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Nancy Ribaudo

Texas Bar I.D. 24026066

nancy.ribaudo@kellyhart.com

Katherine T. Hopkins

Texas Bar I.D. 24070737

katherine.hopkins@kellyhart.com

KELLY HART & HALLMAN LLP

201 Main Street, Suite 2500

Fort Worth, Texas 76102

Telephone: 817/332-2500

Telecopy: 817/878-9280

Proposed Counsel for Debtors

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE NORTHERN DISTRICT OF TEXAS

FORT WORTH DIVISION

In re: §

§ Case No. 24-41520-ELM-11

WOODBRIDGE PARTNERS L.P., et al.

1

, §

§ Chapter 11

Debtors. §

§ (Jointly Administered)

§

APPLICATION TO APPROVE EMPLOYMENT OF KELLY HART &

HALLMAN LLP AS COUNSEL FOR THE DEBTORS AS OF PETITION DATE 

NO HEARING WILL BE CONDUCTED HEREON UNLESS A WRITTEN 

RESPONSE IS FILED WITH THE CLERK OF THE UNITED STATES 

BANKRUPTCY COURT AT 501 W. TENTH STREET, ROOM 147, FORT 

WORTH, TEXAS 76102 BEFORE CLOSE OF BUSINESS ON JUNE 21, 

2024, WHICH IS AT LEAST TWENTY-ONE (21) DAYS FROM THE 

DATE OF SERVICE HEREOF. 

ANY RESPONSE SHALL BE IN WRITING AND FILED WITH THE 

CLERK, AND A COPY SHALL BE SERVED UPON COUNSEL FOR THE 

MOVING PARTY PRIOR TO THE DATE AND TIME SET FORTH 

HEREIN. IF A RESPONSE IS FILED, A HEARING MAY BE HELD 

WITH NOTICE ONLY TO THE OBJECTING PARTY.

IF NO HEARING ON SUCH NOTICE OR MOTION IS TIMELY 

REQUESTED, THE RELIEF REQUESTED SHALL BE DEEMED TO BE 

 

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: Woodbridge Partners, LP (6716); Brentwood Nursery, Inc. (3393); Seville 

Farms, Inc. (6380); Integrated Botanics, LP (7617); GB2 Holdings, LLC (0872); and Hillister Farms, L.L.C. (5295).

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UNOPPOSED, AND THE COURT MAY ENTER AN ORDER GRANTING 

THE RELIEF SOUGHT OR THE NOTICED ACTION MAY BE TAKEN.

The above-referenced debtors and debtors-in-possession (each a “Debtor” and 

collectively, the “Debtors”) file this Application (the “Application”) seeking authority to retain 

and employ Kelly Hart & Hallman LLP (“Kelly Hart”) as counsel to the chapter 11 Debtors as of 

each Debtor’s petition date, pursuant to 11 U.S.C. §§ 327(a), 328(a) and 1107 of the United 

States Code (“Bankruptcy Code”), and Rule 2014(a) and 2016(b) of the Federal Rules of 

Bankruptcy Procedure (the “Bankruptcy Rules”) and L.B.R. 2014-1. In support of this 

Application, the Debtors submit the Declaration of Katherine T. Hopkins, attached hereto as 

Exhibit A (the “Hopkins Declaration”) and respectfully state as follows:

I. JURISDICTION AND VENUE

1. This Court has jurisdiction to consider this Application pursuant to 28 U.S.C. §§ 

157 and 1334. This is a core proceeding pursuant to 28 U.S.C. § 157(b)(2)(A). Venue is proper 

in this district pursuant to 28 U.S.C. §§ 1408 and 1409.

II. BACKGROUND

2. On May 1, 2024 (“Petition Date”), each of the Debtors filed a voluntary petition 

for relief under Chapter 11 of Title 11 of the United States Code (the “Bankruptcy Code”). On 

May 10, 2024, the Court entered orders directing that the Debtors’ bankruptcy cases be jointly 

administered under Case No. 24-41520 [Docket No. 34]. The Debtors continue to manage and 

operate their businesses as debtors-in-possession pursuant to Bankruptcy Code §§ 1107 and 

1108. 

3. No trustee or examiner has been appointed in these bankruptcy cases. No official 

committee of unsecured creditors has been appointed. 

