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Exhibit B
Burns Declaration

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IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWARE
In re

Chapter 11

Venoco, Inc., et al.,

Case No. 16-10655 (KG)

Debtors.1

(Jointly Administered)

DECLARATION OF ROBERT G. BURNS IN SUPPORT OF THE

DEBTORS APPLICATION FOR ENTRY OF AN ORDER AUTHORIZING
THE RETENTION AND EMPLOYMENT OF BRACEWELL LLP
AS ATTORNEYS FOR THE DEBTORS AND DEBTORS IN
POSSESSION EFFECTIVE NUNC PRO TUNC TO THE PETITION DATE
I, Robert G. Burns, under penalty of perjury pursuant to 28 U.S.C. 1746, declare as
follows:
1.

I am a partner in the law firm of Bracewell LLP (Bracewell), located at 1251

Avenue of the Americas, Fl. 49, New York, New York 10020.
2.

I am a member in good standing of the bar of the State of New York, and I have

been admitted to practice in New York. There are no disciplinary proceedings against me.
3.

I submit this declaration in support of the Debtors Application for Entry of an

Order Authorizing the Retention and Employment of Bracewell LLP as Attorneys for the Debtors
and Debtors in Possession Effective Nunc Pro Tunc to the Petition Date (the Application).2
Except as otherwise noted, I have personal knowledge of the matters set forth herein.

The Debtors in these chapter 11 cases, along with the last four digits of each Debtors federal tax identification
number, are: Venoco, Inc. (5555); Denver Parent Corporation (1005); TexCal Energy (LP) LLC (0806); Whittier
Pipeline Corporation (1560); TexCal Energy (GP) LLC (0808); Ellwood Pipeline, Inc. (5631); and TexCal Energy
South Texas, L.P. (0812). The Debtors main corporate and mailing address for purposes of these chapter 11 cases
is: Venoco, Inc., 370 17th Street, Suite 3900, Denver, CO 80202-1370.

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

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Bracewells Qualifications
4.

The Debtors seek to retain Bracewell because of Bracewells recognized expertise

and extensive experience and knowledge in the field of debtors protections, creditors rights and
business reorganizations under chapter 11 of the Bankruptcy Code and in the field of oil and gas
law.
5.

Bracewell is currently and has been actively involved in major chapter 11 cases

and has represented debtors in many cases, including most recently: In re Energy & Exploration
Partners, Inc., No. 15-44931 (Bankr. N. D. Tex. Dec. 7, 2015); In re Optim Energy, LLC, No.
14-10262 (Bankr. D. Del. May 13, 2014); and In re WBH Energy, LP, et al., No. 15-10003
(Bankr. W. D. Tex. Jan. 3, 2015).
6.

Bracewell lawyers have represented the Debtors in general corporate matters

since the beginning of 2006 and therefore Bracewell has extensive and unique knowledge and
familiarity with the Debtors business, assets and legal obligations and many of the potential
legal issues that may arise in the context of these chapter 11 cases. Bracewell is both wellqualified and uniquely able to represent the Debtors in these chapter 11 cases in an efficient and
timely manner.
Services to be Rendered
7.

Subject to further order of the Court, and consistent with the Engagement Letter,

the Debtors request the retention and employment of Bracewell to render, specifically but
without limitation, the following legal services:
(i)

advising the Debtors with respect to its powers and duties as debtor in
possession in the continued management and operation of its businesses
and properties;

(ii)

advising and consulting on the conduct of these chapter 11 cases,

including all of the legal and administrative requirements of operating in
chapter 11;
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(iii)

attending meetings and negotiating with representatives of creditors and

other parties in interest;

(iv)

taking all necessary actions to protect and preserve the Debtors estates,
including prosecuting actions on the Debtors behalf, defending any action
commenced against the Debtors, and representing the Debtors in
negotiations concerning litigation in which the Debtors are involved,
including objections to claims filed against the Debtors estates;

(v)

preparing pleadings in connection with these chapter 11 cases, including

motions, applications, answers, orders, reports, and papers necessary or
otherwise beneficial to the administration of the Debtors estates;

(vi)

representing the Debtors in connection with obtaining authority to

continue using cash collateral and postpetition financing;

(vii)

advising the Debtors in connection with any potential sale of assets;

(viii)

appearing before the Court and any appellate courts to represent the
interests of the Debtors estates;

(ix)

advising the Debtors regarding tax matters;

(x)

taking any necessary action on behalf of the Debtors to negotiate, prepare,

and obtain approval of a disclosure statement and confirmation of a
chapter 11 plan and all documents related thereto; and

(xi)

performing all other necessary legal services for the Debtors in connection
with the prosecution of these chapter 11 cases, including: (i) analyzing the
Debtors leases and contracts and the assumption and assignment or
rejection thereof; (ii) analyzing the validity of liens against the Debtors;
and (iii) advising the Debtors on corporate and litigation matters.

Professional Compensation
8.

Bracewell intends to apply for compensation for professional services rendered

and reimbursement of expenses incurred in connection with these chapter 11 cases, subject to the
Courts approval and in compliance with applicable provisions of the Bankruptcy Code, the
Bankruptcy Rules, the Local Rules and any other applicable procedures or orders of the Court.
The hourly rates and corresponding rate structure Bracewell will use in these chapter 11 cases
are the same as the hourly rates and corresponding rate structure that Bracewell uses in other
restructuring matters, as well as similar complex corporate, securities, and litigation matters
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whether in court or otherwise, regardless of whether a fee application is required. These rates
and the rate structure reflect that such restructuring and other complex matters typically are
national in scope and involve great intricacy, high stakes, and severe time pressures.
9.

