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Full title: Amended Motion Of Debtor For An Order (I) Further Authorizing Donlin, Recano & Company, Inc. To Act As Balloting Agent; (II) Approving Disclosure Statement, (III) Approving Solicitation Packages And Distribution Procedures, Including The Confirmation Hearing Notice; (IV) Approving Ballot Form And Plan Voting Procedures; (V) Fixing The Voting Deadline To Accept Or Reject The Plan; And (VI) Approving Procedures For Vote Tabulations filed by David W. Parham for Debtor First River Energy, LLC (Attachments: # 1 Exhibit A - Proposed Order # 2 Exhibit B - Proposed Confirmation Hearing Notice # 3 Exhibit C - Proposed Ballot # 4 Appendix Service List)(Parham, David) (Related Document(s): 363 Emergency Motion of Debtor for an Order (I) Further Authorizing Donlin, Recano & Company, Inc. to Act as Balloting Agent; (II) Approving Disclosure Statement, (III) Approving Solicitation Packages and Distribution Procedures, Including the Confirmation Hearing Notice; (IV) Approving Ballot Form and Plan Voting Procedures; (V) Fixing the Voting Deadline to Accept or Reject the Plan; and (VI) Approving Procedures for Vote Tabulations filed by David W. Parham for Debtor First River Energy, LLC (Attachments: # 1 Exhibit A - Proposed Order # 2 Exhibit B - Notice of Hearing on Confirmation)(Parham, David) (Related Document(s): 319 Disclosure Statement filed by David W. Parham for Debtor First River Energy, LLC. (Attachments: # 1 Exhibit # 2 Exhibit), 320 Chapter 11 Plan filed by David W. Parham for Debtor First River Energy, LLC., 329 Order Regarding (related document(s): 321 Amended Request For Expedited Hearing And Establish Objection Deadline For Debtor's Disclosure Statement filed by David W. Parham for Debtor First River Energy, LLC (Attachments: # 1 Exhibit # 2 Proposed Order)(Parham, David) (Related Document(s): 281 Motion for Expedited Hearing on Debtor's Disclosure Statement filed by David W. Parham for Debtor First River Energy, LLC (Attachments: # 1 Exhibit A # 2 Proposed Order)) Modified on 3/16/2018.) (Order entered on 3/19/2018)))

Document posted on Jun 29, 2021 in the bankruptcy, 24 pages and 0 tables.

Bankrupt11 Summary (Automatically Generated)

Due to the expected high volume of ballots and communications with creditors, the Debtor proposes to use Donlin Recano in this Chapter 11 Case to administer the ballots and handle all solicitation and balloting-related matters, including, without limitation, (a) distribution of applicable solicitation materials, (b) tabulation and calculation of votes, (c) determining with respect to To the extent that any creditor entitled to vote in a given class has filed duplicate claims (meaning the claims are in the same amount, with the same classification and asserting the same basis of claim) to be voted in such class, such creditor shall be provided, to the extent possible, with only one Solicitation Package and one Ballot which shall reflect the vote of only one such claim.The Ballot is based on Official Form No. 14, but has been modified to address the particular circumstances of the Chapter 11 Case and to include certain additional information that the Debtor believes to be relevant and appropriate for creditors entitled to vote to accept or reject the Plan.e. If a claim is listed in the Debtor’s schedules as contingent, unliquidated, or disputed and a proof of claim was not (i) filed by the applicable bar date for the filing of proofs of claim established by the Court or (ii) deemed timely filed by an order of the Court prior to the Voting Deadline, the Debtor proposes that such claim be disallowed for voting purposes and for purposes of allowance and distribution pursuant to Bankruptcy Rule 3003(c); If any creditor seeks to challenge the allowance of its claim for voting purposes in accordance with the above procedures, the Debtor requests that the Court direct such claimant to serve on counsel for the Debtor and file with the Court a motion for an order pursuant to Bankruptcy Rule 3018(a) temporarily allowing such a claim in a different amount for purposes of voting to accept or reject the Plan on or before the 10th day after the later of (a) service of the Solicitation Packages or (b) service of notice of an objection or request for estimation, if any, as to such claimant.

