CARBONLITE HOLDINGS LLC, Et Al.,1 Debtors. Chapter 11

Case 21-10527-JTD Doc 350 Filed 04/23/21 Page 1 of 8

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

In re: Chapter 11

CARBONLITE HOLDINGS LLC, et al.,1 Case No. 21-10527 (JTD)

Debtors. (Jointly Administered)

Objection Deadline: May 7, 2021 at 4:00 p.m. (ET) Hearing Date: May 20, 2021 at 2:00 p.m. (ET)

APPLICATION OF THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS OF CARBONLITE HOLDINGS, LLC, ET AL. FOR AN ORDER AUTHORIZING THE COMMITTEE TO RETAIN AND EMPLOY BLANK ROME LLP AS ITS CO-COUNSEL PURSUANT TO 11 U.S.C. §§ 328 AND 1103 AND FED. R. BANKR. P 2014 NUNC PRO TUNC TO MARCH 25, 2021

The Official Committee of Unsecured Creditors (the “Committee”) appointed in the chapter 11 bankruptcy cases (the “Chapter 11 Cases”) of the above-captioned debtors and debtors in possession (the “Debtors”) hereby files this application (the “Application”) for entry of an order, pursuant to 11 U.S.C. §§ 328 and 1103 and Fed. R. Bankr. P. 2014, authorizing the retention and employment of Blank Rome LLP (“Blank Rome”) as co-counsel for the Committee nunc pro tunc to March 25, 2021. In support of the Application, the Committee relies upon the

Verified Statement of Michael B. Schaedle (the “Verified Statement”) and Declaration of Vytas

Gruodis (the “Gruodis Declaration”) attached hereto as Exhibit A and Exhibit B, respectively, and incorporated herein by reference, and respectfully states as follows:

1 The Debtors in these cases, along with the last four digits of each Debtor’s federal tax identification number, are: CarbonLite Holdings LLC (8957); CarbonLite Industries LLC (3596); CarbonLite P Holdings LLC (8957); CarbonLite P LLC (5453); CarbonLite PI Holdings LLC (8957); CarbonLite Pinnpack LLC (8957); CarbonLite Recycling Holdings LLC (8957); CarbonLite Sub-Holdings, LLC (8957); Pinnpack P, LLC (8322); CarbonLite Recycling LLC (3727); and Pinnpack Packaging LLC (9948). The address of the Debtors’ corporate headquarters is 10250 Constellation Blvd., Los Angeles, CA 90067. Case 21-10527-JTD Doc 350 Filed 04/23/21 Page 2 of 8

JURISDICTION

1. The Court has jurisdiction over this matter under 28 U.S.C. § 1334. This is a core proceeding within the meaning of 28 U.S.C. §§ 157(b)(2). Venue of these chapter 11 cases in this district is proper under 28 U.S.C. §§ 1408 and 1409.

2. The statutory predicates for the relief sought herein are 11 U.S.C. §§ 328 and 1103, Fed. R. Bankr. P. 2014, and Local Bankruptcy Rule 2014-1.

BACKGROUND

3. On March 8, 2021 (the “Petition Date”), the Debtors each filed with this Court a voluntary petition for relief under chapter 11 of title 11 of the United States Code (the

“Bankruptcy Code”). Pursuant to sections 1107 and 1108 of the Bankruptcy Code, the Debtors continue to manage and operate their businesses and property as debtors in possession. No trustee or examiner has been appointed in these cases.

4. On March 23, 2021, the Office of the United States Trustee for the District of

Delaware appointed the Committee pursuant to section 1102 of the Bankruptcy Code. The current members of the Committee include: (1) Everrank Investment Group, Inc.; (2) Bantam

Materials International; (3) Replenysh, Inc.; (4) rPlanet Earth Los Angeles LLC; (5) Banyan

Plastics LLC; and (6) Exact Staff, Inc. See [Docket No. 118]. Bantam Materials International was appointed Chair of the Committee.

5. On March 25, 2021, the Committee, subject to Court approval, selected Hogan

Lovells US LLP and Blank Rome LLP as its counsel and selected Province, LLC as its financial advisor.

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RELIEF REQUESTED

6. Through this Application, the Committee seeks authority to retain and employ

Blank Rome as its co-counsel effective as of March 25, 2021, which is the date the Committee asked Blank Rome to begin work.

BASIS FOR RELIEF REQUESTED

7. As required by the Guidelines for Reviewing Applications for Compensation and

Reimbursement of Expenses Filed Under 11 U.S.C. § 330 by Attorneys in Larger Chapter 11

Cases, Effective November 1, 2013 (the “UST Guidelines”), the Committee responds to the questions set forth in Section D.1 of the UST Guidelines as follows:

(a) Blank Rome did not agree to a variation of its standard or customary billing arrangement for this engagement;

(b) None of the professionals included in this engagement have varied their rate based on the geographic location of these chapter 11 cases;

8. With offices in Delaware, California, New York, Pennsylvania, and other locations, Blank Rome is a nationally recognized law firm with extensive experience and expertise in bankruptcy and reorganization proceedings. The Committee seeks the employment of Blank Rome to represent it as Delaware co-counsel and perform services for the Committee in connection with carrying out its fiduciary duties and responsibilities under the Bankruptcy Code

2 Blank Rome has agreed to comply with the budget and staff reporting requirements contained in the UST Guidelines solely in connection with the Debtors’ chapter 11 cases. The decision to accept these requirements was based exclusively on the facts and circumstances of the Debtors’ chapter 11 cases, and Blank Rome fully reserves the right to object to such requirements, or any other requirements contained in the UST Guidelines in future cases should it determine that it is appropriate to do so.

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consistent with section 1103(c) and other provisions of the Bankruptcy Code. Attorneys at

Blank Rome have broad-based experience and a national reputation in bankruptcy and reorganization proceedings. Through Blank Rome, the Committee will have the benefit of such knowledge and experience, as well as the ability to call upon other attorneys within Blank Rome with expertise in other specialized areas relevant to these cases, as set forth more fully below.

9. By separate application, the Committee seeks authority to retain and employ

Hogan Lovells US LLP (“Hogan Lovells”) as its primary or “lead” counsel. The Committee expects that Hogan Lovells will have primary responsibility for the services disclosed in its employment application filed with the Court. The Committee also expects Blank Rome will assume the duties typically performed by Delaware local counsel and will assist Hogan Lovells in this regard. Blank Rome intends to work closely with Hogan Lovells and with Province to minimize any duplication of effort among the firms. In the currently unforeseen event that a conflict arises for Hogan Lovells, Blank Rome will assume all responsibilities for that particular matter and handle it exclusively on behalf of the Committee. In addition, Blank Rome has expertise in certain practice areas, including in specialized areas concerning real estate, environmental and intellectual property law, and the Committee may elect to utilize Blank

Rome’s expertise with respect to these matters. In the event the Committee elects to utilize

Blank Rome’s expertise in these specialized practice areas, Blank Rome would not duplicate services rendered to the Committee by Hogan Lovells.