Bracewell operates in a national marketplace for legal services in which rates are

driven by multiple factors relating to the individual lawyer, his or her area of specialization, the
firms expertise, performance, and reputation, the nature of the work involved, and other factors.
10.

Bracewells hourly rates for matters related to these chapter 11 cases range as

follows:

11.

Billing Category

Range

Partners

$750-1,050

Counsel /
Associates
Paraprofessionals

$385-760
$300 - 310

The following professionals presently are expected to have primary responsibility

for providing services to the Debtors: Robert G. Burns ($1,050.00), Robin J. Miles ($975.00);
Mark Dendinger ($685.00) and Rebekah T. Scherr ($455.00). In addition, as necessary, other
Bracewell professionals and paraprofessionals will provide services to the Debtors.3
12.

Bracewells hourly rates are set at a level designed to compensate Bracewell fairly

for the work of its attorneys and paraprofessionals and to cover fixed and routine expenses.
Hourly rates vary with the experience and seniority of the individuals assigned. These hourly
rates are subject to periodic adjustments to reflect economic and other conditions.4
3

Although Bracewell does not anticipate using contract attorneys during these chapter 11 cases, in the unlikely
event that it becomes necessary to use contract attorneys, Bracewell will not charge a markup to the Debtors with
respect to fees billed by such attorneys. Moreover, any contract attorneys or non-attorneys who are employed by
the Debtors in connection with work performed by Bracewell will be subject to conflict checks and disclosures in
accordance with the requirements of the Bankruptcy Code.
For example, like many of its peer law firms, Bracewell increases the hourly billing rate of attorneys and
paraprofessionals each year in the form of: (i) step increases historically awarded in the ordinary course on the
basis of advancing seniority and promotion and (ii) periodic increases within each attorneys and

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Bracewell lawyers have represented the Debtors in general corporate matters

since the beginning of 2006. Bracewell also represented the Debtors during the three month
period before the Petition Date, using the hourly rates listed above. Moreover, these hourly rates
are consistent with the rates that Bracewell charges other comparable chapter 11 clients.
14.

The Debtors have undertaken certain steps to ensure that the rate structure

provided by Bracewell is appropriate and is not significantly different from (a) the rates that
Bracewell charges for non-bankruptcy representations or (b) the rates of other comparably
skilled professionals.
15.

It is Bracewells policy to charge its clients in all areas of practice for

identifiable, non-overhead expenses incurred in connection with the clients case that would not
have been incurred except for representation of that particular client. It is also Bracewells
policy to charge its clients only the amount actually incurred by Bracewell in connection with
such items.

Examples of such expenses include postage, overnight mail, courier delivery,

transportation, overtime expenses, computer-assisted legal research, photocopying, outgoing

facsimile transmissions, airfare, meals and lodging.
16.

To ensure compliance with all applicable deadlines in these chapter 11 cases,

Bracewell utilizes the services of overtime secretaries. Bracewell will bill the Debtors for
overtime secretarial charges that arise out of business necessity.

In addition, Bracewell

professionals also may charge their overtime meals and overtime transportation to the Debtors
consistent with prepetition practices.

paraprofessionals current level of seniority. Generally, Bracewell adjusts the billing rates of its attorneys on
November of each year. The last increase was November 1, 2015. The next expected increase will be November
1, 2016. As set forth in the Order, Bracewell will provide ten business days notice to the Debtors, the U.S.
Trustee, and any official committee before implementing any periodic increases, and shall file such notice with
the Court.

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As of the Petition Date, the Debtors do not owe Bracewell any amounts for legal

services rendered before the Petition Date, although certain expenses and fees may have been
incurred by Bracewell, but not yet applied to Bracewells retainer. Such amounts, if any, would
be less than the balance of Bracewells retainer as of the Petition Date.
22.

Pursuant to Bankruptcy Rule 2016(b), Bracewell has not shared nor agreed to

share (a) any compensation it has received or may receive with another party or person, other
than the partners, associates, and contract attorneys associated with Bracewell or (b) any
compensation another person or party has received or may receive.
Bracewells Disinterestedness
23.

In connection with its proposed retention by the Debtors in these chapter 11 cases,

Bracewell undertook to determine whether it had any conflicts or other relationships that might
cause it not to be disinterested or to hold or represent an interest adverse to the Debtors.
Specifically, Bracewell obtained from the Debtors and their representatives the names of
individuals and entities that may be parties in interest in these chapter 11 cases (the Potential
Parties in Interest) and such parties are listed on Schedule 1 attached hereto. Bracewell has
searched on its electronic database for its connections to the entities listed on Schedule 1
attached hereto. To the extent I have been able to ascertain that Bracewell has been retained
within the last three years to represent any of the Potential Parties in Interest (or their affiliates,
as the case may be) in matters unrelated to these cases, such facts are disclosed on Schedule 2
attached hereto.
24.