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4. A detailed factual background of the Debtors’ business and operations and the 

events leading up to the commencement of these Chapter 11 cases is more fully set forth in the 

Declaration of William Brentlinger in Support of Debtors’ Chapter 11 Petitions and First-Day 

Motions, filed on May 7, 2024, and is incorporated herein by reference. 

III. DISCUSSION

5. By this Application, the Debtors request entry of an order pursuant to §§ 327(a) 

and 328(a) of the Bankruptcy Code, Bankruptcy Rule 2014 and L.B.R. 2014-1, authorizing the 

retention and employment of Kelly Hart as their counsel effective as of the Debtors’ Petition 

Date. Debtors request that the Court approve their retention of Kelly Hart for legal services 

necessary in connection with their chapter 11 cases in accordance with Kelly Hart’s normal 

hourly rates and reimbursement policies. 

A. DEBTOR’S SELECTION OF KELLY HART

6. Debtors believe that the attorneys at Kelly Hart are well qualified to represent 

them in this proceeding. The attorneys in the bankruptcy group at Kelly Hart have significant 

experience in bankruptcy/reorganization matters and have represented parties in complex chapter 

11 cases throughout the country. Members of the firm have historically provided a full range of 

legal services to debtors, trustees, examiners, creditors’ committees, equity owners and secured 

and unsecured creditors and have specialized experience in representing chapter 11 debtors 

before various courts, including the Northern, Southern, Eastern and Western Districts of Texas, 

among other courts. Accordingly, Kelly Hart has the necessary background to deal effectively 

with the legal issues that may arise in the context of the Debtors’ bankruptcy cases.

7. Further, Kelly Hart has represented the Debtors for approximately two years in 

various matters, including but not limited to the negotiation and preparation of documents related 

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to the sale of assets, negotiation and preparation of documents related to the lease of property, 

representation in multiple state and federal court litigation, out of court negotiations and 

communications with creditors, among other matters. Through this representations, Kelly Hart 

has acquired familiarity with the Debtors’ operations, asset and debt structure, and bankruptcy 

options. Debtors believe that Kelly Hart is well qualified to represent the Debtors, as the 

debtors-in-possession in these cases and in the proceedings that should be handled by bankruptcy 

counsel for the debtors-in-possession. Furthermore, it is necessary for the Debtors, as debtors-inpossession, to employ attorneys to render such professional services. 

B. PROFESSIONAL SERVICES TO BE RENDERED BY KELLY HART

8. The employment of Kelly Hart is appropriate to enable the Debtors to faithfully 

execute their duties as debtors-in-possession. Debtors wish to employ Kelly Hart as attorneys to 

give the Debtors legal advice with respect to the Debtors’ powers and duties as debtors-inpossession, operation of their businesses, sale of Debtors’ property, a plan for payment to 

creditors, and to perform all other legal services for the debtors-in-possession which may be 

necessary herein. Kelly Hart will utilize the services of other members and associates of the firm 

as necessary, at customary hourly rates. 

9. As Debtors’ counsel, Kelly Hart will render legal services as needed in 

connection with Debtors’ chapter 11 proceedings, including, but not limited to the following: 

a. serve as counsel of record for the Debtors in all aspects of these chapter 11 

cases; 

b. preparing all necessary motions, applications, draft orders, reports, and other 

papers in connection with the administration of the Debtors’ chapter 11 

estates;

c. taking all necessary actions in connection with a chapter 11 plan, related 

disclosure statement(s) and all other related documents, and such further 

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actions as may be required in connection with the confirmation of a plan of 

reorganization or liquidation; 

d. taking all necessary action to protect and preserve the Debtors’ estates, 

including the prosecution of actions on the Debtors’ behalf, the defense of any 

actions commenced against the Debtors, the negotiation of disputes in which 

the Debtors are involved, and the preparation of objections to claims filed 

against the Debtors’ estates; and

e. performing all other legal services for and on behalf of the Debtors that may 

be necessary or appropriate in the administration of the chapter 11 case. 

10. Debtors believe that the services of Kelly Hart will not duplicate the services that 

other professionals will be providing to the Debtors in these chapter 11 cases. Specifically, 

Kelly Hart will carry out unique functions and will use reasonable efforts to coordinate with the 

Debtors and the other professionals retained in these chapter 11 cases to avoid the unnecessary 

duplication of services.