10. Subject to the approval of this Court, Blank Rome will charge the Committee for its legal services on an hourly basis in accordance with its ordinary and customary rates, which are in effect on the date the services are rendered, subject to periodic adjustment.3 The

3 Blank Rome historically increases its hourly billing rates for its professionals and paraprofessionals in the spring of each year.

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Committee has been advised by Blank Rome that the current hourly rates, which will be charged in respect of the primary members of the Blank Rome engagement team for the Committee, are as follows:

Stanley B. Tarr $730.00 per hour

Gregory F. Vizza $680.00 per hour

Jose Bibiloni $525.00 per hour

B. Nelson Sproat $470.00 per hour

Lawrence R. Thomas $325.00 per hour

Each of Regina Stango Kelbon, the senior bankruptcy partner in our Delaware office, with a rate of $960.00 per hour and Michael B. Schaedle, another senior bankruptcy partner, with a rate of

$895.00 per hour are available to assist the Committee from time to time but only upon direction.

From time to time, other Blank Rome attorneys may be involved in these cases as needed. The customary hourly rates of Blank Rome, subject to change from time to time, are $540 to $1,345 for partners, $405 to $775 for associates, and $200 to $495 for paraprofessionals. In addition to the hourly rates previously referenced, Blank Rome customarily charges clients for actual and necessary costs of support services the firm provides in connection with a representation, including, without limitation, court reporters, transcripts, computerized research, filing fees, photocopying charges, long distance telephone calls, facsimile transmissions, messengers, courier mail, secretarial overtime, temporary services, travel, lodging, and catering for meetings.

Some of these services are provided by Blank Rome, in which case the charges are set by Blank

Rome, and others are provided by third party service providers, in which case the charges are set by the providers. Blank Rome will charge the cost of these expenses in a manner and at rates consistent with charges generally made to the firm’s other clients. All such charges for which

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Blank Rome seeks payment are subject to Court approval and/or pursuant to any administrative procedures established by order of the Court.

11. The Committee has been advised that Blank Rome will use every effort to staff the engagement in a cost-effective manner, including utilizing the firm’s paralegal assistants to handle those aspects of these cases that can best be managed by a paralegal. Further, as set forth above, Blank Rome will work with Hogan Lovells and with Province to make every effort to avoid duplication of services.

12. Based on the Verified Statement, the Committee believes Blank Rome does not hold any interest adverse to the Debtors’ estates and, while employed by the Committee, will not represent any person having an adverse interest in connection with these cases.

13. The Committee believes the employment of Blank Rome is necessary and in the best interests of the estates, enabling the Committee to carry out its fiduciary duties owed to creditors under the Bankruptcy Code.

NOTICE

14. Notice of the Application will be given to: (i) the Debtors, c/o of Force Ten

Partners LLC, 20341 Southwest Birch Street, Suite 220, Newport Beach, CA 92660, Attn: Brian

Weiss ([email protected]); (ii) proposed counsel for the Debtors, (a) Pachulski Stang

Ziehl & Jones LLP, 919 North Market Street, 17th Floor, P.O. Box 8705, Wilmington, DE

19899-8705 (Courier 19801) Attn: James E. O’Neill ([email protected]) and Steven W.

Golden ([email protected]); and (b) Pachulski Stang Ziehl & Jones LLP, 10100 Santa

Monica Blvd., 13th Floor, Los Angeles, CA 90067-4003, Attn: Jeffrey W. Dulberg

([email protected]); (iii) counsel to the DIP Term Agent, DIP Term Lenders, and

Prepetition Term Secured Parties, (a) Latham & Watkins LLP, (x) 355 South Grand Avenue,

Suite 100, Los Angeles, CA 90071, Attn: Jeffrey E. Bjork ([email protected]), (y) 330 North

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Wabash Avenue, Suite 2800, Chicago, IL 60611, Attn: James Ktsanes ([email protected]), and (z) 885 Third Avenue, New York, NY 10022, Attn: Andrew C. Ambruoso

([email protected]), and (b) Young Conaway Stargatt & Taylor, LLP, 1000 North King

Street, Wilmington, Delaware 19801, Attn: Robert S. Brady ([email protected]), Edwin J.

Harron ([email protected]) and Kara Hammond Coyle ([email protected]) (iv) counsel to the

DIP ABL Lender and Prepetition ABL Secured Parties, (a) Otterbourg, P.C., 230 Park Avenue,

New York, NY 10169-0075, Attn: Andrew M. Kramer ([email protected]) and David E.

Morse ([email protected]) and (b) Richards, Layton & Finger, PA, One Rodney Square,

920 North King Street, Wilmington, DE 19801, Attn: John Henry Knight, Esq.

([email protected]); (v) counsel to the TX/PA DIP Agents and Prepetition Trustees, Arnold &

Porter Kaye Scholer LLP, 70 West Madison Street, Suite 4200, Chicago, IL 60602-4321, Attn:

Sarah Gryll ([email protected]) and Ginger Clements, Esq.

([email protected]); (vi) the Office of The United States Trustee, 844 King

Street, Suite 2207, Lockbox 35, Wilmington, DE 19801, Attn: Joseph McMahon, Esq.

([email protected]); and (i) all parties requesting notice pursuant to Bankruptcy Rule

2002. The Committee respectfully submits that, in light of the nature of the relief requested, no further notice is necessary or required.

NO PRIOR REQUEST

15. No previous request for the relief sought herein has been made to this or any other court.

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CONCLUSION

WHEREFORE, the Committee respectfully requests that the Court enter an order, substantially in the form attached hereto, authorizing the employment of Blank Rome as co- counsel to the Committee effective as of March 25, 2021, pursuant to sections 328 and 1103 of the Bankruptcy Code, as well as Fed. R. Bankr. P. 2014, with compensation and reimbursement of expenses to be paid pursuant to sections 330 and 331 of the Bankruptcy Code, and in accordance with any administrative procedures established by order of the Court, and for such other and further relief as the Court deems just and proper.

OFFICIAL COMMITTEE OF UNSECURED CREDITORS OF CARBONLITE HOLDINGS, LLC, ET AL.

Dated: April 23, 2021 By: /s/ Vytas Gruodis ______Vytas Gruodis, Chair Bantam Materials International

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

In re: Chapter 11

CARBONLITE HOLDINGS LLC, et al.,1 Case No. 21-10527 (JTD)

Debtors. (Jointly Administered)

Objection Deadline: May 7, 2021 at 4:00 p.m. (ET) Hearing Date: May 20, 2021 at 2:00 p.m. (ET)

NOTICE OF APPLICATION OF THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS OF CARBONLITE HOLDINGS, LLC, ET AL. FOR AN ORDER AUTHORIZING THE COMMITTEE TO RETAIN AND EMPLOY BLANK ROME LLP AS ITS CO-COUNSEL PURSUANT TO 11 U.S.C. §§ 328 AND 1103 AND FED. R. BANKR. P 2014 NUNC PRO TUNC TO MARCH 25, 2021

PLEASE TAKE NOTICE that, on April 23, 2021, the Official Committee of Unsecured

Creditors (the “Committee”) appointed in the chapter 11 bankruptcy cases of the above- captioned debtors and debtors-in-possession (the “Debtors”), filed the Application of the Official

Committee of Unsecured Creditors of CarbonLite Holdings, LLC, et al. for an Order Authorizing the Committee to Retain and Employ Blank Rome LLP as Its Co-Counsel Pursuant to 11 U.S.C.