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE WESTERN DISTRICT OF TEXAS SAN ANTONIO DIVISION In re: § § Chapter 11 FIRST RIVER ENERGY, LLC,1 § § Bankruptcy Case No. 18-50085 Debtor. § § AMENDED2 MOTION OF DEBTOR FOR AN ORDER (I) FURTHER AUTHORIZING DONLIN, RECANO & COMPANY, INC. TO ACT AS BALLOTING AGENT; (II) APPROVING DISCLOSURE STATEMENT, (III) APPROVING SOLICITATION PACKAGES AND DISTRIBUTION PROCEDURES, INCLUDING THE CONFIRMATION HEARING NOTICE; (IV) APPROVING BALLOT FORM AND PLAN VOTING PROCEDURES; (V) FIXING THE VOTING DEADLINE TO ACCEPT OR REJECT THE PLAN; AND (VI) APPROVING PROCEDURES FOR VOTE TABULATIONS First River Energy, LLC, as debtor and debtor-in-possession (the “Debtor” or the “Company”) in the above-captioned case (the “Chapter 11 Case”), hereby files this amended motion (the “Motion”) for entry of an order in the form attached hereto as Exhibit A pursuant to section 105(a) of title 11 of the United States Code (the “Bankruptcy Code”) and Rules 2002 and 3017 of the Federal Rule of Bankruptcy Procedure (the “Bankruptcy Rules”), (I) further authorizing Donlin, Recano & Company (“Donlin Recano”) to act as balloting agent, (II) approving the Disclosure Statement for the Debtor’s Plan of Liquidation [ECF No. 1003] (the “Disclosure Statement”), (III) approving solicitation packages and distribution procedures, including establishing procedures for providing notice of the filing of the Debtor’s Plan of Liquidation (the “Plan”), (IV) approving the ballot form and voting procedures, (V) fixing the 1 The Debtor in this chapter 11 case, along with the last four digits of the Debtor’s federal tax identification number, is: First River Energy, LLC (9656). The mailing address for the Debtor, solely for purposes of notices and communications, is P.O. Box 1718, Livingston, TX 77351. 2 Amends ECF No. 363, which is set for hearing on July 13, 2021.

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deadline to accept or reject the Plan, and (VI) approving procedures for vote tabulations. In support thereof, the Debtor respectfully shows the Court as follows: JURISDICTION 1. This Court has jurisdiction to consider this matter pursuant to 28 U.S.C. §§ 157 and 1334. This is a core proceeding pursuant to 28 U.S.C. § 157(b). Venue is proper before this Court pursuant to 28 U.S.C. §§ 1408 and 1409. RELIEF REQUESTED 2. By this Motion and pursuant to sections 105, 502, 1125, and 1128 of the Bankruptcy Code, Bankruptcy Rules 3017, 3020, 9013, 9014, and 9021, and Local Rule 3018, the Debtor seeks entry of an order that: a. Further authorizes Donlin Recano to serve as balloting agent and receive and administer the Ballots;3 b. Approves the Disclosure Statement; c. Approves a confirmation hearing notice in the form attached hereto as Exhibit B (the “Confirmation Hearing Notice”); d. Approves the Solicitation Packages and the procedures for distributing the Solicitation Packages; e. Approves the form of Ballot and establishes a procedure for voting to accept or reject the Plan; f. Fixes the Voting Deadline for creditors to accept or reject the Plan; and g. Approves the procedures for tabulating creditor votes. 3. The Debtor believes that the relief requested is in the best interests of the estate and the Debtor’s creditors because it establishes clear procedures for the administration and 3 All capitalized terms are defined herein.

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tabulation of Ballots, relieves the Debtor (the plan proponent) of the responsibility of receiving and administering thousands of Ballots, and preserves estate resources by not requiring the Debtor to mail the Disclosure Statement and Plan to all creditors. PROCEDURAL HISTORY 4. On January 12, 2018 (the “Petition Date”), the Debtor filed a voluntary petition for relief under chapter 11 of the Bankruptcy Code. The Debtor continues to operate its business and manages its property as debtor and debtor-in-possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. No trustee, examiner, or statutory committee (the “Committee”) has been appointed in the Chapter 11 Case. 5. On June 30, 2021, the Debtor filed its proposed Plan and the Disclosure Statement in support thereof. 6. There is currently set a status conference in this case for July 6, 2021 to discuss a July 13, 2021 hearing on the Disclosure Statement. COMPANY BACKGROUND 7. First River was formed in 2014 to provide “midstream” transportation services to the oil industry across the southwestern United States and Great Plains. As a “midstream” service business the Company specialized in the purchasing and marketing of crude oil and condensate, along with all necessary multi-modal logistics throughout the journey from source to refinery. The Company as a midstream service provider was a critical link between companies that explore for and produce oil. The midstream industry is generally characterized by regional competition based on the proximity of gathering systems and processing plants to crude oil producing wells.

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8. First River’s services included buying and selling domestic crude oil and transporting oil through a combination of trucks or pipeline. First River’s customers include the largest names in the oil business, as well as smaller specialty and independent producers. 9. The Debtor generated substantially all its revenue through fee-based production agreements (the “Production Agreement”). In the case of a typical Production Agreement, the Debtor utilized company trucking assets or contract with a third-party carrier to deliver to a third party (the “Customer”) an agreed-upon volume of oil. The Debtor would purchase crude oil directly from an upstream producer at a lease and ship the oil via transporting by truck and/or pipeline. 10. The Company’s daily business transactions of the purchase and sale of crude oil culminated once a month on the 20th day of each month (“Settlement Day”) for all transactions completed during the prior month. The month accumulation of daily purchase with producers from which the Company bought crude oil and the daily shipment to refiners to which the Company sold crude oil is reconciled and all parties paid including royalty owners on Settlement Day. 11. As a result, the impact of declining oil prices, an unfavorable pipeline contract and an unmanageable debt load with a looming January 31, 2018 maturity simply proved to be obstacles too great for the Debtor to overcome and caused the Debtor to seek Chapter 11 relief on January 12, 2018. ANALYSIS I. Approval of Donlin, Recano & Company, Inc. as Balloting Agent 12. On January 15, 2018, the Debtor filed an Application for Entry of an Order Pursuant to 28 U.S.C. § 156(c) (I) Approving Retention and Appointment of Donlin, Recano &

