JONES DAY 

North Point 

901 Lakeside Avenue 

Cleveland, Ohio 44114 

Telephone: (216) 586-3939 

Facsimile: (216) 579-0212 

David G. Heiman (admitted pro hac vice) 

Carl E. Black (admitted pro hac vice) 

Thomas A. Wilson (admitted pro hac vice) 

Proposed Attorneys for Debtors 

and Debtors in Possession 

HUNTON & WILLIAMS LLP 

Riverfront Plaza, East Tower 

951 East Byrd Street 

Richmond, Virginia 23219 

Telephone: (804) 788-8200 

Facsimile: (804) 788-8218 

Tyler P. Brown (VSB No. 28072) 

J.R. Smith (VSB No. 41913) 

Henry P. (Toby) Long, III (VSB No. 75134) 

Justin F. Paget (VSB No. 77949) 

IN THE UNITED STATES BANKRUPTCY COURT 

FOR THE EASTERN DISTRICT OF VIRGINIA 

RICHMOND DIVISION 

In re: 

Alpha Natural Resources, Inc., et al., 

 Debtors. 

Chapter 11 

Case No. 15-33896 (KRH) 

(Jointly Administered) 

APPLICATION OF THE DEBTORS, PURSUANT TO 

SECTIONS 327(a), 328(a) AND 1107(b) OF THE BANKRUPTCY CODE, 

BANKRUPTCY RULE 2014(a) AND LOCAL BANKRUPTCY RULE 2014-1, FOR 

AN ORDER AUTHORIZING THEM TO RETAIN AND EMPLOY MCKINSEY 

RECOVERY & TRANSFORMATION SERVICES U.S., LLC AS TURNAROUND 

 ADVISOR FOR THE DEBTORS, EFFECTIVE AS OF THE PETITION DATE 

Alpha Natural Resources, Inc. ("ANR") and certain of its direct and indirect 

subsidiaries, as debtors and debtors in possession (collectively, the "Debtors"), respectfully 

represent as follows: 

Background

1. On August 3, 2015 (the "Petition Date"), the Debtors commenced their 

reorganization cases by filing voluntary petitions for relief under chapter 11 of title 11 of the 

United States Code (the "Bankruptcy Code"). By order of the Court (Docket No. 129), the 

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Debtors' chapter 11 cases have been consolidated for procedural purposes only and are being 

jointly administered. The Debtors are authorized to continue to operate their business and 

manage their properties as debtors in possession pursuant to sections 1107(a) and 1108 of the 

Bankruptcy Code. 

2. A comprehensive description of the Debtors' businesses and operations, 

capital structure and the events leading to the commencement of these chapter 11 cases can be 

found in the amended declarations of (a) Kevin S. Crutchfield, Chief Executive Officer and 

Chairman of the Board of Directors of ANR (Docket No. 45), and (b) Philip J. Cavatoni, 

Executive Vice President and Chief Financial and Strategy Officer of ANR (Docket No. 46), 

each of which was filed on the Petition Date. 

Jurisdiction

3. This Court has subject matter jurisdiction to consider this matter pursuant 

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

before this Court pursuant to 28 U.S.C. §§ 1408 and 1409. 

Relief Requested

4. Pursuant to sections 327(a), 328(a) and 1107(b) of the Bankruptcy Code, 

Rule 2014(a) of the Federal Rules of Bankruptcy Procedure (the "Bankruptcy Rules") and

Rule 2014-1 of the Local Bankruptcy Rules for the Eastern District of Virginia (the "Local 

Bankruptcy Rules"), the Debtors hereby seek the entry of an order (a) authorizing the 

employment and retention of McKinsey Recovery & Transformation Services U.S., LLC 

("McKinsey RTS")1 as turnaround advisor to the Debtors in these chapter 11 cases, effective as 

 

1

 Members of McKinsey RTS, as such term is used in this Application, include colleagues in McKinsey RTS 

who provide recovery and transformation services worldwide. 

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of the Petition Date, in accordance with the terms and conditions set forth in the engagement 

letter, dated June 29, 2015, between the Debtors and McKinsey RTS (the "Prepetition 

Agreement"), as amended and restated pursuant to a letter agreement, dated August 3, 2015, 

between the Debtors and McKinsey RTS (the "Engagement Letter"), a copy of which is attached 

hereto as Exhibit A; and (b) approving the terms of McKinsey RTS's employment and retention, 

including the fee and expense structure and the indemnification, contribution, reimbursement and 

related provisions set forth in the Engagement Letter. In support of this application 

(the "Application"), the Debtors submit the Declaration of Kevin Carmody, a Practice Leader of 

McKinsey RTS (the "Carmody Declaration"), which is attached hereto as Exhibit B and 

incorporated herein by reference. 

Qualifications of McKinsey RTS

5. The Debtors seek to retain McKinsey RTS as their turnaround advisor in 

connection with these chapter 11 cases to continue to assist the Debtors with the development 

and refinement of their strategic business plan (the "Business Plan") based on the qualifications, 

skill and expertise that McKinsey RTS brings to this task. McKinsey RTS is a global, full 

service turnaround advisory and crisis management firm that draws on unmatched industry and 

functional expertise to support companies through all aspects of recovery and transformation. 

Its members have extensive experience in improving the operational performance of financially 

troubled companies. McKinsey RTS is deeply experienced in providing chapter 11 advisory 

services, which include contingency planning, interim management, cash flow and liquidity 

assessment, forecasting and management, analysis and/or development of business and strategic 

plans, development and implementation of creditor and/or supplier strategies and development 

and implementation of operational and/or financial improvement or turnaround plans. McKinsey 

RTS has been and is currently involved in numerous large and complex restructurings, including 

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In re Standard Register Company, Inc., No. 15-10541 (Bankr. D. Del. Mar. 12, 2015); In re NII 

Holdings, Inc., No. 14-12611 (Bankr. S.D.N.Y. Sept. 15, 2014); In re Edison Mission Energy, 

No. 12-49219 (Bankr. N.D. Ill. Dec. 17, 2012); In re AMF Bowling Worldwide, Inc., 

No. 12-36495 (Bankr. E.D. Va. Nov. 12, 2012); In re AMR Corp., No. 11-15463 

(Bankr. S.D.N.Y. Nov. 29, 2011); and In re Harry & David Holdings, Inc., No. 11-10844 

(Bankr. D. Del. Mar. 28, 2011). 

6. In particular, McKinsey RTS and its affiliates have considerable 

experience in the metals and mining industries, as well as experience in the related oil, electric 

power, and natural gas industries. Specifically, McKinsey RTS utilizes the expertise of its 

affiliates' global Metals & Mining Practice (the "Metals & Mining Practice"), which has been 

engaged by clients on over 1,000 studies in the mining industry over the last five years and 

which serves the majority of the world's top major diversified mining companies and many of the 

leading specialist mining companies (including many of the top coal producers). This experience 

has given McKinsey RTS and its affiliates a unique understanding of industry trends and of key 

strategic operational success factors for the Debtors' business. 