§§ 328 and 1103 and Fed. R. Bankr. P 2014 Nunc Pro Tunc to March 25, 2021 (the

“Application”). A copy of the Application is attached hereto.

Any responses or objections to the Application must be (i) filed in writing with the Clerk of the United States Bankruptcy Court for the District of Delaware, 824 North Market Street, 3rd

Floor, Wilmington, Delaware 19801, on or before May 7, 2021 at 4:00 p.m. (prevailing

Eastern Time) (the “Objection Deadline”) and (ii) served on, so as to be received by, the

undersigned proposed counsel to the Committee on or before the Objection Deadline.

A hearing with respect to the Application is scheduled to be held on May 20, 2021 at

2:00 p.m. (prevailing Eastern Time) before the Honorable John T. Dorsey, United States

Bankruptcy Judge, in the United States Bankruptcy Court for the District of Delaware, 824 North

Market Street, 5th Floor, Courtroom #5, Wilmington, Delaware 19801.

IF YOU FAIL TO RESPOND TO THE APPLICATION IN ACCORDANCE

WITH THIS NOTICE, THE COURT MAY GRANT THE RELIEF REQUESTED IN

THE APPLICATION WITHOUT FURTHER NOTICE OR OPPORTUNITY FOR A

HEARING.

Dated: April 23, 2021 BLANK ROME LLP Wilmington, Delaware /s/ Stanley B. Tarr Regina Stango Kelbon (DE No. 5444) Stanley B. Tarr (DE No. 5535) Jose F. Bibiloni (DE No. 6261) 1201 Market Street, Suite 800 Wilmington, Delaware 19801 Telephone: (302) 425-6400 Facsimile: (302) 425-6464 E-mail: [email protected] [email protected] [email protected]

-and-

HOGAN LOVELLS US LLP Erin N. Brady David P. Simonds Edward McNeilly 1999 Avenue of the Stars, Suite 1400 Los Angeles, CA 90067 Telephone: (310) 785-4600 Facsimile: (310) 785-4601 Email: [email protected] [email protected] [email protected]

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-and-

HOGAN LOVELLS US LLP Kevin Carey 1735 Market St., Floor 23 Philadelphia, PA 19103 Telephone: (267) 675-4600 Facsimile: (267) 675-4601 Email: [email protected]

Proposed Counsel to the Official Committee of Unsecured Creditors

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EXHIBIT A

Verified Statement Case 21-10527-JTD Doc 350-2 Filed 04/23/21 Page 2 of 18

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

In re: Chapter 11

CARBONLITE HOLDINGS LLC, et al.,1 Case No. 21-10527 (JTD)

Debtors. (Jointly Administered)

Objection Deadline: May 7, 2021 at 4:00 p.m. (ET) Hearing Date: May 20, 2021 at 2:00 p.m. (ET)

VERIFIED STATEMENT OF MICHAEL B. SCHAEDLE IN SUPPORT OF THE APPLICATION OF THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS OF CARBONLITE HOLDINGS, LLC, ET AL. FOR AN ORDER AUTHORIZING THE COMMITTEE TO RETAIN AND EMPLOY BLANK ROME LLP AS ITS CO-COUNSEL PURSUANT TO 11 U.S.C. §§ 328 AND 1103 AND FED. R. BANKR. P 2014 NUNC PRO TUNC TO MARCH 25, 2021

I, Michael B. Schaedle, declare, pursuant to 28 U.S.C. § 1746, under penalty of perjury that:

1. I am a partner in the law firm of Blank Rome LLP (“Blank Rome”), with offices at 1201 Market Street, Suite 800, Wilmington, Delaware 19801, and other locations, and I am duly authorized to make this verified statement (the “Verified Statement”) on behalf of Blank

Rome. I make this Verified Statement in support of the Application of the Official Committee of

Unsecured Creditors of CarbonLite Holdings, LLC, et al. for an Order Authorizing the

Committee to Retain and Employ Blank Rome LLP as Its Co-Counsel Pursuant to 11 U.S.C. §§

328 and 1103 and Fed. R. Bankr. P 2014 Nunc Pro Tunc to March 25, 2021 (the

“Application”).2

2. This Verified Statement is given in part on personal knowledge and in part on information and belief based on discussions with individuals at Blank Rome whom I consider reliable for the purposes of the matters discussed, and in part on reviewing records provided to me by Blank Rome colleagues and employees.

3. Blank Rome is a nationally recognized firm with extensive experience in bankruptcy and reorganization proceedings, including, without limitation, representing debtors, debtors in possession, trustees, creditors and creditors’ committees, and others in Chapter 11 and

Chapter 7 cases. Its sophisticated practice also spans many other areas of law, including, without limitation, corporate, energy, mortgage banking securities, commercial litigation, employee benefits, tax, and intellectual property matters. The firm is well qualified to represent the

Official Committee of Unsecured Creditors (the “Committee”) of CarbonLite Holdings, LLC, et al. in these Chapter 11 cases (the “Chapter 11 Cases”) as its Delaware co-counsel.

4. Blank Rome has, and is continuing to, extensively examine its database of existing and former clients to determine whether it had or has any connections with parties in interest in the Chapter 11 Cases. Specifically, Blank Rome’s analysis included an examination of the entities set forth on the list of potential parties in interest attached hereto as Schedule 1.

Blank Rome’s examination process is ongoing. Accordingly, if necessary, we will supplement this Verified Statement as appropriate. Additionally, Blank Rome has searched its database for members of the Office of the United States Trustee’s Office for Region 3 involved in the Chapter

2 Unless otherwise defined herein, all capitalized terms shall have the meanings ascribed to them in the Application.

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11 Cases, members of the Committee, and any Committee professionals, as set forth on

Schedule 1.

5. Based on the database examination of the entities specified above and on the attached Schedule 1, we have concluded that Blank Rome does not represent any entity in the

Chapter 11 Cases having an adverse interest in connection with these cases. However, I am advised that the entities on Schedule 2 are creditors of the Debtors and/or parties in interest in the

Chapter 11 Cases.3 Blank Rome represents, or has in the past represented, the entities listed on

Schedule 2 and/or certain affiliates thereof in discrete matters unrelated to the Chapter 11 Cases from time to time. Blank Rome does not and will not represent any entity appearing on Schedule

2 or any affiliate thereof in the Chapter 11 Cases.

6. While Blank Rome has taken all reasonable steps to ascertain whether current or recent clients are creditors of the Debtors, affiliated with creditors of the Debtors, or are otherwise parties in interest, it is possible there are relationships or connections of which Blank

Rome is not aware through reasonable diligence. Should Blank Rome become aware of any connections with other creditors or parties in interest, Blank Rome will supplement this Verified

Statement.

