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UNITED STATES BANKRUPTCY COURT

WESTERN DISTRICT OF NORTH CAROLINA
CHARLOTTE DIVISION

In re: Chapter 11

BESTWALL LLC,1 Case No. 17-31795 (LTB)

Debtor. Related Docket Nos. 189, 212, and 256

EX PARTE APPLICATION OF THE FUTURE CLAIMANTS’ REPRESENTATIVE FOR

AN ORDER AUTHORIZING THE FUTURE CLAIMANTS’ REPRESENTATIVE TO
CO-RETAIN FTI CONSULTING, INC. AS FINANCIAL ADVISOR WITH THE
OFFICIAL COMMITTEE OF ASBESTOS CLAIMANTS
NUNC PRO TUNC TO APRIL 4, 2018

Sander L. Esserman (the “Future Claimants’ Representative”), as the legal representative

for persons that have not yet asserted an asbestos-related personal injury claim against the above-

captioned debtor (the “Debtor”) but may in the future assert such a claim (the “Future

Claimants”), submits this application (this “Application”) for an order, pursuant to sections 328

and 1103 of title 11 of the United States Code (the “Bankruptcy Code”), Rules 2014 and 2016 of

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

and 9013-1(f)(8) of the Rules of Practice and Procedure of the United States Bankruptcy Court

for the Western District of North Carolina (the “Local Rules”), authorizing the Future Claimants’

Representative to co-retain and employ FTI Consulting, Inc. (“FTI” or the “Firm”) as his

financial advisor, effective as of April 4, 2018. In support of this Application, the Future

Claimants’ Representative relies upon the Declaration of Matthew Diaz Under Rules 2014 and

2016 of the Federal Rules of Bankruptcy Procedure and Section 328 of the U.S. Bankruptcy

Code in Support of the Ex Parte Application of the Future Claimants’ Representative to Co-

1
The last four digits of the Debtor’s taxpayer identification number are 5815. The Debtor’s address is 100
Peachtree Street, N.W., Atlanta, Georgia 30303.
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Retain FTI Consulting, Inc. as Financial Advisor with the Official Committee of Asbestos

Claimants (the “Diaz Declaration”), attached hereto as Exhibit A, and represents as follows:

JURISDICTION

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

1334. This is a core proceeding within the meaning of 28 U.S.C. § 157(b)(2).

2. The statutory predicates for this Application are sections 328 and 1103 of the

Bankruptcy Code, Bankruptcy Rules 2014 and 2016, and Local Rules 2014-1, 2016-1, and 9013-

1(f)(8).

BACKGROUND

3. On November 2, 2017 (the “Petition Date”), the Debtor commenced this

reorganization case by filing a voluntary petition for relief under chapter 11 of the Bankruptcy

Code.

4. On November 16, 2017, the Court entered an order [Docket No. 97] appointing

the official committee of asbestos claimants (the “Committee”) in this chapter 11 case.

5. On January 24, 2018, the Committee filed an application [Docket No. 189]

seeking authorization to retain and employ FTI as its financial advisor (the “Committee’s

Application”). On February 5, 2018, the Committee filed a supplemental declaration of Matthew

Diaz [Docket No. 212] (the “Supplemental Diaz Declaration”), supplementing the services

requested to be provided under the Committee’s Application to include certain electronic data

hosting and processing. On February 14, 2018, the Court entered an order approving that

application [Docket No. 256] and authorizing FTI to be compensated for its services and

reimbursed for any related expenses in accordance with the applicable provisions of the

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Bankruptcy Code, the Bankruptcy Rules, the Local Rules, and pursuant to any procedures that

may be established by the Court.

6. On February 23, 2018, the Court entered an order [Docket No. 278] (the “FCR

Appointment Order”) appointing Sander L. Esserman as the Future Claimants’ Representative in

this chapter 11 case, effective as of January 10, 2018.

RELIEF REQUESTED AND BASIS THEREFOR

7. By this Application, the Future Claimants’ Representative respectfully requests

the entry of an order, substantially in the form attached hereto as Exhibit B, authorizing him to

co-retain FTI as his financial advisor with the Committee.

8. The Future Claimants’ Representative requires a consultant on financial matters

arising in this case, including, but not limited to, evaluating the financial condition of the Debtor

and New GP and negotiating the economic terms of a plan of reorganization containing an

injunction of the type authorized pursuant to section 524(g) of the Bankruptcy Code. FTI is well

qualified to fulfill that need and to render other necessary services to the Future Claimants’

Representative. The Future Claimants’ Representative is familiar with the professional standing

and reputation of FTI and understands and recognizes that FTI has a wealth of experience in

providing financial advisory services in restructurings and reorganizations and enjoys an

excellent reputation for services it has rendered in complex chapter 11 cases on behalf of debtors

and creditors throughout the United States.

9. The Future Claimants’ Representative, the Committee, and FTI have agreed that

FTI will jointly advise the Future Claimants’ Representative and the Committee on the same

terms and conditions as the Committee’s retention of FTI. Co-retention of FTI by the Future

Claimants’ Representative and the Committee is appropriate in this case because the interests of

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the Future Claimants and the Committee’s constituency are aligned with respect to protecting the

rights of all asbestos-related personal injury claimants, preserving the assets of the estate and

maximizing the value of the Debtor’s assets. Further, co-retention of FTI will conserve estate

resources and minimize duplication of efforts among the Future Claimants’ Representative and

the Committee. The Debtor does not oppose to Future Claimants’ Representative and the

Committee co-retaining FTI.

10. The Future Claimants’ Representative, the Committee, and FTI further agree that

to the extent the Committee or the Future Claimants’ Representative determines that an actual or

perceived conflict has arisen with respect to co-retention of FTI, then upon notice to FTI, FTI

shall no longer represent the Future Claimants’ Representative, but shall continue to represent

the Committee.2 The Future Claimants’ Representative further requests that in such

circumstances, the Future Claimants’ Representative shall have the right to apply to this Court to

retain a separate financial advisor.

SERVICES TO BE PROVIDED AND PROFESSIONAL COMPENSATION

11. The Future Claimants’ Representative seeks to retain FTI on the same terms and

conditions as the Committee’s retention of FTI. Accordingly, the Future Claimants’

Representative anticipates that FTI will provide the same services to the Future Claimants’

Representative as FTI is currently providing to the Committee, as described in the Committee’s

Application, ¶ 8 (the “Services”) and under the same fees and expenses as described in the

Committee’s Application, ¶¶ 19-23. FTI understands that its fees and expenses in this chapter 11

case will be subject to the requirements of sections 330 and 331 of the Bankruptcy Code and

2
The termination of FTI’s representation of the Future Claimants’ Representative due to such actual or
perceived conflict shall not affect the confidentiality of any work product or terminate any joint or common interest
privilege between the Future Claimants’ Representative and the Committee or affect the confidentiality of any work
performed by FTI on behalf of the Future Claimants’ Representative prior to the termination of the representation.