7. The Metals & Mining Practice includes over 500 practice consultants and 

experts, including numerous mine engineers, metallurgists, geologists, and business managers, 

each with deep operational experience in mining. The practice is backed by an extensive 

program of proprietary research, high-impact management tools, and information experts who 

(a) provide insight into industry structure and dynamics (including supply, demand, trade flows, 

and future prospects for all major mining commodities) and (b) ensure that consulting teams 

have access to the latest thinking, approaches and analyses on financial, market, operational, 

organizational and strategic matters. The Metals & Mining Practice has also implemented 

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several knowledge development initiatives, including multi-year research projects addressing the 

most urgent client topics (e.g., a "Cost-Curve Initiative" looking at mining cost-economics of 

numerous commodities; the Metals & Mining Practice's "Value Pools" research undertaken to 

help clients compare prospects for commodities), and several proprietary benchmarks 

(e.g., a benchmark that allows mine operators to assess performance against a broad set of peers; 

the "McKinsey Mining Productivity Index," which tracks and compares the productivity of 

worldwide mining operations). These initiatives, projects and benchmarks ensure that the Metals 

and Mining Practice remains at the forefront of industry information and trends. Accordingly, 

the combination of McKinsey RTS's and the Metals & Mining Practice's experience offer an 

extensive knowledge and expert base which will benefit the Debtors in these chapter 11 cases. 

8. McKinsey RTS began assisting the Debtors' senior management with their 

development of the Business Plan immediately upon the execution of the Prepetition Agreement. 

As a result of this prepetition work performed on behalf of the Debtors, McKinsey RTS is 

familiar with the Debtors and their business, including the Debtors' financial affairs, debt 

structure, operations, employee groups, cost structures and related matters. Since McKinsey 

RTS's engagement began, McKinsey RTS personnel have worked closely with the Debtors' 

management and other professionals in the development of the Business Plan. In addition, 

McKinsey RTS (a) supported management in preparing supplemental analyses related to the 

Business Plan and a potential restructuring and (b) helped management prepare for diligence 

discussions with various financial advisors to certain of the Debtors' significant creditor 

constituencies. Consequently, the Debtors believe that McKinsey RTS has developed significant 

relevant experience and expertise regarding the Debtors and the circumstances of these cases and 

has the skills, qualifications and expertise necessary to assist the Debtors with respect to the 

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Business Plan in an effective and cost-efficient manner. Accordingly, the Debtors submit that 

the retention of McKinsey RTS on the terms and conditions set forth herein and in the 

Engagement Letter is necessary and appropriate, is in the best interests of the Debtors' estates, 

creditors and all other parties in interest, and should be granted in all respects.

Terms of Engagement

9. The parties have entered into the Engagement Letter, which letter 

(a) amends and restates the Prepetition Agreement and (b) will govern the Debtors' retention of 

McKinsey RTS during these bankruptcy cases, except as explicitly set forth in any order granting 

this Application. McKinsey RTS requests approval of the Engagement Letter effective as of the 

Petition Date. The Engagement Letter was negotiated between the Debtors and McKinsey RTS 

at arm's length and in good faith and reflects the parties' mutual agreement as to the substantial 

efforts that will be required in this engagement. 

Services to be Provided by McKinsey RTS 

10. The Debtors anticipate that, subject to further order of this Court and 

consistent with the Engagement Letter, McKinsey RTS will provide a range of necessary 

services related to the Business Plan.2

 Such services include the following:

▪ Market Outlook – Create a domestic (including basin perspective) and seaborne 

metallurgical and thermal coal market analysis including demand, supply and 

price scenarios (and North America coal basin perspective). Perform an 

assessment of the Debtors' competitive position (position in cost curves).

▪ Business Plan – Develop/validate a fully integrated business plan for the 

current and future operating portfolio of the Debtors, including the estimated 

impact of performance improvement initiatives. It is anticipated that the 

business plan will include an outlook for key performance indicators, including 

 

2

 Any references to, or descriptions of, the Engagement Letter herein are qualified by the express terms of 

the Engagement Letter, which shall govern if there is any conflict between the Engagement Letter and the 

descriptions provided herein. 

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production and sales tonnage, net realized price per ton, direct and indirect 

operating expenses, selling, general and administrative expenses, working 

capital, capital budget and debt capacity. 

▪ Value Creation Plan – Develop a top-down value creation and performance 

improvement plan for the Debtors' current operating portfolio utilizing 

McKinsey RTS's industry and market expertise, proprietary operations 

databases and comprehensive benchmarking tools.

▪ Operations Footprint Assessment – Prepare a rapid footprint optimization 

assessment for the Debtors considering product demand and market outlook, 

cost positions and cost improvement potential, likely evolution of product 

quality, transport logistics and legacy costs.

▪ Pennsylvania Land Resources Holding Company, LLC ("PLR") Business 

Plan – Develop, along with the Debtors' management, a strategic assessment 

and business plan for PLR. Provide an assessment of PLR's configuration and 

development plans, prepare a strategic review of forecast operating costs and 

field performance and support evaluation of potential commercial and asset 

strategies.

▪ Constituent Management – Assist in development of supporting diligence 

materials and presentations for use in various stakeholder meetings, attend 

diligence sessions and working meetings with various stakeholders and 

constituents, and provide ad hoc support to the management team, including the 

development and preparation of analytics to be used in restructuring discussions.

▪ Other Restructuring Services - As appropriate, assist the Debtors with other 

restructuring matters as may be requested by the Debtors and that are mutually 

agreed upon between McKinsey RTS and the Debtors. 

11. The services that McKinsey RTS will provide to the Debtors are necessary 

to enable the Debtors to maximize the value of their estates. Specifically, the Business Plan 

prepared with the assistance of McKinsey RTS, and the further development and analysis thereof 

over the course of these chapter 11 cases, will form the foundation for the restructuring of the 

Debtors' operations and capital structure.

12. McKinsey RTS's services will complement, and not duplicate, the services 

rendered by other professionals retained in these chapter 11 cases. The Debtors and McKinsey 

RTS will use reasonable efforts to ensure that there is no duplication of services that McKinsey 

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RTS is being retained to perform. To the extent that the Debtors request services other than 

those detailed in the Engagement Letter, the Debtors will seek further approval from the Court of 

a supplement to McKinsey RTS's retention and any related modifications to the Engagement 

Letter, and such application shall set forth, in addition to the additional services to be performed, 

the additional fees sought to be paid. 

Professional Compensation and Expenses 

13. Subject to Court approval, and in compliance with the applicable 

provisions of the Bankruptcy Code, the Bankruptcy Rules, the Local Bankruptcy Rules, any fee 

and expense guidelines of this Court and such other procedures as may be fixed by order of the 

Court, the Debtors will compensate McKinsey RTS in accordance with the terms and conditions 

of the Engagement Letter, which provides for the following compensation structure (the "Fee 

and Expense Structure"): 

14. Hourly rates. McKinsey RTS's fees are to be based on the hours worked 

by McKinsey RTS's personnel at the following hourly rates: 

 Practice Leader: $875-$1,050 

 Senior Vice President: $675-$810 

 Vice President: $525-$675 

 Senior Associate $435-$525 

 Associate: $375-$435 

 Analyst: $250-$350 

 Paraprofessional: $200-$225 

McKinsey RTS periodically reviews and revises its billing rates indicated above. Such rates and 

ranges shall be subject to adjustment at such time as McKinsey RTS adjusts its rates periodically. 