7. Blank Rome is a “disinterested person” as that term is defined in 11 U.S.C.

§ 101(14) in that Blank Rome, its members, of counsel and associates:

(a) are not creditors of the Debtors, equity security holders of the Debtors, or insiders4 of the Debtors;

3 Description of a party’s role in the case is not intended to nor shall it be deemed to be an admission as to the nature of any creditor’s claims or to the validity of any of its filings, including without limitation, Uniform Commercial Code filings. 4 The term “insider” as used herein shall have the same meaning ascribed to it in 11 U.S.C. § 101(31).

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(b) are not and were not, within two (2) years before the Petition Date, directors, officers, or employees of the Debtors; and

(c) do not have an interest materially adverse to the interest of the Debtors’ estates or of any class of creditors or equity security holders, by reason of any direct or indirect relationship to, connection with, or interest in, the Debtors, or for any other reason.

8. Additionally, neither Blank Rome, any member of Blank Rome, any attorney who is of counsel to Blank Rome, nor any associate of Blank Rome, insofar as I have been able to ascertain:

(a) presently represents a creditor or equity interest holder of the Debtors, or a person otherwise adverse or potentially adverse to the Debtors or the Debtors’ estates on any matter that is related to the Debtors or the Debtors’ estates or, except as described in paragraph 5 above, on any matter that is unrelated to the Debtors or the Debtors’ estates;

(b) except as described in paragraph 5 above, has any other connection with the Debtors, their creditors, the Office of the United States Trustee or any employee of that office or any other parties in interest; or

9. Blank Rome will represent no entity other than the Committee in connection with the Chapter 11 Cases. However, Blank Rome may represent a successor in interest to the

Committee or the Debtors’ estates pursuant to a confirmed plan in the Chapter 11 Cases.

10. As required by the Guidelines for Reviewing Applications for Compensation and

Reimbursement of Expenses Filed Under 11 U.S.C. § 330 by Attorneys in Larger Chapter 11

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Cases, effective November 1, 2013 (the “UST Guidelines”), I provide responses to the questions set forth in Section D of the UST Guidelines as follows:

(a) Blank Rome did not agree to a variation of its standard or customary billing arrangement for this engagement;

(b) None of the professionals included in this engagement have varied their rate based on the geographic location of these chapter 11 cases;

(d) Blank Rome is in the process of preparing a proposed staffing plan and budget for approval by the Committee. The Blank Rome attorneys and paraprofessionals staffed on this case, subject to modification depending upon further development, are as set forth below. These professionals will work on certain aspects of the case, and Blank Rome has agreed to staff specific matters so as to avoid duplication of efforts.5

11. Blank Rome has not received a retainer.

12. Blank Rome has agreed to be employed by the Committee at the firm’s customary, hourly rates for comparable matters, including paralegal services, and understands that the firm’s compensation is to be paid and the expenses and costs are to be reimbursed upon application to the Court and is subject to the Court’s approval and/or pursuant to any administrative procedures established by Order of the Court. Blank Rome anticipates that the following are the core team of professionals who will perform services for the Committee and the current hourly rates that Blank Rome customarily charges for their services:

Stanley B. Tarr $730.00 per hour

Gregory F. Vizza $680.00 per hour

Jose Bibiloni $525.00 per hour

5 Blank Rome has agreed to comply with the budget and staff reporting requirements contained in the UST Guidelines solely in connection with the Debtors’ chapter 11 cases. The decision to accept these requirements was based exclusively on the facts and circumstances of the Debtors’ chapter 11 cases and Blank Rome fully reserves the right to object to such requirements, or any other requirements contained in the UST Guidelines in future cases should it determine that it is appropriate to do so.

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B. Nelson Sproat $470.00 per hour

Lawrence R. Thomas $325.00 per hour

13. Other attorneys and paraprofessionals at Blank Rome may be called upon from time to time as the need and issues arise to represent the Committee in respect of all aspects of the Chapter 11 Cases. In particular, Blank Rome has expertise in certain practice areas, including in specialized areas concerning real estate, environmental and intellectual property law, and the Committee may elect to utilize Blank Rome’s expertise with respect to these matters. In the event that the Committee elects to utilize Blank Rome’s expertise in these specialized practice areas, Blank Rome would not duplicate services rendered to the Committee by its lead counsel, Hogan Lovells US LLP, which does not have attorneys practicing in these specialized areas.

14. The customary hourly rates of Blank Rome are $500 to $1,245 for partners, $405 to $775 for associates, and $200 to $495 for paraprofessionals. Hourly rates may change from time to time in accordance with Blank Rome’s established billing practices and procedures.6

Blank Rome will maintain detailed, contemporaneous records of time and necessary expenses provided or incurred in connection with the rendering of the legal services by category and nature of the services rendered.

15. Blank Rome customarily and generally charges clients for the costs of support services the firm provides in connection with a representation, including, without limitation, photocopying charges, long distance telephone calls, facsimile transmissions, messengers, courier mail, secretarial and administrative overtime and temporary services, travel, lodging and catering for meetings. Some of these services are provided by Blank Rome, in which case the

6 Blank Rome historically increases its hourly billing rates for its professionals and paraprofessionals in or about the first quarter of each year.

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charges are set by Blank Rome, and others are provided by third party service providers, in which case the charges are set by the providers. Blank Rome will charge the cost of these expenses in a manner and at rates consistent with charges generally made to the firm’s other clients and consistent with local bankruptcy rules. All such charges for which Blank Rome seeks payment are subject to Court approval and/or pursuant to any administrative procedure established by Order of the Court.

16. No agreement or understanding exists between Blank Rome and any other person

(other than members or employees of the firm) to share compensation received for services to be rendered in connection with this representation.

17. By reason of the foregoing, I believe that Blank Rome is eligible for employment and retention by the Committee pursuant to 11 U.S.C. §§ 328 and 1103 and applicable rules of bankruptcy procedure.

Pursuant to 28 U.S.C. § 1746, I declare under penalty of perjury the foregoing is true and correct to the best of my knowledge, information and belief.

