Waste Solutions of TX, Inc. Proskauer Rose LLP Prudential PSS Companies Rental Pump & Control, LLC. Pump Systems LLC Purgason Tire LLC Purity Oilfield Serv-Midwest/Rockies District Purity Oilfield Services LLC - Wt District Purvis Industries Pecos Valley Country Club QED Quadrem Netherlands Bv Quality Auto Tire & Repair Quality Preheat & Pressure Washers Quality Quick Print/Copy Xpress Quality Rental Center Quality Xterminators Quantum Leap Marketing Quest Diagnostics Quezada, Yolanda Hernandez Quick-Lay Pipe, LLC


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Quik Net LLC Quikservice Steel Co. of Okc Quitman Fire Department Quitman Washout LLC Quitman Waterworks Qwik Pipe Inc R & H Electric LLC R&R Construction, Inc. R360 Environmental Solutions Inc Radio Advertising Rainbow Plumbing Heating & Air Conditioning Rain For Rent Ralphs Plumbing & Heating Ramada - MS Ramada Grand Dakota Lodge Ram Industrial Equipment Co Ram Products, Inc - Ok Rancho De Las Palmas Ranchscapes Trailers LLC Ranchscapes Steel & Supply LLC Randy Woods Rapid Marine Fuels Raul Mendez Ray Borne Ray’s Auto Electric Inc Raymond Seaton Razor Rents RBJ Manufacturing, LLC RC Industries, LLC R Construction Company RDO Equipment Co. Rdub Trucking Real Performance Physical Therapy Real Time Communications, LLC Rebel Customs LLP Recoil Incorporated Records Retention & Retrieval, Inc. Recovered Water Industries, LLC Red Ball Oxygen Red Dog Mobile Shelters, LLC Red Eye Safety LLC Redigers Pharmacy, Inc. Redline Hot Shot & Transportation LLC Red Line Power Equipment Red Rock Electric LLC Reeder Distributors


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Reeves County Jr Livestock Show & Sale Reeves County Feed & Supply Reid Ivory Reiter Welding, Inc Reliant Energy Reliant Trucking Relyco Renewable Resources Resource One Reyes Energy Services LLC Reynolds Energy Service RHI Supply RHI Tech Services Ricardo Molina Jr Richard Benitez Richard Caldwell Richard Joy Ricardo Molina Jr Richard Oakley Richard Wolf Richters Catering Service Rick Browning, Atty at Law, PC Rick Luna Rick’s Service Center Inc Rick’s Sign Service Ricky Lucas Rigdata Rigg-Ett Inc Rigoberto Urias Ritz Safety, LLC River City Radiator, Inc RJB Hauling RM Car Care Service RM Publications LLC Road Boss Trailer Mfg. Robert Baker Robert Birch Robert Chancellor Robert Holland Robert Hunter Robert Jacques Jr Robert Quezada Robert Ramsey Robert Schamel Robert Young Robert Rodriguez


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Rockovich, Melinda Rockwater Wm North Dakota LLC Rodriguez, Ignacio Roger Howser Roger Lewis Rogers Ford Rogers, Larry Rolando Rodriguez Ron Estala Ronald Woodard Ron Wilson Rooster Safety LLC Roper, Inc. R.O. Pomroy Equipment Rental, Inc Rosa Dominguez Roswell Winlectric Co Rough Ground Services Roughrider Electric Cooperative, Inc Roughrider Commission Royal Purple LLC Roy Massey Roy Reyna RTI Rental Tools RTO Sales & Leasing, Inc RTS Ruben Aguirre Ruben Mendez Rubio’s Paving Rudy’s Lock & Key, LLC Rufnex Oilfield Services Running Horse Runnings Farm and Fleet Rusert Machine Shop Rush Sales Company Rush Truck Center Russ Walter Rutilio Lopez Rutt’s Machine Inc. RW Trucking LLC Ryan Brown Ryan Hinchey Ryan Ivory Ryan Petersen Ryan Warmus Ryan Whalen Rykin Pump Co., Inc


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S & D Trucking LLC S & H Tank Service of Oklahoma S&S Hot Shot and Oilfield Services S & W Automotive S & W Portable Storage, Inc. S & W Steel and Welding Supply, LLC Saber Power Services Safety Council of East Texas, Inc. Safety International-A Dxp Company Safety-Kleen Systems Safety Solutions Safety Works, LLC Safeway Oil Recovery Saf-T-Box Lp Sage Software Sage Oil Vac, Inc Salary.Com Salesforce.Com, Inc Sales Result Inc Arkansas Department of Finance & Administration Colorado Department of Revenue Louisiana Department of Revenue Mississippi Department of Revenue Salgado Contracting Samuel Briseno Samuel Navarrete Samuel Sanchez Trucking San Antonio Brake and Clutch Service, Inc. Sandra Bustamante Sanford Health Occupational Medicine Clinic Dickinson Sanjan Hot Shot & Transport LLC Santiago Padilla Saulsbury Industries, Inc Schaedler Yesco Distribution Schaeffer Mfg., Co. Schafer Services Scott Electric - PA Scott Equipment Co Scott-Gross Co, Inc. Scroggins Fire Extinguisher Co. Sean Irwin Secured Document Shredding Seldon Energy Partners Select Energy Services, LLC Select Physical Therapy, Inc. Seminole County Treasurer