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15. Expenses. McKinsey RTS will be reimbursed for the reasonable 

out-of-pocket expenses of McKinsey RTS professionals incurred in connection with this 

assignment, such as travel, lodging, case administrators, third party duplications, working meals, 

messenger and telephone charges. All fees and expenses due to McKinsey RTS will be billed in 

accordance with any interim compensation orders entered by this Court, and the relevant sections 

of the Bankruptcy Code, Bankruptcy Rules and the Local Bankruptcy Rules. 

16. The Debtors will reimburse McKinsey RTS for all reasonable 

out-of-pocket expenses incurred in connection with its engagement, including but not limited to 

travel, lodging, case administrators and working meals following McKinsey RTS's standard 

expense reporting. As McKinsey RTS clients frequently request that McKinsey RTS personnel 

travel to their offices and work there for extended periods of time, McKinsey RTS has developed 

its own official reimbursement policy with respect to its professionals' documentation of 

expenses (the "RTS Reimbursement Policy"). More specifically, McKinsey RTS professionals 

serving the Debtors will seek reimbursement for expenses over $35.00 that (a) have been 

charged on a McKinsey RTS-provided corporate credit card or have a receipt and (b) have a 

receipt for lodging. For amounts under $35.00, McKinsey RTS will seek reimbursement when 

exact amounts are submitted in lieu of a receipt. Therefore, the Debtors request that McKinsey 

RTS be authorized to maintain detailed documentation of its professionals' actual and necessary 

costs and expenses in accordance with the RTS Reimbursement Policy. 

17. Retainer. Pursuant to the Prepetition Agreement, on June 29, 2015, the 

Debtors paid McKinsey RTS a $500,000 retainer (the "Retainer") in connection with services to 

be performed by McKinsey RTS on or after such date. On account of such services (and related 

expenses), McKinsey RTS (a) issued invoices to the Debtors reflecting applications against the 

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Retainer and (b) received funds from the Debtors in replenishment of the Retainer. As of the 

Petition Date, the Retainer balance was $500,000. The Retainer shall remain in place until work 

under the Engagement Letter is concluded, or the Engagement Letter is amended in writing. All 

Retainer balances shall be credited against any outstanding amounts due upon termination of the 

engagement, with the remainder to be returned to the Debtors upon satisfaction of all payment 

obligations due under the Engagement Letter.

18. Consistent with the scope of services to be provided by McKinsey RTS 

under the Prepetition Agreement (as amended by the Engagement Letter), the Debtors and 

McKinsey RTS negotiated and agreed upon the Fee and Expense Structure described above. 

The Fee and Expense Structure is comparable to compensation generally charged by other firms 

of similar stature to McKinsey RTS for comparable engagements, both in and out of bankruptcy. 

The Debtors believe that the Fee and Expense Structure is both reasonable and market-based and 

consistent with McKinsey RTS's normal and customary billing levels for comparably sized and 

complex cases, both in and out of court, involving the services to be provided in these chapter 11 

cases. 

Timekeeping and Fee Applications 

19. The Debtors understand that McKinsey RTS intends to file interim and 

final fee applications for the allowance of compensation for services rendered and 

reimbursement of expenses incurred in accordance with applicable provisions of the Bankruptcy 

Code, the Bankruptcy Rules, the Local Bankruptcy Rules, any fee and expense guidelines of this 

Court and such other procedures as may be fixed by order of the Court. Such applications will 

include time records setting forth, in reasonable detail, a description of the services rendered by 

each professional and the amount of time spent on each date by each such individual in rendering 

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services on behalf of the Debtors. McKinsey RTS will maintain and file contemporaneous time 

records in half-hour increments. McKinsey RTS also will maintain detailed records of any 

actual and necessary costs and expenses incurred in connection with the services as discussed 

above. McKinsey RTS's applications for compensation and expenses will be paid by the Debtors 

pursuant to the terms of the Engagement Letter, in accordance with Local Bankruptcy 

Rule 2016-1 and any procedures established by the Court. 

Indemnification Provisions 

20. As part of the overall compensation payable to McKinsey RTS under the 

terms of the Engagement Letter, the Debtors have agreed to certain indemnification and 

contribution provisions described in the Engagement Letter (the "Indemnification Provisions"). 

The Indemnification Provisions provide, among other things, that the Debtors will indemnify, 

hold harmless and defend McKinsey RTS, including its past, present and future affiliates, and 

each of their directors, officers, managers, shareholders, partners, members, employees, agents, 

representatives, advisors and controlling persons (each, an "Indemnified Party") against 

liabilities arising out of or in connection with the Engagement Letter and/or McKinsey RTS's 

retention by the Debtors in these chapter 11 cases, except for any liabilities judicially determined 

by a court of competent jurisdiction to have resulted from the willful misconduct or gross 

negligence of any of McKinsey RTS or the other Indemnified Parties in connection with 

McKinsey RTS's services provided under the Engagement Letter. In addition, if indemnification 

or reimbursement obligations are held to be unavailable by any court (other than circumstances 

where a court determines that liability resulted from the willful misconduct or gross negligence 

of the Indemnified Party), the Engagement Letter allocates contribution obligations based on the 

relative benefits and faults of McKinsey RTS and the Debtors. The Engagement Letter further 

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sets forth that McKinsey RTS's aggregate liability shall be no more than the amount of its fees 

actually received under the Engagement Letter. 

21. The Debtors believe that the Indemnification Provisions are customary 

and reasonable for turnaround consulting engagements, both in and out of court, and reflect the 

qualification and limitation on indemnification provisions that are customary in this District and 

elsewhere. See, e.g., Health Diagnostic Lab., Inc., No. 15-32919 (Bankr. E.D. Va. July 16, 2015) 

(authorizing indemnification of professional advisors by the debtors); In re Patriot Coal Corp., 

No. 15-32450 (Bankr. E.D. Va. July 9, 2015) (same); In re James River Coal Co., No. 14-31848 

(Bankr. E.D. Va. May 7, 2014) (same); In re AMF Bowling Worldwide, Inc., No. 12-36495 

(Bankr. E.D. Va. Dec. 20, 2012) (same); In re Bear Island Paper Co., No. 10-31202 

(Bankr. E.D. Va. Mar. 25, 2010) (same); In re Chesapeake Corp., No. 08-36642 (Bankr. E.D. Va. 

Jan. 21, 2009) (same); In re LandAmerica Fin. Grp., Inc., No. 08-35994 (Bankr. E.D. Va. 

Jan. 16, 2009) (same); In re Circuit City Stores, Inc., No. 08-35653 (Bankr. E.D. Va. Jan. 9, 2009) 

(same); see also In re AMR Corp., No. 11-15463 (Bankr. S.D.N.Y. Mar. 2, 2012) (authorizing 

indemnification of McKinsey RTS by the debtors); In re Harry & David Holdings, Inc., 

No. 11-10884 (Bankr. D. Del. Apr. 26, 2011) (same). 

22. The Debtors respectfully submit that the Indemnification Provisions and 

other provisions contained in the Engagement Letter, viewed in conjunction with the other terms 

of McKinsey RTS's proposed retention, are reasonable and should be approved.