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Company, Inc. as Claims and Noticing Agent to Debtor, Effective Nunc Pro Tunc to Petition Date and (II) Granting Related Relief [ECF No. 9]. 13. On January 29, 2018, the Court entered an Order authorizing the Debtor to employ Donlin Recano as the Debtor’s claims and noticing agent [ECF No. 98]. 14. Due to the expected high volume of ballots and communications with creditors, the Debtor proposes to use Donlin Recano in this Chapter 11 Case to administer the ballots and handle all solicitation and balloting-related matters, including, without limitation, (a) distribution of applicable solicitation materials, (b) tabulation and calculation of votes, (c) determining with respect to each ballot cast, its timeliness and its compliance with the Bankruptcy Code, Bankruptcy Rules, and procedures promulgated by this Court, (d) generating an official ballot certification and testifying, if necessary, in support of the ballot tabulation results, and (e) maintaining a phone line for questions regarding the Plan, Disclosure Statement, and voting process. 15. Indeed, the Debtor has thousands of creditors and expects that this process will lead to a high volume of phone calls regarding the Plan, Disclosure Statement, and voting process. The Debtor also believes that there will be a large number of Ballots cast in the Chapter 11 Case. 16. Utilizing Donlin Recano to carry out all solicitation and balloting-related matters will result in substantial cost savings and promote efficiency as Donlin Recano is already engaged as the Debtor’s claims and noticing agent and is highly experienced with noticing, claims administration, solicitation, balloting, and facilitating other administrative aspects of chapter 11 cases.

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17. Donlin Recano regularly receives and administers ballots in these types of cases and has the knowledge and expertise to properly receive and administer the ballots here. See In re: Buffets, LLC, et al., Case No. 16-50557 (RBK) (Bankr. W.D. Tex. 2016); In re: Relativity Fashion, LLC, et al., Case No. 15-11989 (MEW) (Bankr. S.D.N.Y. 2015); In re: Boomerang Tube, LLC, et al., Case No. 15-11247 (MFW) (Bankr. D. Del. 2015); In re: Seal 123, Inc. et al., Case No. 15-10081(CSS) (Bankr. D. Del. 2015); In re Longview Power, LLC, No. 13-12211 (Bankr. D. Del.); In re Forest Park Medical Center at Southlake, LLC, No. 16-40273-rfn-11 (Bankr. N.D. Tex.); In re LSC Wind Down, LLC, No. 17-10124 (KJC) (Bankr. D. Del.); In re BCBG Max Azria Global Holdings, LLC, No. 17-10466 (SCC) (Bankr. S.D.N.Y.). 18. Accordingly, the Court should approve Donlin Recano to serve as balloting agent. II. Approval of the Disclosure Statement 19. Pursuant to section 1125 of the Bankruptcy Code, a plan proponent must provide holders of impaired claims with “adequate information” regarding a proposed plan. Section 1125(a)(1) of the Bankruptcy Code states: “[A]dequate information” means information of a kind, and in sufficient detail, as far as is reasonably practicable in light of the nature and history of the debtor and the condition of the debtor’s books and records, including a discussion of the potential material Federal tax consequences of the plan to debtor, any successor to the debtor, and a hypothetical investor typical of the holders of claims or interests in the case, that would enable such a hypothetical investor of the relevant class to make an informed judgment about the plan . . . 11 U.S.C. § 1125(a)(1). The primary purpose of a disclosure statement is to provide all material information to permit impaired creditors and interest holders affected by a proposed plan to make an informed judgment whether to vote for or against the proposed plan. See e.g., Century Glove, Inc. v. First Am. Bank of New York, 860 F.2d 94, 100 (3d Cir. 1998) (“...§ 1125 seeks to guarantee a minimum amount of information to the creditor asked for its vote.”); In re Monnier

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Bros., 755 F.2d 1336, 1342 (8th Cir. 1985) (“The primary purpose of a disclosure statement is to give the creditors the information they need to decide whether to accept the plan.”); In re Phoenix Petrol. Co., 278 B.R. 385, 392 (Bankr. E.D. Pa. 2001) (“[T]he general purpose of the disclosure statement is to provide ‘adequate information’ to enable ‘impaired’ classes of creditors and interest holders to make an informed judgment about the proposed plan and determine whether to vote in favor of or against the plan.”). 20. Courts in the Fifth Circuit acknowledge that determining what constitutes “adequate information” for the purpose of satisfying section 1125 of the Bankruptcy Code resides within the broad discretion of the court. See, e.g., Mabey v. Southwestern Elec. Power Co. (In re Cajun Elec. Power Coop., Inc.), 150 F.3d 503, 518 (5th Cir. 1998) (“The legislative history of § 1125 indicates that, in determining what constitutes ‘adequate information’ with respect to a particular disclosure statement, ‘both the kind and form of information are left essentially to the judicial discretion of the court’ and that ‘the information required will necessarily be governed by the circumstances of the case.’“) (internal citations omitted). cert. denied, 526 U.S. 1144 (1999); Texas Extrusion Corp. v. Lockheed Corp. (In re Texas Extrusion Corp.), 844 F.2d 1142, 1157 (5th Cir. 1988) (“The determination of what is adequate information is subjective and made on a case by case basis. This determination is largely within the discretion of the bankruptcy court”); see also In re Dakota Rail, Inc., 104 B.R. 138, 143 (Bankr. D. Minn 1989) (the bankruptcy court has “wide discretion to determine ... whether a disclosure statement contains adequate information without burdensome, unnecessary and cumbersome detail”). Accordingly, the determination of whether a disclosure statement contains adequate information is made on a case-by-case basis, focusing on the unique facts and circumstances of each case. See In re Texas Extrusion Corp., 844 F.2d at 1157.