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Senada Mary Mendoza Sendero Sales & Rentals Inc Service Consulting & Management LLC Service Office Supplies, Inc. Liquid Luggers Shamrock Steel Sales, Inc. Shane Baseflug Shaneda Electric, Inc. Sharp Drilling Shaun Cottam Shaun Roberts Shawn Diamond Shawn Solberg Shelton Welding Sherwin-Williams Sherwood Urgent Care Shoppa’s Material Handling Ltd Shred-IT Sierra Hamilton LLC Signs of Success Sign Systems Inc. Silver Oak Drilling, LLC Simons Petroleum LLC Simplex, Inc. Simpson Marketing LLC Sims Electric Site Safe Solutions, LLC Skelton Auto Diesel & Towing Ski Condry Skyline Aviation Inc Sky Vaccuum Services Sleep Inn & Suites Slough Equipment Company Smartt-Move, LLC Smith Bakke Porsborg Schweigert & Armstrong Smith Engineering Company Smith Oilfield Services Smitty’s Heavy Haul Smitty’s Supply Inc Snap on Tools Solid Liberty Rental Services Solid Liberty Services Solotek LLC Son of A King Construction LLC Sooner Rubber Products Co. Southeastern Freight Lines, Inc.


71 9580/46103-001 CURRENT/58948418v8 09/17/2016 2:24 PM

Southern Tire Mart, LLC Southwest Body & Towing, Inc Southwest Business Machines, Inc. Southwest Grain Southwest Speciality, Inc. Southwest Water Authority Southwest Wheel Co Sparkletts and Sierra Springs Special Special Purchases Spectro Wire & Cable, Inc. Spencer Hardware Spitfire Field Services Co, LLC Sport Environmental Services, PLLC SRT Communications, Inc. Stacy’s Custom Stripes Standard Energy Services Standard Oilfield Supply Inc. Stanley Auto and Truck Stanley Hardware LLC Staples Advantage Star Industries S.T.A.R.T. LLC State of Michigan State of Mississippi Stealth Energy Stephen Balloch Stephens County Treasurer Sterling Hose, Reel & Supply LLC. Steve Ludwig Steve Mezynski Steven Allen Steven Chambless Steven Mezynski Steven Thomas Carr Steven Willey Steve Todd Stewart & Stevenson St John Water Well Pump Service Stone Electric Storm Oilfield Services LLC Strada Services LLC Strasburger & Price, LLP Stuart C. Irby, Co. Sugarloaf Fabricators, Inc. Summit Supply


72 9580/46103-001 CURRENT/58948418v8 09/17/2016 2:24 PM

Sunbelt Industrial Trucks Sunbelt Rentals Inc Sunbelt Transformer Sun Coast Resources, Inc. Sunlife Financial Sunsource Superior Asset Appraisals Superior Wire Rope Susan Paddack Sutherland Building Products, Inc Sutherland Transport Synetra, Inc. T & E Power Systems T & J Valve T & R Partnership T & W Tire Tad Morton Tally Tech Services LLC Tamra Conway Tande, Gary O Tanglewood Oilfield Services, LLC Tanya Anderson Tap Oilfield Solutions Tarpon Energy Services, LLC Tate Branch Dodge Chrysler Jeep Alfalfa County Treasurer Tax Assessor Collector-Atascosa County Blaine County Treasurer Sheriff and Ex-Officio Tax Collector Caddo County Treasurer Canadian County Treasurer Tax Assessor Collector-Cleburne County Cleveland County Treasurer Tax Assessor Collector-Collin County Conway County Tax Collector Dimmit County Tax Office Dunn County Treasurer Tax Assessor Collector-Ector County Tax Assessor Collector-Ector County Eddy County Treasurer Tax Assessor Collector-Faulkner County Garfield County Treasurer Tax Assessor Collector-Gonzales County Grady County Treasurer Grant County Treasurer Harper County Treasurer


73 9580/46103-001 CURRENT/58948418v8 09/17/2016 2:24 PM

Hemphill County Assessor Tax Assessor Collector-Henderson County Tax Assessor Collector-Johnson County Love County Treasurer Oklahoma County Treasurer Pawnee County Treasurer Payne County Treasurer Tax Assessor Collector-Reeves County San Juan County Treasurer Stark County Auditor Tom Green Appraisal District Van Buren County Tax Collector Gary S. Sexton - Sheriff & Tax Collector Tax Assessor Collector-White County Tax Assessor Collector-Wise County Tayler Perli Taylor of Oklahoma Taylor Power Systems, Inc TCB Rentals, LLC TCB Rentals ND TCK Trucking TDJ Oilfield Services TD Rentals TDS Team Petroleum Ted Hogan Tee Bench Inc Telecom Unlimited Teletrac, Inc Terryberry Company LLC Terry Keithley Terry’s Electronics & Home Center Terry’s Propane Co. Inc. Terry’s Trailers Inc Tervita, LLC Tessco Energy Services, Inc. Texas Alternator Starter Service Texas State Comptroller Texas Custom Trailers LP Texas Department of Motor Vehicles Texas Disposal Systems Texas Energy Services, LLC Texas Gas Service Texas Legends Steakhouse Texas Motor Speedway Texas New Mexico Power Company