Disclosure Regarding McKinsey RTS's Disinterestedness

23. The Carmody Declaration, incorporated herein by reference, discloses 

McKinsey RTS's connections to the Debtors and parties in interest in these cases. In reliance on 

the Carmody Declaration, and except as set forth therein, to the best of the Debtors' knowledge, 

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information and belief, McKinsey RTS: (a) is a "disinterested person" within the meaning of 

section 101(14) of the Bankruptcy Code; (b) does not hold or represent any interest adverse to 

the Debtors' estates; and (c) has no connection to the Debtors, their creditors or their related 

parties that would negatively impact McKinsey RTS's disinterestedness. McKinsey RTS holds 

no prepetition claim against the Debtors for services provided or expenses incurred. 

24. Pursuant to the Prepetition Agreement, the Debtors were required to make 

certain payments to McKinsey RTS prior to the Petition Date. In the 90 days immediately 

preceding the Petition Date, McKinsey RTS received payments totaling $1,825,000.00 in the 

aggregate for services rendered and expenses incurred on behalf of the Debtors. McKinsey RTS 

received no other payments from the Debtors during the 90 days immediately preceding the 

Petition Date. As of the Petition Date, the Debtors did not owe McKinsey RTS for any fees or 

expenses incurred prior to the Petition Date. 

25. McKinsey RTS has informed the Debtors that it has not shared or agreed 

to share any of its compensation from the Debtors with any other person, other than as permitted 

by section 504 of the Bankruptcy Code. 

26. The Debtors understand that McKinsey RTS will conduct an ongoing 

review of its files during the pendency of these chapter 11 cases to ensure that no conflicts or 

other disqualifying circumstances exist or arise. In this regard, if McKinsey RTS discovers 

additional information that requires disclosure, McKinsey RTS will file supplemental disclosures 

with the Court. 

Basis for Relief

27. Under section 327(a) of the Bankruptcy Code, a debtor in possession is 

authorized to employ professional persons "that do not hold or represent an interest adverse to 

the estate, and that are disinterested persons, to represent or assist the [debtor in possession] in 

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carrying out [its] duties under this title." 11 U.S.C. § 327(a).3 Section 1107(b) of the 

Bankruptcy Code elaborates upon sections 101(14) and 327(a) of the Bankruptcy Code in cases 

under chapter 11 of the Bankruptcy Code and provides that "a person is not disqualified for 

employment under section 327 of [the Bankruptcy Code] by a debtor in possession solely 

because of such person's employment by or representation of the debtor before the 

commencement of the case." 11 U.S.C. § 1107(b). 

28. Section 328(a) of the Bankruptcy Code authorizes the employment of a 

professional person "on any reasonable terms and conditions of employment, including on a 

retainer ...." 11 U.S.C. § 328(a). The Debtors submit that the terms and conditions of 

McKinsey RTS's retention as described herein, including the Fee and Expense Structure, the 

Retainer, and the indemnification terms, are reasonable and in keeping with the terms and 

conditions typical for engagements of this size and character. Since the Debtors will require 

substantial assistance with the reorganization process, it is reasonable for the Debtors to seek to 

employ and retain McKinsey RTS to serve as their turnaround advisor on the terms and 

conditions set forth herein. 

 

3

 Section 101(14) of the Bankruptcy Code defines the phrase "disinterested person" as: 

a person that — 

(A) is not a creditor, an equity security holder, or an insider; 

(B) is not and was not, within 2 years before the date of the filing of the 

petition, a director, officer, or employee of the debtor; and 

(C) does not have an interest materially adverse to the interest of the estate 

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 debtor, or for any 

other reason. 

 11 U.S.C. § 101(14). 

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29. As required by Bankruptcy Rule 2014(a)4 and Local Bankruptcy 

Rule 2014-1,5

 the above-described facts set forth in the Application and the information in the 

Exhibits attached hereto set forth: (a) the specific facts showing the necessity for McKinsey 

RTS's employment; (b) the reasons for the Debtors' selection of McKinsey RTS as their 

turnaround advisor in connection with these chapter 11 cases; (c) the professional services 

proposed to be provided by McKinsey RTS; (d) the arrangement between the Debtors and 

McKinsey RTS with respect to McKinsey RTS's compensation, including information on 

retainers, fees and the reasonableness thereof; and (e) to the best of the Debtors' knowledge, the 

extent of McKinsey RTS's connections, if any, to certain parties in interest in these matters. 

Accordingly, McKinsey RTS's retention by the Debtors should be approved. 

Waiver of Separate Memorandum of Points and Authorities

30. The Debtors respectfully request that the Court regard any argument and 

citations set forth herein as a written memorandum of facts, reasons and authorities that has been 

combined with the relief requested herein, as permitted by Local Bankruptcy Rule 9013-1(G)(1). 

 

4

 Bankruptcy Rule 2014(a) provides that an application seeking the employment of professional persons 

pursuant to section 327 of the Bankruptcy Code: 

shall state the specific facts showing the necessity for the employment, the name 

of the person to be employed, the reasons for the selection, the professional 

services to be rendered, any proposed arrangement for compensation, and, to the 

best of the applicant's knowledge, all of the person's connections with the debtor, 

creditors, any other party in interest, their respective attorneys and accountants, 

the United States trustee, or any person employed in the office of the United 

States trustee. The application shall be accompanied by a verified statement of 

the person to be employed setting forth the person's connections with the debtor, 

creditors, any other party in interest, their respective attorneys and accountants, 

the United States trustee, or any person employed in the office of the United 

States trustee. 

5

 Local Bankruptcy Rule 2014-1 requires a party seeking an order authorizing its retention in a chapter 11 

case to file (a) a motion, (b) a declaration regarding compensation and (c) a proposed order, and to serve 

such documents upon (v) the U.S. Trustee, (w) any trustee appointed under section 1104 of the Bankruptcy 

Code, (x) any existing unsecured creditors' committee, (y) all secured creditors and (z) "any other entity as 

the Court may direct." LBR 2014-1. 

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Alternatively, the Debtors respectfully request that the Court waive any requirement set forth in 

Local Bankruptcy Rule 9013-1(G)(1) that this Application be accompanied by such a written 

memorandum. 

Notice

31. In accordance with the Order Establishing Certain Notice, Case 

Management and Administrative Procedures (Docket No. 111) (the "Case Management Order"), 

notice of this Application has been given to (a) all parties on the Master Service List (as defined 

in the Case Management Order) and (b) any party that has requested notice pursuant to 

Bankruptcy Rule 2002. In light of the nature of the relief requested, the Debtors submit that no 

further notice is necessary.

No Prior Request

32. No prior request for the relief sought in this Application has been made to 

this Court or any other court in connection with these chapter 11 cases. 

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WHEREFORE, the Debtors respectfully request that the Court: (i) enter an order 

substantially in the form attached hereto as Exhibit C, granting the relief requested herein; and 

(ii) grant such other and further relief to the Debtors as the Court may deem proper. 

Dated: August 24, 2015 

 Richmond, Virginia 

Respectfully submitted, 

Alpha Natural Resources, Inc., et al.