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21. In making a determination as to whether a disclosure statement contains adequate information as required by section 1125 of the Bankruptcy Code, courts typically look for disclosures related to topics such as: a. the events that led to the filing of a bankruptcy petition;b. the relationship of the debtor with its affiliates; c. a description of the available assets and their value; d. the company’s anticipated future; e. the source of information stated in the disclosure statement;f. the debtor’s condition while in chapter 11; g. claims asserted against the debtor; h. the estimated return to creditors under a chapter 7 liquidation; i. the future management of the debtor; j. the chapter 11 plan or a summary thereof; k. financial information, valuations, and projections relevant to a creditor’s decision to accept or reject the chapter 11 plan; l. information relevant to the risks posed to creditors under the plan; m. the actual or projected realizable value from recovery of preferential or otherwise avoidable transfers; n. litigation likely to arise in a nonbankruptcy context; and o. tax attributes of the debtor; See In re U.S. Brass Corp., 194 B.R. 420, 424-25 (Bankr. E.D. Tex. 1996); see also In re Scioto Valley Mtg. Co., 88 B.R. 168, 170-71 (Bankr. S.D. Ohio 1988) (listing the factors court have considered in determining the adequacy of information provided in a disclosure statement). 22. The Disclosure Statement is the product of the Debtor’s extensive review and analysis of the circumstances leading to this Chapter 11 Case, the Chapter 11 Case itself, and a

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thorough analysis of the Plan. In drafting the Disclosure Statement, the Debtor sought the assistance and input of its financial and legal advisors. Moreover, the Debtor has and will continue to provide substantial information to various parties and their retained professionals and other constituencies that have requested information. 23. The Debtor submits that the Disclosure Statement contains adequate information for holders of Claims to make an informed decision about whether to vote to accept or reject the Plan, including, among other things: (a) a summary of the Plan, including classification and treatment of claims and interests thereunder; (b) a description of the Debtor’s pre-petition capital and debt structure; (c) the history of the Debtor, including certain events leading to the commencement of the Chapter 11 Case; (d) significant events in the Chapter 11 Case to date; (e) the matters dealt with under the Plan with respect to the Debtor’s business; (f) the procedures for confirming the Plan; and (g) alternatives to confirmation and consummation of the Plan. 24. Accordingly, the Debtor submits that the Disclosure Statement contains adequate information within the meaning of section 1125 of the Bankruptcy Code and, thus, should be approved. III. Proposed Solicitation Package And Distribution Procedures 25. After the Court has approved the proposed Disclosure Statement as containing adequate information under section 1125 of the Bankruptcy Code, the Debtor proposes to utilize Donlin to mail solicitation packages by no later than five business days after approval of the Disclosure Statement (the “Voting Record Date”). 26. The solicitation package will include (collectively, the “Solicitation Packages”): a) A copy of the Confirmation Hearing Notice, which will provide creditors with notice of the Plan objection deadline and Plan confirmation hearing;

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b) The appropriate Ballot, as defined below, and a pre-addressed return envelope; and c) Any other materials as may be ordered or permitted by the Court. 27. The Solicitation Packages will not include paper copies of the Disclosure Statement or the Plan. Instead, the Confirmation Hearing Notice includes instructions for how to access the Disclosure Statement, Plan, Confirmation Hearing Notice, and additional related materials: (a) from the Debtor’s case information website at https://www.donlinrecano.com/Clients/fre/Index; (b) by writing to Donlin Recano at: Donlin, Recano & Company, Inc. Re: First River Energy, LLC P.O. Box 199043 Blythebourne Station Brooklyn, NY 11219; (c) by calling the Debtor’s case information line at 212-771-1128; (d) by emailing Donlin Recano at DRCVote@donlinrecano.com; (e) by accessing the Bankruptcy Court’s electronic case filing system at www.ecf.mnb.uscourts.gov (a PACER login and password are required to access documents on the Bankruptcy Court’s website and can be obtained through the PACER Service Center at www.pacer.psc.uscourts.gov); and (f) by requesting a copy in person from the Clerk of the Bankruptcy Court. If Donlin Recano receives a request for a paper copy of the Plan, Disclosure Statement, Donlin Recano will send a copy to the requesting party at the Debtor’s expense. 28. If a creditor is not eligible to vote they will receive by mail, no later than five business days after approval of the Disclosure Statement, a copy of the Confirmation Hearing Notice.4 4 Since they are not eligible to vote no ballot or return addressed envelope will be mailed to the creditor in order to ensure accuracy in voting and save resources of the estate.