Bracewell and certain of its partners and associates may have in the past

represented, may currently represent, and likely in the future will represent, parties in interest in
these chapter 11 cases in connection with matters unrelated (except as otherwise disclosed
herein) to the Debtors and these chapter 11 cases. Bracewell has searched on its electronic
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database for its connection to the entities listed on Schedule 1 attached hereto. The information
listed on Schedule 1 may have changed without our knowledge and may change during the
pendency of these chapter 11 cases. Accordingly, Bracewell will update this Declaration as
necessary and when Bracewell becomes aware of additional material information. The following
is a list of the categories that Bracewell has searched:7
Schedule
1(a)

Category8
Current and Recent Former Entities Affiliated with the Debtors

1(b)

Current and Recent Former Directors and officers

1(c)

Contractual Counterparties

1(d)

Equity Holders

1(e)

Insurers

1(f)

Lenders

1(g)

First and Second Lien Secured Notes

1(h)

8.875% Senior Note Holders

1(i)

Senior PIK Toggle Notes

1(j)

Term Loan, Security and Guaranty Agreement

1(k)

Credit Agreement

1(l)

Professionals

1(m)

Ordinary Course Professionals

1(n)

Significant Vendors

1(o)

Taxing Authorities

Bracewells inclusion of parties in the following schedules is solely to illustrate Bracewells conflict search
process and is not an admission that any party has a valid claim against the Debtors or that any party properly
belongs in the schedules or has a claim or legal relationship to the Debtors of the nature described in the
schedules.
Certain parties may fall under multiple categories. To avoid redundancy and duplication, each vendor typically
appears on one schedule. There is not a separate category for top 30 unsecured creditors, however they are
identified in each separate schedule.

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1(p)

Telecom Utilities

1(q)

United States Trustee, Judges, and Court Contracts for the District

1(r)

Utilities

1(s)

Regulatory Agencies

1(t)

Litigation Counterparties

1(u)

Surety Bond Holders

25.

In addition, Bracewell is or has been engaged in a number of matters in which

attorneys and other professionals representing various parties in interest in these cases are
involved.

Moreover, due to the nature and size of its practice, Bracewell has or has had

relationships as counsel, co-counsel or referring counsel with many major law firms in most, if
not all, major cities in the United States, which includes law firms representing creditors or other
parties in interest in these chapter 11 cases. All such relationships are on matters unrelated to
these cases.
26.

Prior to joining Bracewell, certain Bracewell lawyers may have worked at other

law firms, companies, or other employers that are involved or may become involved in these
chapter 11 cases. To the best of my knowledge, such Bracewell lawyers work at these prior
establishments was unrelated to these chapter 11 cases.
27.

To the best of my knowledge, (a) Bracewell is a disinterested person within the

meaning of section 101(14) of the Bankruptcy Code, as required by section 327(a) of the
Bankruptcy Code, and does not hold or represent an interest adverse to the Debtors estates and
(b) Bracewell has no connection to the Debtors, their creditors, or other parties in interest, except
as may be disclosed in this Declaration.

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Listed on Schedule 2 to this Declaration are the results of Bracewells conflicts

searches of the above-listed entities.9 For the avoidance of doubt, Bracewell will not commence
a cause of action in these chapter 11 cases against the parties listed on Schedule 2 that are
specifically identified as current clients of Bracewell unless Bracewell has an applicable waiver
on file or first receives a waiver from such party allowing Bracewell to commence such an
action. To the extent that a waiver does not exist or is not obtained from such client and it is
necessary for the Debtors to commence an action against that client, the Debtors will be
represented in such particular matter by conflicts counsel.10
29.

Of the clients listed on Schedule 2, only Bracewells work for Venoco, Inc., and

its affiliates listed on the schedule represented more than one percent of Bracewells fee receipts
for the twelve-month period ending on March, 2016.
30.

Bracewells conflicts search of the parties in interest listed on Schedule 1 (that

Bracewell was able to locate using its reasonable efforts) reveals, to the best of Bracewells
knowledge, that those Bracewell attorneys and paraprofessionals who previously worked at other
law firms that represented certain potential parties in interest in these chapter 11 cases have not
worked on matters relating to the Debtors restructuring efforts while at Bracewell.
31.

Based on the conflicts search conducted to date and described herein, to the best

of my knowledge, neither I, Bracewell, nor any partner or associate thereof, insofar as I have
9

As referenced in Schedule 2, the term current client means a client to whom time was posted in the last 12
months preceding the Petition Date. As referenced in Schedule 2, the term former client means a client to
whom time was posted between 12 and 36 months preceding the Petition Date. As a general matter, Bracewell
discloses connections with former clients or closed clients for whom time was posted in the last 36 months, but
does not disclose connections if the time was billed more than 36 months before the Petition Date.

10

Contemporaneously with this Application, the Debtors have also filed an application to employ and retain Morris,
Nichols, Arsht & Tunnell LLP (Morris Nichols) as Bracewells local counsel in connection with these chapter
11 cases. Morris Nichols will handle matters that the Debtors may encounter that cannot be handled appropriately
by Bracewell because of a conflict of interest. It is intended that the services of Morris Nichols shall complement,
and not duplicate, the services to be rendered by Bracewell. Indeed, the Debtors are extremely mindful of the
need to avoid duplication of services and appropriate procedures will be implemented to ensure that there is no
such duplication.

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been able to ascertain, have any connection with the Debtors, their creditors, or any other parties
in interest, their respective attorneys and accountants, the Office of the United States Trustee for
the District of Delaware (the U.S. Trustee), or any person employed in the Office of the U.S.
Trustee, any Bankruptcy Judge currently serving on the United States Bankruptcy Court for the
District of Delaware, except as disclosed or otherwise described herein.
32.

