Case Document 951 Filed in TXSB on 03/20/19 Page 1 of 4

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1 Case Document 951 Filed in TXSB on 03/20/19 Page 1 of 4 IN THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF TEXAS HOUSTON DIVISION In re: Chapter 11 LOCKWOOD HOLDINGS, INC., et al., 1 Case No (DRJ) Debtors. (Jointly Administered) MONTHLY FEE STATEMENT OF MCKOOL SMITH, P.C. AS COUNSEL TO THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS FOR THE PERIOD FROM FEBRUARY 1, 2019 THROUGH FEBRUARY 28, 2019 Name of Applicant: McKool Smith P.C. Applicant s Role in Case: Counsel to the Official Committee of Unsecured Creditors Date Order of Employment Signed: April 24, 2018 [Docket No. 348] Beginning of Period End of Period Time period covered by this statement: 02/01/19 02/28/19 Summary of Total Fees and Expenses Requested Total Fees for Services Rendered During Statement Period $14, Twenty Percent (20%) Holdback ($2,896.20) Fees Minus Holdback $11, Expenses (100%) $ TOTAL FEES AND EXPENSES $12, Pursuant to the Order Establishing Procedures for Interim Compensation and Reimbursement of Expenses for Estate Professionals ( Interim Compensation Order ) [Dkt. No. 326] entered by the Court on April 18, 2018, McKool Smith, P.C. ( McKool Smith ), counsel to 1 The debtors in these cases, along with the last four digits of their respective taxpayer ID numbers, are Lockwood Holdings, Inc. (9726), LH Aviation, LLC (6984); Piping Components, Inc. (0197); Lockwood International, Inc. (8597); Lockwood Enterprises, Inc. (6504); LMG Manufacturing, Inc. (9468); and 7807 Eagle Lane, LLC (7382) (collectively, the Debtors ).

2 Case Document 951 Filed in TXSB on 03/20/19 Page 2 of 4 the Official Committee of Unsecured Creditors (the Committee ), submits this Monthly Fee Statement of services rendered and expenses incurred in this case for the period from February 1, 2019 through February 28, 2019 (the Statement Period ). ITEMIZATION OF SERVICES RENDERED AND EXPENSES INCURRED A. Summary of Services Rendered by Each Professional The following is a list of individuals and their respective titles that provided services during the Statement Period. It includes information regarding their respective billing rates and the total number of hours spent by each individual providing services during the Statement Period for which McKool Smith seeks compensation. Name Position Year of Bar Hourly Total Hours Admission Rate 2 Compensation Paul D. Moak Principal 11/3/ Christopher D. Johnson Senior Counsel 11/3/ , Veronica F. Manning Associate 11/6/ , TOTALS 28.8 $14, Hourly Rate listed as N/C was not billed to the estates and is in addition to time written off and not billed to the estates that is not included in this application. The time records of McKool Smith, consisting of a daily breakdown of the time spent by each person on each day, and detail as to the disbursements incurred are attached as Exhibit A to this Monthly Fee Statement. B. Summary of Services Rendered By Category The following itemization presents a summary of the services rendered by McKool Smith by Categories. The following services were rendered in the following Categories: 2 This rate is McKool Smith s regular hourly rate for legal services. All hourly rates are subject to adjustment by McKool Smith on a periodic basis. The last adjustment occurred on January 1,

3 Case Document 951 Filed in TXSB on 03/20/19 Page 3 of 4 Category Hours Fees Earned B110 Case Administration B120 Asset Analysis and Recovery B130 Asset Disposition B140 Relief From Stay/Adequate Protection Proceedings B150 Meetings of and Communications with Creditors B155 Meetings of and Communications with Client Fee/Employment Applications B170 Fee/Employment Objections B180 Avoidance Action Analysis B185 Assumption/Rejection of Leases and Contracts B190 Other Contested Matters (excluding assumption/rejection motions) B195 Non-Working Travel B210 Business Operations B240 Tax Issues Claims Administration and Objections 2.8 1, Plan and Disclosure Statement (including Business Plan) , B510 General Litigation TOTAL HOURS AND FEES 28.8 $14, A detailed itemization of the services rendered in each of the above Categories is set forth in Exhibit A. C. Summary of Expenses Incurred By Category The following itemization presents a summary of the expenses incurred for the Statement Period by category of disbursement. Expense Category Total Expenses E106 Westlaw On-Line Research TOTAL EXPENSES $ WHEREFORE, pursuant to the Interim Compensation Order, McKool Smith requests payment of compensation in the amount of (i) 11, (80% of $14,481.00) on account of actual, reasonable and necessary professional services rendered to the Committee by McKool 3