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29. With respect to any entity who, on or before the Voting Record Date, has transferred such entity’s claim to another entity, the assignee of such claim shall be entitled to vote; provided that such transfer or assignment has been fully effectuated pursuant to the procedures set forth in Bankruptcy Rule 3001(e) and such transfer is reflected on the claims register on the Voting Record Date. 30. To the extent that any creditor entitled to vote in a given class has filed duplicate claims (meaning the claims are in the same amount, with the same classification and asserting the same basis of claim) to be voted in such class, such creditor shall be provided, to the extent possible, with only one Solicitation Package and one Ballot which shall reflect the vote of only one such claim. 31. Although the Debtor has made, and will make, every effort to ensure that the Solicitation Packages described in this Motion are in final form, the Debtor nonetheless requests that it be authorized to make non-substantive changes to the Solicitation Packages and related documents without further order of the Court, including ministerial changes to correct typographical and grammatical errors, and to make conforming changes among the Solicitation Packages, the Disclosure Statement, the Plan, and any related materials prior to mailing. 32. The Debtor anticipates that some of the Solicitation Packages may be returned by the United States Postal Service or other carrier as “undeliverable” or “moved – no forwarding address” or otherwise returned. The Debtor seeks the Court’s approval for a departure from the strict requirements of Bankruptcy Rule 3017(d), excusing the Debtor from re-mailing undelivered Solicitation Packages, unless the Debtor has been informed in writing of the new address at least five days prior to the Voting Deadline, as defined below. The Debtor seeks the Court’s finding that failure to mail Solicitation Packages or other notices to such entities will not

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constitute inadequate notice of the Confirmation Hearing or the Voting Deadline and will not be a violation of Bankruptcy Rule 3017(d). IV. The Court Should Approve the Proposed Solicitation, Distribution Procedures, and the Confirmation Hearing Notice A. Solicitation Packages and Distribution Procedures 33. Bankruptcy Rule 3017(d) specifies the materials that must be provided to holders of claims and equity interests for the purpose of solicitation of their votes and providing adequate notice of the hearing on confirmation of a chapter 11 plan: Upon approval of a disclosure statement, – except to the extent that the court orders otherwise with respect to one or more unimpaired classes of creditors or equity security holders—the debtor in possession, trustee, proponent of the plan, or clerk as the court orders shall mail to all creditors and equity security holders, and in a chapter 11 reorganization case shall transmit to the United States trustee, (1) the plan or a court-approved summary of the plan; (2) the disclosure statement approved by the court; (3) notice of the time within which acceptances and rejections of the plan may be filed; and (4) any other information as the court may direct, including any court opinion approving the disclosure statement or a court-approved summary of the opinion. In addition, notice of the time fixed for filing objections and the hearing on confirmation shall be mailed to all creditors and equity security holders in accordance with [Bankruptcy] Rule 2002(b), and a form of ballot conforming to the appropriate Official Form shall be mailed to creditors and equity security holders entitled to vote on the plan. . . . Fed. R. Bankr. P. 3017(d); see also L. Rule 3018. 34. Here, after the Court approves the Disclosure Statement as satisfying the requirements of 11 U.S.C. § 1125, the Debtor proposes to distribute the Solicitation Packages in

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the form and manner described above to all creditors. In accordance with Bankruptcy Rule 3017(d), each Solicitation Package shall contain (a) the Confirmation Hearing Notice, (b) the appropriate Ballot and a preaddressed return envelope, and (c) any other materials as may be ordered or permitted by the Court. 35. The Disclosure Statement and the Plan are voluminous (approximately 100 pages). Thus, the Debtor proposes that, in lieu of printing and mailing copies of the Disclosure Statement and Plan to all holders of claims and interests, instructions be provided as part of the Solicitation Packages to access the Plan and Disclosure Statement through the Debtor’s case information website or by contacting Donlin Recano, which will mail a paper copy upon request. 36. The Debtor believes that such instructions on how to access the Disclosure Statement and Plan will provide access to the most up-to-date versions of the Disclosure Statement, the Plan, Plan Supplement and related documents and will result in substantial savings to the Debtor’s estate. Indeed, the Debtor obtained the following price quote for various types of solicitation packages, which demonstrate the considerable cost savings achieved through the procedures proposed herein as to those creditors eligible to vote:
Table 1 on page 13. Back to List of Tables
Service Type Assumptions Cost Estimate
Vote Solicitation - Hard Copy
(DS/Plan)
Each outgoing voting
package: 1) 4-page
ballot, 2) 4-page
confirmation hearing
notice, and 3) Hard-
Copy Disclosure
Statement, Plan and
Order approving the
DS totaling 150pages
$174,000.00