74 9580/46103-001 CURRENT/58948418v8 09/17/2016 2:24 PM

Texas Oilfield Transportation Texas Oil & Gas Association Texas Security Shredding Texas Telephone & Data Technologies Texas Tollways Texdoor, Ltd. Tex Trail Trailer Parts Thawzall LLC Therm Dynamics Mfg Thermo Fluids, Inc Theron Willhite Thomas Hogan Thomas Petroleum, LLC Thunder Hawk Electric Tier Two Chemical Reporting Tifco Industries, Inc. Tilley Transportation Tima Time Warner Cable Tim Hanna Tim Lantz Tim Steele Tires For Less Tire Worx Titan Machinery - Dickinson Titan Rentals TNT Car & Truck Toys, Inc. TOC Solutions Inc Todd Ashbacher Toddco Overhead Tom-E-Lee Trucking, LLC Tom Lorren III Pc Tommy Armendarez Tom’s Equipment Inc Toms Service Center Tony Barry Anthony Sperduti Tony Trujillo Land Surveying, Inc. Toolpushers Supply Co. Top Hand Field Services Top Line Rentals LLC Top O Texas Oilfield Services Total Control, Inc Total Destruction Total Office Solutions of West Texas Total Rental Services


75 9580/46103-001 CURRENT/58948418v8 09/17/2016 2:24 PM

Total Safety US, Inc. Total Tank Systems, LLC Town and Country Advertising Town of Pecos City Toyota Lift of South Texas Turning Point Services Inc Tractor City Train ND Translectric, Inc. Trans-Pecos Electric, Inc. Trans Pecos Instrument & Supply, Inc Trans-Pecos Spe Trevor Waddell Triad Industrial Consulting LLC Triangle Electric Inc Trifecta Oilfield Serv Trinity Mother Frances Hospitals and Clinics Triple E Electric Inc Triple J Double T Triple Play Transport Tri-State Battery Supply, Inc. Tri State Supply Co., Inc Troxell Trailer Mfg, LLC Troy Kessel Troy Searcy Troy Tucker Truck Care Chemical & Supply, LLC Truckers Supply Co Truck-N-Trailer Inc. Truckpro - Shreveport Truckpro Trucks Unlimited Trupar America Inc. Trystar Inc Tumbleweed Express Turbo Specialties Texas Commission On Environmental Quality Tyler Fire Extinguisher Co Tyler Horstman Tyrone Oliver UE Compression ULC Oil and Gas Field Services, Inc Uline UL Workplace Health and Safety Underwood Hotshot Service Unified Oilfield Group, LLC


76 9580/46103-001 CURRENT/58948418v8 09/17/2016 2:24 PM

Unifirst Corporation United Engines, LLC United Rentals, Inc. United States Media Television United Vision Logistics United Way Universal Bearing & Chain Universal Media Universal Plumbing Co Unlimited Lawn Service UP&S Inc UPS Urias Hot Shot & Transportation Urias Transport, LLC USA Screen Printing & Embroidery Co., Inc US Frac Water Source Valley Alternator Valley Rental Valley Tire Co. Varsity Sports Veloz Tire Service Venture Energy Services, Inc Verendrye Electric Cooperative Verizon Vermeer Sales and Service, Inc. Vespid Pest Control Victoria Bearing & Industrial Supply Inc Vinson & Elkins LLP Viper Services LLC Virginia Hill Water Supply Corp Virtual Intelligence Providers Voyager Energy Services W4 Services LLC Wacker Neuson Sales Americas LLC Wade Verhaal Walker Plumbing, Inc Wallace Bugs & Farm Supply Wallwork Truck Center Walters Electric Warren Cat Warrior Supply, Inc Washita Valley Enterprises, Inc Waste Management Water Kleen Water Works Watkins Manufacturing Inc


77 9580/46103-001 CURRENT/58948418v8 09/17/2016 2:24 PM

Watson Truck & Supply, Inc Wayside Radiator WB Supply Company Weaver and Tidwell, LLP Weavertown Oil Services The Weavertown Group Weavertown Towing & Recovery Pecos Welding Supply Weldon Parts Perryton Wellness IQ Wells Cylinder Heads We Rent It Wesley Duplechin West Best Transp LLC Westbrook Enterprises West Dakota Oil, Inc Western Environmental Industrial Services, Inc. Western Marketing Inc Western Petroleum LLC Westlie Truck Center of Dickinson Weston Banks West Pecos Water LLC West Texas Off Road Center West Texas Windshields West Texas Water Well Service West Texas Gas, Inc. Westwind Research Ltd Whitcamp Disposal LLC Whit Davis Lumber Plus-Greenbrier White Shark Energy LLC Wholesale Supply Inc Louisiana Department of Revenue Wilbanks Energy Logistics Wildcat Electric Wiley X Inc Wilkerson Oilfield Service, Inc. Wilkinson County Tax William Jacob Management Inc Bill Pollard William Weekley Willie Garcia Willis Permian Movers Wilson, Deanna Wilson Electronics, Inc Wilson, Leah Wilson, Nadia