Debtors and Debtors in Possession 

 /s/ Richard H. Verheij 

Richard H. Verheij 

Executive Vice President, General Counsel and 

 Corporate Secretary 

Alpha Natural Resources, Inc. 

Filed by: 

 /s/ Henry P. (Toby) Long, III 

Tyler P. Brown (VSB No. 28072) 

J.R. Smith (VSB No. 41913) 

Henry P. (Toby) Long, III (VSB No. 75134) 

Justin F. Paget (VSB No. 77949) 

HUNTON & WILLIAMS LLP 

Riverfront Plaza, East Tower 

951 East Byrd Street 

Richmond, Virginia 23219 

Telephone: (804) 788-8200 

Facsimile: (804) 788-8218 

and 

David G. Heiman (admitted pro hac vice) 

Carl E. Black (admitted pro hac vice) 

Thomas A. Wilson (admitted pro hac vice) 

JONES DAY 

North Point 

901 Lakeside Avenue 

Cleveland, Ohio 44114 

Telephone: (216) 586-3939 

Facsimile: (216) 579-0212 

PROPOSED ATTORNEYS FOR DEBTORS 

AND DEBTORS IN POSSESSION

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EXHIBIT A

Engagement Letter

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EXHIBIT B

Carmody Declaration

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JONES DAY 

North Point 

901 Lakeside Avenue 

Cleveland, Ohio 44114 

Telephone: (216) 586-3939 

Facsimile: (216) 579-0212 

David G. Heiman (admitted pro hac vice) 

Carl E. Black (admitted pro hac vice) 

Thomas A. Wilson (admitted pro hac vice) 

Proposed Attorneys for Debtors 

and Debtors in Possession 

HUNTON & WILLIAMS LLP 

Riverfront Plaza, East Tower 

951 East Byrd Street 

Richmond, Virginia 23219 

Telephone: (804) 788-8200 

Facsimile: (804) 788-8218 

Tyler P. Brown (VSB No. 28072) 

J.R. Smith (VSB No. 41913) 

Henry P. (Toby) Long, III (VSB No. 75134) 

Justin F. Paget (VSB No. 77949) 

IN THE UNITED STATES BANKRUPTCY COURT 

FOR THE EASTERN DISTRICT OF VIRGINIA 

RICHMOND DIVISION 

In re: 

Alpha Natural Resources, Inc., et al., 

 Debtors. 

Chapter 11 

Case No. 15-33896 (KRH) 

(Jointly Administered) 

DECLARATION OF KEVIN CARMODY IN SUPPORT 

OF APPLICATION OF THE DEBTORS, PURSUANT TO 

SECTIONS 327(a), 328(a) AND 1107(b) OF THE BANKRUPTCY CODE, 

BANKRUPTCY RULE 2014(a) AND LOCAL BANKRUPTCY RULE 2014-1, FOR 

AN ORDER AUTHORIZING THEM TO RETAIN AND EMPLOY MCKINSEY 

RECOVERY & TRANSFORMATION SERVICES U.S., LLC AS TURNAROUND 

 ADVISOR FOR THE DEBTORS, EFFECTIVE AS OF THE PETITION DATE 

I, Kevin Carmody, under penalty of perjury, declare as follows: 

1. I am a Practice Leader in the professional services firm of McKinsey 

Recovery & Transformation Services U.S., LLC ("McKinsey RTS")1

 with an office at 55 East 

52nd Street, New York, NY 10055. I am duly authorized to make this Declaration on behalf of 

McKinsey RTS in support of the Application of the Debtors, Pursuant to Sections 327(a), 328(a) 

 

1

 "Members" of McKinsey RTS, as such term is used in this Declaration, include colleagues in McKinsey 

RTS who provide recovery and transformation services worldwide. 

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and 1107(b) of the Bankruptcy Code, Bankruptcy Rule 2014(a) and Local Bankruptcy Rule 

2014-1, for an Order Authorizing Them to Retain and Employ McKinsey Recovery & 

Transformation Services U.S., LLC as Turnaround Advisor for the Debtors, Effective as of the 

Petition Date (the "Application"),2

 filed by the above-captioned debtors and debtors in 

possession (collectively, the "Debtors"), under the terms and conditions set forth in the 

Engagement Letter, attached to the Application as Exhibit A. Except as otherwise noted, the 

statements set forth herein are as a result of my employment position and diligence undertaken 

by me or by professionals working under my direction and, if called and sworn as a witness, I 

would testify competently thereto. 

Qualifications of McKinsey RTS

2. McKinsey RTS is highly qualified to serve as the Debtors' turnaround 

advisor in these chapter 11 cases. Certain employees of McKinsey RTS, along with certain 

consultants borrowed from affiliates of McKinsey RTS, are together serving the Debtors and 

shall be referred to as the "McKinsey RTS Team" for purposes of this Declaration. McKinsey 

RTS is a global, full service restructuring advisory and crisis management firm that draws on 

unmatched industry and functional expertise to support companies through all aspects of 

recovery and transformation. Its members have extensive experience in improving the 

operational performance of financially troubled companies. McKinsey RTS is deeply 

experienced in providing chapter 11 advisory services, which include contingency planning, 

interim management, cash flow and liquidity assessment, forecasting and management, analysis 

and development of business and strategic plans, development and implementation of creditor 

 

2

 All capitalized terms used but not defined herein shall have the meanings set forth in the Application or the 

Engagement Letter, as appropriate. 

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and supplier strategies and development and implementation of operational and financial 

improvement and turnaround plans. McKinsey RTS has been or is currently involved in 

numerous large and complex restructurings, including In re Standard Register Company, Inc., 

No. 15-10541 (Bankr. D. Del. Mar. 12, 2015); In re NII Holdings, Inc., No. 14-12611 

(Bankr. S.D.N.Y. Sept. 15, 2014); In re Edison Mission Energy, No. 12-49219 (Bankr. N.D. Ill. 

Dec. 17, 2012); In re AMF Bowling Worldwide, Inc., No. 12-36495 (Bankr. E.D. Va. 

Nov. 12, 2012); In re AMR Corp., No. 11-15463 (Bankr. S.D.N.Y. Nov. 29, 2011); and 

In re Harry & David Holdings, Inc., No. 11-10844 (Bankr. D. Del. Mar. 28, 2011). 

3. In particular, McKinsey RTS and its affiliates have considerable 

experience in the metals and mining industries, as well as experience in the related oil, electric 

power, and natural gas industries. Specifically, McKinsey RTS utilizes the expertise of its 

affiliates' global Metals & Mining Practice (the "Metals & Mining Practice"), which has been 

engaged by clients on over 1,000 studies in the mining industry over the last five years and 

which serves the majority of the world's top major diversified mining companies and many of the 

leading specialist mining companies (including many of the top coal producers). This experience 

has given McKinsey RTS and its affiliates a unique understanding of industry trends and of key 

strategic operational success factors for the Debtors' business. 