Dated: April 23, 2021 /s/ Michael B. Schaedle ______Michael B. Schaedle

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Schedule 1

The following lists contain the names of reviewed entities, as described more fully in the Verified Statement.10

• Debtors • Contract Parties • Current/Former Insiders • Debtors Professionals (law firms, accountants, and other professionals) • Secured Parties • Banks • Current Vendors • Delaware Judges/United States Trustee Staff

10 Blank Rome has adopted the search pattern included on the disclosures filed by Debtors’ professionals in this case. Case 21-10527-JTD Doc 350-2 Filed 04/23/21 Page 10 of 18

Schedule 2

Interested Parties or their Affiliates Whom Blank Rome LLP Represents or has Represented in the Past Five Years in Matters Unrelated to the Chapter 11 Cases

Entity Name Relationship to Debtors Relationship to Blank Rome

Jeffries Financial Group Debtors’ Professional11 Blank Rome currently and in the past has represented Jeffries Financial Group and/or certain affiliates in matters unrelated to the Debtors and their estates. ADP, Inc. Current Vendor Blank Rome currently and in the past has represented ADP, Inc. and/or certain affiliates in matters unrelated to the Debtors and their estates. Airgas USA, LLC Current Vendor Blank Rome currently and in the past has represented Airgas USA, LLC and/or certain affiliates in matters unrelated to the Debtors and their estates. Amazon Current Vendor Blank Rome currently and in the past has represented Amazon and/or certain affiliates in matters unrelated to the Debtors and their estates. American Express Current Vendor Blank Rome currently and in the past has in the past represented American Express and/or certain affiliates in matters unrelated to the Debtors and their estates. AmeriGas Propane LP Current Vendor Blank Rome currently and in the past has represented AmeriGas Propane LP and/or certain affiliates in matters unrelated to the Debtors and their estates. Anthem Blue Cross Current Vendor Blank Rome currently represents certain affiliates of Anthem Blue Cross in matters unrelated to the Debtors and their estates. AT&T Current Vendor Blank Rome currently and in the past has represented AT&T and/or certain affiliates in matters unrelated to the Debtors and their estates.

11 Blank Rome has adopted the search pattern included on the disclosures filed by Debtors’ professionals in this case. Case 21-10527-JTD Doc 350-2 Filed 04/23/21 Page 11 of 18

Entity Name Relationship to Debtors Relationship to Blank Rome

AutoZone Current Vendor Blank Rome currently and in the past has represented certain affiliates of AutoZone in matters unrelated to the Debtors and their estates. Bank Leumi Secured Party Blank Rome currently and in the past Bank has represented Bank Leumi and/or certain affiliates in matters unrelated to the Debtors and their estates. Brenntag Current Vendor Blank Rome currently and in the past has represented Brenntag and/or certain affiliates in matters unrelated to the Debtors and their estates. Bulk Handling Systems, Inc. Current Vendor Blank Rome currently and in the past has represented Bulk Handling Systems, Inc. and/or certain affiliates in matters unrelated to the Debtors and their estates. California State University Current Vendor Blank Rome currently and in the past has represented California State University and/or certain affiliates in matters unrelated to the Debtors and their estates. Caltex Logistics Inc. Current Vendor Blank Rome has in the past represented certain affiliates of Caltex Logistics Inc. in matters unrelated to the Debtors and their estates. Casella Current Vendor Blank Rome currently and in the past has represented Casella Waste Systems, Inc. and/or certain affiliates in matters unrelated to the Debtors and their estates. CDW Direct LLC Current Vendor Blank Rome currently and in the past has represented CDW Computer Center, Inc. and/or certain affiliates, which may or may not be related to CDW Direct LLC, in matters unrelated to the Debtors and their estates. Great American Lloyds Inc. Current Vendor Blank Rome currently and in the past has represented certain affiliates of Great American Lloyds Inc. in matters unrelated to the Debtors and their estates. Chicago Title Company Current Vendor Blank Rome currently and in the past has represented Chicago Title Company and/or certain affiliates in matters unrelated to the Debtors and their estates.

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Entity Name Relationship to Debtors Relationship to Blank Rome

Cigna Current Vendor Blank Rome has in the past represented Cigna in matters unrelated to the Debtors and their estates. City of Reading Current Vendor Blank Rome currently and in the past has represented the City of Reading in matters unrelated to the Debtors and their estates. Comcast Current Vendor Blank Rome currently and in the past has represented Comcast and/or certain affiliates in matters unrelated to the Debtors and their estates. Commercial Protective Services, Current Vendor Blank Rome currently and in the past Inc. has represented Commercial Protective Services, Inc. and/or certain affiliates in matters unrelated to the Debtors and their estates. Commonwealth of Pennsylvania Current Vendor Blank Rome currently and in the past has represented the Commonwealth of Pennsylvania and/or certain affiliates in matters unrelated to the Debtors and their estates. Constellation Current Vendor Blank Rome currently and in the past has represented Constellation and/or certain affiliates in matters unrelated to the Debtors and their estates. Covex Personal Supplies LLC Current Vendor Blank Rome currently and in the past has represented Covex and/or certain affiliates in matters unrelated to the Debtors and their estates. De Lage Landen Current Vendor Blank Rome currently and in the past has represented De Lage Landen and/or certain affiliates in matters unrelated to the Debtors and their estates. Dell Marketing LP Current Vendor Blank Rome has in the past represented Dell Marketing LP and/or certain affiliates in matters unrelated to the Debtors and their estates. Direct Energy LP Current Vendor Blank Rome has in the past represented Direct Energy LP and/or certain affiliates in matters unrelated to the Debtors and their estates. DLA Piper LLP Current Vendor Blank Rome has in the past represented DLA Piper LLP and/or certain affiliates in matters unrelated to the Debtors and their estates. Donaldson Company, Inc. Current Vendor Blank Rome currently represents Donaldson Company, Inc. and/or certain

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Entity Name Relationship to Debtors Relationship to Blank Rome

affiliates in matters unrelated to the Debtors and their estates.

Dow Corning Corporation Current Vendor Blank Rome currently and in the past has represented Dow Corning Corporation and/or certain affiliates in matters unrelated to the Debtors and their estates. East West Bank Bank Blank Rome currently represents East West Bank and/or certain affiliates in matters unrelated to the Debtors and their estates. Emerging Acquisitions, LLC Current Vendor Blank Rome has in the past represented Emerging Acquisitions, LLC and/or certain affiliates in matters unrelated to the Debtors and their estates. Engie Current Vendor Blank Rome currently represents Engie and/or certain affiliates in matters unrelated to the Debtors and their estates. Evoqua Water Technologies, Current Vendor Blank Rome has in the past represented LLC Evoqua and/or certain affiliates in matters unrelated to the Debtors and their estates. Fauske and Associates, LLC Current Vendor Blank Rome currently represents certain affiliates of Fauske and Associates in matters unrelated to the Debtors and their estates. FedEx Current Vendor Blank Rome currently and in the past has represented FedEx and/or certain affiliates in matters unrelated to the Debtors and their estates. Ferguson Enterprises, Inc. Current Vendor Blank Rome has in the past represented Ferguson Enterprises and/or certain affiliates in matters unrelated to the Debtors and their estates. Frank Recruitment Group, Inc. Current Vendor Blank Rome currently and in the past has represented Frank Recruitment Group and/or certain affiliates in matters unrelated to the Debtors and their estates. Entity identified as “Frontier” Current Vendor Blank Rome currently and in the past has represented entities called “Frontier” and/or certain affiliates in matters unrelated to the Debtors and their estates.