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Each outgoing voting package: 1) 4-page ballot, 2) 4-page Vote Solicitation – Thumb Drive confirmation hearing $107,115.00 (DS/Plan) notice, and 3) thumb drive which contains Disclosure Statement, Plan and Order approving the DS Each outgoing voting package: 1) 4-page Vote Solicitation - Ballot and Notice ballot, 2) 4-page $72,000.00 Only confirmation hearing notice; 3) return addressed envelope 37. Moreover, this Court as well as courts in other jurisdictions have granted the same or similar relief to chapter 11 debtors. See In re Dune Energy, Inc., No. 15-10336 (HCM) (Bankr. W.D. Tex. Aug. 18, 2015), ECF No. 453; In re SunEdison, Inc., No. 16-10992 (SMB) (Bankr. S.D.N.Y. June 13, 2017), ECF No. 3319; In re Exide Techs., No. 13-11482 (KJC) (Bankr. D. Del. Feb. 4, 2015), ECF No. 3092; In re RadioShack Corp., No. 15-10197 (BLS) (Bankr. D. Del. June 26, 2015), ECF No. 2561. 38. The Solicitation Packages satisfy the requirements of Bankruptcy Rule 3017(d) and the Debtor respectfully requests that the Court approve the form and information contained in the Solicitation Packages as well as the distribution procedures outlined herein. B. Confirmation Hearing Notice 39. Bankruptcy Rules 2002(b) and (d) require not less than 28 days’ notice to all creditors and equity security holders of the time fixed for filing objections and the hearing to consider confirmation of a chapter 11 plan. Fed. R. Bankr. P. 2002(b), (d). Pursuant to

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Bankruptcy Rule 3020(b)(1), objections to confirmation of a plan must be filed and served “within a time fixed by the court.” Fed. R. Bankr. P. 3020(b)(1). 40. The Debtor seeks to shorten that time by requiring Donlin, Recano to complete solicitation no later than July 16, 2021, fix August 10, 2021 as the deadline to object to the Plan and have a confirmation hearing on August 18, 2021. 41. Therefore, the Debtor respectfully requests that, if the Court approves the Disclosure Statement, the Court also approve the Confirmation Hearing Notice. V. Proposed Ballot Form And Voting Procedures 42. The Debtor proposes to distribute a ballot in the form attached hereto as Exhibit C (the “Ballot”). The Ballot is based on Official Form No. 14, but has been modified to address the particular circumstances of the Chapter 11 Case and to include certain additional information that the Debtor believes to be relevant and appropriate for creditors entitled to vote to accept or reject the Plan. See Bankruptcy Rule 3017(d) (providing that ballots for accepting or rejecting the plan should conform substantially to Official Form No. 14). 43. The Ballots will be distributed by Donlin Recano with the appropriate Solicitation Package, as detailed above. 44. The proposed Solicitation Packages contains adequate information as it will provide all of the Debtor’s creditors and other parties in interest requesting notice (collectively, the “Notice Parties”) with (I) the Confirmation Hearing Notice, which gives notice of (a) the Court’s approval of the Disclosure Statement (b) the voting and non-voting classes, (c) the manner in which the Disclosure Statement and the Plan can be obtained or viewed electronically, (d) the deadline for voting on the Plan, and (e) the deadline and procedures for filing objections to the Confirmation of the Plan, (II) the Ballot, (III) a ballot return envelope, and (IV) such other

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information as the Court may direct or approve. The Debtor submits that such materials and manner of service satisfy the requirements of Bankruptcy Rule 3017(d). VI. The Court Should Approve the Proposed Ballots and Voting Procedures45. Bankruptcy Rule 3017(d) requires a debtor to mail a form of ballot to creditors and equity security holders entitled to vote on the plan that substantially conforms to Official Form No. 14. Fed. R. Bankr. P. 3017(d). The Ballot is based on Official Form No. 14, but has been modified to address the particular circumstances of this Chapter 11 Case and to include certain additional information that the Debtor believes to be relevant and appropriate for creditors entitled to vote to accept or reject the Plan. Pursuant to Bankruptcy. 46. Therefore, the Debtor respectfully requests that the Court approve the Ballot and the voting procedures. VII. Proposed Voting Deadline To Accept Or Reject The Plan 47. The Debtor anticipates completing the mailing of the Solicitation Packages within five business days after the Court approves the Disclosure Statement. 48. Based on the anticipated mailing schedule, the Debtor proposes that, to be counted as a vote to accept or reject the Plan, each Ballot must be submitted by a party entitled to vote to accept or reject the Plan and be properly executed, completed, and delivered to Donlin Recano (a) by first class mail, in the return envelope provided with each Ballot, (b) by overnight courier, (c) by hand delivery, or (d) by scanning the completed Ballot and e-mailing the scanned copy of the completed Ballot to Donlin Recano at DRCVote@donlinrecano.com, so that the Ballot is actually received by Donlin Recano no later than 4:00 p.m. (prevailing Central Time) on August 10, 2021 (the “Voting Deadline”), or such later date as established by the Court. To the extent the hearing on this Motion or the approval of the Disclosure Statement is continued or