4. The Metals & Mining Practice includes over 500 practice consultants and 

experts, including numerous mine engineers, metallurgists, geologists, and business managers, 

each with deep operational experience in mining. The practice is backed by an extensive 

program of proprietary research, high-impact management tools, and information experts who 

(a) provide insight into industry structure and dynamics (including supply, demand, trade flows, 

and future prospects for all major mining commodities) and (b) ensure that consulting teams 

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have access to the latest thinking, approaches and analyses on financial, market, operational, 

organizational and strategic matters. The Metals & Mining Practice has also implemented 

several knowledge development initiatives, including multi-year research projects addressing the 

most urgent client topics (e.g., a "Cost-Curve Initiative" looking at mining cost-economics of 

numerous commodities; the Metals & Mining Practice's "Value Pools" research undertaken to 

help clients compare prospects for commodities), and several proprietary benchmarks 

(e.g., a benchmark that allows mine operators to assess performance against a broad set of peers; 

the "McKinsey Mining Productivity Index," which tracks and compares the productivity of 

worldwide mining operations). These initiatives, projects and benchmarks ensure that the Metals 

and Mining Practice remains at the forefront of industry information and trends. Accordingly, 

the combination of McKinsey RTS's and the Metals & Mining Practice's experience offer an 

extensive knowledge and expert base which will benefit the Debtors in these chapter 11 cases. 

5. McKinsey RTS began assisting the Debtors' senior management with their 

development of the Business Plan immediately upon the execution of the Prepetition Agreement. 

As a result of this prepetition work performed on behalf of the Debtors, McKinsey RTS is 

familiar with the Debtors and their business, including the Debtors' financial affairs, debt 

structure, operations, employee groups, cost structures and related matters. Since McKinsey 

RTS's engagement began, McKinsey RTS personnel have worked closely with the Debtors' 

management and other professionals in the development of the Business Plan. In addition, 

McKinsey RTS (a) supported management in preparing supplemental analyses related to the 

Business Plan and a potential restructuring and (b) helped management prepare for diligence 

discussions with various financial advisors to certain of the Debtors' significant creditor 

constituencies. Consequently, McKinsey RTS has developed significant relevant experience and 

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expertise regarding the Debtors and the circumstances of these cases and has the skills, 

qualifications and expertise necessary to assist the Debtors with respect to the Business Plan in 

an effective and cost-efficient manner. 

Terms and Scope of Engagement

6. The parties have entered into the Engagement Letter – which amends and 

restates the Prepetition Agreement – with the expectation that the terms of the Engagement 

Letter will govern the Debtors' retention of McKinsey RTS during these bankruptcy cases. 

The Engagement Letter was negotiated between the Debtors and McKinsey RTS at arm's length 

and in good faith, and reflects the parties' mutual agreement as to the substantial efforts that will 

be required in this engagement. 

7. McKinseyRTS will provide a range of necessary services related to the 

Business Plan. Such services include the following:3

▪ Market Outlook – Create a domestic (including basin perspective) and seaborne 

metallurgical and thermal coal market analysis including demand, supply and 

price scenarios (and North America coal basin perspective). Perform an 

assessment of the Debtors' competitive position (position in cost curves).

▪ Business Plan – Develop/validate a fully integrated business plan for the 

current and future operating portfolio of the Debtors, including the estimated 

impact of performance improvement initiatives. It is anticipated that the 

business plan will include an outlook for key performance indicators, including 

production and sales tonnage, net realized price per ton, direct and indirect 

operating expenses, selling, general and administrative expenses, working 

capital, capital budget and debt capacity. 

▪ Value Creation Plan – Develop a top-down value creation and performance 

improvement plan for the Debtors' current operating portfolio utilizing 

McKinsey RTS's industry and market expertise, proprietary operations 

databases and comprehensive benchmarking tools.

 

3

 Any references to, or descriptions of, the Engagement Letter herein are qualified by the express terms of 

the Engagement Letter, which shall govern if there is any conflict between the Engagement Letter and the 

descriptions provided herein. 

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▪ Operations Footprint Assessment – Prepare a rapid footprint optimization 

assessment for the Debtors considering product demand and market outlook, 

cost positions and cost improvement potential, likely evolution of product 

quality, transport logistics and legacy costs.

▪ Pennsylvania Land Resources Holding Company, LLC ("PLR") Business 

Plan – Develop, along with the Debtors' management, a strategic assessment 

and business plan for PLR. Provide an assessment of PLR's configuration and 

development plans, prepare a strategic review of forecast operating costs and 

field performance and support evaluation of potential commercial and asset 

strategies.

▪ Constituent Management – Assist in development of supporting diligence 

materials and presentations for use in various stakeholder meetings, attend 

diligence sessions and working meetings with various stakeholders and 

constituents, and provide ad hoc support to the management team, including the 

development and preparation of analytics to be used in restructuring discussions.

▪ Other Restructuring Services - As appropriate, assist the Debtors with other 

restructuring matters as may be requested by the Debtors and that are mutually 

agreed upon between McKinsey RTS and the Debtors. 

 

8. The services that McKinsey RTS will provide to the Debtors are necessary 

to enable the Debtors to maximize the value of their estates. Specifically, the Business Plan 

prepared with the assistance of McKinsey RTS, and the further development and analysis thereof 

over the course of these chapter 11 cases, will form the foundation for the restructuring of the 

Debtors' operations and capital structure.

9. McKinsey RTS's services will complement, and not duplicate, the services 

rendered by other professionals retained in these chapter 11 cases. The Debtors and McKinsey 

RTS will use reasonable efforts to ensure that there is no duplication of services that McKinsey 

RTS is being retained to perform. To the extent that the Debtors request services other than 

those detailed in the Engagement Letter, the Debtors will seek further approval from the Court of 

a supplement to McKinsey RTS's retention and any related modifications to the Engagement 

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Letter, and such application shall set forth, in addition to the additional services to be performed, 

the additional fees sought to be paid. 

Fee and Expense Structure

10. Subject to Court approval, and in compliance with the applicable 

provisions of the Bankruptcy Code, the Bankruptcy Rules, the Local Bankruptcy Rules, any fee 

and expense guidelines of this Court and such other procedures as may be fixed by order of the 

Court, the Debtors will compensate McKinsey RTS in accordance with the terms and conditions 

of the Engagement Letter, which provides for the following compensation structure (the "Fee 

and Expense Structure"): 

11. Hourly rates. McKinsey RTS's fees are to be based on the hours worked 

by McKinsey RTS's personnel at the following hourly rates: 

 Practice Leader: $875-$1,050 

 Senior Vice President: $675-$810 

 Vice President: $525-$675 

 Senior Associate $435-$525 

 Associate: $375-$435 

 Analyst: $250-$350 

 Paraprofessional: $200-$225 

McKinsey RTS periodically reviews and revises its billing rates indicated above. Such rates and 

ranges shall be subject to adjustment at such time as McKinsey RTS adjusts its rates periodically. 

12. Expenses. McKinsey RTS will be reimbursed for the reasonable 

out-of-pocket expenses of McKinsey RTS professionals incurred in connection with this 

assignment, such as travel, lodging, case administrators, third party duplications, working meals, 

messenger and telephone charges. All fees and expenses due to McKinsey RTS will be billed in 

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accordance with any interim compensation orders entered by this Court, and the relevant sections 

of the Bankruptcy Code, Bankruptcy Rules and Local Bankruptcy Rules. 