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Entity Name Relationship to Debtors Relationship to Blank Rome

GP Harmon Recycling LLC Current Vendor Blank Rome currently and in the past has represented GP Harmon Recycling and/or certain affiliates in matters unrelated to the Debtors and their estates. GSI Group, Inc. Current Vendor Blank Rome currently and in the past has represented GSI Group in matters unrelated to the Debtors and their estates. Hagap-Lloyd America, LLC Current Vendor Blank Rome has in the past represented Hagap-Lloyd and/or certain affiliates in matters unrelated to the Debtors and their estates. Heritage-Crystal Clean Inc. Current Vendor Blank Rome has in the past represented Heritage-Crystal and/or certain affiliates in matters unrelated to the Debtors and their estates. Israel Discount Bank of New Bank Blank Rome currently and in the past York has IDB Bank and/or certain affiliates in matters unrelated to the Debtors and their estates. IHS Global Inc. Current Vendor Blank Rome currently and in the past has IHS Global and/or certain affiliates in matters unrelated to the Debtors and their estates. Lehigh University Current Vendor Blank Rome currently represents Lehigh University in matters unrelated to the Debtors and their estates. McAfee Consulting LLC Current Vendor Blank Rome currently and in the past has represented McAfee and/or certain affiliates in matters unrelated to the Debtors and their estates. Morgan Stanley/The CW Group Current Vendor Blank Rome currently and in the past has represented Morgan Stanley and/or certain affiliates in matters unrelated to the Debtors and their estates. Nalco Current Vendor Blank Rome currently and in the past has represented Nalco and/or certain affiliates in matters unrelated to the Debtors and their estates. New Century Beverage/PepsiCo Current Vendor Blank Rome currently and in the past Global has represented Pepsi and/or certain Contract Parties affiliates in matters unrelated to the Debtors and their estates. New Egg Current Vendor Blank Rome currently and in the past has represented New Egg and/or certain affiliates in matters unrelated to the

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Entity Name Relationship to Debtors Relationship to Blank Rome

Debtors and their estates. Niagara Bottling LLC Current Vendor Blank Rome currently and in the past Contract Parties has represented Niagara and/or certain affiliates in matters unrelated to the Debtors and their estates. Opus Bank Current Vendor Blank Rome currently and in the past has represented Opus Bank and/or certain affiliates in matters unrelated to the Debtors and their estates. Pacific Western Bank Bank Blank Rome currently and in the past has represented Pacific Western Bank and/or certain affiliates in matters unrelated to the Debtors and their estates. Party City Current Vendor Blank Rome currently and in the past has represented Party City Corporation and/or certain affiliates in matters unrelated to the Debtors and their estates. Perpetual Recycling Solutions, Current Vendor Blank Rome currently and in the past LLC has represented Perpetual Recycling Solutions and/or certain affiliates in matters unrelated to the Debtors and their estates. Entity identified as “PGR” Current Vendor Blank Rome currently and in the past has represented entities called “PGR” and/or certain affiliates in matters unrelated to the Debtors and their estates. Pitney Bowes, Inc. Current Vendor Blank Rome currently and in the past has represented Pitney Bowes and/or certain affiliates in matters unrelated to the Debtors and their estates. PNC Equipment Finance, LLC Secured Party Blank Rome currently and in the past has represented PNC Equipment Finance and/or certain affiliates in matters unrelated to the Debtors and their estates. ProLogis Management, LLC Current Vendor Blank Rome currently and in the past has represented certain affiliates of ProLogis in matters unrelated to the Debtors and their estates. PSI Molded Plastics Current Vendor Blank Rome currently and in the past has represented PSI Molded Plastics and/or certain affiliates in matters unrelated to the Debtors and their estates.

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Entity Name Relationship to Debtors Relationship to Blank Rome

Reed Smith LLP Debtors’ Professional Blank Rome currently and in the past has represented Reed Smith LLP in matters unrelated to the Debtors and their estates. Entity identified as “Reynolds” Current Vendor Blank Rome currently and in the past has represented entities called “Reynolds” and/or certain affiliates in matters unrelated to the Debtors and their estates. rPlanet Earth Los Angeles LLC Current Vendor Blank Rome in the past has represented rPlanet Earth in matters unrelated to the Debtors and their estates. Safety Kleen Systems, Inc. Current Vendor Blank Rome in the past has represented Safety Kleen and/or certain affiliates in matters unrelated to the Debtors and their estates. Shell Energy North America Current Vendor Blank Rome currently and in the past (US), LP has represented Shell and/or certain affiliates in matters unrelated to the Debtors and their estates. Siemens Industry, Inc. Current Vendor Blank Rome currently and in the past has represented Siemens and/or certain affiliates in matters unrelated to the Debtors and their estates. Signature Business Leasing LLC Secured Party Blank Rome currently and in the past has represented Signature and/or certain affiliates in matters unrelated to the Debtors and their estates. Southern California Gas Current Vendor Blank Rome currently and in the past Company has represented certain affiliates of SoCal Gas Company in matters unrelated to the Debtors and their estates. Staples Current Vendor Blank Rome currently and in the past has represented Staples and/or certain affiliates in matters unrelated to the Debtors and their estates. Texas Capital Bank Current Vendor Blank Rome currently and in the past has represented Texas Capital Bank and/or certain affiliates in matters unrelated to the Debtors and their estates. The Lubrizol Corporation Current Vendor Blank Rome currently and in the past has represented Lubrizol and/or certain affiliates in matters unrelated to the Debtors and their estates.

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Entity Name Relationship to Debtors Relationship to Blank Rome

T-Mobile Current Vendor Blank Rome currently and in the past has represented T-Mobile and/or certain affiliates in matters unrelated to the Debtors and their estates. Trelleborg Applied Technologies Current Vendor Blank Rome currently and in the past has represented Trelleborg and/or certain affiliates in matters unrelated to the Debtors and their estates. U.S. Bank, as Paying Agent Current Vendor Blank Rome currently and in the past has represented U.S. Bank and/or certain affiliates in matters unrelated to the Debtors and their estates. UGI Utilities Current Vendor Blank Rome currently and in the past has represented UGI Utilities and/or certain affiliates in matters unrelated to the Debtors and their estates. UMB Bank Secured Party Blank Rome in the past has represented UMB Bank and/or certain affiliates in Bank matters unrelated to the Debtors and their estates. Union Bank Current Vendor Blank Rome currently and in the past has represented Union Bank and/or certain affiliates in matters unrelated to the Debtors and their estates. United Rentals Current Vendor Blank Rome currently and in the past has represented United Rentals and/or certain affiliates in matters unrelated to the Debtors and their estates. UPS Current Vendor Blank Rome currently and in the past has represented UPS and/or certain affiliates in matters unrelated to the Debtors and their estates. Verizon Current Vendor Blank Rome currently and in the past has represented Verizon and/or certain affiliates in matters unrelated to the Debtors and their estates. Walmart Current Vendor Blank Rome currently and in the past has represented Walmart and/or certain affiliates in matters unrelated to the Debtors and their estates. Waste Management Current Vendor Blank Rome currently and in the past has represented Waste Management and/or certain affiliates in matters unrelated to the Debtors and their estates. Wawa Current Vendor Blank Rome currently and in the past has represented Wawa and/or certain

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Entity Name Relationship to Debtors Relationship to Blank Rome

affiliates in matters unrelated to the Debtors and their estates. Wells Fargo Bank, N.A. Current Vendor Blank Rome currently and in the past has represented Wells Fargo Bank, N.A. and/or certain affiliates in matters unrelated to the Debtors and their estates.