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applicable provisions of the Bankruptcy Rules, the Local Rules, the Compensation Guidelines

issued by the Court, the order [Docket No. 132] (the “Interim Compensation Order”) entered

with respect to the Motion of the Debtor for an Order Establishing Procedures for Interim

Compensation and Reimbursement of Expenses of Retained Professionals, and any other

applicable procedures and orders of the Court. FTI will file consolidated fee applications with

the Court as required and use separate task codes to delineate work directed specifically for the

benefit of the Committee or the Future Claimants’ Representative.

12. The Services to be rendered by FTI will not duplicate the services to be rendered

by any other professionals retained by the Future Claimants’ Representative in this chapter 11

case. Rather, by authorizing the Future Claimants’ Representative to co-retain FTI with the

Committee, it will avoid the unnecessary duplication of services that would result if the Future

Claimants’ Representative was required to retain a separate financial advisor.

13. Parties with similarly-aligned interests in other asbestos bankruptcy cases have

been authorized to co-retain professionals, preserving valuable estate assets. See, e.g., In re:

Kaiser Gypsum Company, Inc., et al., Case No. 16-31602 (JCW) (Bankr. W.D.N.C. 2016)

[Docket No. 580] (approving the co-retention of a special insurance counsel by the future

claimants’ representative and the asbestos personal injury claimants committee); see also In re:

United Gilsonite Laboratories, Case No. 5:11-bk-02032 (RNO) (Bankr. M.D.Pa. 2011) [Docket

No. 250] (approving the co-retention of a valuation consultant by the future claimants

representative and the official committee of unsecured creditors).

INDEMNIFICATION

14. In addition to the foregoing, and as a material part of the consideration for the

agreement of FTI to furnish services to the Future Claimants’ Representative pursuant to the

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terms of this Application, FTI believes that the following indemnification terms, which

indemnification terms were requested in the Committee’s Application and subsequently

approved by the Court, are customary and reasonable for financial advisors in chapter 11 cases:

(a) subject to the provisions of subparagraphs (b) and (c) below and approval
of the Court, the Debtor is authorized to indemnify, and shall indemnify,
FTI for any claims arising from, related to, or in connection with FTI’s
engagement under this Application, but not for any claim arising from,
related to, or in connection with FTI’s post-petition performance of any
other services other than those in connection with the engagement, unless
such post-petition services and indemnification therefor are approved by
the Court; and

(b) the Debtor shall have no obligation to indemnify FTI for any claim or
expense that is either (i) judicially determined (the determination having
become final) to have arisen primarily from FTI’s gross negligence,
willful misconduct or fraud unless the Court determines that
indemnification would be permissible pursuant to In re United Artists
Theatre Company, et al., 315 F.3d 217 (3d Cir. 2003), or (ii) settled prior
to a judicial determination as to FTI’s gross negligence, willful
misconduct or fraud, but determined by the Court, after notice and a
hearing, to be a claim or expense for which FTI is not entitled to receive
indemnity under the terms of this Application; and

(c) if, before the earlier of (i) the entry of an order confirming a plan in this
chapter 11 case (that order having become final and no longer subject to
appeal), and (ii) the entry of an order closing this chapter 11 case, FTI
believes it is entitled to the payment of any amounts by the Debtor on
account of the Debtor’s indemnification obligations under this
Application, including, without limitation, the advancement of defense
costs, FTI must file an application in the Court, and the Debtor may not
pay any such amounts to FTI before the entry of an order by the Court
approving the payment. This subparagraph (c) is intended only to specify
the period of time under which the Court shall have jurisdiction over any
request for fees and expenses by FTI for indemnification, and not as a
provision limiting the duration of the Debtor’s obligation to indemnify
FTI.

The Future Claimants’ Representative believes that indemnification is customary and reasonable

for financial advisors in chapter 11 proceedings. See In re Joan & David Halpern, Inc., 248 B.R.

43 (Bankr. S.D.N.Y. 2000).

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FTI’S CONNECTIONS WITH THIS CHAPTER 11 CASE

15. FTI has informed the Future Claimants’ Representative that, except as may be set

forth in the Diaz Declaration, it does not represent any other entity having an adverse interest in

connection with this chapter 11 case, and therefore believes it is eligible to represent the Future

Claimants’ Representative under section 1103(b) of the Bankruptcy Code.

16. To the best of the Future Claimants’ Representative’s knowledge, and except as

disclosed in the Diaz Declaration: (i) both Mr. Diaz and FTI are “disinterested persons” within

the meaning of sections 101(14), 328(c) and 1103(a) of the Bankruptcy Code and hold no

interest adverse to the Future Claimants’ Representative or the Debtor’s asbestos creditors on the

matters for which they are to be employed; (ii) neither Mr. Diaz nor FTI has any connection to

the Debtor, its creditors, or related parties herein except as disclosed in the Diaz Declaration; and

(iii) the FTI professionals working on this matter are not relatives of the bankruptcy

administrator or of any known employee in the office thereof, or any United States Bankruptcy

Judge of the Western District of North Carolina.

17. In connection with this co-retention, all communications with and among FTI, the

Future Claimants’ Representative, and the Committee, as well as any attorney, agent or

employee acting on the Future Claimants’ Representative’s or the Committee’s behalf, will be

regarded as confidential and made solely for the purpose of assisting counsel in giving legal

advice to the Future Claimants’ Representative and/or the Committee. FTI will not disclose to

anyone, without prior written permission of the Future Claimants’ Representative and/or the

Committee, the nature or content of any oral or written communication, or any information

gained from inspection of any papers, records, or documents sent to the Future Claimants’

Representative and/or the Committee. Nor will FTI permit the inspection of any such papers,

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records, or documents, without the prior written permission of the Future Claimants’

Representative or the Committee. Further, the Future Claimants’ Representative and the

Committee have agreed that neither party will request that FTI provide them with the work

product of the other party’s counsel or other professionals without first obtaining written consent

from such other party.

18. The Future Claimants’ Representative is satisfied that FTI does not represent an

interest adverse to the Future Claimants’ Representative with respect to the matters for which

FTI will be employed and is a disinterested person, as that term is defined in section 101(14) of

the Bankruptcy Code. Other than as set forth herein and in the Diaz Declaration, FTI has not

provided, and will not provide, any professional services to the Debtor, any of the creditors,

other parties-in-interest, or their respective attorneys and accountants with regard to any matter

related to this chapter 11 case. The employment of FTI would be in the best interests of the

Debtor’s estate and creditors, the Future Claimants’ Representative and the Future Claimants.

NOTICE

19. Pursuant to Local Rule 9013-1(f), the Future Claimants’ Representative seeks

approval of this Application on an ex parte basis. Upon entry of an order granting the relief

requested, the Future Claimants’ Representative will provide notice of entry of the order in

accordance with the Bankruptcy Rules and the Local Rules, and any party in interest shall be

entitled to request that the Court reconsider the relief provided within fourteen days of service of

notice of the order.

NO PREVIOUS REQUEST

20. No previous request for the relief sought in this Application has been made to this

or any other Court.

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WHEREFORE, the Future Claimants’ Representative requests entry of an order,

substantially in the form attached hereto as Exhibit B, authorizing him to co-retain FTI as his

financial advisor with the Committee, and granting such other and further relief as is just and

proper.