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delayed, for any reason, the Voting Deadline will be adjusted based on the delay or continuance. For any Ballot cast via electronic mail, the format of the attachment must be found in the common workplace and industry standard format (i.e., industry-standard PDF file) and the received date and time in the Donlin Recano’s inbox will be used as the timestamp for receipt. 49. No Ballot should be sent to the Debtor, the Debtor’s agents (other than Donlin Recano), or the Debtor’s financial or legal advisors, and any Ballots so received shall not be counted. VIII. The Court Should Approve the Proposed Voting Deadline to Accept or Reject the Plan 50. Bankruptcy Rule 3017(c) provides that “[o]n or before approval of the disclosure statement, the court shall fix a time within which the holders of claims and interests may accept or reject the plan . . .” Fed. R. Bankr. P. 3017(c). The Debtor respectfully requests that the Court set the Voting Deadline no earlier than 30 days after the Voting Record Date. IX. Proposed Vote Tabulation Procedures 51. Solely for purposes of voting on the Plan, with respect to all creditors, the Debtor proposes that the amount of a claim used to tabulate acceptance or rejection of the Plan should be, as applicable: a. If a claim is deemed allowed under the Plan, such claim is allowed for voting purposes in the deemed allowed amount set forth in the Plan; b. If a claim has been estimated or otherwise allowed for voting purposes by order of the Court, such claim is temporarily allowed in the amount so estimated or allowed by the Court for voting purposes only, and not for purposes of allowance or distribution;

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c. If a proof of claim was timely filed in an amount that is liquidated, noncontingent, and undisputed, such claim is temporarily allowed in the amount set forth in the proof of claim, unless such claim is disputed as set forth in subparagraph (g) below; d. If a claim for which a proof of claim has been timely filed is contingent, unliquidated, or disputed, such claim is accorded one vote and valued at $1.00 for voting purposes only, and not for purposes of allowance, distribution, or classification, unless such claim is disputed as set forth in subparagraph (g) below; e. If a claim is listed in the Debtor’s schedules as contingent, unliquidated, or disputed and a proof of claim was not (i) filed by the applicable bar date for the filing of proofs of claim established by the Court or (ii) deemed timely filed by an order of the Court prior to the Voting Deadline, the Debtor proposes that such claim be disallowed for voting purposes and for purposes of allowance and distribution pursuant to Bankruptcy Rule 3003(c); f. If a claim is listed in the Debtor’s schedules or on a timely filed proof of claim as contingent, unliquidated, or disputed in part, such a claim is temporarily allowed in the amount that is liquidated, non-contingent, and undisputed for voting purposes only, and not for purposes of allowance or distribution; g. If the Debtor has served an objection or request for estimation as to a claim at least 10 days before the Voting Deadline, such claim is

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temporarily disallowed for voting purposes only and not for purposes of allowance or distribution, except as ordered by the Court before the Voting Deadline; h. For purposes of voting, classification, and treatment under the Plan, each entity that holds or has filed more than one claim, shall be treated as if such entity only has one claim in each applicable class and the claims filed by such entity shall be aggregated in each applicable class and the total dollar amount of such entity’s claim in each applicable class shall be the sum of the aggregated claims of such entity in each applicable class; i. Notwithstanding anything contained herein to the contrary, Donlin Recano, in its discretion, may contact voters to cure any defects in the Ballots and is authorized to cure any defects; and j. There shall be a rebuttable presumption that any claimant who submits a properly completed superseding Ballot or withdrawal of Ballot on or before the Voting Deadline has sufficient cause, within the meaning of Bankruptcy Rule 3018(a), to change or withdraw such claimant’s acceptance or rejection of the Plan. 52. The Debtor believes that these proposed procedures provide for a fair and equitable voting process. If any creditor seeks to challenge the allowance of its claim for voting purposes in accordance with the above procedures, the Debtor requests that the Court direct such claimant to serve on counsel for the Debtor and file with the Court a motion for an order pursuant to Bankruptcy Rule 3018(a) temporarily allowing such a claim in a different amount for purposes of voting to accept or reject the Plan on or before the 10th day after the later of (a)

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service of the Solicitation Packages or (b) service of notice of an objection or request for estimation, if any, as to such claimant. The Debtor further proposes, in accordance with Bankruptcy Rule 3018, that as to any claimant filing such a motion, such claimant’s Ballot shall not be counted unless temporarily allowed by an order entered by the Court prior to the Voting Deadline. 53. In addition, the Debtor requests that the following procedures apply with respect to ascertaining the intent of certain creditors who cast Ballots: a. Ballot will be deemed delivered only when Donlin Recano actually receives the executed Ballot; b. Whenever a creditor casts more than one Ballot voting the same claim or claims before the Voting Deadline, the last Ballot received before the Voting Deadline be deemed to reflect the voter’s intent and thus supersede any prior Ballots; c. Whenever a creditor casts a Ballot that is properly completed, executed, and timely returned to Donlin Recano, but does not indicate either an acceptance or a rejection of the Plan, the Ballot be deemed to reflect the creditor’s intent to accept the Plan; and d. Whenever a creditor casts a Ballot that is properly completed, executed, and timely returned to Donlin Recano, but indicates both an acceptance and a rejection of the Plan, the Ballot be deemed to reflect the creditor’s intent to accept the Plan. 54. The Debtor further proposes that the following Ballots not be counted or considered for any purpose in determining whether the Plan has been accepted or rejected:

