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Full title: Order Signed On 5/11/2021 Re: Authorizing Debtors To Retain And Employ FTI Consulting Canada ULC As Financial Advisor Nunc Pro Tunc To The Petition Date (Related Doc # 71) .

Document posted on May 10, 2021 in the bankruptcy, 5 pages and 0 tables.

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Jointly Administered ORDER AUTHORIZING DEBTORS TO RETAIN AND EMPLOY FTI CONSULTING CANADA ULC AS FINANCIAL ADVISOR NUNC PRO TUNC TO THE PETITION DATE Upon the Application2 of Automotores Gildemeister SpA (“Gildemeister”) and certain of its affiliates, as debtors and debtors in possession in the above-captioned cases (collectively, the “Debtors”), for entry of an order (this “Order”) authorizing Debtors’ retention and employment of FTI Consulting Canada ULC (“FTI”) as the Debtors’ financial advisor, effective nunc pro tunc to the Petition Date, in accordance with the terms and conditions set forth in the Engagement Agreement, all as more fully set forth in the Application; and upon the Declaration of Eduardo Moyano in Support of First Day Motions and Applications in Compliance with Local Rule 1007-2 (the “First Day Declaration”) and the Declaration of Brock J. Edgar in Support of the Debtors’ Application for an Order Authorizing the Employment and Retention of FTI Consulting Canada ULC as Financial Advisor to Debtors Effective Nunc Pro Tunc to the Petition Date attached hereto as Exhibit B; and the Declaration of Eduardo Moyano in Support of 1 The Debtors, together with each of the Debtor’s Chilean, Brazilian, and/or Uruguayan tax identification number, as applicable, are: Automotores Gildemeister SpA (79.649.140-K), AG Créditos SpA (76.547.689-5), Marc Leasing, S.A. (96.658.270-7), Fonedar S.A. (216288040014),Retention of FTI Consulting Canada ULC as Financial Advisor to Debtors Effective Nunc Pro Tunc to the Petition Date, attached to this application as Exhibit C (the “Moyano Declaration”); and the Court having jurisdiction over this matter pursuant to 28 U.S.C. §§ 157 and 1334 and the Amended Standing Order of Reference from the United States District Court for the Southern District of New York dated January 31, 2012; and the Court having found that this is a core proceeding pursuant to 28 U.S.C. § 157(b)(2), and that the Court may enter a final order consistent with Article III of the United States Constitution; and the Court having found 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 that the relief requested in the Application is in the best interests of the Debtors, their estates, their creditors and other parties in interest; and the Court having found that the Debtors’ notice of the Application and opportunity for a hearing on the Application was appropriate and no other notice need be provided; and the Court having reviewed the Application and having heard the statements in support of the relief requested therein at a hearing before the Court (the “Hearing”); and the Court having determined that the legal and factual bases set forth in the Application and on the record of the Hearing establish just cause for the relief granted herein; and all objections to the Application (if any) having been withdrawn

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UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In re: Chapter 11 Automotores Gildemeister SpA, et al.,1 Case No.: 21-10685 (LGB) Debtors. Jointly Administered ORDER AUTHORIZING DEBTORS TO RETAIN AND EMPLOY FTI CONSULTING CANADA ULC AS FINANCIAL ADVISOR NUNC PRO TUNC TO THE PETITION DATE Upon the Application2 of Automotores Gildemeister SpA (“Gildemeister”) and certain of its affiliates, as debtors and debtors in possession in the above-captioned cases (collectively, the “Debtors”), for entry of an order (this “Order”) authorizing Debtors’ retention and employment of FTI Consulting Canada ULC (“FTI”) as the Debtors’ financial advisor, effective nunc pro tunc to the Petition Date, in accordance with the terms and conditions set forth in the Engagement Agreement, all as more fully set forth in the Application; and upon the Declaration of Eduardo Moyano in Support of First Day Motions and Applications in Compliance with Local Rule 1007-2 (the “First Day Declaration”) and the Declaration of Brock J. Edgar in Support of the Debtors’ Application for an Order Authorizing the Employment and Retention of FTI Consulting Canada ULC as Financial Advisor to Debtors Effective Nunc Pro Tunc to the Petition Date attached hereto as Exhibit B; and the Declaration of Eduardo Moyano in Support of 1 The Debtors, together with each of the Debtor’s Chilean, Brazilian, and/or Uruguayan tax identification number, as applicable, are: Automotores Gildemeister SpA (79.649.140-K), AG Créditos SpA (76.547.689-5), Marc Leasing, S.A. (96.658.270-7), Fonedar S.A. (216288040014), Camur S.A. (216589740015), Lodinem S.A. (217115010014), Carmeister S.A. (96.630.690-7), Maquinaria Nacional S.A. (Chile) (96.812.980-5), RTC S.A. (89.414.100-K), Fortaleza S.A. (76.856.380-2), Maquinarias Gildemeister S.A. (78.862.000-8), Comercial Gildemeister S.A. (76.856.310-1), and Bramont Montadora Industrial e Comercial de Vehiculos S.A. (04.926.142/0002-16). The location of the corporate headquarters and the service address for Automotores Gildemeister SpA is: 11000 Avenida Las Condes Vitacura, Santiago, Chile. 2 All capitalized terms used and not defined herein shall have the meanings ascribed to them in the Application.