Dated: April 23, 2018 Respectfully submitted,

/s/ Felton E. Parrish

Felton E. Parrish (NC Bar No. 25448)
HULL & CHANDLER, P.A.
1001 Morehead Square Drive, Suite 450
Charlotte, NC 28203
Telephone: 704-375-8488
Facsimile: 704-375-8487
Email: fparrish@lawyercarolina.com

-and-

James L. Patton, Jr. (Delaware Bar No. 2202)

Edwin J. Harron (Delaware Bar No. 3396)
Sharon M. Zieg (NC Bar No. 29536)
Travis G. Buchanan (Delaware Bar No. 5595)
YOUNG CONAWAY STARGATT & TAYLOR, LLP
Rodney Square
1000 North King Street
Wilmington, Delaware 19801
Telephone: (302) 571-6600
Facsimile: (302) 571-1253
Email: jpatton@ycst.com
eharron@ycst.com
szieg@ycst.com
tbuchanan@ycst.com

Counsel to the Future Claimants’ Representative

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EXHIBIT A

Diaz Declaration

01:22911910.10
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UNITED STATES BANKRUPTCY COURT

WESTERN DISTRICT OF NORTH CAROLINA
CHARLOTTE DIVISION

In re: Chapter 11

BESTWALL LLC,1 Case No. 17-31795 (LTB)

Debtor.

DECLARATION OF MATTHEW DIAZ PURSUANT TO RULES 2014

AND 2016 OF THE FEDERAL RULES OF BANKRUPTCY PROCEDURE
AND SECTION 328 OF THE U.S. BANKRUPTCY CODE IN SUPPORT OF
THE EX PARTE APPLICATION OF THE FUTURE CLAIMANTS’
REPRESENTATIVE TO CO-RETAIN FTI CONSULTING, INC. WITH THE OFFICIAL
COMMITTEE OF ASBESTOS CLAIMANTS NUNC PRO TUNC TO APRIL 4, 2018

Pursuant to 28 U.S.C. § 1746, I declare as follows:

1. I am a Senior Managing Director with FTI Consulting, Inc., together with its

wholly owned subsidiaries (“FTI”), an international consulting firm. I submit this declaration

(this “Declaration”) on behalf of FTI in support of the application (the “Application”)2 of the

Future Claimants’ Representative for an order authorizing the co-retention and employment of

FTI as financial advisor with the Committee under the terms and conditions set forth in the

Application. Except as otherwise noted,3 I have personal knowledge of the matters set forth

herein.

SERVICES TO BE PROVIDED

2. As set forth in the Application, FTI will provide the Future Claimants’

Representative with such financial advisory services that the Future Claimants’ Representative

1
The last four digits of the Debtor’s taxpayer identification number are 5815. The Debtor’s address is 100
Peachtree Street, N.W., Atlanta, Georgia 30303.
2
Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the
Application.
3
Certain of the disclosures herein relate to matters within the personal knowledge of other professionals at FTI
and are based on information provided by them.
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deems appropriate and feasible in order to advise the Future Claimants’ Representative in the

course of this chapter 11 case, including, but not limited to, the following:

(a) Reviewing financial related disclosures required by the Court including

the Schedules of Assets and Liabilities, the Statement of Financial Affairs,
and Monthly Operating Reports;

(b) Preparing analyses required to assess the Debtor’s funding agreement with
Georgia Pacific and any other proposed financing;

(c) Assessing and monitoring the Debtor’s and its subsidiaries’ short term
cash flow, liquidity, and operating results;

(d) Reviewing the Debtor’s analysis of core business assets, valuation of those
assets, and the potential disposition or liquidation of non-core assets;

(e) Reviewing the Debtor’s cost-benefit analysis with respect to the

affirmation or rejection of various executory contracts and leases;

(f) Reviewing any tax issues associated with, but not limited to, claims
trading, preservation of net operating losses, and refunds due to the
Debtor;

(g) Reviewing other financial information prepared by the Debtor, including,

but not limited to, cash flow projections and budgets, business plans, cash
receipts and disbursement analysis, asset and liability analysis, and the
economic analysis of proposed transactions for which Court approval is
sought;

(h) Attending, assisting, and preparing materials related to due diligence

sessions, discovery, depositions, negotiations, mediations, and other
relevant meetings, and assisting in discussions with the Debtor, the Future
Claimants’ Representative, the Committee, Georgia Pacific, the
bankruptcy administrator (the “Administrator”), other parties in interest,
and their respective professionals;

(i) Evaluating, analyzing, and performing forensic review of avoidance

actions, including fraudulent conveyances and preferential transfers;

(j) Evaluating any prepetition transactions of interest to the Future Claimants’

Representative;

(k) Assisting in the prosecution of Future Claimants’ Representative

positions, including providing expert reports and testimony;

(l) Hosting and processing electronic discovery of inbound

documents/production data and any other eDiscovery support services as

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the Future Claimants’ Representative or its counsel may deem necessary;

and

(m) Rendering such other general business consulting or such other assistance
as the Future Claimants’ Representative or its counsel may deem
necessary that are consistent with the role of a financial advisor and not
duplicative of services provided by other professionals in this proceeding.

3. The Future Claimants’ Representative requires a consultant on financial matters

arising in this case. As noted in the Application, FTI has substantial experience and expertise in

matters of this nature. Accordingly, the Firm is well qualified to perform these services and

represent the interests of the Future Claimants’ Representative in this chapter 11 case. FTI is

prepared to work closely with the Future Claimants’ Representative and his counsel, as well as

the Committee and its counsel, to ensure that there is no duplication of effort or cost.

4. The Future Claimants’ Representative, the Committee, and FTI have agreed that

to the extent the Committee or the Future Claimants’ Representative determines that an actual or

perceived conflict has arisen with respect to the co-retention of FTI, then upon notice to FTI, FTI

shall no longer represent the Future Claimants’ Representative, but shall continue to represent

the Committee.4

5. In connection with the Future Claimants’ Representative’s and the Committee’s

co-retention of FTI, all communications with and among FTI, the Future Claimants’

Representative, and the Committee, as well as any attorney, agent or employee acting on the

Future Claimants’ Representative’s or the Committee’s behalf, will be regarded as confidential

and made solely for the purpose of assisting counsel in giving legal advice to the Future

Claimants’ Representative and/or the Committee. FTI will not disclose to anyone, without prior

4
The termination of FTI’s representation of the Future Claimants’ Representative due to such actual or
perceived conflict shall not affect the confidentiality of any work product or terminate any joint or common interest
privilege between the Future Claimants’ Representative and the Committee or affect the confidentiality of any work
performed by FTI on behalf of the Future Claimants’ Representative prior to the termination of the representation.

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written permission of the Future Claimants’ Representative and/or the Committee, the nature or

content of any oral or written communication, or any information gained from inspection of any

papers, records, or documents sent to the Future Claimants’ Representative and/or the

Committee. Nor will FTI permit the inspection of any such papers, records, or documents,

without the prior written permission of the Future Claimants’ Representative or the Committee.

Further, the Future Claimants’ Representative and the Committee have agreed that neither party

will request that FTI provide them with the work product of the other party’s counsel or other

professionals without first obtaining written consent from such other party.