C. DISINTERESTEDNESS OF KELLY HART

11. Debtors have reviewed the Hopkins Declaration. To the best of Debtors’ 

knowledge, Kelly Hart and its respective lawyers do not have any connection with the Debtors, 

their creditors, the United States Trustee, or other parties in interest, except as indicated in 

Schedule 2 attached to the Hopkins Declaration. Notwithstanding those connections, the Debtors 

believe that Kelly Hart is disinterested and neither holds nor represents any interest adverse to 

them in the matters upon which Kelly Hart is to be engaged. Kelly Hart is therefore disinterested 

and holds no claim or interest adverse to the estate.

D. PROPOSED ARRANGEMENT FOR COMPENSATION

12. Kelly Hart was employed to represent the Debtors in July 2022. Since that time, 

Kelly Hart has served as counsel to the Debtors in a variety of matters, including analysis and 

preparation in connection with bankruptcy matters; assisting with the sale and marketing of 

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assets and negotiation and preparation of documents related thereto; representation in extensive 

litigation in both state and federal courts; negotiation and preparation of documents related to 

lease of property, business matters; and out of court negotiations and communications with 

creditors, among other matters.

13. In connection with bankruptcy-related attorneys’ fees and reimbursable expenses, 

Kelly Hart received payment in the amount of $52,577.842 which was received within one year 

prior to the Petition Date for pre-petition bankruptcy services, and $10,428.00, for pre-petition 

filing fees. The foregoing payments were expressly related to the payment of services performed 

and reimbursement of expenses incurred by Kelly Hart for bankruptcy services provided to the 

Debtors before the Petition Date.3 

14. Any fees for services and amounts for reimbursement of expenses after the 

Petition Date will be applied for under §§ 327 and 330 of the Bankruptcy Code, or, in the event 

of entry of an order by this Court governing procedures for interim payment of fees and 

reimbursement of expenses, Kelly Hart will comply with such order with respect to fees and 

costs.

15. Subject to this Court’s approval, Kelly Hart will charge for its legal services on an 

hourly basis in accordance with its standard hourly rates in effect on the date such services are 

rendered, subject to Bankruptcy Code sections 327, 328, 330, and 331. The current hourly rates 

of the Kelly Hart attorneys expected to perform legal services to the Debtors range from $300.00 

for the most junior associate who is likely to work on this matter to $800.00 for the most senior 

 

2 Kelly Hart intends to amend its Disclosure of Compensation as voluntary reductions were included in the 

total set forth in that document. 

3 Additional amounts were paid to Kelly Hart for other services unrelated to bankruptcy services, such as 

services related to the sale of assets, litigation defense, and other representations.

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partner who may work on this matter, including: Nancy Ribaudo - $600.00/hour; Katherine 

Hopkins $585.00/hour; and Joseph Austin - $375.00/hour.4

16. Kelly Hart has advised Debtors that its fees are commensurate with fees charged 

to its other clients for similar services. Debtors understand that the rates charged by Kelly Hart 

may be adjusted from time to time and are usually adjusted on an annual basis. 

17. Consistent with the firm’s policy with respect to its other clients, Kelly Hart will 

charge the Debtors for all expenses incurred in rendering services to the Debtors. These 

customary items include, among other things, photocopying, facsimiles, travel, business meals, 

postage, witness fees and other fees related to trials and hearings to the extend incurred by Kelly 

Hart. Internal costs and overhead costs will not be charged to the Debtors. Certain expenses for 

copying, postage, and mail out services charged by outside vendors will be invoiced to and paid 

directly by the Debtors. 

18. Debtors believe that the hourly rate and expense policies of Kelly Hart constitute 

fair and reasonable terms for retention of Kelly Hart by the Debtors and should be approved 

under sections 327(a) and 328(a) of the Bankruptcy Code. That structure appropriately reflects 

the nature of the services to be provided by Kelly Hart and the fee structures typically utilized by 

leading firms of similar stature to Kelly Hart for comparable engagements, both in and out of 

court. The compensation structure is consistent with Kelly Hart’s normal and customary billing 

practices for cases of this size and complexity that require the level of scope and services 

outlined herein. 

 

4 The full range of hourly rates include: Partners - $425.00 - $950.00/hour; Associates - $300.00 -

$535.00/hour; and Paralegals - $170.00 - $305.00/hour.

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19. Kelly Hart has not received any retainer for post-petition services. And, as stated 

in the Hopkins Declaration, Kelly Hart has no agreement with any entity to share compensation 

received from the Debtor.