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EXHIBIT B

Declaration of Vytas Gruodis Case 21-10527-JTD Doc 350-3 Filed 04/23/21 Page 2 of 7

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

In re: Chapter 11

CARBONLITE HOLDINGS LLC, et al.,1 Case No. 21-10527 (JTD)

Debtors. (Jointly Administered)

Objection Deadline: May 7, 2021 at 4:00 p.m. (ET) Hearing Date: May 20, 2021 at 2:00 p.m. (ET)

DECLARATION OF VYTAS GRUODIS, AS REPRESENTATIVE OF BANTAM MATERIALS INTERNATIONAL, CHAIRPERSON OF THE COMMITTEE IN SUPPORT OF THE APPLICATION OF THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS OF CARBONLITE HOLDINGS, LLC, ET AL. FOR AN ORDER AUTHORIZING THE COMMITTEE TO RETAIN AND EMPLOY BLANK ROME LLP AS ITS CO-COUNSEL PURSUANT TO 11 U.S.C. §§ 328 AND 1103 AND FED. R. BANKR. P 2014 NUNC PRO TUNC TO MARCH 25, 2021

I, Vytas Gruodis, hereby declare, pursuant to 28 U.S.C. § 1746, under penalty of perjury as follows:

1. I am over the age of 21 and am competent in all respects to make this Declaration.

I am a Director and the duly authorized representative of Bantam Materials International

(“Bantam”) in connection with the above-captioned chapter 11 cases. Bantam serves as Chair of

Official Committee of Unsecured Creditors (the “Committee”) of CarbonLite Holdings, LLC and its affiliated debtors (together, the “Debtors”). This declaration is being submitted in support of the

Application of the Official Committee of Unsecured Creditors of CarbonLite Holdings, LLC, et al. for an Order Authorizing the Committee to Retain and Employ Blank Rome LLP as Its Co-

Counsel Pursuant to 11 U.S.C. §§ 328 and 1103 and Fed. R. Bankr. P 2014 Nunc Pro Tunc to

March 25, 2021 (the “Application”).2 Except as otherwise noted, all facts in this Declaration are based on my personal knowledge of the matters set forth herein, information gathered from my review of relevant documents and information supplied to me by Blank Rome.

2. This declaration is provided pursuant to ¶ D.2 of the U.S. Trustee Guidelines. I am informed by Blank Rome that the U.S. Trustee Guidelines require that any application for employment of an attorney under 11 U.S.C. §§ 327 or 1103 be accompanied by a verified statement from the client that addresses the following:

(a) The identity and position of the person making the verification. The person ordinarily should be the general counsel of the debtor or another officer responsible for supervising outside counsel and monitoring and controlling legal costs.

(b) The steps taken by the client to ensure that the applicant’s billing rates and material terms for the engagement are comparable to the applicant’s billing rates and terms for other non-bankruptcy engagements and to the billing rates and terms of other comparably skilled professionals.

(d) If the billing rates are not comparable to the applicant’s billing rates for other nonbankruptcy engagements and to the billing rates of other comparably skilled professionals, the circumstances warranting the retention of that firm.

(e) The procedures the client has established to supervise the applicant’s fees and expenses and to manage costs. If the procedure for the budgeting, review and approval of fees and expenses differ from those the client regularly employs in nonbankruptcy cases to supervise outside general counsel, explain how and why. In addition, describe any efforts to negotiate rates including rates for routing matters, or in the alternative to delegate such matters to less expensive counsel.

A. Identity of Declarant

3. On March 23, 2021, the Office of United States Trustee for the District of Delaware

(the “U.S. Trustee”) appointed the Committee pursuant to section 1102(a)(1) of the Bankruptcy

2 Unless otherwise defined herein, all capitalized terms shall have the meanings ascribed to them in the Application.

2 Case 21-10527-JTD Doc 350-3 Filed 04/23/21 Page 4 of 7

Code. The Committee is currently comprised of the following six (6) members: (i) Everrank

Investment Group, Inc.; (ii) Bantam Materials International; (iii) Replenysh, Inc; (iv) rPlanet

Earth Los Angeles LLC; (v) Banyan Plastics LLC; and (vi) Exact Staff, Inc. Bantam was appointed Chair of the Committee.

4. As the representative on behalf of Bantam, a member and one of the Chairpersons of the Committee, I was directly involved in the Committee’s decision to retain Blank Rome as the

Committee’s co-counsel in these chapter 11 cases, and I actively participated in negotiating the terms of Blank Rome’s employment together with the other members of the Committee.

B. Steps Taken to Ensure Comparability of Engagement Terms

5. I have confirmed with Blank Rome that, while its billing rates vary from attorney- to-attorney based on such factors as the attorney’s seniority and position with the firm (e.g., partner, associate), years of experience, and the demand for services in the attorney’s particular area of expertise, its billing rates do not vary as a function of whether the services performed relate to a bankruptcy engagement or a non-bankruptcy engagement.

6. The Committee has been informed that Blank Rome endeavors to set the hourly rates for its attorneys and paraprofessionals at levels competitive to those charged by firms with which they compete. The Committee confirmed that the material terms for the engagement are comparable to terms of other comparably skilled professionals. It is the Committee’s understanding that the hourly billing rates of Blank Rome are appropriate in light of the breadth of its experience and areas of expertise.

C. Number of Firms Interviewed and Selection of Blank Rome as Counsel

7. Prior to and following the formation of the Committee, the members of the

Committee received numerous inquiries regarding potential legal representation of the

3 Case 21-10527-JTD Doc 350-3 Filed 04/23/21 Page 5 of 7

Committee and ultimately selected seven law firms to interview. During each interview, the

Committee sought information with respect to each of the firms’ bankruptcy and non-bankruptcy billing practices, hourly rates and experience. Ultimately, the Committee selected Blank Rome to serve as its co-counsel.

D. Other Circumstances Warranting Retention of Blank Rome

8. The Committee selected Blank Rome as its counsel because of the firm’s extensive experience and knowledge in the fields of creditors’ rights, business reorganizations, restructurings, and liquidations under chapter 11 of the Bankruptcy Code, particularly in the context of asset sales, reorganizations, and liquidations.

E. Procedures Established to Supervise Fees and Expenses and Manage Costs

9. Throughout these Chapter 11 Cases, the Committee will supervise the fees and expenses incurred by Blank Rome to manage costs. In particular, I or another Bantam representative will review Blank Rome’s invoices and monthly applications for payment of fees and reimbursement of expenses. The Committee understands that Blank Rome historically increases the hourly billing rates for its professionals and paraprofessionals on a yearly basis. The

Committee has consented to such ordinary course rate increases.