Bracewell will review its files periodically during the pendency of these chapter

11 cases to ensure that no other conflicts or other disqualifying circumstances exist or arise. If
any new relevant facts or relationships are discovered or arise, Bracewell will use reasonable
efforts to identify such further developments and will file promptly a supplemental declaration,
as required by Bankruptcy Rule 2014(a).
33.

Generally, it is Bracewells policy to disclose clients in the capacity that they first

appear in a conflicts search.

For example, if a client already has been disclosed in this

Declaration in one capacity (e.g., a utility), and the client appears in a subsequent conflicts
search in a different capacity (e.g., a vendor), Bracewell does not disclose the same client again
in supplemental declarations, unless the circumstances are such in the latter capacity that
additional disclosure is required.
34.

From time to time, Bracewell may have referred work to other professionals

involved in these chapter 11 cases. Likewise, certain such professionals may have referred work
to Bracewell.
35.

Certain insurance companies pay the legal bills of Bracewells clients. Some of

these insurance companies may be involved in these chapter 11 cases. None of these insurance
companies, however, are Bracewell clients as a result of the fact that they pay legal fees on
behalf of Bracewell clients.

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Specific Disclosures
36.

As specifically set forth below and in the attached exhibits, Bracewell represents

certain of the Debtors creditors or parties in interest in ongoing matters unrelated to the Debtors
and these chapter 11 cases. None of the representations described herein are materially adverse
to the interests of the Debtors estates. Moreover, pursuant to section 327(c) of the Bankruptcy
Code, Bracewell is not disqualified from acting as the Debtors counsel merely because it
represents certain of the Debtors creditor or other parties in interest in matters unrelated to these
chapter 11 cases. Other Disclosures
37.

As mentioned, Bracewell lawyers have represented the Debtors in general

corporate matters since the beginning of 2006.

I do not believe that Bracewells prior

representation of the Debtors in general corporate matters unrelated to these chapter 11 cases
prevents Bracewell from being a disinterested party under the Bankruptcy Code.
38.

Finally, certain interrelationships exist among the Debtors. Nevertheless, the

Debtors have advised Bracewell that the Debtors relationships to each other do not pose any
conflict of interest because of the general unity of interest among the Debtors. Insofar as I have
been able to ascertain, I know of no conflict of interest that would preclude Bracewells joint
representation of the Debtors in these chapter 11 cases.
Affirmative Statement of Disinterestedness
39.

Based on the conflicts search conducted to date and described herein, to the best

of my knowledge and insofar as I have been able to ascertain, (a) Bracewell is a disinterested
person within the meaning of section 101(14) of the Bankruptcy Code, as required by section
327(a) of the Bankruptcy Code, and does not hold or represent an interest adverse to the Debtors
estates and (b) Bracewell has no connection to the Debtors, their creditors, or other parties in
interest, except as may be disclosed herein.
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Pursuant to 28 U.S.C. 1746, I declare under penalty of perjury that the foregoing is true
and correct to the best of my knowledge and belief.
Dated: March 31, 2016
Respectfully submitted,
/s/ Robert G. Burns
Robert G. Burns
Partner, Bracewell LLP

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SCHEDULE 1
The following lists contain the names of reviewed entities as described more fully in the
Declaration of Robert G. Burns in Support of the Debtors Application for the Entry of an Order
Authorizing the Retention and Employment of Bracewell LLP as Attorneys for the Debtors and
Debtors in Possession Effective Nunc Pro Tunc to the Petition Date (the Burns Declaration).
Where the names of the entities reviewed are incomplete or ambiguous, the scope of the search
was intentionally broad and inclusive, and Bracewell LLP reviewed each entity in its records, as
more fully described in the Burns Declaration, matching the incomplete or ambiguous name.

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SCHEDULE 1
List of Schedules
Schedule

Category

1(a)

Current and Recent Former Entities Affiliated with the Debtors

1(b)

Current and Recent Former Directors and officers

1(c)

Contractual Counterparties

1(d)

Equity Holders

1(e)

Insurers

1(f)

Lenders

1(g)

First and Second Lien Secured Notes

1(h)

8.875% Senior Note Holders

1(i)

Senior PIK Toggle Notes

1(j)

Term Loan, Security and Guaranty Agreement

1(k)

Credit Agreement

1(l)

Professionals

1(m)

Ordinary Course Professionals

1(n)

Significant Vendors

1(o)

Taxing Authorities

1(p)

Telecom Utilities

1(q)

United States Trustee, Judges, and Court Contracts for the District

1(r)

Utilities

1(s)

Regulatory Agencies

1(t)

Litigation Counterparties

1(u)

Surety Bond Holders

Notes
(1) Certain parties may fall under multiple categories. To avoid redundancy and duplication,
each vendor typically appears on one schedule.
(2) Signifies a top 30 unsecured creditor as of the Chapter 11 cases were commenced.

#5091396.1

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Schedule 1(a)
Current and Recent Former Entities Affiliated with the Debtors
Denver Parent Corporation
Venoco, Inc.
Ellwood Pipeline, Inc.
TexCal Energy (LP) LLC
Whittier Pipeline Corporation
TexCal Energy (GP) LLC
TexCal Energy South Texas, L.P.