20. Debtors submit that for all the reasons stated herein and in the Hopkins 

Declaration, the retention and employment of Kelly Hart as the Debtors’ counsel pursuant to §§ 

327(a) and 328(a) of the Bankruptcy Code and Bankruptcy Rule 2014(a) is warranted. Debtors 

respectfully request that the retention of Kelly Hart be approved effective as of the Petition Date 

pursuant to L.B.R. 2014-1.

21. No prior application for the relief requested in this Application has been made to 

this or any other Court.

E. BASIS FOR RELIEF

22. The Debtors seek approval of Kelly Hart’s retention and compensation structure 

pursuant to §§ 327(a) and 328(a) of the Bankruptcy Code. Section 327(a) of the Bankruptcy 

Code provides, in relevant part, as follows:

Except as otherwise provided in this section, the trustee, with the 

court’s approval, may employ one or more attorneys, accountants, 

appraisers, auctioneers, or other professional persons, that do not 

hold or represent an interest adverse to the estate, and that are 

disinterested persons, to represent or assist the trustee in carrying 

out the trustee’s duties under this title.

11 U.S.C. § 327(a).

23. Section 328(a) of the Bankruptcy Code provides, in pertinent part, that a debtor 

“with the court’s approval, may employ or authorize the employment of a professional person 

under section 327 . . . on any reasonable terms and conditions of employment, including on a 

retainer, on an hourly basis, on a fixed or percentage fee basis, or on a contingent fee basis.” 

11 U.S.C. § 328(a). Thus, § 328(a) of the Bankruptcy Code permits the compensation of 

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professionals, on flexible terms that reflect the nature of their services and market conditions. As 

the United States Court of Appeals for the Fifth Circuit recognized in Donaldson Lufkin & 

Jenrette Sec. Corp. v. Nat’l Gypsum (In re Nat’l Gypsum Co.):

Prior to 1978 the most able professionals were often unwilling to 

work for bankruptcy estates where their compensation would be 

subject to the uncertainties of what a judge thought the work was 

worth after it had been done. That uncertainty continues under the 

present § 330 of the Bankruptcy Code, which provides that the 

court award to professional consultants “reasonable compensation” 

based on relevant factors of time and comparable costs, etc. Under 

present § 328 the professional may avoid that uncertainty by 

obtaining court approval of the compensation agreed to with the 

trustee (or debtor or committee).

123 F.3d 861, 862 (5th Cir. 1997) (internal citations and emphasis omitted).

24. As discussed above and as set forth in the Hopkins Declaration, Kelly Hart 

satisfies the disinterestedness standard in § 327(a) of the Bankruptcy Code. Additionally, given 

the numerous issues that Kelly Hart may be required to address in the performance of the 

services for the Debtors, Kelly Hart’s commitment to the variable level of time and effort 

necessary to address all such issues as they arise and the market prices for Kelly Hart’s services 

for engagements of this nature, the Debtors believe that the terms and conditions of Kelly Hart’s 

employment are fair, reasonable, and market-based under the standards set forth in § 328(a) of 

the Bankruptcy Code and that the rate structure articulated herein and in the Hopkins Declaration 

should be approved under § 328(a). 

25. Kelly Hart will apply for compensation and reimbursement of expenses in 

compliance with §§ 330 and 331 of the Bankruptcy Code, the applicable provisions of the 

Bankruptcy Rules, the Local Rules, and any other applicable procedures or orders of the Court. 

Kelly Hart’s fee applications for allowance of its compensation and expenses will be paid as 

authorized by the Court. Kelly Hart also intends to make a reasonable effort to comply with the 

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U.S. Trustee’s requests 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 (the “Revised UST Guidelines”) both in 

connection with this Application and in the interim and final fee applications to be filed by Kelly 

Hart in the bankruptcy case.

IV. RELIEF REQUESTED

Debtors respectfully request that the Court enter an order: (i) granting this Application, 

(ii) authorizing the Debtors to retain and employ Kelly Hart as their legal counsel, effective as of 

the Petition Date, and (iii) granting such other and further relief as may be just and proper. 