10. Blank Rome is in the process of preparing a proposed staffing plan and budget for approval by the Committee. The Committee has been advised that the primary Blank Rome attorneys and paraprofessionals staffed on these cases, subject to modification depending upon further development, are as set forth below:

Timekeeper Title Standard Hourly Rate

Stanley B. Tarr Partner $730.00

Gregory F. Vizza Partner $680.00

4 Case 21-10527-JTD Doc 350-3 Filed 04/23/21 Page 6 of 7

Jose Bibiloni Associate $525.00

B. Nelson Sproat Associate $470.00

Lawrence R. Thomas Law Clerk $325.00

The Committee understands that, from time to time, other Blank Rome attorneys may be involved in these Chapter 11 Cases as needed.

11. Blank Rome has informed me that, if the Committee objects to the fees and expenses requested by Blank Rome in any monthly fee statement, and the objection cannot be resolved informally, Blank Rome will file a Notice of Objection to Fee Statement on the

Committee’s behalf. I understand that, in doing so, Blank Rome reserves all rights to contest any such objection raised to the allowance or payment of its requested fees and expenses, and the

Committee reserves the right to retain conflicts counsel to prosecute any such fee objection if it cannot be resolved informally by the parties.

12. Nothing contained herein is intended to limit Blank Rome’s ability to request allowance and payment of fees and expenses pursuant to 11 U.S.C. §§ 330 and 331, nor to restrict

Blank Rome’s right to defend any objection raised to the allowance or payment of such fees, nor to restrict the Committee’s right to retain conflicts counsel to prosecute any such fee objection to the extent it is not resolved informally by the parties or raised by another party in interest, such as the

U.S. Trustee.

13. Based on the foregoing, the Committee is of the opinion that it is necessary to employ Blank Rome and that such employment is in the best interest of the Debtors’ estates.

[Signature follows]

5 Case 21-10527-JTD Doc 350-3 Filed 04/23/21 Page 7 of 7

I DECLARE UNDER PENALTY OF PERJURY THAT THE FOREGOING IS TRUE AND CORRECT TO THE BEST OF MY KNOWLEDGE, INFORMATION AND BELIEF.

Dated: April 23, 2021 /s/ Vytas Gruodis Name: Vytas Gruodis, as representative of Bantam, solely in its capacity as Committee Chairperson

6 Case 21-10527-JTD Doc 350-4 Filed 04/23/21 Page 1 of 4

EXHIBIT C

Proposed Order Case 21-10527-JTD Doc 350-4 Filed 04/23/21 Page 2 of 4

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

In re: Chapter 11

CARBONLITE HOLDINGS LLC, et al.,1 Case No. 21-10527 (JTD)

Debtors. (Jointly Administered)

Re: Docket No. ___

ORDER AUTHORIZING THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS OF CARBONLITE HOLDINGS, LLC., ET AL. TO RETAIN AND EMPLOY BLANK ROME LLP AS ITS CO-COUNSEL PURSUANT TO 11 U.S.C. §§ 328 AND 1103 AND FED. R. BANKR. P. 2014 NUNC PRO TUNC TO MARCH 25, 2021

Upon consideration of the Application (the “Application”)2 of the Official Committee of

Unsecured Creditors of CarbonLite Holdings, LLC, et al. (the “Committee”) for authorization to retain and employ Blank Rome LLP (“Blank Rome”) as its co-counsel pursuant to 11 U.S.C. §§

328 and 1103, Rule 2014 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy

Rules”), and Rule 2014-1 of the Local Rules of Bankruptcy Practice and Procedure of the United

States Bankruptcy Court for the District of Delaware (the “Local Rules”); and upon consideration of the Verified Statement of Michael B. Schaedle, Esq. (the “Verified Statement”), a partner of Blank Rome; and this Court being satisfied that Blank Rome represents no interest adverse to the Debtors or their estates with respect to the matters upon which it is to be engaged, that it has no connections with the Debtors, the Debtors’ creditors, or any other party in interest,

1 The Debtors in these cases, along with the last four digits of each Debtor’s federal tax identification number, are: CarbonLite Holdings LLC (8957); CarbonLite Industries LLC (3596); CarbonLite P Holdings LLC (8957); CarbonLite P LLC (5453); CarbonLite PI Holdings LLC (8957); CarbonLite Pinnpack LLC (8957); CarbonLite Recycling Holdings LLC (8957); CarbonLite Sub-Holdings, LLC (8957); Pinnpack P, LLC (8322); CarbonLite Recycling LLC (3727); and Pinnpack Packaging LLC (9948). The address of the Debtors’ corporate headquarters is 10250 Constellation Blvd., Los Angeles, CA 90067. 2 Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Application. Case 21-10527-JTD Doc 350-4 Filed 04/23/21 Page 3 of 4

its respective attorneys and accountants, except as set forth in the Verified Statement, and that its employment is necessary and in the best interests of the Committee; and it appearing that due and proper notice of the Application has been provided and that no other or further notice need be given; and after due deliberation and good and sufficient cause appearing therefore, it is hereby ORDERED that:

1. The Application is GRANTED.

2. Pursuant to Bankruptcy Code sections 328 and 1103, Bankruptcy Rule 2014, and

Local Rule 2014-1, the Committee is authorized and empowered to retain and employ Blank

Rome as co-counsel in the Debtors’ chapter 11 cases, nunc pro tunc to March 25, 2021.

3. Blank Rome shall make appropriate application to this Court, and shall be compensated, in accordance with the provisions of Bankruptcy Code sections 330 and 331, the applicable Bankruptcy Rules, the Local Rules and orders of this Court with respect to compensation of professionals. Blank Rome also intends to make a reasonable effort to comply with the U.S. Trustee’s request for information and additional disclosures as set forth in the

Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed under 11 U.S.C. § 330 by Attorneys in Larger Chapter 11 Cases Effective as of November 1,

2013, both in connection with the Application and any interim and final fee applications to be filed by Blank Rome in these Chapter 11 Cases.

4. Ten (10) business days’ notice must be provided by Blank Rome to the Debtor, the United States Trustee, and the Committee prior to any increases in the rates set forth in the

Application and the Verified Statement, and such notice must be filed with the Court. The

United States Trustee retains all rights to object to any rate increase on all grounds including, but not limited to, the reasonableness standard provided for in Section 330 of the Bankruptcy Code,

2 Case 21-10527-JTD Doc 350-4 Filed 04/23/21 Page 4 of 4

and the Court retains the right to review any rate increase pursuant to Section 330 of the

Bankruptcy Code.

5. During the pendency of the Debtors’ chapter 11 cases, this Court shall retain jurisdiction with respect to any matter, claims, rights or disputes arising from or related to the implementation of this Order.

6. Blank Rome shall use reasonable efforts to coordinate with Hogan Lovells US

LLP to minimize unnecessary duplication of services provided to the Committee.

7. The Committee is authorized to take all actions necessary to effectuate the relief granted pursuant to this Order in accordance with the Application and the Verified Statement.

8. This Court shall retain jurisdiction over any and all matters arising from or related to the interpretation or implementation of this Order.