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Schedule 1(b)
Current and Recent Former Directors and officers
Timothy M. Marquez
Mark A. DePuy
Scott M. Pinsonnault
Brian Donovan
Joseph A. Bondi
Joel L. Reed
Richard S. Walker
Edward J. ODonnell
Timothy A. Ficker
Terry L. Anderson
Ian Livett
Beth Behnke
Michael Edwards
Doug Griggs
Michael Wracher
Rich Keller
Heather Hatfield

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Schedule 1(c)
Contractual Counterparties
Acteon US Holdings, Ltd

Irwin Industries Inc.

ADP (Workforce Now)

JD Rush Company, Inc

All Copy Products

JLT Specialty Insurance Services, Inc.

Anterra Energy Services Inc

Kenai Drilling Limited

Apollo Capital Management LP

Krummrich Engineering Corporation

Ardent Companies Inc.

Mast Capital Management, Llc

Baker Hughes Business Support Serv

McCabe & Company, Inc.

Baker Hughes Oilfield Operations Inc.

Mcgriff Seibels & Williams of Texas Inc

Baker Petrolite Corporation

Merrill Lynch Commodities, Inc.

Blackstone Advisory Partners LP

Nalco Company

Cameron Solutions Inc

National Tank Company

Canrig Drilling Technology

Oil Well Service Co.

Citibank

Phillips 66

Credit Suisse

Safety Tek Industries, Inc

Diligent Boardbooks

Schlumberger Technology Corporation

Dow Chemical Company

State Of California, State Lands

Exlp Operating LLC

Commission

Exterran Partners

Terrain Consulting Inc

Exxon Mobil Global Services Company

The Bank of Nova Scotia

Exxon Mobil Production Company

U.S. Bank National Association

Geo Drilling Fluids, Inc.

Verizon Wireless

Haaland Diving Inc

Weatherford International Inc

Halliburton Energy Service, Inc.

West Coast Welding & Construction Inc

Interact PMTI

Western Wireline, Inc

Irwin Holdings Company

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Schedule 1(d)
Equity Holders
The Denver Foundation
Bankers Trust Company of South Dakota
University of Denver
Colorado School of Mines Foundation, Inc.
Rose Community Foundation
Marquez Trust
Timothy and Bernadette Marquez Foundation
Timothy M. Marquez
Bernadette B Marquez Trust
Timothy M Marquez Trust

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Schedule 1(e)
Insurers
ACE American Insurance Company
AGCS Marine Insurance Company
Federal Insurance Company
Travelers Property Casualty Company of America / St. Paul Fire & Marine Insurance Company
Travelers Property Casualty Company of America
Lloyds of London Syndicate #33
Various Lloyds of London Syndicates
Various Lloyds of London Syndicates through Prosight, IR Underwriting & Talbot
Various Lloyds of London Syndicates and Certain Insurance Companies
AIG - Illinois National Insurance Company
AIG - National Union Fire Insurance Company of Pittsburgh, PA
Chubb - Federal Insurance Company
Freedom Specialty Insurance Company (Nationwide)
QBE Insurance Corporation
RLI Insurance Company
Starr Indemnity & Liability Company
XL Specialty Insurance Company
Zurich Insurance Company Ltd.
Aspen US Insurance Group
Argo Group International Holdings, Ltd.
JLT Specialty USA
McGriff, Seibels & Williams of Texas

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Schedule 1(f)
Lenders
Apollo Capital Management LP
Deutsche Bank Trust Company Americas
Aon Risk Services Southwest Inc.
US Bank Trust NA
Wilmington Savings Fund Society, FSB

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Schedule 1(g)
First and Second Lien Secured Notes
Trustee and Collateral Agent:
US Bank National Association

Holders:
Apollo Centre Street Partnership, L.P.
Apollo Credit Opportunity Trading Fund III
Apollo Franklin Partnership, L.P.
Apollo Investment Corporation
Apollo SK Strategic Investments, L.P.
Apollo Special Opportunities Managed Account, L.P.
Apollo SPN Investments I (Credit), LLC
Apollo Zeus Strategic Investments, L.P.
Mast Credit Opportunities I Master Fund Limited
Mast OC I Master Fund LP
Mast OC I Master Fund LP Class L
Mast Select Opportunities Master Fund LP
Virtus Alternative Income Solutions Fund
Virtus Alternative Total Solutions Fund

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Schedule 1(h)
8.875% Senior Note Holders
Trustee:

American Century Investment Management,

US Bank National Association

Inc.

Lenders:

DuPont Capital Management Corporation

Candlewood Investment Group, L.P.

Sierra Pacific Securities, LLC

Blackgold Capital Management, L.P.

Millennium Advisors, LLC

Pentwater Capital Management, L.P.

Morgan Stanley & Company, LLC

Wingspan Investment Management, L.P.

MAST Capital Management, LLC

Highland Capital Management, L.P.

State Street Global Advisors (SSgA)

Hartford Investment Management Company

Beach Point Capital Management, L.P.

New Generation Advisors, LLC

Peritus I Asset Management, LLC

Stone Harbor Investment Partners, L.P.

Benefit Street Partners, LLC

Citigroup Global Markets, Inc.

Yorktown Management & Research

Apollo Management, L.P.

Company, Inc.

PIMCO - Pacific Investment Management

Brookfield Investment Management, Inc.

Company

BlackRock Advisors, LLC

Euroclear Bank

Opus Investment Management, Inc.