DISINTERESTEDNESS AND ELIGIBILITY

6. In connection with the Committee’s Application, FTI previously conducted a

conflicts check against the entities listed in Schedule 1 hereto.

7. Attached to the Committee’s Application as Exhibit B was a declaration in

support thereof, sworn to and subscribed by me (the “Prior Diaz Declaration”), disclosing any

and all “connections” to such entities identified by FTI during such conflicts check.

8. Other than as set forth in the Prior Diaz Declaration, or disclosed herein or in the

Application, to the best of my knowledge and information after due inquiry, FTI does not have

any connection with any of the parties listed on Schedule 1 in matters related to this chapter 11

case.

9. In addition, except as set forth in the Prior Diaz Declaration, or disclosed herein

or in the Application, neither FTI nor any of its professionals has any interest in or connection

with the Debtor, its creditors, the Office of the United States Bankruptcy Administrator for the

Western District of North Carolina or any person employed in that Office, the Judges for the

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United States Bankruptcy Court for the Western District of North Carolina, or any other known

party-in-interest.

10. FTI will supplement this declaration if it becomes aware of any other relationship

that requires disclosure in this chapter 11 case.

PROFESSIONAL COMPENSATION

11. Subject to Court approval and in accordance with the applicable provisions of the

Bankruptcy Code, the Bankruptcy Rules, the Local Rules, the Compensation Guidelines, and the

Interim Compensation Order, FTI will seek payment for compensation on an hourly basis, plus

reimbursement of actual and necessary expenses incurred by FTI, including legal fees related to

the Application and future fee applications, as approved by the Court. FTI will file consolidated

fee applications with the Court and use separate task codes to delineate work directed

specifically for the benefit of the Committee or the Future Claimants’ Representative. FTI will

seek compensation solely from the Debtor and its estate and the Future Claimants’

Representative will have no personal liability for any obligation to FTI arising from this

Application. FTI’s customary hourly rates as charged in bankruptcy and non-bankruptcy matters

of this type by the professionals assigned to this engagement are outlined in the Committee’s

Application, the Prior Diaz Declaration, and the Supplemental Diaz Declaration. These hourly

rates are adjusted periodically.

12. According to FTI’s books and records, during the ninety-day period prior to the

commencement of this chapter 11 case, FTI performed no professional services and incurred no

reimbursable expenses on behalf of the Debtor.

13. To the best of my knowledge, (i) no commitments have been made or received by

FTI with respect to compensation or payment in connection with this case other than in

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accordance with the provisions of the Bankruptcy Code and (ii) FTI has no agreement with any

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

chapter 11 case.

Pursuant to 28 U.S.C. § 1746, I declare under penalty of perjury that the facts and

statements set forth above are either (i) within my personal knowledge and are true and correct,

or (ii) based upon information supplied to me by others, including certain professionals at FTI,

and as such are true and correct to the best of my knowledge, information, and belief.

