IN THE UNITED STATES BANKRUPTCY COURT FOR THE...

4828-4505-0240v1 2946830-000001

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE SOUTHERN DISTRICT OF TEXAS

HOUSTON DIVISION

IN RE:

FRANCIS' DRILLING FLUIDS, LTD., et al.,

Debtors.1

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Case No. 18-35441

Chapter 11

(Jointly Administered)

EXPEDITED APPLICATION TO EMPLOY BAKER DONELSON AS LOCAL

COUNSEL FOR THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS

A HEARING WILL BE CONDUCTED ON THIS MATTER ON

DECEMBER 20, 2018 AT 9:00 A.M. IN COURTROOM 404, 4TH FLOOR,

UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN

DISTRICT OF TEXAS, 515 RUSK AVENUE, HOUSTON, TEXAS 77002.

IF YOU OBJECT TO THE RELIEF REQUESTED, YOU MUST

RESPOND IN WRITING, SPECIFICALLY ANSWERING EACH

PARAGRAPH OF THIS PLEADING. EXPEDITED RELIEF HAS BEEN

REQUESTED AND THE COURT HAS SHORTENED THE TIME FOR

FILING RESPONSES. UNLESS OTHERWISE DIRECTED BY THE

COURT, YOU MUST FILE YOUR RESPONSE WITH THE CLERK OF

THE BANKRUPTCY COURT WITHIN SEVEN (7) DAYS FROM THE

DATE YOU WERE SERVED WITH THIS PLEADING. YOU MUST

SERVE A COPY OF YOUR RESPONSE ON THE PERSON WHO SENT

YOU THE NOTICE; OTHERWISE THE COURT MAY TREAT THE

PLEADING AS UNOPPOSED AND GRANT THE RELIEF REQUESTED

PRIOR TO THE SCHEDULED HEARING DATE.

REPRESENTED PARTIES SHOULD ACT THROUGH THEIR

ATTORNEY.

TO THE HONORABLE UNITED STATES BANKRUPTCY JUDGE:

The Official Committee of Unsecured Creditors for Francis' Drilling Fluids, Ltd.,

("Committee") files its Expedited Application ("Application") for entry of an Order pursuant to §§

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

number are, as follows: Francis' Drilling, Ltd. (0574); FDF Resources Holdings LLC (1956); Francis Logistics LLC

(9397). Additional information regarding these cases may be obtained on the website of the Debtors' claims and

noticing agent at www.jndla.com/cases/FrancisDrilling. The Debtors' address is 100 Asma Blvd., Suite 151,

Lafayette, LA 70508.

Case 18-35441 Document 237 Filed in TXSB on 11/29/18 of 8

http://www.jndla.com/cases/FrancisDrilling

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327, 328 and 1103 of the United States Bankruptcy Code ("Bankruptcy Code"), Rule 2014 of the

Federal Rules of Bankruptcy Procedure ("Federal Bankruptcy Rules") and Local Rule 2014-1 of

the Local Bankruptcy Rules of the Southern District of Texas, Houston Division ("Local

Bankruptcy Rules"), authorizing the employment and retention of Baker Donelson Bearman,

Caldwell & Berkowitz, PC ("Baker Donelson") as its local counsel. This Application is supported

by the Declaration of Susan C. Mathews (the "Mathews Declaration"), which is attached hereto

as Exhibit "A."

I. JURISDICTION AND VENUE

1. This Court has jurisdiction by virtue of 28 U.S.C. §§ 157 and 1334. This matter is

a core proceeding pursuant to 28 U.S.C. § 157(b)(2).

2. Venue is proper in this district pursuant to 28 U.S.C. §§ 1408(a) and 1409.

3. The statutory predicate for the relief sought herein is 11 U.S.C. §§328 and 1103,

Rule 2014 of the Federal Bankruptcy Rules, and Local Bankruptcy Rule 2014-1.

II. FACTUAL BACKGROUND

4. On September 29, 2018 ("Petition Date"), the Debtor, Francis' Drilling Fluids,

Ltd., and its affiliated entities (collectively referred to herein as "Debtor") each filed a voluntary

bankruptcy cases under chapter 11 of title 11 of the Bankruptcy Code, 11 U.S.C. § 101 et seq.

5. The Debtor continues to manage its property as a debtor-in-possession pursuant to

§§ 1107 and 1108 of the Bankruptcy Code.

6. No trustee or examiner has been appointed in the case.

7. On October 17, 2018, the United States Trustee for the Southern District of Texas,

pursuant to section 1102 of the Bankruptcy Code, appointed the Committee in the chapter 11

case filed by the Debtor. The Committee is currently comprised of the following members: (i)


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Despino's Tire Service, (ii) Excalibur Minerals, Inc., and (iii) W.B. McCartney Oil Co., Inc. On

October 19, 2018, the Committee selected the law firm of Greenberg Traurig, LLP

("Greenberg") as its counsel.

8. On November 13, 2018, the Committee elected to terminate Greenberg Traurig,

LLP and retain Gold, Weems, Bruser, Sues and Rundell ("Gold Weems") as its lead bankruptcy

counsel and Baker Donelson as its local counsel.