Respectfully submitted,

Woodbridge Partners, L.P., Brentwood 

Nursery, Inc., Seville Farms, Inc., 

Integrated Botanics, LP, GB2 Holdings, 

LLC, and Hillister Farms, L.L.C., debtors 

in possession

By: /s/ William Brentlinger

 William Brentlinger

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EXHIBIT A

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3943-65.1

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE NORTHERN DISTRICT OF TEXAS

FORT WORTH DIVISION

In re: §

§ Case No. 24-41520-ELM-11

WOODBRIDGE PARTNERS L.P., et al.

1

, §

§ Chapter 11

Debtors. §

§ (Jointly Administered)

DECLARATION OF KATHERINE T. HOPKINS IN SUPPORT OF APPLICATION 

TO EMPLOY KELLY HART & HALLMAN LLP AS COUNSEL TO THE DEBTORS 

I, Katherine T. Hopkins, hereby state the following:

1. I am an attorney at law admitted to practice before the bar of the State of Texas 

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

Texas, and the United States Court of Appeals for the Fifth Circuit. I am a partner in the law 

firm of Kelly Hart & Hallman LLP (“Kelly Hart”) in the firm’s Fort Worth office located at 201 

Main Street, Suite 2500, Fort Worth, Texas 76102. 

2. I submit this Declaration in support of the Application (the “Application”) to 

retain and employ Kelly Hart as counsel to the Debtors2and to provide disclosures required 

under Rules 2014(a) and 2016(b) of the Federal Rules of Bankruptcy Procedure. Unless 

otherwise stated, I have personal knowledge of the facts stated in this Declaration. I have read 

the Application and to the best of my knowledge, I believe that it is true and correct. 

3. To the best of my knowledge, Kelly Hart has no connection with any party in 

interest which would present a conflict with its representation of the Debtors in their chapter 11 

cases.

 

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: Woodbridge Partners, LP (6716); Brentwood Nursery, Inc. (3393); Seville 

Farms, Inc. (6380); Integrated Botanics, LP (7617); GB2 Holdings, LLC (0872); and Hillister Farms, L.L.C. (5295).

2 Capitalized terms not otherwise defined herein shall have the meaning given to them in the Application.

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3943-65.1

4. In July 2022, Kelly Hart was engaged by the Debtors, on an hourly basis, to 

provide representation and advice in connection with various matters, including potential 

bankruptcy considerations. Kelly Hart received payment in the amount of $52,577.843, which 

was received for pre-petition for bankruptcy services within one year prior to the Petition Date, 

and $10,428.00, which was received for pre-petition filing fees. The foregoing payments were 

expressly related to the payment of services performed and reimbursement of expenses incurred 

by Kelly Hart for bankruptcy services provided to the Debtors before the Petition Date.4 

5. In preparing this Declaration, Kelly Hart staff members, under my supervision 

and direction, searched Kelly Hart’s client database to determine whether Kelly Hart has any 

relationship with the Debtors, their creditors or any known parties in interest. The list of parties 

subjected to the internal conflicts check are listed on Schedule 1. Based on the information 

known to date and after diligent inquiry, I am not aware of any connection with the Debtors, 

their creditors, any other party in interest or the United States Trustee’s office which would 

preclude Kelly Hart’s representation of the Debtors in these chapter 11 cases. While the results 

of these searches revealed no conflict of interest with regard to Kelly Hart’s anticipated 

representation of the Debtors, certain connections to parties in interest, in matters wholly 

unrelated to these cases, were revealed. Out of an abundance of caution and in the interest of full 

candor to the Court, those connections are disclosed in Schedule 2.

6. I do not believe any of the connections set forth in Schedule 2 would preclude 

Kelly Hart’s proposed representation of the Debtors in these chapter 11 cases because Kelly 

 

3 Kelly Hart intends to amend its Disclosure of Compensation as voluntary reductions were included in the 

total set forth in that document.

4 Additional amounts were paid to Kelly Hart for other services unrelated to bankruptcy services, such as 

services related to the sale of assets, litigation defense, and other representation.

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3943-65.1

Hart’s representation of those entities is limited to discreet matters wholly unrelated to the 

Debtors and Debtors’ bankruptcy cases. If additional information becomes available or 

additional connections are discovered, Kelly Hart will promptly file appropriate supplemental 

disclosure information. 

7. In the event Kelly Hart learns of a conflict of interest with one of its other former 

or current clients, Kelly Hart will recommend to the Debtors that they retain separate “conflicts” 

counsel. In such circumstances, Kelly Hart will use its best abilities not to duplicate any services 

being provided by such counsel. 