Dated: April 23, 2018 Respectfully submitted,

/s/ Matthew Diaz

Matthew Diaz
Senior Managing Director

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SCHEDULE 1

BESTWALL LLC

POTENTIALLY INTERESTED PARTIES

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Debtor
Bestwall LLC
Equity Owner of Debtor
Georgia-Pacific Holdings LLC
Debtor's Retained
Professionals and Claims Agent
Bates White LLC
Donlin, Recano and Company, Inc.
Jones Day
King & Spalding LLP Robinson, Bradshaw
& Hinson, P.A.
Schachter Harris LLP
Debtor’s Direct and Indirect Non-Debtor
Subsidiaries
Blue Rapids Railway Company LLC
GP Industrial Plasters LLC
Industrial Plasters Canada ULC
Other Non-Debtor Affiliates
A&AT GmbH
A&AT LLC
A&AT UK Limited
Alabama River Cellulose LLC
Arbor Property and Casualty Limited
Arch Properties Company, LLC
Arteva Holdings GmbH Arteva Services S.à
r.l. Beaverhead Capital, LLC Big Blue
Holdings, Inc.
Blue Rapids Railway Company LLC
BRS Packaging Corporation
Brunswick Cellulose LLC Buckeye Equity
Holdings LLC Buckeye Technologies
Canada Inc.
Buckeye Technologies LLC
Cardell, LLC
Chase Pipe Line Company, LLC
Chentronics, LLC
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Cherry Creek Investments, LLC
CKF Events, LLC CKI Events, LLC
ColPM Strategic Partners, L.P.
Consolidated Glass & Mirror Trucking,
LLC
Consolidated Glass & Mirror, LLC
Corporate Jet Leasing Company, LLC
Custom Glass Solutions Millbury, LLC
Custom Glass Solutions Service Parts,
LLC
Custom Glass Solutions Upper Sandusky,
LLC
Custom Glass Solutions, LLC
CVI Shipping Opportunities Fund A LP
Deerfield MLX Holdings, Inc.
Deerfield Partners, B.V.
Demeter Analytics Holdings, LLC
Demeter Analytics Services, LLC
Digital Roadmap LLC Dixie Consumer
Products LLC Dongguan Molex
Interconnect Co., Ltd.
Duonix Beatrice, LP
Duonix, LLC
Eaglehill Capital Partners L.P. EFT
Analytics Inc.
EFT Control Systems Limited
El Morro Corrugated Box Company LLC
Emit Technology Co., Ltd.
Encadria Staffing Solutions LLC
Engineered Glass Products, L.L.C.
Facilities & Real Estate Solutions, Inc. FCT
electronic GmbH FCT, US L.L.C.
FHR Biofuels & Ingredients, LLC
FHR Canada Holding, LLC
Flamar Cavi Elettrici S.r.l.
Flint Hills Resources Alaska, LLC
Flint Hills Resources Arthur, LLC
Flint Hills Resources Asia, Limited
Flint Hills Resources Biodiesel Operations,
LLC
Flint Hills Resources Camilla, LLC Flint
Hills Resources Canada, LP
Flint Hills Resources Canada, ULC
Flint Hills Resources Central Texas, LLC
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Flint Hills Resources Corpus Christi, LLC
Flint Hills Resources Fairbank, LLC
Flint Hills Resources Fairmont, LLC
Flint Hills Resources Grain, LLC
Flint Hills Resources Houston Chemical,
LLC
Flint Hills Resources Iowa Falls, LLC
Flint Hills Resources Joliet, LLC
Flint Hills Resources Longview, LLC Flint
Hills Resources Menlo, LLC
Flint Hills Resources Mexico, S. de R.L. de
C.V.
Flint Hills Resources Peru, LLC
Flint Hills Resources Pine Bend, LLC
Flint Hills Resources Port Arthur, LLC
Flint Hills Resources Sàrl
Flint Hills Resources Shakopee, LLC
Flint Hills Resources Shell Rock, LLC
Flint Hills Resources, LC
Flint Hills Resources, LLC
Flint Hills Resources, LP
Foley Cellulose LLC
Fort James International Holdings LLC
Fort James LLC
Gardner Lewis Merger Arbitrage Fund, L.P.
Georgia Pacific Resinas Uruguay S.R.L.
Georgia-Pacific Asia, Inc.
Georgia-Pacific Bleached Board LLC
Georgia-Pacific Brewton LLC
Georgia-Pacific Building Products LLC
Georgia-Pacific Canada Consumer
Products LP
Georgia-Pacific Canada LP
Georgia-Pacific Cedar Springs LLC
Georgia-Pacific Cellulose (Shanghai)
Trading Co., Ltd.
Georgia-Pacific Chemical Sales LLC
Georgia-Pacific Chemicals LLC
Georgia-Pacific Childcare Center, LLC
Georgia-Pacific Consumer Operations
LLC
Georgia-Pacific Consumer Products
(Camas) LLC
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Georgia-Pacific Consumer Products
(Northwest) LLC
Georgia-Pacific Consumer Products LP
Georgia-Pacific Containerboard LLC
Georgia-Pacific Corrugated IV LLC
Georgia-Pacific Corrugated LLC
Georgia-Pacific Corrugated V LLC
Georgia-Pacific Crossett LLC
Georgia-Pacific Equity Holdings LLC
Georgia-Pacific Financial Management LLC
Georgia-Pacific Foreign Holdings, Inc.
Georgia-Pacific GmbH Holdings, LLC
Georgia-Pacific Gypsum LLC
Georgia-Pacific Holdings, LLC
Georgia-Pacific Innovation LLC
Georgia-Pacific Kraft LLC
Georgia-Pacific LLC, a Delaware Limited
Liability Company
Georgia-Pacific Monticello LLC
Georgia-Pacific Mt. Holly LLC
Georgia-Pacific Nonwovens LLC
Georgia-Pacific Panel Products LLC
Georgia-Pacific Resinas Limitada
Georgia-Pacific St Marys LLC
Georgia-Pacific Steinfurt GmbH Georgia-
Pacific Toledo LLC
Georgia-Pacific Trading (Shanghai) Co.
Ltd.
Georgia-Pacific Treasury Corporation
Georgia-Pacific W&FS (MS) LLC
Georgia-Pacific Warehouse Holdings LLC
Georgia-Pacific West LLC Georgia-Pacific
WFS LLC
Georgia-Pacific Wood Products LLC
Georgia-Pacific Wood Products South
LLC
GNN Investor LLC
GP Big Island, LLC
GP Building Products Operations LLC
GP Building Products Services LLC
GP Cellulose America Marketing, LLC
GP Cellulose Asia Marketing (HK)
Limited
 Case 17-31795 Doc 395 Filed 04/23/18 Entered 04/23/18 22:29:57
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GP Cellulose GmbH
GP Cellulose International Marketing SRL
GP Cellulose Operations LLC
GP Cellulose, LLC
GP Center Holdings LLC
GP Chemicals Equity LLC
GP Consumer Products Group LLC
GP Consumer Products Holdings LLC
GP Consumer Products Operations LLC
GP Containerboard Operations LLC
GP Corrugated LLC
GP Financial Holdings LLC
GP Global Finance Holdings LLC
GP Gypsum Equity LLC
GP Gypsum LLC
GP Harmon Holdings LLC
GP Harmon Recycling LLC
GP Harmon Recycling Plant Operations
LLC
GP Industrial Plasters LLC
GP IP Holdings LLC
GP IRB Investments LLC
GP Leasing Corporation
G-P Maine LLC
GP North Woods LP
GP Packaging and Cellulose Operations
LLC
GP Packaging and Sales LLC
GP Wood Products LLC
GPBP Equity Holdings LLC
GPBP Equity Investor I LLC
GPBP Equity Investor II LLC
GPBP Equity Investor III LLC
GPBP Equity Investor IV LLC
GPBP Equity Investor V LLC
GPBP Equity Investor VI LLC
GPBP Equity Investor VII LLC
GPBP Financial Holdings LLC
GPCon/GP LLC
GPCP Equity Holdings LLC
GPCP Equity Investor I LLC
GPCP Equity Investor II LLC
GPCP Equity Investor III LLC
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GPCP Equity Investor IV LLC
GPCP Equity Investor V LLC
GPCP Financial Holdings LLC
GPCP IP Holdings LLC
GPFM Holdings LLC
GPPC Equity Holdings LLC
GPPC Equity Investor I LLC
GPPC Equity Investor II LLC
GPPC Equity Investor III LLC
GPPC Equity Investor IV LLC
GPPC Financial Holdings LLC
Guardian Autoglas GmbH Guardian
Automotive Corporation Guardian Building
Products, Inc. Guardian Caribe, Limitada
Guardian Czestochowa Sp.z.o.o.
Guardian de Argentina S.R.L.
Guardian de Colombia S.A.S.
Guardian do Brasil Vidros Planos Ltda.
Guardian Egypt - Egyptian Glass S.A.E.
Guardian Energy Exploration Corp.
Guardian Energy Management Corp.
Guardian Flachglas GmbH Guardian Glass
Peru
S.R.L. Guardian IG, LLC Guardian
Industries Corp. Ltd.
Guardian Industries Distribution Center, Inc.
Guardian Industries Navarra S.L.
Guardian Industries Rayong Co., Ltd.
Guardian Industries U.K. Limited
Guardian Industries VP, S. de R.L. de C.V.
Guardian Industries, LLC
Guardian Japan Ltd.
Guardian Llodio Uno, S.L.
Guardian Luxguard I S.a.r.l.
Guardian Luxguard II S.a.r.l.
Guardian Oroshaza Limited Liability
Company
Guardian Steklo Rostov LLC
Guardian Steklo Ryazan LLC
Guardian VIG, LLC
Hamworthy Combustion Engineering Co.
Ltd.
Hamworthy Combustion Engineering
Limited
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Harmon Associates ULC
i360, LLC
i360-Global, LLC
Innovative Integration, LLC
Interconnect Systems, LLC
INV AGH Limited
INV IPS Equity I LLC
INV IPS Equity II LLC
INV NYLON SINGAPORE PTE. LTD.
INVISTA (Australia) Pty Limited
INVISTA (Canada) Company
INVISTA (Deutschland) GmbH
INVISTA (France) SAS
INVISTA (Hong Kong) Limited INVISTA
(International) Sàrl
INVISTA (Korea) Ltd.
INVISTA (Nederland) B.V.
INVISTA (Singapore) Pte. Ltd.
INVISTA (Taiwan) Limited
INVISTA (Thailand) Limited
INVISTA Argentina S.R.L.
INVISTA Ashburn Hill LLC
INVISTA Colombia S.A.
INVISTA Fibers & Intermediates Iberica,
S.L.
INVISTA Fibers (Foshan) Company
Limited
INVISTA Fibers (Shanghai) Company
Limited
INVISTA Fibers Company Limited
INVISTA Fibras e Polímeros Brasil Ltda.
INVISTA Italia S.r.l.
INVISTA Japan LLC
INVISTA Management (Shanghai)
Company Limited INVISTA North America
S.à.r.l.
INVISTA Nylon Chemicals (China) Co.,
Ltd.
INVISTA Polimeros Ltda. INVISTA
Polyester B.V.
INVISTA Products SA INVISTA Resins &
Fibers GmbH INVISTA S.à r.l.
INVISTA Sales & Services (Shanghai)
Company Limited
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INVISTA Singapore Fibres Pte. Ltd.
INVISTA Specialty Fibers (Shanghai) Co.
Ltd.
INVISTA Synthetic Fiber (Shanghai) Co.
Ltd.
INVISTA Textiles (U.K.) Limited
INVISTA Textiles (U.K.) Trustee
Company Limited
INVISTA Textiles Germany GmbH
INVISTA Textiles U.K. Limited
INVISTA Trading (Shanghai) Company
Limited
John Zink Company, LLC John Zink
Hamworthy Combustion S.r.l.
John Zink International Luxembourg
S.à.r.l.
John Zink KEU GmbH Jones Loop Road
LLC KA Special K, L.P.
KAR Hotel Holdings LLC
KAR Hotel Owner LLC KAR Venture LLC
Kayne Real Estate Debt Partners I, L.P.
Kayne Real Estate Debt Partners III, L.P.
Kayne Real Estate Debt Partners V, LP
KBX Logistics, LLC
KBX Materials BioFuels, LLC
KBX Materials Northern Tier, LLC
KBX Materials Southern Tier, LLC
KBX Materials, LLC
KBX, LLC KCBX Terminals Company KF
Financial Assets, Ltd.
KF Financial Investments, Ltd.
KFA Equity Holdings II, LLC
KFA Equity Holdings, LLC
KFA Holdings, LP
KFA Investments, LLC KFAPL Sub, Inc.
KG Process Innovations s.r.o.
KGGP, LLC
KH Investment Birmingham, LLC
KH Investment Cape Coral, LLC
KH Investment Union Dallas, LLC KM
Superior Terminals, Inc.
Koch AG & Energy Solutions, LLC
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Koch Agronomic Services, LLC Koch
Alaska Pipeline Company, LLC Koch Asia-
Pacific G.K.
Koch Australia Pty Limited
Koch Biological Solutions, LLC Koch
Business Holdings, LLC
Koch Business Solutions - Asia Pacific Pte.
Ltd.
Koch Business Solutions - Europe S.à r.l.
Koch Business Solutions, LP
Koch Canada Energy Services, LP
Koch Canada Real Estate and Properties,
LLC
Koch Capital Investments Company, LLC
Koch Carbon (UK) Limited
Koch Carbon Belgium BVBA
Koch Carbon, LLC
Koch Chemical Technology Group India
Pvt. Ltd.
Koch Chemical Technology Group
Limited
Koch Chemical Technology Group S.L.
Koch Chemical Technology Group Saudi
Arabia Limited
Koch Chemical Technology Group
Singapore Pte. Ltd.
Koch Chemical Technology Group, S. de
R.L. de C.V.
Koch Chemtech (Shanghai) Trading Limited
Koch Commodities Europe Limited
Koch Companies Public Sector, LLC
Koch Companies Services, LLC
Koch CTG Middle East FZE
Koch CTG S.à r.l., Russian Branch
Koch Energy Services, LLC
Koch Equity Development LLC Koch
Exploration Canada, L.P.
Koch Exploration Company, LLC
Koch Fertiliser Australia Pty Ltd Koch
Fertilizantes do Brasil Ltda.
Koch Fertilizer (Beijing) Co., Ltd. Koch
Fertilizer Asia Private Ltd.
Koch Fertilizer Beatrice, LLC
Koch Fertilizer Canada, ULC
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Koch Fertilizer Dodge City, LLC
Koch Fertilizer Enid, LLC
Koch Fertilizer Ft. Dodge, LLC
Koch Fertilizer International Limited
Koch Fertilizer Products SAS
Koch Fertilizer Trading Sàrl
Koch Fertilizer Trading Sàrl Sucursal
Uruguay
Koch Fertilizer, LLC
Koch Financial Company, LLC
Koch Global Capital, LLC
Koch Global Partners, LLC
Koch Heat Transfer Canada LP Koch Heat
Transfer Company, LP Koch Industries, Inc.
Koch International B.V.
Koch International SAS
Koch International Shared Services, L.P.
KOCH KNIGHT LLC MERKEZİ
AMERİKA İSTANBUL MERKEZ
ŞUBESİ
Koch Knight, LLC
Koch Knight, LLC (Chile)
Koch Knight, LLC, a Dominican Republic
Branch
Koch Logistics, LLC Koch Marine, LLC
Koch Membrane Systems, Inc.
Koch Metals Trading Limited
Koch Methanol, LLC Koch Midstream
Services Company, LLC Koch Minerals
Colombia S.A.S.
Koch Minerals Products (Beijing) Co., Ltd.
Koch Minerals, LLC
Koch Nitrogen International Sàrl
Koch Nitrogen International Sàrl, a
Cayman Islands Branch Koch Nitrogen
Shipping, Ltd. Koch Oil Sands Operating
ULC Koch Performance Roads, Inc. Koch
Pipeline Company, L.P.
Koch Pipeline Company, LLC Koch
Pipeline Services, LLC Koch Properties
Company, L.P. Koch Properties UK Limited
Koch Pulp & Paper Trading, LLC
Koch Rail, LLC
 Case 17-31795 Doc 395 Filed 04/23/18 Entered 04/23/18 22:29:57
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Koch Real Estate Investments, LLC Koch
Redwood Investments, LLC
Koch Refining International Pte. Ltd.
Koch Remediation & Environmental
Services, LLC
Koch Renewable Resources, LLC
Koch Resources, LLC
Koch RP Holdings I, LLC
Koch Shared Services, LLC Koch Shipping
Pte. Ltd.
Koch Specialty Plant Services, LLC
Koch Sulfur Products Company, LLC
Koch Supply & Trading Sàrl
Koch Supply & Trading, LP
Koch Technology and Optimization, LLC
Koch Tecnologia Química Ltda.
Koch-Glitsch BVBA
Koch-Glitsch Canada LP
Koch-Glitsch France - Division of Koch
International SAS
Koch-Glitsch Italia S.r.l.
Koch-Glitsch Korea Ltd.
Koch-Glitsch, LP
KOMSA Sàrl
KPL Northern States, LLC
KSISH Investments, LLC
Leaf River Cellulose, LLC
Leaf River Forest Products LLC
Lumberton Cellulose LLC
Market-Based Management, LLC Marsco
Glass Products, L.L.C.
Matador Cattle Company, LLC
Matador Security Company NY, LLC
Matador Security Company, Inc.
MBM Center, Inc. Memphis Cellulose LLC
Mesa PDC, L.L.C.
Milford Redevelopment LLC Minnesota
Pipe Line Company, LLC Molex (China)
Investment Co., Ltd. Molex (India) Private
Limited Molex (Malaysia) Sdn. Bhd.
Molex Canada Ltd.
Molex Connected Enterprise Solutions Pty.
Ltd.
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Molex Connected Enterprise Solutions sp z
o.o
Molex de Mexico, S.A. de C.V.
Molex Electronic Technologies, LLC
Molex Elektronik GmbH
Molex Hong Kong/China Limited Molex
Integrated Products Philippines, Inc.
Molex Interconnect (Chengdu) Co., Ltd.
Molex Interconnect (Shanghai) Co., Ltd.
Molex Interconnect GmbH Molex Japan
LLC Molex Korea Ltd.
Molex Singapore Pte. Ltd.
Molex Sp. z.o.o.
Molex Taiwan Ltd. Molex Trading
(Shanghai) Limited Molex Vietnam Co.,
Ltd. Molex, LLC
Molex, S.A. de C.V.
Moscow Camden and San Augustine
Railroad LLC Nallatech Limited Nallatech,
LLC Nekoosa Papers Inc.
Nylmex, S. de R.L. de C.V.
Old Augusta Railroad, LLC
Oplink China Business Trust
Oplink Communications US Division,
LLC
Oplink Communications, LLC Optimized
Process Designs, LLC P.Y. Group, Inc.
PAX Corrugated Products, Inc.
Performance Roads Design, Inc. Phoenix
Athletic Club LLC Pilar Singapore Pte. Ltd.
Preferred Returns G/P, LLC
Pro-Tek Medical Limited
Radcliffe Unlevered Ultra Short Duration
Fund, L.P.
Radial Insight, LLC
Reliable Container Corporation
Reliable Container de Mexico, S.A. de C.V.
Reliable Packaging de Mexico, S.A. de C.V.
Reliable Packaging Products, Inc.
Resinas Concordia S.R.L.
SDP Telecom (Suzhou) Co. Ltd. Sea Breeze
Communication Company SLF IV Lending
Co-Investment, L.P.
Spandler Bros Limited
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SPG Holdings LLC Spring Creek Capital,