78 9580/46103-001 CURRENT/58948418v8 09/17/2016 2:24 PM

Wilson Weed Control Winches Inc. Windstream Wind Systems Magazine Winegard Company Wingfoot Commercial Tire Systems LLC Wise Regional Health System Woods County Treasurer Work Horse Manufacturing Inc Worl Services, Inc West Plains Inc Wholesale Pump & Supply WEX Bank Wright Tire Co. WTG Fuels, Inc West Texas Safety Training Center Wybran, Inc Xcel Energy Xenco Laboratories Xerox Corporation X-Torc Energy Services Xylem Dewatering Solutions Yellow Book West/Hibu Inc. Yellow House Machinery Co. YP Yeraldin Macias Young’s Factory Built Homes Zac Enriquez Zachery Banks Zach Stinnett Zeno Office Solutions Inc Z-Tek Construction ZTR Control Systems LLC


9580/46103-001 CURRENT/58948418v8 09/17/2016 2:24 PM

Schedule B

Current Clients


2 9580/46103-001 CURRENT/58948418v8 09/17/2016 2:24 PM

Current Clients

Matched Entity Relationship to the Debtors Relationship to Proskauer

ABF Freight Vendors Current Client

ADP Vendors Current Client

Allianz Global Investors U.S. Noteholder Current Client

American Express Top 50 Creditors / Vendors Current Client

Ameripride Vendors Current Client

Atmos Energy Utility Providers / Vendors Current Client

BP Amoco Creditors – Open Credits /

Customers Current Client

Broadridge Vendors Current Client

Chevron USA Customers / Creditors – Open

Credits Current Client

Chris Jones Vendors Current Client

Christopher Wolf Vendors Current Client

Cintas Corporation Vendors Current Client

Citrix Systems, Inc. Vendors Current Client

Continental Resources Inc. Customers / Creditors – Open


Cox Communications Utility Providers Current Client

Credit Suisse Group Professionals Current Client

Dallas Cowboys Top 50 Creditors / Vendors Current Client

Energes LLC Vendors Current Client

Entergy Utility Providers / Vendors Current Client

Ernst & Young LLP Vendors Current Client

Fidelity Vendors Current Client

Fidelity Management Trust Company

Pensions Current Client

Frontier Communications Utility Providers / Vendors Current Client

Gary Brown Employees / Vendors Current Client

Grainger Top 50 Creditors / Vendors Current Client GSO / Blackstone Debt Funds

Management Noteholder Current Client

Guardian Top 50 Creditors / Vendors Current Client

Halliburton Energy Services Customers / Creditors – Open


Hess Corp. Customers / Creditors – Open


IBM Corporation Vendors Current Client

Jackson Walker LLP Professionals Current Client


3 9580/46103-001 CURRENT/58948418v8 09/17/2016 2:24 PM


James Allen Vendors Current Client

Jamie Jenkins Employee Current Client

Jefferies Finance LLC Agent / Indenture Trustee Current Client

Jefferies LLC Professionals Current Client

Kirkland & Ellis Professionals Current Client

Light Tower Rentals, Inc. Debtor Subsidiary / Affiliate Current Client

Marathon Oil Company Customers / Creditors – Open


New Century Customers Current Client

Noble Energy Inc. Customers Current Client

Oscar Hernandez Employees / Vendors Current Client

Pitney Bowes Vendors Current Client

Quest Diagnostics Vendors Current Client

Republic Services Inc. Customers Current Client

Strike LLC Creditors – Open Credits /

Customers Current Client

Suddenlink Utility Providers Current Client

The Bank of New York Mellon Agent / Indenture Trustee Current Client

Time Warner Utility Providers / Vendors Current Client

Time Warner Cable Vendors Current Client

United Way Vendors Current Client

UPS Vendors Current Client William M. Cobb & Associates,

Inc. Current & Potential Litigation

Counterparties Current Client

Windstream Utility Providers / Vendors Current Client

Xerox Vendors Current Client

YP Utility Providers / Vendors Current Client

ADP LLC Vendors Affiliated with a Current

Client

AIP Products Company Vendors Affiliated with a Current

Client

Anderson, Jon Landlords and Tenants / Lessors

/ Vendors Affiliated with a Current

Client

Antonio Gonzalez Vendors Affiliated with a Current

Client

ARI Vendors Affiliated with a Current

Client

AT&T Utility Providers / Vendors / Top

50 Customers Affiliated with a Current

Client

Avenue Capital Management Noteholder Affiliated with a Current

Client


4 9580/46103-001 CURRENT/58948418v8 09/17/2016 2:24 PM

Matched Entity Relationship to the Debtors Relationship to Proskauer Bank of New York Mellon Trust