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a. Any Ballot received after the Voting Deadline unless the Debtor has granted an extension of the Voting Deadline in writing with respect to such Ballot; b. Any Ballot that is illegible or contains insufficient information to permit the identification of the creditor; c. Any Ballot cast by a person or entity that does not hold a claim that is entitled to vote to accept or reject the Plan; d. Any Ballot for a claim identified as unliquidated, contingent, or disputed for which no proof of claim was timely filed or motion for temporary allowance is granted; e. Any unsigned Ballot; or f. Any Ballot transmitted to Donlin Recano by any means not specifically approved herein. 55. Consistent with the requirements of Local Rule 3017, the Debtor shall file with the Court, or cause Donlin Recano to file with the Court, no less than three (3) days before the Confirmation Hearing a ballot summary in substantially the same form as Appendix L-3018-b (the “Ballot Report”). The Ballot Report shall, among other things, delineate every Ballot that does not conform to the voting instructions or that contains any form of irregularity, including without limitation, those Ballots that are late or illegible, unidentifiable, lacking signatures, lacking necessary information, or damaged (the “Irregular Ballots”). The Ballot Report shall indicate the Debtor’s intentions with regard to each Irregular Ballot.

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56. The Debtor, Donlin Recano, or any other entity shall not be under any duty to provide notification that a received Ballot is an Irregular Ballot, other than as provided in the Ballot Report. 57. The Debtor, subject to a contrary order of the Court, may waive any defects or irregularities as to any particular Irregular Ballot at any time either before or after the Voting Deadline and such waivers shall be documented in the Ballot Report. 58. Donlin Recano will date-stamp all Ballots when received. Donlin Recano shall retain the original Ballots and an electronic copy of the same for a period of one year after the Effective Date of the Plan, unless otherwise ordered by the Court. 59. A person signing a Ballot in his, her, or its capacity as a trustee, executor, administrator, guardian, attorney in fact, officer of a corporation, or otherwise acting in a fiduciary or representative capacity of a holder of a claim must indicate such capacity when signing. X. Proposed Vote Tabulation Procedures 60. Section 1126(c) if the Bankruptcy Code provides that: [a] class of claims has accepted a plan if such plan has been accepted by creditors, other than any entity designated under subsection (e) of this section, that hold at least two-thirds in amount and more than one-half in number of the allowed claims of such class held by creditors, other than any entity designated under subsection (e) of this section, that have accepted or rejected such plan. 11 U.S.C. § 1126(c). 61. Bankruptcy Rule 3018(a) provides that a “court after notice and hearing may temporarily allow [a] claim or interest in an amount which the court deems proper for the purpose of accepting or rejecting a plan.” Fed. R. Bankr. P. 3018(a). Additionally, Bankruptcy

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Rule 3018(c) provides, in part, that “[a]n acceptance or rejection [of a plan] shall be in writing, identify the plan or plans accepted or rejected, be signed by the creditor or equity security holder or an authorized agent and confirm to the appropriate Official Form.” Fed. R. Bankr. P. 3018(c). 62. As set forth above, the Debtor proposes procedures for the temporary allowance of claims solely for voting purposes pursuant to Bankruptcy Rule 3018(a) and in connection with 11 U.S.C. § 1126(c). The Debtor believes that the proposed procedures are fair and equitable to all parties in interest and respectfully request that the Court approve the vote tabulation procedures. NOTICE Notice of this Motion has been provided to the parties on the Limited Service List. The Debtor submits that, in view of the facts and circumstances, such notice is sufficient and no other or further notice need be provided. WHEREFORE, the Debtor respectfully requests entry of an Order substantially in the form attached hereto as Exhibit A, a) Authorizing Donlin Recano to serve as balloting agent; b) Approving the Disclosure Statement; c) Approving the Confirmation Hearing Notice; d) Approving the Solicitation Packages and distribution procedures; e) Approving the Ballot form and plan voting procedures; f) Fixing the voting deadline to accept or reject the Plan; g) Approving procedures for vote tabulations; and h) Granting such other and further relief as the Court may deem just and equitable.

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Dated: June 30, 2021 Respectfully submitted, /s/ David W. Parham David W. Parham, SBN: 15459500 Esther McKean, SBN: 24122145 AKERMAN LLP 2001 Ross Avenue, Suite 3600 Dallas, Texas 75201 Telephone:(214) 720-4300 Facsimile: (214) 981-9339 david.parham@akerman.com esther.mckean@akerman.com COUNSEL FOR DEBTOR AND DEBTOR-IN-POSSESSION CERTIFICATE OF SERVICE I hereby certify that, on June 30, 2021, a true and correct copy of the foregoing document was served electronically by the Court’s PACER system to all parties receiving such notices. Furthermore, I directed Donlin Recano, the Debtor’s Noticing Agent, to serve the foregoing document via first class, on the parties named on the notice list attached hereto. /s/ David W. Parham David W. Parham

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