8. Based upon all present information known to me, other than as disclosed herein, I 

believe Kelly Hart is “disinterested” and does not hold or represent any interest adverse to the 

Debtor’s estate with respect to the matters for which Kelly Hart is to be employed.

9. Kelly Hart proposes to provide legal services to the Debtors as chapter 11 debtors 

based on Kelly Hart’s customary hourly rates in effect when such services are performed. The 

current hourly rates of the Kelly Hart attorneys expected to perform legal services to the Debtors 

range from $300.00 for the most junior associate who is likely to work on this matter to $800.00 

for the most senior partner who is likely to work on this matter, including the following: Nancy 

Ribaudo - $600.00/hour; Katherine Hopkins - $585.00/hour; and Joseph Austin - $375.00/hour.5 

I am the partner at Kelly Hart having primary responsibility for this engagement. 

10. Consistent with the firm’s policy with respect to its other clients, Kelly Hart will 

charge the Debtors for all services provided and for other charges and disbursements incurred in 

rendering services to the Debtors. These customary items include, among other things, large 

volume photocopying, facsimiles, travel, business meals, postage, witness fees, and other fees 

 

5 The full range of hourly rates include: Partners - $425.00 - $950.00/hour; Associates - $300.00 -

$535.00/hour; and Paralegals - $170.00 - $305.00/hour.

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3943-65.1

related to trials and hearings to the extent incurred by Kelly Hart. Kelly Hart’s internal costs or 

overhead costs will not be charged. Certain expenses for copying, postage, and mail out services 

charged by outside vendors will be invoiced to and paid directly by the Debtors. 

11. Kelly Hart recognizes that the allowance of compensation for services rendered 

on behalf of the Debtors in connection with these chapter 11 proceedings and the reimbursement 

of expenses is subject to the approval and authorization of this Court. Kelly Hart intends to 

apply for compensation for professional services rendered and for reimbursement of expenses 

incurred in accordance with the applicable provisions of the Bankruptcy Code, Bankruptcy 

Rules, Local Bankruptcy Rules, orders of this Court and the United States Trustee Guidelines for 

post-petition work provided to the Debtors in connection with these chapter 11 cases. Kelly Hart 

understands that any application for fees must be supported by detailed contemporaneous time 

records. Kelly Hart also understands that this Court’s approval of this Application for 

Employment does not constitute approval of any proposed terms of compensation and that this 

Court may allow compensation on terms different from those proposed.

12. Kelly Hart has no agreement with any other entity to share compensation received 

by Kelly Hart, other than among the members of Kelly Hart.

13. Neither Kelly Hart nor I are equity security holders or insiders of the Debtors.

14. Neither Kelly Hart nor I were, within two years before the date of the filing of the 

petitions in the above-captioned bankruptcy cases, a director, officer, or employee of the 

Debtors. 

15. The foregoing constitutes the statement of Kelly Hart pursuant to Bankruptcy 

Code §§ 328(a), 329, and 504, and Bankruptcy Rules 2014(a) and 2016(b) and Local Rules 

2014-1 and 2016-1. 

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3943-65.1

16. Kelly Hart will comply with the U.S. Trustee’s requests for information and 

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 (the “Revised UST Guidelines”) both in connection with this Application and the interim 

and final fee applications to be filed in the Debtors’ Cases. 

17. Kelly Hart provides the following responses to the questions set forth in Part D of 

the Appendix B of the Revised UST Guidelines:

Questions Required by Part 

D1 of the Revised UST 

Guidelines

Answer

Did you agree to any 

variations from, or 

alternatives to, your standard 

or customary billing 

arrangements for this 

engagement?

There were pre-petition 

voluntary reductions and 

discounts provided in 

connection with certain 

services. 

Do any of the professionals 

included in this engagement 

vary their rate based on the 

geographic location of the 

bankruptcy case?

No

If you represented the client 

in the last 12 months 

prepetition, disclose your 

billing rates and material 

financial terms for the 

prepetition engagement, 

including any adjustments 

during the 12 months 

prepetition. If your billing 

rates and material financial 

terms have changed postpetition, explain the 

difference and reasons for the 

difference. 

Kelly Hart represented the 

Debtors in various matters. 

The billing rates during the 

2023-2024 representation of 

the Debtors were as follows: 

Nancy Ribaudo - $550.00 per 

hour; Katherine Hopkins - 

$475.00 per hour; Joseph 

Austin - $305.00 per hour. 