Company, N.A. Agent / Indenture Trustee

Affiliated with a Current Client

Benz Oil Co. Inc. Vendors Affiliated with a Current

Client

BP Amoco Customers / Creditors – Open

Credits Affiliated with a Current

Client

Brian Olson Vendors Affiliated with a Current

Client

Cellular One Utility Providers Affiliated with a Current

Client

Coastal Power & Equipment Customers Affiliated with a Current

Client

Comcast Utility Providers / Vendors Affiliated with a Current

Client

Conoco Phillips Creditors – Open Credits /

Customers Affiliated with a Current

Client

Credit Suisse Asset Management Noteholder Affiliated with a Current

Client

CSC Vendors Affiliated with a Current

Client

David Jenkins Employees / Vendors Affiliated with a Current

Client

Directv LLC Vendors Affiliated with a Current

Client

F2 Oilfield Services, LLC Customers Affiliated with a Current

Client Fidelity Investments Institutional

Operations Company, Inc. Pensions / Vendors


Gregory Smith Vendors Affiliated with a Current

Client

Hireright Solutions, Inc. Vendors Affiliated with a Current

Client

IHS Global Inc Vendors Affiliated with a Current

Client

Infocast Vendors Affiliated with a Current

Client

Internal Revenue Service Vendors Affiliated with a Current

Client

Jimmy Wilson Employees Affiliated with a Current

Client

Jon Anderson Landlords and Tenants / Lessors Affiliated with a Current

Client

Jonathan Smith Vendors Affiliated with a Current

Client

Jones Day Vendors Affiliated with a Current

Client Kevin Morris Employees / Vendors Affiliated with a Current


5 9580/46103-001 CURRENT/58948418v8 09/17/2016 2:24 PM

Matched Entity Relationship to the Debtors Relationship to Proskauer Client

Kevin Morris Employees Affiliated with a Current

Client

Kinder Morgan Customers Affiliated with a Current

Client

Liberty Mutual Insurance Vendors Affiliated with a Current

Client

Mary Harris Landlords and Tenants / Lessors Affiliated with a Current

Client

McGuireWoods LLP Vendors Affiliated with a Current

Client

Michael Brown Employees / Vendors Affiliated with a Current

Client

Midas Auto Service Experts Vendors Affiliated with a Current

Client

Monitronics Funding LP Vendors Affiliated with a Current

Client

Moody’s Investors Service Vendors Affiliated with a Current

Client

Motion Industries, Inc Vendors Affiliated with a Current

Client National Union Fire Insurance Co

of Pittsburgh, PA (AIG) Insurers


Occupational Safety and Health Administration

Governmental Regulatory Authorities


Power Products, Inc Vendors Affiliated with a Current

Client

PPL Electric Utilities Corporation Utility Providers Affiliated with a Current

Client

Praxair Distribution, Inc. Vendors Affiliated with a Current

Client

Prudential Top 50 Creditors / Vendors Affiliated with a Current

Client

RBC Capital Markets Agent / Indenture Trustee Affiliated with a Current

Client

Robert Baker Employees / Vendors Affiliated with a Current

Client

Robert Ramsey Vendors Affiliated with a Current

Client

Robert Rodriguez Employees Affiliated with a Current

Client

Robert Young Vendors Affiliated with a Current

Client

Roper, Inc. Customers / Vendors Affiliated with a Current

Client

Safety Kleen Systems Vendors Affiliated with a Current

Client


6 9580/46103-001 CURRENT/58948418v8 09/17/2016 2:24 PM


Sage Software Top 50 Creditors / Vendors Affiliated with a Current

Client

Salesforce.com, Inc. Vendors Affiliated with a Current

Client

Sherwin-Williams Vendors Affiliated with a Current

Client

Simplex, Inc. Vendors Affiliated with a Current

Client

State of Mississippi Vendors Affiliated with a Current

Client

Sunbelt Rentals Inc Vendors Affiliated with a Current

Client

TDS Utility Providers / Vendors Affiliated with a Current

Client Trinity Environmental SWD,

LLC Creditors – Open Credits /

Customers Affiliated with a Current

Client

True Oil Company Customers Affiliated with a Current

Client

United Parcel Service Customers Affiliated with a Current

Client

United States Postal Service Vendors Affiliated with a Current

Client

Universal Media Vendors Affiliated with a Current

Client

Verizon Top 50 Creditors / Vendors Affiliated with a Current

Client

Water Works Vendors Affiliated with a Current

Client

Xcel Energy Vendors Affiliated with a Current

Client

XL Specialty Insurance Co Insurers Affiliated with a Current

Client

Yellow Book West / HIBU Vendors Affiliated with a Current

Client

Zolfo Cooper LLC Professionals Affiliated with a Current

Client


9580/46103-001 CURRENT/58948418v8 09/17/2016 2:24 PM

Schedule C

Former Clients


2 9580/46103-001 CURRENT/58948418v8 09/17/2016 2:24 PM