9. The Court approved the Committee's Application to Retain Gold Weems as its

counsel by Order entered on November 20, 2018.

III. RELIEF REQUESTED

10. By this Application, the Committee requests entry of an order approving and

authorizing the employment and retention of Baker Donelson to serve as local counsel for the

Committee.

11. The Committee has selected the firm of Baker Donelson as its counsel because of

the expertise and experience of the firm’s attorneys in bankruptcy cases including representing

creditors’ committees in chapter 11 cases. Attorneys at Baker Donelson have previously

represented creditors’ committees, debtors, chapter 11 trustees and examiners, and secured

creditors in a number of significant bankruptcy proceedings. Furthermore, Baker Donelson’s

broad-based practice, which includes expertise in the areas of corporate and commercial law, and

litigation, as well as bankruptcy, will permit it to represent fully the interests of the Committee in

an efficient and effective manner.

12. Baker Donelson is expected to render such legal services as the Committee may

request to discharge the Committee’s responsibilities and further the interests of the Committee’s

constituents in this chapter 11 case. It is expected that Baker Donelson's services will include,


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without limitation, assisting, advising, and representing the Committee (in coordination with

Gold Weems), with respect to the following matters:

a. advise the Committee in connection with its powers and duties under the

Bankruptcy Code, the Bankruptcy Rules and the Bankruptcy Local Rules;

b. assist and advise the Committee in its consultation with the Debtor relative to the

administration of this case;

c. attend meetings and negotiate with the representatives of the Debtor and other

parties-in-interest;

d. assist and advise the Committee in its examination and analysis of the conduct of

the Debtor’s affairs;

e. assist and advise the Committee in connection with any sale of the Debtor’s assets

pursuant to section 363 of the Bankruptcy Code;

f. assist the Committee in the review, analysis and negotiation of any chapter 11

plan(s) of reorganization or liquidation that may be filed and assist the Committee

in the review, analysis and negotiation of the disclosure statement accompanying

any such plan(s);

g. assist the Committee in analyzing the claims asserted against and interests

asserted in the Debtor, in negotiating with the holders of such claims and

interests, and in bringing, participating in, or advising the Committee with respect

to contested matters and adversary proceedings, including objections or

estimation proceedings, with respect to such claims or interests (except for any

matters relating to the claim of PNC Bank, National Association ("PNC Bank") as

described in the Mathews' Declaration);

h. assist with the Committee’s review of the Debtor’s Schedules of Assets and

Liabilities, Statements of Financial Affairs and other financing reports prepared

by the Debtor and its professionals, and the Committee’s investigation of the acts,

conduct, assets, liabilities and financial condition of the Debtor and of the historic

and ongoing operation of its business;

i. assist the Committee in its analysis of, and negotiations with, the Debtor or any

third party related to, among other things, cash collateral issues (except as to the

claim of PNC Bank), financings, compromises of controversies, assumption or

rejection of executory contracts and unexpired leases, and matters affecting the

automatic stay;

j. take all necessary action to protect and preserve the interests of the Committee,


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including (i) possible prosecution of actions on its behalf; and (ii) if appropriate,

negotiations concerning all litigation in which the Debtor is involved;

k. generally prepare on behalf of the Committee all necessary motions, applications,

answers, orders, reports, replies, responses and papers in support of positions

taken by the Committee;

l. appear, as appropriate, before this Court, the appellate courts, and the United

States Trustee, and protect the interests of the Committee before those courts and

before the United States Trustee; and

m. perform all other necessary legal services in these cases.

n. Gold Weems and Baker Donelson will coordinate legal services provided by the

two firms so as to avoid any duplication in work provided by the respective firms.

13. Baker Donelson has indicated its willingness to serve as counsel to the Committee

herein and to receive compensation on an hourly basis, subject to the approval of this Court and

compliance with sections 328, 330, and 331 of the Bankruptcy Code, the Federal Bankruptcy

Rules, the Local Rules, the United States Trustee's Fee Guidelines, and such other procedures as

may be fixed by order of this Court, for professional services rendered and expenses incurred by

Baker Donelson. The current hourly rates charged by Baker Donelson for attorneys and

paralegals are set forth in the Mathews Declaration.

14. PNC Bank is the administrative agent for itself and other lenders under a

prepetition credit agreement with the Debtor. PNC and the other lenders were owed

approximately $51 million on the Petition Date and are secured creditors of the Debtor. As

described in the Mathews' Declaration, Baker Donelson currently represents PNC Bank on

unrelated loan transactions. In accordance with the conflicts waiver executed by PNC Bank,

Baker Donelson will not represent or advise the Committee with respect to (i) any dispute, claim,

or litigation against PNC Bank or any of its affiliates, or (ii) any motion or adversary proceeding


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in which the Committee has an adverse interest to PNC Bank or any of its affiliates, including,

without limitation, any challenges to liens or potential financing arrangements.