LLC SRG Global (Suzhou) Co., Ltd. Parties to Material Contracts,
SRG Global (XiaoGan) Co. Ltd. Unexpired Leases and License
SRG Global Boleslawiec Sp. z o.o. Agreements with the Debtor
SRG Global Coatings, Inc.
SRG Global IBI, S.L. Counsel on Call LLC Georgia-
SRG Global Liria, S.L. Pacific Mt. Holly LLC Integreon
SRG Global Mexico S. de R.L. de C.V. Managed Solutions, Inc.
SRG Global Trim, Inc. PACE Claims Services LLC
TDE, K.K. TRIALNET, Inc. d/b/a Acuity Management
The Invironmentalists, LLC Solutions
Tomahawk Land Company LLC Troutman Sanders eMerge
Treated Lumber LLC
Trident Private Holdings III, LLC Significant Co-Defendants in
Truck-Lite Co., LLC Asbestos-Related Litigation
Valenciana De Suministros Y Contratas
Industriales S.L. Borg Warner Corporation
W.J. Reid (Fertilisers) Limited WC Pipeline CBS Corporation
Co., L.L.C. Web Media, LLC Certainteed
Woodhead Industries, LLC Corporation Cleaver
XRS Mobility LLC Brooks Crane Co.
Zhuhai FTZ Oplink Communications, Inc. Crown Cork & Seal
Flowserve Corporation
Managers and Officers of the Debtor Foster Wheeler Energy
General Electric Company
Scott J. Gordon (Manager, Treasurer) Goulds Pumps, Inc.
Duane R. Hughes (Manager, President) Grinnell Corporation
Diana M. Knigge (Manager) Honeywell International
J. Joel Mercer, Jr. (Chief Legal Officer, IMO Industries
Secretary) Ingersoll Rand
Tyler Woolson (Chief Restructuring Officer John Crane Company
and Vice President) Metropolitan Life Insurance Company
Michele G. Wortmann (Chief Financial Owens Illinois
Officer) Pneumo Abex Corporation
Trane Company
Depository and Disbursement Banks Union Carbide Corporation