Former Clients


Alan Taylor Employees / Vendors Former Client

Alan Taylor Employees Former Client

Assurant Employee Benefits Vendors Former Client

BDO USA Vendors Former Client

Charles Cole Employees / Vendors Former Client

Clairvest Group Noteholder Former Client

Conner & Winters, LLP Vendors Former Client

Derek Jones Employees / Vendors Former Client

Guardian Contract Counterparties Former Client

International Association of Drilling Contractors

Vendors Former Client

ISN Software Corporation Vendors Former Client

Jayco Industrial Supply Vendors Former Client

Jimmy Hamilton Vendors Former Client

John & Nicky Webb Vendors Former Client

Poudre Valley REA Utility Providers / Vendors Former Client

Prestige Auto Body & Accessories

Vendors Former Client

QED Vendors Former Client

Redwood Capital Management

Noteholder Former Client

StoneGate Customers Former Client


3 9580/46103-001 CURRENT/58948418v8 09/17/2016 2:24 PM


Thomas Hogan Employees / Vendors Former Client

Waste Management Contract Counterparties / Utility

Providers / Vendors Former Client

Anadarko Petroleum Corp. Customers Affiliated with a Former Client

Bill Keller Vendors Affiliated with a Former Client

Carolina Hernandez Vendors Affiliated with a Former Client

CT Corporation Vendors Affiliated with a Former Client

DXP Enterprises, Inc Vendors Affiliated with a Former Client

Energy Transfer Company Customers Affiliated with a Former Client

Fastenal Company Vendors Affiliated with a Former Client

Globe Energy Services, Inc. Vendors Affiliated with a Former Client

Jonathan Knight Vendors Affiliated with a Former Client

Michael Castellarin Current & Former Directors &

Officers Affiliated with a Former Client

Multiquip, Inc Vendors Affiliated with a Former Client

Oxy USA, Inc. Creditors - Open Credits Affiliated with a Former Client

Plains Marketing LP Customers Affiliated with a Former Client

Richard Oakley Employees / Vendors Affiliated with a Former Client

Richard Oakley Employees Affiliated with a Former Client

William Jacob Management Vendors Affiliated with a Former Client


9580/46103-001 CURRENT/58948418v8 09/17/2016 2:24 PM

Schedule D

Potentially Related Parties


2 9580/46103-001 CURRENT/58948418v8 09/17/2016 2:24 PM

Potentially Related Parties


Allied Waste Services Utility Providers / Vendors May be a Current Client

Blue Energy Services Customers May be a Current Client

Chamber of Commerce Vendors May be a Current Client

Chris Smith Vendors May be a Current Client

DTE, Inc. Vendors May be a Current Client

Endurance Customers May be a Current Client

Guardian Vendors May be a Current Client

HP MFG LLC Customers / Vendors May be a Current Client

Linda Williams Employees May be a Current Client

Parallel Petroleum Corp. Customers May be a Current Client

Secretary of State Vendors May be a Current Client

Star Industries Vendors May be a Current Client

Strike LLC Creditors – Open Credits May be a Current Client

Sunbelt Transformer Vendors May be a Current Client

The Industrial Company Customers May be a Current Client

Turning Point Services Vendors May be a Current Client

BCBS Contract Counterparties May be a Former Client

Christy Fowler Vendors May be a Former Client

Clairvest Equity Partners III Limited Partnership

Equity Holder May be a Former Client

Fletcher Industries, Inc. Vendors May be a Former Client


3 9580/46103-001 CURRENT/58948418v8 09/17/2016 2:24 PM


G&C Construction International LLC

Customers May be a Former Client

Tom’s Equipment Vendors May be a Former Client

John J Bradley III Vendors May be a Former Client or


Toyota Lift of South Texas Vendors May be Affiliated with a

Current Client

AES Customers May be Affiliated with a Current

Client AIG Specialty Insurance

Company Insurers

May be Affiliated with a Current Client

Allianz Life Insurance Company of North America

Vendors May be Affiliated with a Current

Client

American Energy – Permian Basin

Customers May be Affiliated with a Current

Client

Apache Corporation Creditors – Open Credits /


Client

Ascent Resources – Utica LLC Customers May be Affiliated with a Current

Client

Blackrock Services Current & Potential Litigation

Counterparties May be Affiliated with a Current

Client

Cabot Oil & Gas Creditors – Open Credits /


Client

Cambrian Management Customers May be Affiliated with a Current

Client

Centennial Resource Production LLC


Client

CEP III Co-Investment Limited Partnership

Equity Holder May be Affiliated with a Current

Client

Comstock Oil & Gas, LLC Creditors – Open Credits May be Affiliated with a Current