15. Subject to this Court’s approval and in accordance with §§ 330 and 331 of the

Bankruptcy Code, the Federal Bankruptcy Rules and the Orders and rules of this Court, the

Committee requests that Baker Donelson be compensated on an hourly basis, and be reimbursed

for the actual, necessary expenses it incurs. Baker Donelson’s hourly billing rates for bankruptcy

work by attorneys range from $250.00 to $ 580.00, and hourly rates of paralegals range from

$155.00 to $205.00, subject to change from time to time, and all subject to application and

approval by this Court pursuant to sections 330 and 331 of the Bankruptcy Code. The rates for

services to be rendered by the particular attorneys for this engagement are set forth in the

Mathews Declaration. Baker Donelson respectfully submits that such rates are reasonable in

light of the quality and the specialized nature of the services being provided. Additionally,

Baker Donelson’s rates are consistent with the market in which each professional practices.

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 and are

consistent with the rates charged in the locale where the professional primarily practices.

16. Baker Donelson will also seek reimbursement for actual and necessary expenses

incurred in connection with its engagement by the Committee in this case, which may include,

but are not limited to, postage, overnight mail, courier delivery, transportation, overtime

expenses, computer assisted legal research, photocopying, facsimile transmissions, airfare,

meals, and lodging. Consistent with local practices, nonworking travel time will be charged at

half rates.


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17. Baker Donelson intends to maintain detailed, contemporaneous time records, and

to apply to the Court for the allowance of compensation for professional services and

reimbursement of expenses in accordance with applicable provisions of the Bankruptcy Code,

the Bankruptcy Rules, and any additional procedures that may be established by the Court in

these chapter 11 cases. Baker Donelson has agreed to accept as compensation such sums as may

be allowed by the Court.

18. The Committee understands that Baker Donelson hereafter intends to apply to the

Court for allowances of compensation and reimbursement of expenses in accordance with the

applicable provisions of the Bankruptcy Code, including, but not limited to Section 330 and 331

of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, and further orders of this Court,

for all services performed and expenses incurred after the Petition Date. It is further

contemplated that Baker Donelson may seek interim compensation during this case as permitted

by Section 331 of the Bankruptcy Code, Bankruptcy Rule 2016, the Order Establishing

Procedures for Interim Compensation and Reimbursement of Expenses for Chapter 11

Professionals entered on November 20, 2018, and any further orders of this Court. Baker

Donelson understands that its compensation is subject to prior Court approval. Baker Donelson

shall comply with requests by the Office of the U.S. Trustee for information and additional

disclosures.

BAKER DONELSON IS A DISINTERESTED PERSON

19. Baker Donelson has no affiliations that preclude the firm from representation of

the Committee in this case. Representation by the firm of current or former creditors of the

Debtor and the Debtor itself have been disclosed in the Mathews Declaration.

20. Baker Donelson has not received a retainer in these cases.


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21. To the best of the Debtor’s knowledge, Baker Donelson has no interest adverse to

the Debtor, the Debtor or its estate in any of the matters upon which Baker Donelson is to be

engaged, and Baker Donelson’s employment would be in the best interest of the Committee.

22. As set forth in the Mathews Declaration, the attorneys sought to be employed

have no connection to or affiliation with any of the U.S. Trustee’s Offices in the Southern District

of Texas or an employee of that entity.

WHEREFORE, the Committee of Unsecured Creditors, prays that the Court grant the

Application and approve the retention of Baker, Donelson, Bearman, Caldwell & Berkowitz, PC

to represent the Debtor as local counsel in this case, and that the Committee have such other and

further relief to which it may be entitled.

Dated: November 29, 2018.

/s/ Julie Despino

Julie Despino

Chairman

Official Committee of Unsecured Creditors


EXHIBIT "A"

IN THE UNITED STATES BANKRUPTCY COURTFOR THE SOUTHERN DISTRICT OF TEXAS

HOUSTON DIVISION

IN RE:


Debtors.l

Case No. 18-35441

Chapter 11(Jointly Administered)

DECLARATION OF SUSAN C. MATIIEWS

Pursuant to 28 U.S.C. § 1746, 1, Susan C. Mathews, declare as lbllows under penalty of

peijury:

1. I am Of Counsel to the law firm of Baker, Donelson, Bearman, Caldwell &

Berkowitz, P.C. ("Baker Donelson" or the "Firm -'), with offices at 1301 McKinney, Suite 3700,

Houston, Texas 77010. I am currently admitted and in good standing as a member of the bar of

the United States District Courts for the Southern, Eastern, Northern, and Western District of

Texas. There are no disciplinary proceedings pending against me.

2. 1 am authorized to make this Declaration (the "Declaration") on behalf of Baker

Donelson in support of the Expedited Application of the Official Committee of Unsecured

Creditors of Francis' Drilling Fluids, Ltd. (the "Committee''), for final and interim orders

pursuant to section 327(a) of title 11 of the United States Code, 11 U.S.C. §§ 101, et sal. (as

amended, the "Bankruptcy Code") authorizing and approving the employment and retention of

Baker Donelson as local counsel to the Committee (the "Application") filed in the captioned

chapter 11 proceedings being jointly administered under Case No. 18-35441 (the "Chapter 11

1 The Debtors in these chapter I I cases, along with the last four digits of each Debtor's federal tax identificationnumber are, as follows: Francis' Drilling, Ltd. (0574); l'Dh' Resources I loldings LLC (1956); Francis Logistics [IC(9397). Additional information regarding these cases may be obtained on the website of the Debtors' claims andnoticing agent at www,jndla.com/cases/FrancisDrilling. The Debtors' address is IOU Asma Blvd., Suite 151,Lafayette, LA 70508.