Bank of America, N.A. Permitting/Licensing Authorities,

Environmental Regulatory Agencies

North Carolina Department of

Environmental Quality
United States Environmental Protection
Agency
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Document Page 25 of 32

Goehring, Rutter & Boehm

HeplerBroom Law Firm
Hodgson Russ LLP
Official Committee of Asbestos Claimant Kean Miller Hawthorne D'armond
Members Mccowan & Jarman
Linda Hofferber Lynch Daskal Emery LLP
Steven Lanphear Manion Gaynor & Manning
Cresante Perreras Marks, O'Neill, O'Brien, Doherty & Kelly
Barbara McAlpine PC
John Harvey Dixon Maron, Marvel, Bradley Anderson & Tardy
Jeffrey A. Watts LLC
Rick Benson Meagher & Geer PLLP
Rick Bengston Miles & Stockbridge PC
Richard S. Trumbull Napier Gault Schupbach & Moore PLC
Patricia Deetz Nelson Mullins Riley & Scarborough LLP
Perkins Coie LLP
Official Creditors' Committee Members' Sedgwick LLP
Attorneys Shapiro, Blasi, Wasserman & Hermann,
Bergman Draper Oslund P.A. Swanson Martin & Bell LLP
Gori Julian & Associates, PC Tucker Ellis LLP
Kazan, McClain, Satterley & Greenwood, Ulmer & Berne LLP
Wheeler Trigg O’Donnell LLP
PLC
Willcox & Savage,PC
The Lanier Law Firm
Known Professionals for Certain
Official Creditors' Committee Attorneys
Non-Debtor Parties in Interest
Maune Raichle Hartley French & Mudd,
LLC
Debevoise & Plimpton LLP
O'Brien Law Firm, PC
Shepard Law
Law Firms with the Most Significant
Weitz & Luxenberg, P.C.
Representations of Asbestos Claimants
Cooney & Conway
Law Offices of Peter G. Angelos PC
Debtor's Significant Ordinary
Baron & Budd PC
Course Professionals,
Belluck & Fox LLP
Consultants and Service Providers Brayton Purcell LLP
Cooney & Conway
Bailey Crowe Kugler & Arnold LLP
Early, Lucarelli, Sweeney & Meisenkothen
Barclay Damon LLP
LLC
Barnes & Thornburg LLP
The Ferraro Law Firm PA
Burr & Forman LLP
Gori, Julian & Associates, PC
Downs Rachlin Martin PLLC
Kazan, McClain, Satterley & Greenwood
Forman Watkins & Krutz LLP (Jackson,
PLC
MS)
Lanier Law Firm
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Document Page 26 of 32

Levin Simes LLP Bankruptcy Judges for the

Levy Konigsberg LLP Western District of North Carolina
Lipsitz & Ponterio LLC
Maune Raichle Hartley French& Mudd LLC Judge Laura T. Beyer
Motley Rice LLC Judge George Hodges
Napoli Shkolnik PLLC Judge J. Craig Whitley
Law Offices of Peter T. Nicholl
O'Brien Law Firm PC
Shrader & Associates, L.P.
Simmons Hanly Conroy LLC
Simon Greenstone Panatiere Bartlett PC
SWMW Law LLC
Waters & Kraus LLP
Weitz & Luxenberg PC
Law Offices of Paul A. Weykamp

Parties in Non-Asbestos
Litigation with the Debtor

Ambassador Insurance Company, Inc.