Client

David Jenkins Employees May be Affiliated with a Current

Client

Deans, Inc. Vendors May be Affiliated with a Current

Client

Dell Business Credit Vendors May be Affiliated with a Current

Client

Devon Energy Corporation Creditors – Open Credits /


Client


4 9580/46103-001 CURRENT/58948418v8 09/17/2016 2:24 PM


DFW Alarm Vendors May be Affiliated with a Current

Client

Elizabeth Taylor Employees May be Affiliated with a Current

Client

EMS USA Inc. Customers May be Affiliated with a Current

Client

Endurance American Insurance Company

Insurers May be Affiliated with a Current

Client

EXL Petroleum Customers May be Affiliated with a Current

Client

Federal Express Vendors May be Affiliated with a Current

Client

Fer Inc. Vendors May be Affiliated with a Current

Client

Fortress Environmental Services Vendors May be Affiliated with a Current

Client

Halo Holdings Group LLLP Current & Potential Litigation


Client

Holiday Inn Vendors May be Affiliated with a Current

Client

Infoman Inc Vendors May be Affiliated with a Current

Client

Isuzu Diesel Midwest Vendors May be Affiliated with a Current

Client

J&A Services LLC Customers May be Affiliated with a Current

Client

Janus Capital Management Noteholder May be Affiliated with a Current

Client

Jimmy Wilson Employees / Vendors May be Affiliated with a Current

Client

JLE Industries Vendors May be Affiliated with a Current

Client

Lonestar Collision Vendors May be Affiliated with a Current

Client

MFS Investment Management Noteholder May be Affiliated with a Current

Client

Midcontinent Communications Contract Counterparties May be Affiliated with a Current

Client


5 9580/46103-001 CURRENT/58948418v8 09/17/2016 2:24 PM


Oasis Petroleum Creditors – Open Credits /


Client

Omni Equipment & Rental Inc. Vendors May be Affiliated with a Current

Client

Oncor Electric Customers May be Affiliated with a Current

Client

Oryx Oilfield Services LLC Customers May be Affiliated with a Current

Client

Oxy USA, Inc. Creditors – Open Credits May be Affiliated with a Current

Client

Prudential Investment Management

Noteholder May be Affiliated with a Current

Client

Ramada – MS Vendors May be Affiliated with a Current

Client

Red Ball Oxygen Vendors May be Affiliated with a Current

Client

Red Rock Electric LLC Vendors May be Affiliated with a Current

Client

Robert Rodriguez Employees / Vendors May be Affiliated with a Current

Client

Rosetta Resources Inc. Creditors – Open Credits /


Client

RTS Vendors May be Affiliated with a Current

Client

Safety International-A DXP Company

Vendors May be Affiliated with a Current

Client

Stepstone Capital Partners III, L.P.


Client

Sunlife Financial Landlords and Tenants / Lessors May be Affiliated with a Current

Client

Town and Country Advertising Vendors May be Affiliated with a Current

Client

Trident Global Enterprises LLC Current & Potential Litigation


Client

US Energy Customers May be Affiliated with a Current

Client


6 9580/46103-001 CURRENT/58948418v8 09/17/2016 2:24 PM


USS-Constitution Co-Investment Fund II, LP


Client

Viper Services Vendors May be Affiliated with a Current

Client

Voya Investment Management Noteholder May be Affiliated with a current

Client

White Horse Water LLC Creditors – Open Credits May be Affiliated with a Current

Client

Xenco Laboratories Vendors May be Affiliated with a Current

Client

Allstate Insurance Company Equity Holder May be Affiliated with a Former

Client

Consolidated Comm Networks Inc

Utility Providers / Vendors May be Affiliated with a Former

Client

Department of Transportation Government Regulatory

Authorities May be Affiliated with a Former

Client

Enervest Operating LLC Creditors – Open Credits /

Customers May be Affiliated with a Former

Client

Express Corp. Vendors May be Affiliated with a Former

Client

FFE Transportation Services, Inc.

Vendors May be Affiliated with a Former

Client

Gregory Angelle Vendors May be Affiliated with a Former

Client

Industrial Electric Motors Inc Vendors May be Affiliated with a Former

Client

Panther Energy Company II LLC Creditors – Open Credits /


Client

Paradigm Energy Partners LLC Customers May be Affiliated with a Former

Client

Radio Advertising Vendors May be Affiliated with a Former

Client

Standard Life Investments (USA) Noteholder May be Affiliated with a Former

Client

Triangle Electric Inc. Customers / Vendors May be Affiliated with a Former

Client

Vantage Energy Creditors – Open Credits /


Client


7 9580/46103-001 CURRENT/58948418v8 09/17/2016 2:24 PM


Westwind Research Ltd Vendors May be Affiliated with a Former

Client


9580/46103-001 CURRENT/58948418v8 09/17/2016 2:24 PM

Exhibit C

Muncy Declaration


2 9580/46103-001 CURRENT/58948418v8 09/17/2016 2:24 PM


HOUSTON DIVISION

In re:


Debtors.