13. The Debtors will reimburse McKinsey RTS for all reasonable 

out-of-pocket expenses incurred in connection with its engagement, including but not limited to 

travel, lodging, case administrators, and working meals following McKinsey RTS's standard 

expense reporting. As McKinsey RTS clients frequently request that McKinsey RTS personnel 

travel to their offices and work there for extended periods of time, McKinsey RTS has developed 

its own official reimbursement policy with respect to its professionals' documentation of 

expenses (the "RTS Reimbursement Policy"). More specifically, McKinsey RTS professionals 

serving the Debtors will seek reimbursement for expenses over $35.00 that (a) have been 

charged on a McKinsey RTS-provided corporate credit card or have a receipt and (b) have a 

receipt for lodging. For amounts under $35.00, McKinsey RTS will seek reimbursement when 

exact amounts are submitted in lieu of a receipt. Therefore, the Debtors request that McKinsey 

RTS be authorized to maintain detailed documentation of its professionals' actual and necessary 

costs and expenses in accordance with the RTS Reimbursement Policy. 

14. Retainer. Pursuant to the Prepetition Agreement, on June 29, 2015, the 

Debtors paid McKinsey RTS a $500,000 retainer (the "Retainer") in connection with services to 

be performed by McKinsey RTS on or after such date. On account of such services (and related 

expenses), McKinsey RTS (a) issued invoices to the Debtors reflecting applications against the 

Retainer and (b) received funds from the Debtors in replenishment of the Retainer. As of the 

Petition Date, the Retainer balance was $500,000. The Retainer shall remain in place until work 

under the Engagement Letter is concluded, or the Engagement Letter is amended in writing. All 

Retainer balances shall be credited against any outstanding amounts due upon termination of the 

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engagement, with the remainder to be returned to the Debtors upon satisfaction of all payment 

obligations due under the Engagement Letter.

15. Consistent with the scope of services to be provided by McKinsey RTS 

under the Prepetition Agreement (as amended by the Engagement Letter), the Debtors and 

McKinsey RTS negotiated and agreed upon the Fee and Expense Structure described above. 

The Fee and Expense Structure is comparable to compensation generally charged by other firms 

of similar stature to McKinsey RTS for comparable engagements, both in and out of bankruptcy. 

The Debtors believe that the Fee and Expense Structure is both reasonable and market-based and 

consistent with McKinsey RTS's normal and customary billing levels for comparably sized and 

complex cases, both in and out of court, involving the services to be provided in these chapter 11 

cases. 

Timekeeping and Fee Applications

16. McKinsey RTS intends to file interim and final fee applications for the 

allowance of compensation for services rendered and reimbursement of expenses incurred in 

accordance with applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, the Local 

Bankruptcy Rules, any fee and expense guidelines of this Court and such other procedures as 

may be fixed by order of the Court. Such applications will include time records setting forth, in 

reasonable detail, a description of the services rendered by each professional and the amount of 

time spent on each date by each such individual in rendering services on behalf of the Debtors. 

McKinsey RTS will maintain and file contemporaneous time records in half-hour increments. 

McKinsey RTS also will maintain detailed records of any actual and necessary costs and 

expenses incurred in connection with the services as discussed above. McKinsey RTS's 

applications for compensation and expenses will be paid by the Debtors pursuant to the terms of 

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the Engagement Letter, in accordance with Local Bankruptcy Rule 2016-1 and any procedures 

established by the Court. 

Indemnification Provisions

17. As part of the overall compensation payable to McKinsey RTS under the 

terms of the Engagement Letter, the Debtors have agreed to certain indemnification and 

contribution provisions described in the Engagement Letter (the "Indemnification Provisions"). 

The Indemnification Provisions provide, among other things, that the Debtors will indemnify, 

hold harmless and defend McKinsey RTS, including its past, present and future affiliates, and 

each of their directors, officers, managers, shareholders, partners, members, employees, agents, 

representatives, advisors and controlling persons (each, an "Indemnified Party") against 

liabilities arising out of or in connection with the Engagement Letter and/or McKinsey RTS's 

retention by the Debtors in these chapter 11 cases, except for any liabilities judicially determined 

by a court of competent jurisdiction to have resulted from the willful misconduct or gross 

negligence of any of McKinsey RTS or the other Indemnified Parties in connection with 

McKinsey RTS's services provided under the Engagement Letter. In addition, if indemnification 

or reimbursement obligations are held to be unavailable by any court (other than circumstances 

where a court determines that liability resulted from the willful misconduct or gross negligence 

of the Indemnified Party), the Engagement Letter allocates contribution obligations based on the 

relative benefits and faults of McKinsey RTS and the Debtors. The Engagement Letter further 

sets forth that McKinsey RTS's aggregate liability shall be no more than the amount of its fees 

actually received under the Engagement Letter. 

Disclosure Regarding McKinsey RTS's Disinterestedness

18. To the best of my knowledge, information and belief, other than as may be 

set forth herein, McKinsey RTS (a) is a "disinterested person" within the meaning of 

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section 101(14) of the Bankruptcy Code, (b) does not hold or represent any interest adverse to 

the Debtors' estates and (c) has no connection to the Debtors, their creditors or their related 

parties that would negatively impact McKinsey RTS's disinterestedness. McKinsey RTS holds 

no prepetition claim against the Debtors for services provided or expenses incurred. 

19. In anticipation of its proposed retention, McKinsey RTS: (a) emailed 

members of McKinsey RTS and the McKinsey RTS Team and searched its global client database 

to determine the existence of any client services provided by such employees within the last 

three years to parties in interest (the "Interested Parties") identified on the interested parties list 

attached hereto as Schedule 1 (the "Interested Parties List"),4 (b) emailed members of McKinsey 

RTS, the McKinsey RTS Team and partners at affiliates that provide consulting services to 

determine the existence of client services provided by employees within the last three years to 

any client that focused on a direct commercial relationship or transaction with the Debtors and 

(c) emailed all employees of McKinsey RTS and its affiliates to request information on any 

relationships with the Debtors, the United States Trustee and the Bankruptcy Court, as well as 

equity ownership in the Debtors. 

20. Based upon the research described above, McKinsey RTS has ascertained 

that members of McKinsey RTS and its affiliates have served and/or currently serve various 

parties on the Interested Parties List, but on matters unrelated to the Debtors and their chapter 11 

cases. More specifically, to the best of my knowledge and belief: 

(a) Members of the McKinsey RTS Team serve or have served in the 

last three years one Major Customer but on matters unrelated to the 

Debtors and these chapter 11 cases.

 

4

 The identities of the Interested Parties were provided to McKinsey RTS by the Debtors or the Debtors' 

other professional advisors. 

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(b) Members of the McKinsey RTS Team serve or have served in the 

last three years two Major Competitors but in each case such 

support did not relate to coal and was unrelated to the Debtors and 

these chapter 11 cases.

(c) A member of the McKinsey RTS Team attended a proposal 

meeting and submitted a proposal to a Major Competitor that was 

not accepted.

(d) Certain members of the McKinsey RTS Team serve as "Senior 

Experts" or "Knowledge Specialists" and in connection with such 

services, in the past three years, provided market data to two Major 

Competitors one Major Unsecured Noteholder, one Lender Under 

A/R Facility, three Major Customers, one Revolving Facility 

Lender, one Other Major Supplier of Goods and Services, one 

Party to Material Unexpired Leases, and one Party to Joint 

Ventures. No members received any confidential information 

specific to any of such parties except as noted in paragraph "g" 

herein and in each case such services were unrelated to the Debtors 

and these chapter 11 cases.