4 Case Document 951 Filed in TXSB on 03/20/19 Page 4 of 4 Smith and (ii) reimbursement of actual and necessary costs and expenses in the amount of $ incurred on behalf of the Committee by McKool Smith. DATED: March 20, 2019 Respectfully submitted, MCKOOL SMITH P.C. By: /s/ Christopher D. Johnson Paul D. Moak State Bar No pmoak@mckoolsmith.com Christopher D. Johnson State Bar No cjohnson@mckoolsmith.com Veronica Manning State Bar No vmanning@mckoolsmith.com 600 Travis, Suite 7000 Houston, Texas Telephone: (713) Facsimile: (713) Counsel for the Official Committee of Unsecured Creditors CERTIFICATE OF SERVICE The undersigned certifies that on March 20, 2019, a true and correct copy of this document was served by electronic means as listed on the Court s ECF noticing system and upon the Debtor and U.S. Trustee via U.S. First Class Mail, postage prepaid. /s/ Christopher D. Johnson Christopher D. Johnson

5 Case Document Filed in TXSB on 03/20/19 Page 1 of 8 Official Committee of Unsecured Creditors of Lockwood Holdings, Inc. No address given on setup from. Contact Nancy Sauter g.vaccarella@ombvalves.com March 12, 2019 Bill Number File Number FOR PROFESSIONAL SERVICES LEGAL SERVICES Through February 28, 2019 Date Atty Description Hours Amount B120 Asset Analysis and Recovery B120 02/05/19 PDM Meet with C. Johnson regarding confirmation issues and M. Lockwood's objection $ Total 0.80 $ PAUL D. MOAK 0.80 Hrs /hr $ B130 Asset Disposition B130 02/25/19 CDJ Review correspondence related to the return to the inventory purchaser of a portion of the escrow. Total Hrs /hr B150 Meetings of and Communications with Creditors B150 02/14/19 CDJ Correspond with T. Davidson regarding treatment of Page: 1

6 Case Document Filed in TXSB on 03/20/19 Page 2 of 8 B150 B150 Date Atty Description Hours Amount unsecured claims under the plan. 02/27/19 CDJ Correspond with T. Parker, counsel to DL Flange Corp, regarding creditor recoveries. 02/28/19 CDJ Review correspondence from creditors asserting prepetition unsecured and post-petition administrative claims. Total 0.50 $ Hrs /hr $ B155 Meetings of and Communications with Client B155 B155 B155 02/06/19 CDJ Discussion with V. Manning regarding the update to the Committee on confirmation (.2); review and revise the update (.1). 02/06/19 VM Prepare to the Committee regarding the Confirmation hearing. 02/26/19 VM G. Vaccarella regarding the creditor trust agreement $ $38.00 Total 0.90 $ VERONICA MANNING Hrs 0.60 Hrs /hr /hr $ Fee/Employment Applications 02/05/19 CDJ Meeting with V. Manning, J. Baumgartner and H. Hill to discuss the Lenders' fees. 02/11/19 VM Review January monthly statement. 02/12/19 CDJ Analyze Winstead's January fees. 02/19/19 CDJ Review the ordinary course attorney invoices for the Canadian counsel. $ Page: 2

7 Case Document Filed in TXSB on 03/20/19 Page 3 of 8 Date Atty Description Hours Amount 02/20/19 VM Review monthly fee statement. $ /21/19 CDJ Review the Glass Ratner and Gray Reed January fee statements. 02/26/19 CDJ Review the Stout January fee statement. Total 1.40 $ VERONICA MANNING 0.90 Hrs 0.50 Hrs /hr /hr $ $ B180 Avoidance Action Analysis B180 02/22/19 CDJ Correspond with S. Shurn regarding the Houston Oaks property. Total Hrs /hr B240 Tax Issues B240 02/20/19 CDJ Review correspondence from J. Brookner regarding the CRA tax issue and the buyer demand for release of funds. Total Hrs /hr Claims Administration and Objections 02/11/19 CDJ Review correspondence from J. Brookner and J. Lee regarding Technical Threads claim (.1); review correspondence from B. J. Watkins Pest Control and 0.70 $ Page: 3

8 Case Document Filed in TXSB on 03/20/19 Page 4 of 8 Date Atty Description Hours Amount J. Brookner regarding claims (.1); call with G. Lemay regarding F. Spagnoletti's actions to pursue estate claims (.3); correspond with S. Shurn regarding all of the above (.2). 02/12/19 CDJ Review correspondence from numerous creditors asserting claims and forward same to S. Shurn (.4); correspond with J. Brookner regarding same (.2). 02/13/19 CDJ Review correspondence from creditors asserting claims. 02/14/19 CDJ Review correspondence from Pro-Flange asserting claims, and correspondence from J. Brookner responding to same (.1); call with J. Brookner to discuss the plan to address priority claims (.2); review withdrawal of KISD claims (.1). 02/18/19 CDJ Discussion with J. Brookner regarding priority claim objection strategy (.1); review correspondence from creditors attempting to serve invoices, and J. Brookner responses to same (.2). 02/25/19 CDJ Review the objections to the claims of Cy-Fair ISD, Jefferson County, and Harris County. 02/26/19 CDJ Review the Debtors' first omnibus objection to proofs of claim $ $ $ Total 2.80 $1, Hrs /hr $1, Plan and Disclosure Statement (including Business Plan) 02/01/19 CDJ Analyze proposed language from T. Hancock regarding Emerson's plan objection (.2); correspond with J. Brookner and S. Davis regarding same (.2); meeting with V. Manning, J. Baumgartner and H. Hill to prepare for confirmation (3.1); correspond with J. Brookner; L. Webb and S. Davis regarding 4.40 $2, Page: 4