)))))))

Chapter 11

Case No. 16-34284 (DRJ)


DECLARATION OF KEITH MUNCY IN SUPPORT OF THE DEBTORS’ APPLICATION FOR ENTRY OF AN ORDER AUTHORIZING THE RETENTION AND EMPLOYMENT OF PROSKAUER ROSE LLP AS ATTORNEYS FOR THE DEBTORS

EFFECTIVE NUNC PRO TUNC TO THE PETITION DATE

I, Keith Muncy, being duly sworn, state the following under penalty of perjury:

2. I am the Chief Financial Officer of the above-captioned debtors and debtors in

possession (the “Debtors”). In such capacity, I am intimately familiar with the day-to-day

operations, business and financial affairs, and books and records of the Debtors and am

authorized to submit this declaration (the “Declaration”). Accordingly, I am in all respects

competent to make this Declaration in support of the Debtors’ Application for Entry of an Order

Authorizing the Retention and Employment of Proskauer Rose LLP as Attorneys for the Debtors

Effective Nunc Pro Tunc to the Petition Date (the “Application”).

3. I submit this Declaration in support of Application pursuant to the Guidelines for

Reviewing Applications for Compensation and Reimbursement of Expenses Filed under 11

U.S.C. § 330 by Attorneys in Larger Chapter 11 Cases Effective as of November 1, 2013 (the

“Revised UST Guidelines”), which were adopted by the Executive Office for United States

Trustees under 28 U.S.C. § 586(a)(3). Except as otherwise noted, all facts in this Declaration are


number, include: Light Tower Rentals, Inc. (4893); LTR Holdco, Inc. (8813); LTR Shelters, Inc. (5396); and LTR Investco, Inc. (3819). The location of the Debtors’ service address is 2330 E. I-20 S. Service Rd., Odessa, TX 79766.


3 9580/46103-001 CURRENT/58948418v8 09/17/2016 2:24 PM

based on my personal knowledge of the matters set forth herein, information gathered from my

review of relevant documents and information supplied to me by Proskauer Rose LLP

(“Proskauer”).

The Debtors’ Selection of Counsel

4. The Debtors retained Proskauer because, among other reasons, (a) Proskauer has

extensive experience and knowledge in the field of debtor protections, creditor rights, and

business reorganizations under chapter 11 of the Bankruptcy Code, (b) Proskauer is widely

recognized as one of the world’s leading legal advisors and has extensive experience and

knowledge in handling corporate, capital markets, debt restructuring, and other transactions, and

(c) Proskauer represented the Debtors for approximately 2 years before the Petition Date as their

counsel in connection with a variety of corporate and other matters, and, through such

representation, Proskauer has become very familiar with the Debtors’ operations, business,

capital structure, material agreements, and potential legal issues that may arise in the context of

these chapter 11 cases. Accordingly, I believe that Proskauer is both well qualified and uniquely

able to represent the Debtors as their counsel in these chapter 11 cases in an efficient and timely

manner.

Proskauer’s Retention is Necessary and is in the Best Interests of the Debtors’ Estates.

5. In light of Proskauer’s restructuring experience and its institutional knowledge

of the Debtors’ operations, Proskauer’s retention as Debtors’ counsel is both necessary and in

the best interests of the Debtors’ estates. Indeed, if the Debtors are required to retain different

counsel to replace Proskauer, the Debtors will need to locate, educate, and integrate new

counsel and expend significant resources in doing so, rather than devoting their time and focus

to their reorganization efforts. In this respect, retaining Proskauer will avoid unnecessary


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administrative expenses and delays, result in cost efficiencies, and will assist in facilitating the

Debtors’ reorganization efforts.

6. The Debtors are subject to a tight schedule that was negotiated with the

Consenting Noteholders as part of the RSA, pursuant to which the Debtors are required, among

other things, to emerge from bankruptcy within [75] days. Replacing counsel at this late stage of

the case may seriously impair the Debtors ability to reorganize in chapter 11.

Rate Structure

7. In my capacity as Chief Financial Officer of the Debtors, I am responsible for,

among other things, supervising the costs of outside counsel retained by the Debtors in the

ordinary course of business. As discussed below, I am responsible for reviewing the invoices

regularly submitted by Proskauer, and have been informed by Proskauer that the hourly rates

Proskauer charged the Debtors in the prepetition period for restructuring services are the same as

the hourly rates Proskauer will charge the Debtors during these chapter 11 cases (subject to

annual price increase that will become effective November 1, 2016).

Cost Supervision

8. The Debtors have approved Proskauer’s prospective budget and staffing plan for

the period from August 30, 2016 through October 30, 2016, recognizing that in the course of

complex chapter 11 cases like these chapter 11 cases, it is possible that there may be a number of

unforeseen fees and expenses that will need to be addressed by the Debtors and Proskauer. The

Debtors further recognize that it is their responsibility to monitor closely Proskauer’s billing

practices to ensure the fees and expenses paid by the Debtors’ estates remain consistent with the

Debtors’ expectations and the exigencies of these chapter 11 cases. The Debtors will continue to

review Proskauer’s monthly fee statements, and, together with Proskauer, amend the budget and

staffing plans periodically, as needed.


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

and correct to the best of my knowledge and belief.

Dated: September 23, 2016 Respectfully submitted,

/s/ Keith Muncy Keith Muncy as Chief Financial Officer of the Debtors and Debtors-in-Possession

17011781v.3 149392/00001


LIGHT TOWER RENTALS, INC., et

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