Driehaus Capital Management, LLC

Macquarie Bank, LTD

Credit Suisse Securities (USA), LLC

BNP Paribas Investment Partners Belgium

Amzak Capital Management, LLC

S.A.

Garland Business Corp

Newfleet Asset Management, LLC

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Schedule 1(i)
Senior PIK Toggle Notes
Blackgold Capital Management, L.P.
Indaba Capital Management, L.P.
Beach Point Capital Management, L.P.
Carlson Capital, L.P.
PPM America, Inc.
Apollo Management, L.P.
Nomura Corporate Research and Asset
Management, Inc. (U.S.)
Pine River Capital Management
Pentwater Capital Management, L.P.
Amzak Capital Management, LLC
UBS Securities, LLC (U.S.)
Driehaus Capital Management, LLC

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Schedule 1(j)
Term Loan, Security and Guaranty Agreement
Administrative Agent and Collateral Agent:
Deutsche Bank AG New York Branch

Lender
Deutsche Bank Securities Inc.
Deutsche Bank AG, London Branch

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Schedule 1(k)
Credit Agreement
Administrative Agent and Lender:
Citibank, N.A.

Lender:
The Bank of Nova Scotia
KeyBank National Association
Bank of America, N.A.
RB International Finance (USA) LLC
BOFK, NA dba Bank of Oklahoma
Amegy Bank National Association
Credit Suisse AG, Cayman Islands Branch
Santander Bank, N.A.
ABN Amro Capital USA LLC
CIT Finance LLC

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Schedule 1(l)
Professionals
Bracewell LLP
Deloitte LLP
Morris Nichols Arsht & Tunnell LLP
PJT Partners Inc.
Ernst & Young US LLP
BMC Group, Inc.

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Schedule 1(m)
Ordinary Course Professionals
Andrews Kurth LLP
Armbruster Goldsmith & Delvac LLP
Buynak, Fauver, Archbald & Spray LLP
Cornerstone Research
Davis Graham & Stubbs LLP
Day Carter & Murphy LLP
Diepenbrock Elkin LLP
EKS & H LLP
Gibbs & Bruns LLP
Gilchrist & Rutter Professional Corp
Goodin Macbride Squeri Day & Lamprey LLP
Greenberg Glusker Fields Et Al LLP
Hein & Associates LLP
Hicks Thomas & Lilienstern LLP
K E Andrews & Company
Kassouni Law
Kilpatrick Townsend & Stockton LLP
Marshall Law Group
Morgan Lewis and Bockius LLP
Sheppard Mullin Richter & Hampton LLP
Stoel Rives LLP
Tatro Tekosky Sadwick LLP
White & Case LLP

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Schedule 1(n)
Significant Vendors
All Copy Products Inc

Krummrich Engineering Corporation

Anterra Energy Services Inc

LSA Associates, Inc.

Arcadis Us, Inc.

McCabe & Company

Ardent Companies Inc

Mountain Aviation Inc

Aspen Helicopters Inc

Nalco Company

Baker Hughes Business Support Service

Office of Natural Resources

Belvedere Hotel Partnership

Office of State Controller

Beverly Hills Unified School

Pacific Coast Energy Company

C & C Boats, Inc.

Patriot Environmental Services

California Independent Petrole

Phillips 66 Company

California Sandblasting & Coating Inc

Pipeline Association for Public Awareness

Canrig Drilling Technology Ltd

Qualspec LLC

Case Company

Redwood Pacific Public Affairs

Clean Seas LLC

Robert A Booher Consulting

Compliance Services Inc

Spectrum Campaigns

Crimson California Pipeline LP

Safety Tek Industries LLC

Degolyer and Macnaughton

Schlumberger Technology Corporation

Donald T Sterling, Ttee

Sodexo Remote Sites Partnership

Dow Chemical Company

Southern California Gas Company

EK and Sunkin LLC

State Lands Commission

Geo Drilling Fluids Inc

Superior Tank Company Inc

Gilson Government Strategies

Tatro Tekosky Sadwick LLP

HB Rentals

Terrain Consulting

Instrument Control Services

Thomas & Beers

Iron Mountain Information Management,

URS Corporation

Inc.

Weatherford Us LP

JD Rush Company Inc

West Coast Welding & Construction

Kenai Drilling Limited

Witt O'Briens LLC

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Schedule 1(o)
Taxing Authorities
Office of the Ventura County Treasurer-Tax
Collector
County of Glenn Tax Collector
Kern County Treasurer-Tax Collector

State of Delaware
Finance Administration Department - City
of Beverly Hills
State of California Department of
Conservation

Los Angeles County Treasurer and Tax

Collector

City and County of Denver

Monterey County Treasurer-Tax Collector

Oregon Department of Revenue

Orange County Treasurer-Tax Collector

Internal Revenue Service

County of Santa Barbara Treasurer-Tax

Collector

California State Board of Equalization

State Treasurer of California

Solano County Treasurer Tax Collector

Manager of Finance Treasury Division
City and County of Denver

Solano County Assessor/Recorder Fuel

Tax Division
Colorado Department of Revenue

Ventura County Treasurer-Tax Collector

United States Treasury
State of California Franchise Tax Board
Texas State Comptroller
Delaware Secretary of State

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Schedule 1(p)
United States Trustee, Judges, and Court Contracts
for the District of Delaware (and Key Staff Members)
Attix, Lauren

Murray, Tony

Buchbinder, David

OMalley, James R.