4820-8197-9777 vl294)830-000001 1 1/29/2018

Case 18-35441 Document 237-1 Filed in TXSB on 11/29/18 Page 1 of 15

Case") of the Debtor, Francis' Drilling Fluids, I.td. and its affiliated entities (collectively referred

to herein as 'Debtor").

3. Unless otherwise stated in this Declaration, I have personal knowledge of the

facts set forth herein and, if called as a witness, I would testify thereto. Capitalized terms and

phrases not otherwise defined herein shall have the meanings ascribed to such terms in the

Application.

SERVICES TO BE RENDERED

4. In connection with the above-captioned case. the Committee has selected Baker

Donelson to serve as counsel to the Committee and to perform, as requested, the services

described herein. Baker Donelson will render general bankruptcy legal services to the Debtor as

needed throughout the course of this Chapter 11 case. Baker Donelson is expected to render

such legal services as the Committee may request in order to discharge the Committee's

responsibilities and further the interests of the Committee's constituents in this chapter 11 case.

It is expected that Baker Donelson's services will include, without limitation, assisting, advising,

and representing the Committee (in coordination with lead bankruptcy counsel, Gold Weems)

with respect to the following matters:

a. advise the Committee in connection with its powers and duties under theBankruptcy Code, the Bankruptcy Rules and the Bankruptcy Local Rules;

b. assist and advise the Committee in its consultation with the Debtor relative to theadministration of this case;

c. attend meetings and negotiate with the representatives of the Debtor and otherparties-in-interest;

d. assist and advise the Committee in its examination and analysis of the conduct ofthe Debtor's affairs;

e. assist and advise the Committee in connection with any sale of the Debtor's assetspursuant to section 363 of the Bankruptcy Code;

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2946830-000001 1 1/29/2018


assist the Committee in the review, analysis and negotiation of any chapter 11plan(s) of reorganization or liquidation that may be filed and assist the Committeein the review, analysis and negotiation of the disclosure statement accompanyingany such plan(s);

assist the Committee in analyzing the claims asserted against and interestsasserted in the Debtor, in negotiating with the holders of such claims andinterests, and in bringing., participating in, or advising the Committee with respectto contested matters and adversary proceedings, including objections orestimation proceedings, with respect to such claims or interests (except as to anymatters relating to the claim of PNC Bank National Association ("PNC Bank");

h. assist with the Committee's review of the Debtor's Schedules of Assets andLiabilities, Statements of Financial Affairs and other financing reports preparedby the Debtors, and the Committee's investigation of the acts, conduct, assets,liabilities and financial condition of the Debtor and of the historic and ongoingoperation of its business;

assist the Committee in its analysis of, and negotiations with, the Debtor or anythird party related to, among other things, cash collateral issues, financings,compromises of controversies, assumption or rejection of executory contracts(except as to the claim of PNC. Bank) and unexpired leases, and matters affectingthe automatic stay;

take all necessary action to protect and preserve the interests of the Committee,including (i) possible prosecution of actions on its behalf; and (ii) if appropriate,negotiations concerning all litigation in which the Debtor is involved;

k. generally prepare on behalf of the Committee all necessary motions, applications,answers, orders, reports, replies, responses and papers in support of positionstaken by the Committee;

1. appear, as appropriate, before this Court, the appellate courts, and the UnitedStates Trustee, and protect the interests of the Committee before those courts andbefore the United States Trustee; and

M. perform all other necessary legal services in these cases.

QUALIFICATIONS OF BAKER DONELSON

5. Baker Donelson's attorneys have considerable experience in matters of this

character and are qualified to represent the Committee in its Chapter 11 case.

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6. Baker Donelson possesses extensive knowledge in the areas of law relevant to this

matter and is well qualified to represent the Committee as counsel in connection with the

Chapter 11 Case. Baker Donelson has represented debtors, official creditors' committees and

creditors in numerous Chapter 11 cases. In addition, Baker Donelson has a broad-based practice,

including expertise in the areas of bankruptcy and restructuring and corporate and commercial

law and litigation, as well as other areas that may be significant in this case.

TERMS OF RETENTION

7. It is Baker Donelson's policy to charge its clients in all areas of practice for Baker

Donclson - s actual and necessary out-of-pocket expenses incurred in connection with a client's

case. Examples of such expenses include postage, overnight mail, research, photocopying,

facsimile transmissions, airfare, meals, and lodging. Subject to the Court's approval, Baker

Donelson will charge the Committee for these expenses in a manner and at rates consistent with

charges made generally to its other clients, pursuant to sections 330 and 331 of the Bankruptcy

Code, such Bankruptcy Rules and Local Rules as may from time to time be applicable, the

United States Trustee's Fee Guidelines, and such procedures as may he fixed by Order of this

Court.

8. Subject to the Court's approval, Baker Donelson seeks employment at its standard

hourly rates, upon proper application for compensation.