The variance between these 

rates in comparison to the 

actual 2023-2024 rates was 

the result of voluntary 

reduction in hourly rates. The 

other financial terms of the 

pre-petition employment have 

not materially changed. 

Has your client approved Kelly Hart anticipates 

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3943-65.1

your respective budget and 

staffing plan, and, if so, for 

what budget period?

developing a proposed budget 

and staffing plan to 

reasonably comply with the 

U.S. Trustee’s request for 

information and additional 

disclosures, as to which Kelly 

Hart reserves all rights.

18. Based on the foregoing, I respectfully state that it is my opinion that all 

requirements for Kelly Hart’s retention by the Debtors have been met. 

I declare under penalty of perjury that the foregoing is true and correct.

Executed: May 31, 2024 By: /s/ Katherine T. Hopkins___

Katherine T. Hopkins

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3943-65.1

Schedule 1

Greater Nevada Credit Union

The Small Business Administration

LSQ Funding Group, L.C.

Iron Horse Credit LLC

Ball Horticultural Company

2 Plant International

3343 Locke Ave LLC

49 Toll

A.M.Leonard

AA Sprinkler

ABAA Transportation

Abbott IPCO, Inc.

ABC Auto Parts

Active Cyber

Advanced Grower Solutions, LLC

Agrinomix

Airgas USA, LLC

Alexander Plant Farm Inc

American Automatic Sprinkler, Inc.

Amerigas - Arlington

Amerigas - Wylie

Arguindegui Oil Co Ii Ltd

A-Roo Company LLC

AT&T 

AT&T Mansfield

Atmos Energy

Atmos Energy Corp

Automated Ice L.L.C.

Aydani Wholesale Nursery LLC

Baxter Packaging LLC

Bellpark Horticulture

Blackmore Company Inc

Bobby Veselka Trucking

Boxx Modular, Inc.

Brentwood Nursery, Inc

Building Janitorial Service

Business Essentials

BWI

C&A TRANS, LLC

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3943-65.1

Carenow Corporate

Casa Flora

Certify, Inc.

Charter Communications

City Of Fort Worth

City Of Fort Worth Water Dept.

Coburn Supply Company

Cokinos Energy Corporation

Colorado County Oil Co. Inc.

CommerceHub

Concept Plants

CRS Supply Group

Cruz Hernandez

CTI International Limited

Dakota Distribution, LP

De Lage Landen

De Los Santos Farms LLC

Dealers Electrical Supply Co.

Del Norte Harvesting LLC

Dex Imaging Inc

E J Parsley

Eagle Fuel & Oil, LP

East Rio Hondo Water Supply Corp

East Texas Alarm, Inc.

East Texas Ice Machines

Elliott Electric Supply, Inc.

Emergency Physicians of West Bluff

Equipment Depot

Everbank Commercial Finance

Express Seed Company

Fayette Electric Coop

Federal Express

Fedex Freight

Flamingo Holland, Inc.

Foremost Co

Four Seasons Trucking LLC

Four Star Sales LLC

Frontier Communications

General Motors Financial Co, Inc.

GIS Benefits

Grahmann's True Value Hardware

Green Market Systems, Inc.

Green Trade Horticulture LLC

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3943-65.1

Grower Direct Supply Inc.

H&H Golf Carts

Harmon Trucking

Harrell's LLC

Helena Chemical Company

Home Depot Credit Services

HUB International Texas, Inc.

Hydro Systems, Inc.

Irrigation-Mart, Inc.

Ivy Garth Seeds

Jackson Walker LLP

John Henry-WestRock

La Grange Ice Plant

Labels Etc. Inc.

Landmark Plastic Corp

Living Earth

LSQ Funding Group

Managed Pharmacy Programs

Mastertag

Mchutchison

McKinney Trailer Rentals

Metro Irrigation Supply

Mica Rentals Inc. The Outhouse Comp

Mike Joe Parsley

Monitronics Funding LP

MTZ Transport

My Alarm Center, LLC

Net RMA Processing 

Nets Trailer Leasing Of TX LLC

North Texas Tollway Authority

O'Reilly Auto Parts

Orora Visual TX LLC

Pindstrup Mosebrug A/S

Pink Screening Inc

Pioneer Gardens

Pitney Bowes Global Financial Svc

PLM Trailer Leasing, Inc.