Carey, Kevin J.

Panacio, Michael

Casey, Linda

Patton, Tiiara

Cox, Natalie

Sarkessian, Juliet

Dice, Holly

Schepacarter, Richard

Dortch, Shakima L.

Serrano, Edith

Fox, Timothy

Shannon, Brendan L.

Gerardi, David

Silverstein, Laurie S.

Giordano, Diane

Sontchi, Christopher S.

Green, Christine

Starr, Karen

Gross, Kevin

Tinker, T. Patrick

Hackman, Benjamin

Vara, Andy

Heck, Jeffrey

Vinson, Ramona

Kenney, Mark

Walrath, Mary F.

Leamy, Jane

West, Michael

McCollum, Hannah

Wynn, Dion

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Schedule 1(q)
Utilities
ACC Business a division of AT&T
AT&T Inc.
AT&T Mobility LLC
Carpinteria Valley Water District
Centurylink, Inc.
City of Beverly Hills Municipal Corporation
City of Taft California
City of Ventura
Cox Communications, Inc.
Goleta Water District
Pacific Gas And Electric Company
Southern California Edison Company
Sprint Communications Company L.P.
Valley Water Management Co.
Verizon California, Inc.
Verizon Wireless, Inc.
Waste Management of Alameda Co Inc.
West Kern Water District
Southern California Gas Company
Satcom Global, Inc.

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Schedule 1(r)
Regulatory Agencies
Department of Interior Bureau of Land
Management
Federal Energy Regulatory Commission
U.S. Environmental Protection Agency
U.S. Fish And Wildlife Service
Calfire/Office of The State Fire Marshal
California Coastal Commission
California Fish and Game Commission
Department of the California Highway
Patrol
Carpinteria-Summerland Fire Protection
District
City of Beverly Hills Municipal Corporation
City of Carpinteria, California
City of Goleta, California
The City of Oxnard, California
City of Taft, California
City of Ventura, California
County of Kern, Public Health Services,
Environmental Health Division
County of Kern, Building Inspection
Division
Los Angeles County Department of Public
health L/P Unit
County of Santa Barbara, California
County of Santa Barbara, Public Health
Department, Environmental Health Services
County of Santa Barbara, Planning &
Development
County of Santa Barbara, Planning &
Development, Energy Division
County of Ventura, Environmental Health
Division
County of Ventura, Planning Division
California Department of Fish And Wildlife
State of California, Department of Toxic
Substances Control, Office of Scientific
Affairs

Orange County Regulatory Affairs

Department of Public Works, Los Angeles
County
Los Angeles County Fire Department
Monterey County, California, Health
Department, Environmental Health
Monterey County, California, Resource
Management Agency, Planning Department
Monterey County, California, RecorderCounty Clerk
Office of Natural Resources Revenue, U.S.
Department of the Interior
Santa Barbara County, California
Santa Barbara County Air Pollution Control
District
Santa Barbara County, Environmental
Health Services, Certified Unified Program
Agency
Santa Barbara County Fire Department
Santa Barbara Countys Clerk-Recorder
Secretary of State California
South Coast Air Quality Management
District
California State Lands Commission
California Department of Parks and
Recreation
California Environmental Protection
Agency, State Water Resources Control
Board
U.S. Department of the Interior
U.S. Department of Transportation
Ventura County Air Pollution Control
District
Ventura County Fire Protection District
California State Board of Equalization
City of Los Angeles

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Schedule 1(s)
Litigation Counterparties

Burlington Resources Oil & Gas Co.

PetroMax Operating Co.
Denbury Onshore, LLC
Centennial Insurance Company
Great American Insurance Company
City of Goleta
Plains All American Pipeline
City of Beverly Hills
B.P. America
Irwin Barr

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Schedule 1(t)
Surety Bond Holders
US Specialty Insurance Company
Aspen US Insurance Group
Argonaut Insurance Company
Aon Risk Services Southwest Inc

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Schedule 2
Potential Parties in Interest

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Blackstone Advisory Partners LP

GDF SUEZ Energy North

America, Inc.

Current

BMC Group, Inc.

BMC Software, Inc.

Former

BMC Group, Inc.

Misui E&P Middle East B.V.

Current

BMC Group, Inc.

Butler Manufacturing, a division

of Bluescope Buildings Nort.

Current

BOFK, N.A. dba Bank of

Oklahoma

Bosc, Inc.

Current

BP America

BP America

Current

Brookfield Investment
Management, Inc.

Brookfield Transmission

Current

Brookfield Investment
Management, Inc.

Brookfield Renewable Energy

Current

Brookfield Investment
Management, Inc.

Brookfield Infrastructure Group

Current

Brookfield Investment
Management, Inc.

Brookfield Asset Management

Current

Burlington Resources Oil & Gas

Co.

Phillips 66

Current

C & C Boats, Inc.

Driscoll Children's Hospital

Former

C & C Boats, Inc.

Contreras, Roberto

Former

CIT Finance LLC

CIT Energy

Current

Citibank

Citibank

Current

Citibank

Citibank

Current

Clean Seas LLC

XTO Energy Inc.

Former

Clean Seas LLC

Exxon Mobil Corporation

Current

County of Glenn Tax Collector

Hamilton City

Former

Credit Suisse

Credit Suisse

Current

Deloitte LLP

Constellation NewEnergy-Gas,
Inc.

