UNITED STATES BANKRUPTCY COURT EASTERN DISTRICT OF MISSOURI EASTERN DIVISION
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1 UNITED STATES BANKRUPTCY COURT EASTERN DISTRICT OF MISSOURI EASTERN DIVISION In re: Peabody Energy Corporation, et al., Debtors. Case No CHAPTER 11 (Jointly Administered) Re: Docket No. ORDER, PURSUANT TO SECTIONS 327(a), 328(a) AND 1107(b) OF THE BANKRUPTCY CODE, BANKRUPTCY RULES 2014(A) AND 2016 AND LOCAL BANKRUPTCY RULES 2014(A) AND , FOR AN ORDER AUTHORIZING THE DEBTORS AND DEBTORS IN POSSESSION TO RETAIN AND EMPLOY KPMG LLP AS TAX ADVISORS, NUNC PRO TUNC TO JUNE 1, 2016 This matter coming before the Court on the Application of the Debtors and Debtors in Possession, Pursuant to Section 327(a), 328(a) and 1107(b) of the Bankruptcy Code, Bankruptcy Rules 2014(a) and 2016, and Local Bankruptcy Rules 2014(A) and , for an Order Authorizing the Debtors and Debtors in Possession to Retain and Employ KPMG LLP as Tax Advisors, Nunc Pro Tunc to June 1, 2016 (the "Application"); 1 the Court having reviewed the Application, the Woll Declaration and having considered the statements of counsel and the evidence adduced with respect to the Application at a hearing before the Court (the "Hearing"); and the Court having found that (i) the Court has jurisdiction over this matter pursuant to 28 U.S.C. 157 and 1334 and Rule (B)(1) of the Local Rules of the United States District Court for the Eastern District of Missouri; (ii) venue is proper before this court pursuant to 28 U.S.C and 1409; (iii) this is a core proceeding pursuant to 28 U.S.C. 157(b); (iv) the Debtors having represented that adequate and proper notice of the Application has been given 1 Capitalized terms used but not defined herein have the meanings given to them in the Application.
2 and that no other or further notice need be given; (v) KPMG represents no interest adverse to the Debtors' estates with respect to the matters upon which they are to be engaged; (vi) KPMG is a "disinterested person" as that term is defined under section 101(14) of the Bankruptcy Code, as modified by section 1107(b) of the Bankruptcy Code; (vii) the Debtors' retention and employment of KPMG is necessary and in the best interests of the Debtors' estates; (viii) the terms of the Agreements, with respect to the Indiana Reverse Sales Services, are reasonable terms for the purposes of section 328(a) of the Bankruptcy Code; and (ix) the legal and factual bases set forth in the Application, the Woll Declaration and at the Hearing establish just cause for the relief granted herein: It is ORDERED that, pursuant to sections 327(a), 328(a) and 1107(b) of the Bankruptcy Code, Bankruptcy Rules 2014(a) and 2016(b) and Local Bankruptcy Rules 2014(A) and , the Application is GRANTED in that: 1. The Debtors are authorized to employ and retain KPMG as tax consultants to the Debtors, nunc pro tunc to June 1, 2016, on the terms set forth in the Application and the Agreements, as modified by this Order. 2. KPMG shall file interim and final fee applications for allowance of its compensation and reimbursement of its expenses with respect to services rendered in these chapter 11 cases with this Court in accordance with the applicable procedures of the Bankruptcy Code (including sections 330 and 331 of the Bankruptcy Code), the Bankruptcy Rules, the Local Bankruptcy Rules, this Order and any other applicable orders of this Court. 3. Notwithstanding anything in this Order to the contrary, the Debtors shall compensate KPMG for the OCP Fees pursuant to procedures set forth in the OCP Order. -2-
3 4. Notwithstanding anything in this Order to the contrary, the fees payable for the Indiana Reverse Sales Services pursuant to the Agreement dated December 15, 2014 are hereby approved as reasonable and shall be subject to the standards set forth in section 328(a) of the Bankruptcy Code and shall not be subject to the standard of review set forth in section 330 of the Bankruptcy Code, provided, that the United States Trustee shall be entitled to review applications for allowance of compensation and reimbursement of expenses of KPMG (including fees and expenses related to the Indiana Reverse Sales Services) under section 330 of the Bankruptcy Code. 5. With respect to KPMG's compensation requests related to the Indiana Reverse Sales Services, KPMG is granted a waiver of the recordkeeping requirements set forth in Local Bankruptcy Rule (B) and any applicable orders of this Court. 6. The terms and conditions of the Agreements, as modified by this Order, are approved. 7. If the Debtors and KPMG enter into any additional agreements that cover services, or concern terms, that are outside the scope of the Agreements, the Debtors will file such agreements with the Court and serve such agreements upon the United States Trustee, counsel to the agents for the Debtors' post-petition secured lenders, and counsel to the Official Committee of Unsecured Creditors. To the extent any of such parties object, within ten days of such new agreements being served, to the terms of the new agreements, the Debtors will promptly schedule a hearing before the Court. If no objections are filed by such parties within ten (10) days after the filing and service of new agreements, the terms of such new agreements shall be approved and KPMG may perform any new services, subject to the provisions of this Order. -3-