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the Debtors’ Application for an Order Authorizing the Employment and Retention of FTI Consulting Canada ULC as Financial Advisor to Debtors Effective Nunc Pro Tunc to the Petition Date, attached to this application as Exhibit C (the “Moyano Declaration”); and the Court having jurisdiction over this matter pursuant to 28 U.S.C. §§ 157 and 1334 and the Amended Standing Order of Reference from the United States District Court for the Southern District of New York dated January 31, 2012; and the Court having found that this is a core proceeding pursuant to 28 U.S.C. § 157(b)(2), and that the Court may enter a final order consistent with Article III of the United States Constitution; and the Court having found 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 that the relief requested in the Application is in the best interests of the Debtors, their estates, their creditors and other parties in interest; and the Court having found that the Debtors’ notice of the Application and opportunity for a hearing on the Application was appropriate and no other notice need be provided; and the Court having reviewed the Application and having heard the statements in support of the relief requested therein at a hearing before the Court (the “Hearing”); and the Court having determined that the legal and factual bases set forth in the Application and on the record of the Hearing establish just cause for the relief granted herein; and all objections to the Application (if any) having been withdrawn or overruled; and upon all of the proceedings had before the Court; and after due deliberation and sufficient cause appearing therefor, IT IS HEREBY ORDERED THAT: 1. The Application is GRANTED to the extent set forth herein. 2. The Debtors are authorized, pursuant to sections 105(a), 327(a),328(a), 329 and 330 of the Bankruptcy Code, Bankruptcy Rules 2014(a) and 2016, and Local Bankruptcy Rules 2014-1 and 2016-1, to retain and employ FTI as their financial advisors in accordance with

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the terms and conditions of the Engagement Agreement, as modified herein or by the Bankruptcy Rules or Court orders, nunc pro tunc to the Petition Date, and to pay fees and reimburse expenses to FTI on the terms set forth in the Engagement Agreement. 3. The terms of the Engagement Agreement, as modified by this Order, are approved in all respects except as limited or modified herein. 4. Notwithstanding anything to the contrary in the Engagement Agreement or the Application, to the extent that the Debtors request FTI to perform any services other than those detailed in the Engagement Agreement, the Debtors shall seek further approval by the Court by an application that shall set forth the additional services to be performed and the additional fees sought to be paid. 5. Notwithstanding anything to the contrary in the Engagement Agreement or the Application, to the extent that FTI seeks any termination of services, FTI shall seek further approval by the Court by an application that shall set forth the termination of services sought. 6. Notwithstanding anything to the contrary contained herein or in the Application or Engagement Agreement, FTI shall file interim and final fee applications for allowance of compensation and reimbursement of expenses pursuant to sections 330 and 331 of the Bankruptcy Code, the Bankruptcy Rules, the Local Bankruptcy Rules, and any other Orders of the Court. 7. Prior to any increase in FTI ’s rates, FTI shall file a supplemental affidavit with the Court and provide ten (10) business days’ notice to the Debtors and any official committee, which supplemental affidavit shall explain the basis for the requested rate increase in accordance with section 330(a)(3)(F) of the Bankruptcy Code and state whether the Debtors have consented to the rate increase. The U.S. Trustee retains all rights to object to any rate increase on all

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grounds including, but not limited to, the reasonableness standard provided for in section 330 of the Bankruptcy Code, and all rate increases are subject to review by the Court. 8. Notwithstanding anything to the contrary in the Application or Engagement Agreement, to the extent that FTI uses the services of independent contractors or employees of foreign affiliates (collectively, the “Contractors”) in these cases, FTI (i) shall pass-through the cost of such Contractors to the Debtors at the same rate that FTI pays the Contractors; (ii) shall seek reimbursement for actual out-of-pocket expenses only; and (iii) shall ensure that the Contractors are subject to the same conflict checks and disclosures as required of professionals by Bankruptcy Rule 2014. 9. FTI shall use its best efforts to avoid any duplication of services provided by any of the Debtors’ other retained professionals in these Chapter 11 Cases. 10. The limitation of liability section in paragraph 6.2 of the Standard Terms and Conditions attached to the Engagement Agreement shall be of no force or effect with respect to the engagement authorized by this Order. 11. The Indemnification Provisions are approved; provided, however, that all requests by FTI for the payment of indemnification shall be made by means of an application to this Court and shall be subject to review by this Court to ensure that payment of such indemnity conforms to the terms of the Engagement Agreement and is reasonable under the circumstances of the litigation or settlement in respect of which indemnity is sought; provided, further, however, that in no event shall FTI be indemnified in the case of its own bad faith, self-dealing, breach of fiduciary duty (if any), gross negligence, or willful misconduct. In the event that FTI seeks reimbursement from the Debtors for attorneys’ fees and expenses in connection with the payment of an indemnity claim pursuant to the Engagement Agreement, the invoices and supporting time

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records for the attorneys’ fees and expenses shall be included in FTI’s own applications but determined by this Court after notice and a hearing, and such invoices and time records shall be subject to the Fee Guidelines and the approval of the Court pursuant to sections 330 and 331 of the Bankruptcy Code without regard to whether such attorneys have been retained under section 327 of the Bankruptcy Code and without regard to whether such attorneys’ services satisfy section 330(a)(3)(C) of the Bankruptcy Code. 12. FTI shall not be permitted to seek reimbursement form the Debtors’ estates for any attorneys’ fees incurred in defending against any objections to any of FTI’s fee applications filed in these Chapter 11 Cases. 13. To the extent there may be any inconsistency between the terms of the Application, the Engagement Agreement, and this Order, this Order shall govern. 14. Notice of the Application is adequate under Bankruptcy Rule 6004(a). 15. The Debtors are authorized to take all action necessary to effectuate the relief granted in this Order. 16. This Court shall retain exclusive jurisdiction with respect to all matters arising from or related to the implementation, interpretation, or enforcement of this Order. /s/ Lisa G. Beckerman Dated: May 11, 2021 HONORABLE LISA G. BECKERMAN UNITED STATES BANKRUPTCY JUDGE New York, New York

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