9. The hourly rates set tbrth herein are fair and reasonable and are commensurate

with the hourly rates Baker Donelson customarily bills to its nonbankruptcy clients.

Furthermore, such rates are reasonable in light of the quality of the services being provided and

the specialized nature of the services being provided. Additionally, Baker Donelson's rates arc

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consistent with the market. Hourly rates vary with the experience and seniority of the

individuals assigned.

1 0. '1'he hourly rates of attorneys at Baker Donelson for bankruptcy work range from

$250.00 to $ 580.00, and hourly rates of paralegals range from $155.00 to $205.00. These rates

are subject to adjustment from time to time in the ordinary course of Baker Donelson's business.

The hourly rates of the attorneys expected to be primarily responsible for this matter are as

follows:

Susan C. Mathews $495

Jan M. Hayden $515

Daniel J. Ferretti $385

Lacey Rochester $270

1 1 . Baker Donelson has not received a retainer Ibr its fees and services related to its

representation of the Committee in the Debtor's Chapter 11 Case.

12. Baker Donelson intends to maintain detailed, contemporaneous time records and

to apply to the Court for allowances of compensation and reimbursement of expenses in

accordance with the applicable provisions of the Bankruptcy Code, including, but not limited to

Sections 330 and 331 of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, and

further orders of this Court, for all services performed and expenses incurred after the Petition

Date. It is further contemplated that Baker Donelson may seek interim compensation during this

case as permitted by Section 331 of the Bankruptcy Code, Bankruptcy Rule 2016, the Order

Establishing Procedures for Interim Compensation and Reimbursement of Expenses for Chapter

1 1 Professionals entered on November 20, 2018, and any further orders of this Court. Baker

,1820-8197-9777v129.16830-000001 1 1/29/2018


Donelson understands that its compensation is subject to prior Court approval. Baker Donelson

has agreed to accept as compensation such sums as may be allowed by the Court.

Pursuant to Part Dl of the Revised UST Guidelines, Baker Donelson provides the

following responses:

Questions Required by Part D1 ofRevised UST Guidelines

Answer

Did you agree to any variationsfrom, or alternatives to, yourstandard or customary billingarrangements for this engagement'?

No.

Do any of the professionals includedin this engagement vary their ratebased on the geographic location ofthe bankruptcy case'?

No.

If you represented the client in the 12months prepetition, disclose yourbilling rates and material financialterms for the prepetition engagement,including any adjustments during the12 months prepetition. If your billingrates and material financial terms havechanged postpetiti on, explain thedifference and reasons for thedifference.

Gold Weems and BakerDonelson were not selected torepresent the Conunittee untilafter it was appointed by theUnited States Trustee onOctober 17, 2018, i. c., post-petition. Baker Donelson'srates have not increasedfollowing the Petition Date.

llas your client approved yourrespective budget and staffing plan,and, if so, for what budget period?

The Committee, Gold Weemsand Baker Donelson expect todevelop a prospective budgetand staffing plan, recognizingthat in the course of these cases,there may be unforeseeable leesand expenses that will need tobe addressed by the Committeeand its counsel.

14. Other than as set forth herein, there is no proposed arrangement to compensate

Baker Donelson. Baker Donelson has not shared, nor agreed to share (a) any compensation it

4820-8197-9777v I2946830-000001 I I/29/2018


has received or may receive with any other party or person, other than with the shareholders,

counsel and associates of Baker Donelson, or (b) any compensation another person or party has

received or may receive.

DISCLOSURE CONCERNING CONFLICTS OF INTEREST

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

of my knowledge, neither 1, Baker Donelson, nor any partner, counsel or associate thereof,

insofar as I have been able to ascertain, have any connection (other than as set forth herein) with

the Debtor, creditors of the Debtor, the U.S. Trustee for the Southern District of Texas, or any

person employed in the office of the U.S. Trustee for the Southern District of Texas, or any other

party with an actual or potential interest in the Chapter 11 case or its respective attorney's or

accountants.

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

of my knowledge (a) Baker Donelson is not a creditor, equity security holder or insider of the

Debtor; (h) none of Baker Donelson's shareholders, associates, or counsel is, or was within two

years of the Petition Date, a director, officer or employee of the Debtor; and (c) Baker Donelson

does not hold an interest materially adverse to the Debtor, its estate or any class of creditors or

equity security holders, by reason of any direct or indirect relationship.

17. to the extent Baker Donelson becomes aware of a conflict, Baker Donelson will

advise the Court and take appropriate action.

1 8. To the best of my present knowledge, neither I, Baker Donelson, nor any partner,

counsel or associate thereof, has been, within 2 years of the date of the filing of the Debtor's

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petition, an investment banker for a security of the Debtor, or an attorney for such an investment

banker in connection with the offer, sale, or issuance of a security of the Debtor.

1 0. Baker Donelson does not and will not represent any party other than the

Committee in connection with the Chapter 11 Case.

20. To the best of my present knowledge, neither I, Baker Donelson, nor any

shareholder, counsel or associate thereof is related to any United States District Judge or [lithe('

States Bankruptcy Judge in the Southern District of Texas or any employee in the office thereof.