4 8. The following terms apply during the pendency of the Debtors' chapter 11 cases: (a) (b) KPMG shall not be entitled to indemnification, contribution or reimbursement for services other than those described in the Agreements, unless such services and indemnification therefor are approved by the Court; provided, that to the extent additional agreements are filed with the Court and no parties object to such agreements in accordance with the procedures described in paragraph 7 of this Order, such agreements shall be deemed approved by the Court; The Debtors shall have no obligation to indemnify KPMG, or provide contribution or reimbursement to KPMG, for any claim or expense that is either: (i) judicially determined (the determination having become final) to have arisen from KPMG's bad faith, self-dealing, breach of fiduciary duty (if any such duty exists), gross negligence or willful misconduct; or (ii) judicially determined (the determination having become final), based on a breach of KPMG's contractual obligations to the Debtors; or (iii) settled prior to a judicial determination as to the exclusions set forth in clauses (i) and (ii) immediately above, but determined by the Court, after notice and a hearing to be a claim or expense for which KPMG should not receive indemnity, contribution or reimbursement under the terms of KPMG's retention by the Debtors pursuant to the terms of the Agreements, as modified by this Order; and (c) If, before the earlier of: (i) the entry of an order confirming a chapter 11 plan in these cases (that order having become a final order no longer subject to appeal); and (ii) the entry of an order closing these chapter 11 cases, KPMG believes that it is entitled to the payment of any amounts by the Debtors on account of the Debtors' indemnification, contribution and/or reimbursement obligations under the Agreements (as modified by this Order), including without limitation the advancement of defense costs, KPMG must file an application therefor in this Court, and the Debtors may not pay any such amounts to KPMG before the entry of an order by this Court approving the payment. This subparagraph (c) is intended only to specify the period of time under which the Court shall have jurisdiction over any request for fees and expenses by KPMG for indemnification, contribution or reimbursement, and not a provision limiting the duration of the Debtors' obligation to indemnify KPMG. All parties in interest shall retain the right to object to any demand by KPMG for indemnification, contribution or reimbursement. 9. The Debtors shall comply with the notice requirement set forth in paragraph 4(c) of KPMG's Standard Terms and Conditions for Advisory and Tax Services (the -4-
5 Standard Terms and Conditions ), including providing the written notice required prior to disseminating or advancing any of KPMG's advice, recommendations, information, or work product to third parties. 10. During the pendency of the Debtors' chapter 11 cases, paragraph 6 of the Standard Terms and Conditions is deleted. 11. Notwithstanding anything in the Application, the Woll Declaration or the Agreements to the contrary, during the pendency of the Chapter 11 Cases and without prejudice to KPMG seeking different terms in other cases, KPMG will not employ tax professionals from member firms of KPMG International without Court approval, and will not employ independent contractors to provide professional services to the Debtors or otherwise with respect to these chapter 11 cases; provided that, with respect to independent contractors, the foregoing shall not apply to services related to non-professional expenses. 12. Notwithstanding anything herein to the contrary, nothing in this Order shall constitute a waiver of any parties rights with respect to the proper allocation between and among the Debtors estates of any payment made pursuant to this Order during the course of these chapter 11 cases. 13. The Debtors and KPMG shall take reasonable efforts, and shall coordinate with Ernst & Young LLP, to ensure that there is no duplication between the services that KPMG is being retained to perform and the services being provided to the Debtors by other professionals retained in these chapter 11 cases. 14. KPMG shall apply all pre-petition retainers and expenses advances for payment of fees and costs authorized by this Court to be paid before seeking compensation or reimbursement of expenses from the Debtors. -5-
6 15. Nothing herein shall be construed to permit KPMG to be allowed reimbursement or compensation for fees or expenses KPMG incurs in defense of KPMG's fees from legal challenge. 16. This Order is immediately effective and enforceable, notwithstanding the possible applicability of Bankruptcy Rule 6004(h) or otherwise. 17. No later than two days after the date this Order is entered on the docket, the Claims and Noticing Agent is directed to serve a copy of this Order and is directed to file a certificate of service no later than 24 hours after such service. Dated: St. Louis, Missouri UNITED STATES BANKRUPTCY JUDGE -6-
7 Submitted by: Steven N. Cousins Susan K. Ehlers Armstrong Teasdale LLP 7700 Forsyth Boulevard, Suite 1800 St. Louis, MO Heather Lennox (admitted pro hac vice) Jones Day North Point 901 Lakeside Avenue Cleveland, OH Amy Edgy (admitted pro hac vice) Daniel T. Moss (admitted pro hac vice) Jones Day 51 Louisiana Avenue, N.W. Washington, D.C Attorneys for Debtors and Debtors in Possession
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