Insurers, Insurance Brokers

and Third-Party Administrators

Midland Insurance Company

Employees of the Bankruptcy

Administrator's Office for the
Western District of North Carolina

Shelley Abel
Katrina Adams
Debbie Brown
Ann Dornblazer
Alexandria Kenny
Sarah Scholz
David Shepard
Anne Whitley
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EXHIBIT B

Proposed Order
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UNITED STATES BANKRUPTCY COURT

WESTERN DISTRICT OF NORTH CAROLINA
CHARLOTTE DIVISION

In re: Chapter 11

BESTWALL LLC,1 Case No. 17-31795 (LTB)

Debtor.

ORDER APPROVING THE EX PARTE APPLICATION OF

THE FUTURE CLAIMANTS’ REPRESENTATIVE TO CO-RETAIN
AND EMPLOY FTI CONSULTING, INC. AS FINANCIAL ADVISOR WITH THE
OFFICIAL COMMITTEE OF ASBESTOS CLAIMANTS
NUNC PRO TUNC TO APRIL 4, 2018

Upon the application (the “Application”)2 of the Future Claimants’ Representative for

entry of an order (this “Order”) authorizing the co-retention and employment of FTI as financial

advisor with the Committee nunc pro tunc to April 4, 2018; it appearing that this Court has

jurisdiction to consider the Application pursuant to 28 U.S.C. §§ 157 and 1334; and it appearing

that venue of the Application in this district is proper pursuant to 28 U.S.C. §§ 1408 and 1409;

1
The last four digits of the Debtor’s taxpayer identification number are 5815. The Debtor’s address is 100
Peachtree Street, N.W., Atlanta, Georgia 30303.
2
Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the
Application.
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and it appearing that this matter is a core proceeding pursuant to 28 U.S.C. § 157(b); and upon

the Diaz Declaration and the Prior Diaz Declaration; and this Court having previously entered

the Order Approving the Ex Parte Application of the Official Committee of Asbestos Claimants to

Retain and Employee FTI Consulting, Inc. as Financial Advisor as of January 2, 2018 [Docket

No. 256]; and this Court being satisfied based on the representations made in the Application, the

Diaz Declaration and the Prior Diaz Declaration that (a) FTI is a “disinterested person” within

the meaning of section 101(14) of the Bankruptcy Code, (b) FTI does not represent any person or

entity having an interest adverse to the Future Claimants’ Representative in connection with this

chapter 11 case, (c) FTI does not hold or represent an interest adverse to the interests of the

Debtor’s estate with respect to matters on which FTI is to be employed, (d) FTI has no

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

Diaz Declaration and the Prior Diaz Declaration, and (e) the co-retention and employment of FTI

as a consultant to and expert for the Future Claimants’ Representative and the Committee is

reasonable, necessary and appropriate and is in the best interests of the Future Claimants’

Representative, the Committee, the Debtor, and its estate; and this Court having found that notice

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

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

sufficient cause appearing therefor;

IT IS HEREBY ORDERED THAT:

1. The Application is GRANTED as set forth herein.

2. In accordance with sections 328 and 1103 of the Bankruptcy Code, Bankruptcy

Rules 2014 and 2016, and Local Rules 2014-1, 2016-1, and 9013-1(f)(8), the Future Claimants’

Representative is hereby authorized to co-retain and employ FTI as its financial advisor with the
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Committee in the above-captioned chapter 11 case on the same terms and conditions as the

Committee’s retention of FTI, nunc pro tunc to April 4, 2018.

3. FTI is authorized to render the professional services set forth in the Application

and the Diaz Declaration.

4. FTI shall use reasonable efforts to avoid any duplication of services provided by

any of the Future Claimants’ Representative’s other retained professionals in this chapter 11

case.

5. To the extent that the Committee or the Future Claimants’ Representative

determines that a conflict has arisen with respect to the co-retention of FTI, then upon notice to

FTI, FTI shall no longer represent the Future Claimants’ Representative, but shall continue to

represent the Committee.3 In such circumstances, the Future Claimants’ Representative has the

right to seek to retain a separate financial advisor.

6. Co-retention of FTI by the Future Claimants’ Representative and the Committee

shall not be deemed a waiver of any common interest privilege, attorney-client privilege, or work

product protection.

7. Neither the Future Claimants’ Representative nor the Committee shall request that

FTI provide them with the work product of the other party’s counsel or other professionals

without first obtaining written consent from such other party.

8. FTI shall apply for compensation for professional services rendered and

reimbursement of expenses incurred in connection with FTI’s consultation to the Future

Claimants’ Representative in the Debtor’s chapter 11 case in compliance with sections 330 and

3
To the extent that a conflict arises and that FTI ceases representation of the Future Claimants’
Representative, such decision to terminate the representation shall have no affect the confidentiality of any work
product to date or terminate any joint or common interest attorney-client privilege between the parties.
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331 of the Bankruptcy Code and applicable provisions of the Bankruptcy Rules, the Local Rules,

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

other applicable procedures and orders of this Court.

9. FTI shall be compensated solely from the Debtor and its estate and the Future

Claimants’ Representative shall have no personal liability for any obligation to FTI arising from

this Order.

10. The following indemnification provisions are approved:

(a) subject to the provisions of subparagraphs (b) and (c) below and approval
of this Court, the Debtor is authorized to indemnify, and shall indemnify,
FTI for any claims arising from, related to, or in connection with FTI’s
engagement under the Application, but not for any claim arising from,
related to, or in connection with FTI’s post-petition performance of any
other services other than those in connection with the engagement, unless
such post-petition services and indemnification therefor are approved by
this Court; and

(b) the Debtor shall have no obligation to indemnify FTI for any claim or
expense that is either (i) judicially determined (the determination having
become final) to have arisen primarily from FTI’s gross negligence,
willful misconduct or fraud unless this Court determines that
indemnification would be permissible pursuant to In re United Artists
Theatre Company, et al., 315 F.3d 217 (3d Cir. 2003), or (ii) settled prior
to a judicial determination as to FTI’s gross negligence, willful
misconduct or fraud, but determined by this Court, after notice and a
hearing, to be a claim or expense for which FTI is not entitled to receive
indemnity under the terms of the Application; and

(c) if, before the earlier of (i) the entry of an order confirming a plan in this
chapter 11 case (that order having become final and no longer subject to
appeal), and (ii) the entry of an order closing this chapter 11 case, FTI
believes it is entitled to the payment of any amounts by the Debtor on
account of the Debtor’s indemnification obligations under the Application,
including, without limitation, the advancement of defense costs, FTI must
file an application in this Court, and the Debtor may not pay any such
amounts to FTI before the entry of an order by this Court approving the
payment. This subparagraph (c) is intended only to specify the period of
time under which this Court shall have jurisdiction over any request for
fees and expenses by FTI for indemnification, and not as a provision
limiting the duration of the Debtor’s obligation to indemnify FTI.
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11. This Order shall be immediately effective and enforceable upon its entry.

12. Pursuant to Local Rule 9013-1(f), any party shall be entitled to request a hearing

or request that the Court reconsider entry of this Order by filing a motion for reconsideration

within fourteen days of service of this Order.

13. To the extent the Application or the Diaz Declaration is inconsistent with the

terms of this Order, the terms of this Order shall govern.

14. This Court shall retain jurisdiction over all matters pertaining to this Order and

the Application.

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