21 . Baker Donelson has conducted a conflicts check, through its client database,

regarding its connections with significant potential parties-in-interest. A search conducted

through Baker Donelson's client database is designed to reveal any representation of or potential

conflict with, the entity searched or any known subsidiary or affiliate. A comprehensive list of

the creditors and other parties at interest run through our conflicts check is attached as Exhibit

"1" hereto.

22. As a result of the conflicts check, Baker Donelson has not identified any parties it

currently represents that have an interest in this Chapter 11 Case except as to the parties listed on

Exhibit "2," and Baker Donelson's representation of these creditors is as to matters unrelated to

the Chapter 11 Case. Because PNC Bank is a secured creditor of the Debtor and the

administrative agent for itself and other lenders in the case, Baker Donelson obtained a waiver of

conflicts letter from PNC Bank. Baker Donelson has agreed it will not represent or advise the

Committee with respect to (1) any dispute, claim, or litigation against PNC. Bank or any of its

affiliates, or (ii) any motion or adversary proceeding in which the Committee has an adverse

interest to PNC Bank or any of its affiliates, including, without limitation, any challenges to liens

or potential financial arrangements. Baker Donelson informed the Debtor, the Committee

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members and the UST of its representation of PNC Bank on unrelated matters and none

expressed an opposition.

To the best of my knowledge, I declare under penalty of perjury that the foregoing is true

and correct.

Dated: November 29, 2018

/s/..S'u,s'all AlathewsSusan C. Mathews

4820-8197-9777v12946830-000001 1 1/29/2018


Debtors FDF Resources Holdings LLCFrancis' Drilling Fluids, Ltd.Francis Logistics LLCFrancis Logistics holdings LLC

Current and Former Directorand Officers of the Debtors Barry CharpentierBrad WalkerCharles CollieEric FreyJohn TatumMichael HirschfeldRoss Gatlin

Professionals Blank Rome LLPCR3 Partners, LLCDLA PiperHolland & Knight LLPJackson Walker LLPJND Corporate RestructuringNorton Rose Fu'bright US, LLPSSG Advisors, LLC

Exhibit IPotentially Interested Parties

Cerberus SWC Levered LPGladstone Business Loan, 11.0PNC Bank, National AssociationPNC Capital Markets, LLCSteel City Capital Funding

Debtors' Lenders/Banks Cerberus ASRS Funding LLCCerberus AUS Levered II LPCerberus ICQ Levered II LLCCerberus ICQ Levered Loan OpportunitiesFund, L.P.Cerberus KRS Levered LLCCerberus KRS Levered Loan OpportunitiesFund, L.P.Cerberus Levered Loan Opportunities FundII, L.P.Cerberus N-1 Funding LLCCerberus Offshore Levered ft LPCerberus Offshore Levered LoanOpportunities Master Fund II, L.P.Cerberus Onshore Levered II LLCCerberus SWC Levered Holdings II LP

Litigation Parties Bradford WilliamsDaniel WakefieldEdith De la SandiaEunice PiletteJell ToupsJose Arturo SapienNorfolk Southern Railway Co.Pedro de la Sandia

Debtors' Utility Providers Allen's TV Cable ServiceAT&TAtmos EnergyCable OneCameron Parish WaterCC Disposal Service Inc.Cingular WirelessCity of AliceCity of ClintonCity of KermitCity of OdessaCity of SallisawCity of ShreveportCity of SulphurCity of WeatherfordCKENERGY ELECTRIC COOPERATIVEClecoCox CommunicationsDE LADE LANDEN FINANCIALSERVICESDirect Energy BusinessDIRECTVDominion EnergyEgan Water CorporationEntergyFairview-Union Water System


Fulair, LLC

Grande CommunicationsJ.J. Keller & Assoc., IncJeff Davis Elec. CoopKentwood Spring Water,af011rehe Water District

LUS FiberMagnolia Plantation Water System, Inc.Oklahoma Natural GasPeopleNet Communications CorporationPhone.comPublic Service Company of OKQuail Creek M.U.D.Qwest CommunicationsReliant EnergyRepublic ServicesRise BroadbandRock Springs Municipal UtilityRocky Mountain PowerSan CierraSlemcoSouthwestern Electric PowerSouthwestern Electric Power CompanyTIAA COMMERCIAL FINANCE, INCTown of BerwickTown of LogansportTrackNetTXU EnergyUnifi Equipment FinanceVerizon WirelessVermilion Parish Police JuryVision CommunicationsWaste Management-South East TXWaste Mgmt. of L.C.Waterworks #9 Ward 4West Texas GasWyoming Waste Services-Rock

Debtors' Top 40 Creditors & SignificantVendors Adler Tank RentalsAES Drilling Fluids LLCAll Supply Rentals, LLCAmerican ExpressAT&TBaker Hughes Inteq

BDO USA, 1,LPCalcasieu Rentals Inc.Carlsbad Medical CenterCHSCimbar Performance MineralsClean Tank SolutionsDespino's Tire Service Inc.Dore' Enterprises Inc.F 3 Drilling Fluid Chemical UlfEnterprise Fleet ServicesEquipment Rentals & ServiceEvans Equipment & EnvironmentalEvergreen Working CapitalExcalibar Minerals, Inc.F. A. S. ServicesFederal Whsl. Drilling MudFleetprideGascoync Materials Handling & RecyclingGordon Reed & Associates, Inc.High Roller Wells Center SWD NO 1, Ltd.tomax Oil Sales Inc.