9 Case Document Filed in TXSB on 03/20/19 Page 5 of 8 Date Atty Description Hours Amount the Lenders' comments to the proposed confirmation order (.4); review revisions to the proposed confirmation order addressing the Lenders' proposed changes and the Committees' comments to same (.2); discussions with S. Shurn regarding the numerous revisions to the proposed confirmation order (.3). 02/01/19 VM Prepare for and meet with J. Baumgartner and C. Johnson to discuss confirmation hearing. 02/04/19 CDJ Review the final version of the proposed confirmation order and discuss with J. Brookner and S. Davis (.2); review correspondence from S. Davis regarding the Lenders' fees (.1); review the substantive consolidation analysis (.2). 02/04/19 VM Prepare for hearing on final confirmation order and disclosure statement. 02/05/19 CDJ Meetings with V. Manning, J. Baumgartner and H. Hill to prepare for the confirmation hearing (1.6); attend the confirmation hearing (3.0); correspond with J. Brookner and T. Hancock regarding the Emerson objection (.1); correspond with J. Brookner regarding the M. Lockwood objection (.2). 02/05/19 VM Call with C. Johnson regarding Winstead fees (.3); meet with J. Baumgartner to prepare for confirmation hearing (1.6). 02/07/19 CDJ Correspond with J. Brookner and S. Davis regarding Effective Date issues. 02/08/19 CDJ Review correspondence from J. Brookner regarding litigation finance offers; correspond with S. Shurn regarding the Creditor Trust Agreement. 02/11/19 CDJ Finalize the Creditor Trust Agreement for execution and circulate to the Committee and the Trustee for execution. 02/11/19 VM Review and update creditor trust agreement. 02/12/19 CDJ Correspond with A. Byman and M. Shapiro regarding the trust agreement (.2); draft the notice of $1, $ $ $2, $ $ $ $ Page: 5

10 Case Document Filed in TXSB on 03/20/19 Page 6 of 8 Date Atty Description Hours Amount filing of the trust agreement (.5). 02/13/19 VM Review Winstead post petition invoices. 02/15/19 CDJ Correspond with S. Shurn regarding transition issues. 02/20/19 CDJ Meeting with S. Shurn and A. Byman to discuss transition issues (.4); review the Rust Omni claims analysis and forward to the trustee (.2). 02/26/19 CDJ Call with V. Manning to discuss the status of the trust agreement (.1); review correspondence from G. Vaccarella regarding same (.1). 02/27/19 CDJ Attention to and correspond with M. Shapiro regarding the creditor trust agreement (.2); finalize the notice of filing of the trust agreement (.1) $ $ $ Total $10, VERONICA MANNING Hrs 7.60 Hrs /hr /hr $7, $2, B510 General Litigation B510 B510 B510 02/12/19 CDJ Work on the motion to dismiss the Wells Fargo adversary. 02/13/19 CDJ Draft the motion to dismiss claims against Wells Fargo. 02/26/19 CDJ Draft the motion to dismiss the Wells Fargo adversary $ $ Total 1.40 $ Hrs /hr $ TOTAL LEGAL SERVICES $14, Page: 6

11 Case Document Filed in TXSB on 03/20/19 Page 7 of 8 PDM CDJ VM PAUL D. MOAK VERONICA MANNING 0.80 Hrs /hr $ Hrs /hr $10, Hrs /hr $3, Hrs $14, SUMMARY OF PROJECT CATEGORY B120 Asset Analysis and Recovery B130 Asset Disposition B150 Meetings of and Communications with Creditors B155 Meetings of and Communications with Client Fee/Employment Applications B180 Avoidance Action Analysis B240 Tax Issues Claims Administration and Objections Plan and Disclosure Statement (including Business Plan) B510 General Litigation Hours Amount , , $14, DISBURSEMENTS Through February 28, 2019 E106 Online research Westlaw On-Line Research Page: 7

12 Case Document Filed in TXSB on 03/20/19 Page 8 of 8 Westlaw On-Line Research Total $ Total $ TOTAL DISBURSEMENTS $ DISBURSEMENT TASK SUMMARY E106 Online research Amount TOTAL DISBURSEMENTS $ TOTAL - THIS BILL DUE UPON RECEIPT $14, Page: 8