Former

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Deloitte LLP

Siro Group

Former

Denbury Onshore, LLC

Denbury Resources, Inc.

Current

Deutsche Bank

Deutsche Bank

Current

Dow Chemical Company

Dow Corning Corporation

Current

Dow Chemical Company

Xtreme Power, Inc.

Former

DuPont Capital Management

Corporation

E.i. DuPont de Nemours & Co.

Current

Ernst & Young US LLP

McKee Nelson LLP

Current

EXLP Operating LLC

Archrock

Current

Exterran Partners

Archrock

Current

Exxon Mobil

Exxon Mobil

Former

Freedom Specialty Insurance

Company (Nationwide)

Astoria Energy Lenders

Current

Gibbs & Bruns LLP

Gibbs & Bruns LLP

Former

Great American Insurance

Company

Tiger Capital, SB Capital and

Great American, a JV

Current

Halliburton Energy Service

Halliburton Energy Service

Current

Hartford Investment
Management Company

Hartford Insurance Group

Current

HB Rentals

Pumpco Energy Services, Inc.

Former

HB Rentals

Hamm & Phillips Service

Company, Inc.

Former

Highland Capital Management,

L.P.

Highland Capital Management,

L.P.

Current

Irwin Industries Inc.

Newell Rubbermaid, Inc.

Former

Joseph A. Bondi

Alvarez & Marsal

Former

Kenai Drilling Limited

Marathon Oil corporation

Former

Kenai Drilling Limited

Tesoro Refining Company

Current

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Los Angeles County Treasurer

and Tax Collector

Hearst Corporation

Current

LSA Associates, Inc.

Nabors Drilling International

Former

LSA Associates, Inc.

OiltankingTexas City, LP

Current

McGriff, Seibels & Williams of

Texas

BM&T Capital Markets

Current

McGriff, Seibels & Williams of

Texas

BM&T Dallas

Current

Merrill Lynch Commodities

Merrill Lynch Commodities

Current

Morgan Lewis and Bockius LLP

HerJustice

Former

Nalco Company

Nalco Champion

Current

Nalco Company

Champion Technologies

Current

Nalco Company

Ecolab Inc.

Current

Nalco Company

CASA of West Texas

Former

Office of Natural Resources

United Nations High

Commissioner for Refugees

Former

Office of the Ventura County

Treasurer - Tax Collector

Genesee & Wyoming, Inc.

Current

Orange County Treasurer - Tax

Collector

Clark Construction Group, LLC

Former

Orange County Treasurer - Tax

Collector

Hearst Corporation

Current

Pacific Gas and Electric

Company

Interstate Natural Gas

Association of America
(INGAA)

Current

PetroMax Operating Co.

PetroMax Operating Co., Inc.

Former

Phillips 66

Phillips 66

Current

PIMCO Pacific Investment

Management Company

Allianz Global Investors

Current

Plains All American

Plains All American

Current

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Richard S. Walker

Arvest Bank

Current

Schlumberger Technology
Corporation

Schlumberger Technical
Services, Inc.

Former

Schlumberger Technology
Corporation

Schlumberger Technology
Corporation

Former

Schlumberger Technology
Corporation

Schlumberger Limited

Former

Sheppard Mullin Richter &

Hampton LLP

Sheppard Mullin Richter &

Hampton LLP

Former

Sheppard Mullin Richter &

Hampton LLP

Barcel USA LLC

Former

Sheppard Mullin Richter &

Hampton LLP

Madmann Trademark Holding

Company, Ltd.

Current

Sheppard Mullin Richter &

Hampton LLP

Inflight Productions USA Inc.

Current

Southern California Edison

Company

Midwest Generation EME, LLC

Former

Southern California Edison

Company

KBR

Current

Southern California Gas

Company

KBR

Current

Starr Indemnity & Liability

Company

Starr Companies

Current

State of California, State Lands

Commission

Thomas Properties Group, Inc.

Former

State of Delaware

Macquarie Bank Limited London

Current

State of Delaware

National Wildlife Federation

Current

Terry L. Anderson

Yellowstone Academy

Current

Texas State Comptroller

Texas State Comptroller

Current

The Bank of Nova Scotia

Bank of Nova Scotia

Current

The Bank of Nova Scotia

Scotia Capital (USA) Inc.

Current

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The Bank of Nova Scotia

Scotia Capital Inc. - (Canada)

Current

UBS Securities LLC (U.S.)

UBS Energy LLC

Current

U.S. Bank

U.S. Bank

Current

U.S. Bank, N.A.

U.S. Bank, N.A.

Current

URS Corporation

URS Federal Services

Current

URS Corporation

Crescent Real Estate Equities

Ltd.

Current

Verizon Wireless

Verizon Wireless (Central Texas)

Current

Verizon Wireless

Verizon Wireless (Houston/Gulf

Coast)

Current

Waste Management of Almeda

Co Inc.

Waste Management

Current

Waste Management of Almeda

Co Inc.

Waste Management, Inc.

Current

Waste Management of Almeda

Co Inc.

McGinnes Industrial
Maintenance Corporation

Current

Waste Management of Almeda

Co Inc.

Veolia ES Industrial Services,

Inc.

Current

Weatherford International, Inc.

Weatherford Aerospace, Inc.

Former

Weatherford International, Inc.

Weatherford Farms

Current