IIydro-Quip Mfg & Supply, Inc.Industrial Chemicals, Inc.Infinity Resources of Houma, LLCLockton Companies LLCLouisiana health Service & Indemnity Co.Lo-VacMac-Nett Environ. ServiceMid-Tex Minerals, inc.Midwest HoseMulti Service Technology Solutions, IncMunich Re Stop Loss, Inc.Oil Mop, LLC.OMI Environmental SolutionsPACCAR Parts Fleet Services ProcessingPenske Truck Leasing Co., L.P.PeopleNct Communications CorporationPilot CorporationPilot Thomas Logistics LLCRed River Pump Specialists IncSattler's Supply Co., Inc.Shreveport Rubber & Gasket Co., IncSky Vacuum Services LLCSouthern Tire Mart, LLCStokes & Spiehler Onshore, [nc.SW Fluid, Inc.


T-Chek Systems, Inc.Tetra Technologies IncTexas & New Mexico RailwayTidal Tank, LLCTiger Rentals

W.B. McCartney Oil Co., Inc.Watco CompaniesWhitney Visa Business

WorkSTEPS, Inc.

Debtors' Lessors/ContractCounterparties Brenda Hammod

Cameron (Lot 9)

Daimler-Lonestar LeasesEnterprise Fleet ServicesFarmrail

Faudree Ranch Apartment I TomesGlover Investments, LLCGreater La!burette Port CommissionHidalgo InvestmentsIIOS Port, LLCJohn & Karen Niklaus (Lot 7)Kansas City SouthernKatherine Lucille CottenMs Roberta Rogers (Lot 6)Namdar, LC

PACCAR FinancialPenske Truck LeasesPladsonPort of Lake CharlesRichard, Leboeuf, Hebert (Lot 8)Risk Horizons LPSan Cierra

SURF Subsea Inc.

Texas & New Mexico Railway / WatcoCompaniesTexas Mexican RailwayThe Offices at Bryon Nelson, LPTim Supple Corporation c/o Property One,Inc.

Vista Alta, LLCWells Fargo Equipment Finance

Debtors' Insurance Providers Allied World Specialty Insurance Co.Atlantic Specialty Insurance Co.Federal Insurance Co.IPFS CorporationIronshore Specialty Insurance Co.Lockton CompaniesNational Fire & Marine Ins. Co.Starr Indemnity & Liability Co.Starr Surplus Lines Insurance Co.Worldwide Facilities LLC

Taxing Authorities and Other Relevant Governmental EntitiesArcadia Parish School BoardCity of Alice Department of FinanceEast Feliciana ParishEctor County Tax AssessorInternal Revenue ServicesLafayette ParishLafourche ParishLake Charles IRS Revenue & TaxationDep'tLiberty County Tax AssessorLive Oak County Appraisal DistrictLouisiana Department of RevenueNorth Dakota Tax CommissionerOffice of the U.S. TrusteeSt. Mary Parish Sales & Use TaxDepartment

Tarrant CountyTexas Comptroller of Public AccountsTown of Logansport

U.S. Attorney's OfficeVictoria County Tax AssessorVictory County Appraisal DistrictWeatherford City Hall

United States TrusteeI lenry G. Hobbs

I lector Duran

Stephen Statham

Bankruptcy Judges U.S. Bankruptcy Court Judge Marvin IsgurU.S. Bankruptcy Court Judge David Jones


Debtors' ShareholdersProphet Equity LPGladstone Capital


EXHIBIT 2

CLIENT MATCH LIST

The following names were compared to Baker Donelson's Client Database. As noted below,Baker Donelson has represented, in the past, or currently represents certain Potentially InterestedParties, including various entities that may be related to or affiliated with the PotentiallyInterested Parties, in matters unrelated to the Debtors or these cases.

Name of Entity Searched Brief Description of Relationship

Allied World Specialty Insurance Co. Client

American Express Former Client

AT&T Client

Atlantic Specialty Insurance Co. Former Client

Atmos Energy Former Client

Cable One Client

Cameron Parish Water Former Client

Carlsbad Medical Center Client

CHS Inc. Former Client

Cingular Wireless Former Client

De I age Landen Financial Services Former Client

Directv Client

DLA Piper Former Client

Dominion Energy Former Client

Entergy Client

Greater Lafourche Port Commission Client

Holland & Knight LLP Former Client

fronshore Specialty Insurance Co. Affiliate of Client

Louisiana Health Service & Indemnity Co. Client

V03-2155-4561\12616900-012585 11/27/200


Name of Entity Searched Brief Description of Relationship

Munich Re Stop Loss, Inc. Affiliate of Former Client

Norfolk Southern Railway Co. Former Client

PACCAR Financial Former Client

PACCAR Parts Fleet Services Processing Former Client

Penske Truck Leasing Co. L.P. Former Client

Pilot Corporation Client

PNC Bank, National Association Client

PNC Capital Markets, LLC Affiliate of Client

Port Lake Charles Former Client

()west Communications Former Client

Reliant Energy Former Client

Republic Services Former Client

Slemco Client

Southern Tire Mart, LLC Client

T-Chek Systems, Inc. Former Client

Tetra Technologies Inc. Client

Verizon Wireless Client

Wells Fargo Equipment Finance Client

4847-2155-1561v126160(10-012585 11/27/2018


IN THE UNITED STATES BANKRUPTCY COURT

FOR THE SOUTHERN DISTRICT OF TEXAS

HOUSTON DIVISION

IN RE:


Debtors.1

§

§

§

§

§

§

Case No. 18-35441

Chapter 11

(Jointly Administered)

ORDER AUTHORIZING EMPLOYMENT AND RETENTION OF

BAKER DONELSON AS LOCAL COUNSEL FOR

THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS

Upon the expedited application (the "Application") of the Official Committee of

Unsecured Creditors (the "Committee") in the chapter 11 cases of Francis’ Drilling Fluids, Ltd.,

et al. (collectively, the " Debtors") for entry of an Order, pursuant to sections 328(a) and

1103(a) of the Bankruptcy Code and Bankruptcy Rules 2014(a) and 2016(b), authorizing the

retention and employment of Baker Donelson as local counsel for the Committee; and upon

reviewing and considering the Declaration and the Application; and it appearing that the

Court has jurisdiction over the Application pursuant to 28 U.S.C. § 157(b)(2)(A); and due

and adequate notice of the Application having been given; and it appearing that no other or

further notice need be given; and this Court having determined that based upon the

representations in the Application and the Declaration, Baker Donelson represents no interest

adverse to the Debtors’ estates or their creditors, Baker Donelson is a disinterested person

under section 101(14) of the Bankruptcy Code, and Baker Donelson's employment is in the best

interests of the Debtors' estates and creditors; and after due deliberation and sufficient cause

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

number are, as follows: Francis' Drilling, Ltd. (0574); FDF Resources Holdings LLC (1956); Francis Logistics LLC

(9397). Additional information regarding these cases may be obtained on the website of the Debtors' claims and

noticing agent at www.jndla.com/cases/FrancisDrilling. The Debtors' address is 100 Asma Blvd., Suite 151,

Lafayette, LA 70508.


http://www.jndla.com/cases/FrancisDrilling

appearing therefor;

IT IS HEREBY ORDERED THAT:

1. The Application shall be, and hereby is, granted and approved.

2. The Committee is authorized to retain Baker Donelson as its local counsel,

pursuant to Sections 328(a) and 1103(a) of the Bankruptcy Code, effective as of November 14,

2018, to perform the services set forth in the Application.

3. Baker Donelson shall be compensated under the fee arrangement set forth in

this Application and in accordance with sections 328, 330 and 331 of the Bankruptcy Code,

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

Court. For billing purposes, Baker Donelson shall keep its time in one tenth (1/10) hour

increments in accordance with the U.S. Trustee's Guidelines. Baker Donelson also intends to

make a reasonable effort to comply with the U.S. Trustee's requests for information and

additional disclosures both in connection with the Application and the interim and final fee

applications to be filed by Baker Donelson in these chapter 11 cases.

4. Notwithstanding anything to the contrary in the Application, Baker Donelson

shall not be entitled to reimbursement for fees and expenses in connection with any objection to

its fees, without further order of the Court.

5. Baker Donelson shall not charge a markup to the Debtors with respect to fees

billed by contract attorneys who are hired by Baker Donelson to provide services to the Debtors

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

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

6. Baker Donelson shall provide ten-business-days' notice to the Debtors, the U.S.

Trustee, and any official committee before any increases in the rates set forth in the Application


or the Engagement Letter are implemented and shall file such notice with the Court. The U.S.

Trustee retains all rights to object to any rate increase on all grounds, including the

reasonableness standard set forth in section 330 of the Bankruptcy Code.

7. Baker Donelson shall use its reasonable efforts to avoid any duplication of

services provided by Baker Donelson or any of the Debtors' other retained professionals in these

chapter 11 cases.

8. To the extent the Application, the Declaration, or the Engagement Letter is

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

9. During the pendency of these chapter 11 cases, Baker Donelson will (a) review

its files periodically to ensure that no disqualifying professional conflicts exist or arise and (b)

supplement the Declaration as necessary, consistent with the disclosure requirements of section

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

10. The Committee and Baker Donelson are authorized to take all actions necessary

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

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

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

the contents of the Application.

12. Notwithstanding any Bankruptcy Rule to the contrary, this Order shall be

immediately effective and enforceable upon its entry.

13. The Court shall retain jurisdiction to hear and determine all matters arising from

the implementation of this Order.

IT IS SO ORDERED.

Date: _________________________, 2018


Houston, Texas

_______________________________

MARVIN ISGUR

CHIEF UNITED STATES BANKRUPTCY JUDGE


IN THE UNITED STATES BANKRUPTCY COURT FOR THE...

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