PNC Equipment Finance, LLC

Premier Trailers, LLC

Prodrivers

Protection One Alarm Monitoring Inc

P'S Plant Farm, LLC

Pueblo Tires, Ltd.

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3943-65.1

Purvis Industries 

Qualtracks Inc

Redneck Trailer Supplies

Reeder Distributors, Inc

Reliant

Remcor

Republic Services #070

Richard A Harmon

Rio Grande Waste LLC

Rodrigo's Trucking

Royalty Administration Int.

Rozell Sprayer Mfg. Co.

Salem Leasing Corporation

Sanchez Plant Farm LLC

Select Staff

Service of Process Agents, Inc.

Sessions Plant Farm

SiteOne Landscape Supply, LLC

Small Business Innovations 

Staples Business Credit

Stinchcomb Associates Inc.

Stuart Hose & Pipe Company

Suez WTS Services USA, Inc.

Summit Plastic Company

Super Dave's Tire

Teladoc Inc

Texas Disposal Systems, Inc.

Texas Nursery & Landscape Assn Inc.

The Hartford

The HC Companies, Inc.

The Whaley Place LLC

Tony Hernandez

Trimble Maps

Triple P Farms, LLC

Tyler County Hospital

Tyler Power Equipment

Uline Shipping Supplies

Underground Utility Supply LLC

United States Treasury 

Vista Trucking LLC

Waste Advantage

Wells Fargo Financial Leasing

Westrock CP LLC

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3943-65.1

Whitley Penn LLP

William Lee Parson

William Brentlinger

Robert Brentlinger

Williams Scotsman Inc

Wood County Electric

Young Hollow Nursery Inc

Zarsky Lumber Co.

RMA Toll Processing

AT&T Atlanta

AT&T Illinois 

AT&T Long Distance

Belky Trucking

Blackjack Water Supply

CCRMA Toll Processing Services

Chubb

City of Waxahachie

Richard Rozier Tax Assessor

East Texas Alarm, Inc.

Richard Moring Fayette County App.

Fort Worth False Alarm Mgmt Sys.

GXS, Inc.

Johnson County - Scott Porter

John's Heating & Air Conditioning

JOTS Rentals

Living Earth

Logitec Plus Handling Technology

Metrolina Greenhouse

Mica Rentals Inc. - The Outhouse Comp

Monitronics Funding LP

My Alarm Center, LLC

Ortiz Trucking

OTA - Plate Pay

Pink Screening Inc.

Plainsman Tire

PlantHaven International Inc.

Robert Half Technology

Ryder Truck Rental Inc.

Sage Software

Sardis Tire & Wheels

Small Business Administration

Smith County Tax-Assessor Coll.

Southland Property Tax Consultants

SRPS

Tony Yzagruirre, Jr., Tax Assessor

Tony's Trucking

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Total Quality Logistics

UPS

US Department of the Treasury

United Cooperative Services

W&B Service Company, L.P.

Tax Assessor Collector

William Lee Parson

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3943-65.1

Schedule 2

Kelly Hart currently represents or has represented, or has been adverse to the following parties in 

various matters as further described below. 

Party-In-Interest Description of Representation

City of Fort Worth  Kelly Hart previously represented and 

currently represents the City of Fort 

Worth in various transactional and 

litigation matters wholly unrelated to the 

Debtors.

Greater Nevada Credit Union  Kelly Hart previously represented this 

entity in a bankruptcy matter wholly 

unrelated to the Debtors. 

Premier Trailers  Kelly Hart previously represented and 

currently represents this entity in various 

litigation matters wholly unrelated to the 

Debtors.

Elliott Electric Supply  Kelly Hart previously represented and 

currently represents this entity in various 

litigation matters wholly unrelated to the 

Debtors.

Reliant Worldwide Plastics  Kelly Hart has previously represented this 

entity in transactional matters wholly 

unrelated to the Debtors.

Wells Fargo  Wells Fargo has been involved in matters 

in which Kelly Hart clients were involved. 

Such matters are wholly unrelated to the 

Debtors. 

William A. Brentlinger  Kelly Hart has previously represented this 

individual in a transactional matter wholly 

unrelated to the Debtors.

AT&T / AT&T Corp  These entities have been involved in 

matters in which Kelly Hart clients have 

been involved. Such matters are wholly 

unrelated to the Debtors. 

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