(e) One member of the McKinsey RTS Team, through past 

employment by an affiliate of one of the Debtors' Professionals, 

Consultants and Service Providers in the past three years published 

daily market reports that were transmitted to various parties on the 

Interested Parties List. Such reports involved market information 

and evaluations pertaining to the market, and no information 

specific to any of such parties except as noted in paragraph "g" 

herein.

(f) One member of the McKinsey RTS Team was previously 

employed, in the past three years, by an affiliate of one of the 

Debtors' Parties to Material Unexpired Leases, Major Customers 

and Major Competitors, but on matters unrelated to the Debtors 

and these chapter 11 cases. 

(g) Members of the McKinsey RTS Team currently serve or in the 

past three years have served one Beneficiary of Letters of Credit, 

one Depository and Disbursement Bank, one Insurer, Insurance 

Broker and Third-Party Administrator, one Lender Under A/R 

Facility, one Major Competitor, three Major Customers, one Major 

Unsecured Noteholder, one Other Major Supplier of Goods and 

Services, two Parties to Joint Ventures, one Party to Material 

Unexpired Leases, two Revolving Facility Lenders, and one 

Significant Utility Provider or affiliates thereof, but in each case on 

matters unrelated to the Debtors and these chapter 11 cases.

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(h) Members of McKinsey RTS, in the past three years, have served 

one Major Customer of the Debtors on procurement in the coal 

sector generally but with no specific focus on the Debtors or these 

chapter 11 cases.

(i) Members of McKinsey RTS serve or in the past three years have 

served one Major Competitor on matters related to coal but such 

matters are unrelated to the Debtors and these chapter 11 cases.

(j) Ten members of McKinsey RTS were previously employed, in the 

past three years, by three of the Debtors' Professionals, Consultants 

and Service Providers, but in each case on matters unrelated to the 

Debtors and these chapter 11 cases.

(k) Members of McKinsey RTS, in the past three years, served a 

company in chapter 11 where the Debtors were among the 

interested parties in that case as a top 50 creditor and over 100K 

vendor. Such members of McKinsey RTS provided general 

analytical support to the client's procurement efforts in, among 

others, the coal sector, but such service was unrelated to the 

Debtors and these chapter 11 cases.

(l) Members of McKinsey RTS currently serve or in the past three 

years have served one Beneficiary of Letters of Credit; two Largest 

Unsecured Creditors (Excluding Noteholders); five Professionals, 

Consultants and Service Providers; five Depository and 

Disbursement Banks; three Insurers, Insurance Brokers and ThirdParty Administrators; one Lender Under A/R Facility; three Major 

Competitors; three Major Customers; four Major Equity Holders; 

four Major Unsecured Noteholders; one Material Surety; one Other 

Major Supplier of Goods and Services; one Party to Joint 

Ventures; one Party to Material Contracts; four Parties to Material 

Unexpired Leases; eight Revolving Facility Lenders; one Second 

Lien Noteholder; nine Secured Term Loan Lenders; and one 

Significant Utility Provider or affiliates thereof, but in each case on 

matters unrelated to the Debtors and these chapter 11 cases.

(m) Members of an affiliate of McKinsey RTS, in the past three years, 

have served one Major Customer of the Debtors on procurement in 

the coal sector generally but with no specific focus on the Debtors 

or these chapter 11 cases.

(n) An affiliate of McKinsey RTS is providing the Debtors with a 

proprietary knowledge benchmarking tool which includes 

confidential operational data and information of members of the 

mining sector who participate in the benchmarking model 

("Benchmarking Confidential Information"). Such McKinsey 

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affiliate keeps the Benchmarking Confidential Information strictly 

confidential and discloses it only to its employees and agents who 

have a need to know and who are bound to keep it confidential in 

connection with performing the benchmarking services. 

The Benchmarking Confidential Information is used to provide 

participants with information comparing its data to the aggregated 

or disguised data of other participants in the benchmarking study. 

Participants' data is kept secure, confidential, and is only used to 

create aggregated and blinded results that do not allow any 

individual mine or participant to be identified.

21. In addition, McKinsey RTS and its affiliates serve clients across a broad 

range of industries, functions, and geographies, and, within industries, serve competitors and do 

so in a manner that protects the confidentiality of each client's information (including the 

confidentiality of the engagement itself). Thus, McKinsey RTS and certain of its affiliates may 

have in the past provided services for, may presently be providing services for, and may in the 

future provide services for entities that are determined to be creditors, lenders, shareholders, 

insurers, customers, competitors, vendors, or contract counterparties of the Debtors or of 

Interested Parties named on the Interested Parties List. However, to the best of my current 

knowledge, subject to the disclosures set forth herein, such services do not focus on direct 

commercial relationships or transactions between such companies and the Debtors. 

22. McKinsey RTS and its affiliates do, however, from time to time provide 

overall strategic analysis and advice to companies that operate in the industries in which the 

Debtors operate, which analysis and advice could include review and comment on publicly 

available information and strategic considerations with respect to the Debtors, as well as other 

companies. Similarly, certain members of McKinsey RTS and its affiliates may have business 

associations with certain of the Debtors' creditors, professionals, service providers or other 

Interested Parties, or interests adverse to such creditors, professionals, service providers or 

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Interested Parties, which associations, to the best of my knowledge and information, have no 

connection with these proceedings. 

23. As noted, McKinsey RTS and its affiliates have a long-standing policy of 

serving competing companies, and they do so in a manner that protects the confidentiality of 

each client's information. In fact, McKinsey RTS's expertise which the Debtors desire to utilize 

for the purposes described herein, derives from McKinsey RTS's and its affiliates' broad-based 

service in many different aspects of the industry and business sectors in which the Debtors 

operate. Because of its practice of serving clients with overlapping or competing interests, these 

affiliates do not have in place any centralized conflicts identification process and only have a 

central database of clients and engagements performed for those clients, which is kept principally 

for record keeping purposes, but does not contain detailed descriptions of the client support. 

24. However, McKinsey RTS completed the following steps in order to make 

the representations contained herein: 

(a) McKinsey RTS made inquiry to all partners or their equivalents at 

its affiliates worldwide that provide consulting services about 

whether they currently provide consulting services to entities that 

focus on a direct commercial relationship or transaction with the 

Debtors. 

(b) McKinsey RTS made inquiry to the partners or their equivalents at 

its affiliates worldwide that provide consulting services, who are 

responsible for those clients appearing on the Interested Parties 

List, as to whether any services McKinsey RTS or its affiliates 

provided over the past three years or are currently providing to 

such Interested Parties focused or focus on a direct commercial 

relationship or transaction with the Debtors. 

(c) McKinsey RTS made inquiry of all employees at all of its affiliates 

worldwide, as to whether such employee or a member of his or her 

immediate family is related to or employed by the Debtors, the 

United States Trustee or the Bankruptcy Court. 

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(d) McKinsey RTS made inquiry of all employees at all of its affiliates 

worldwide as to whether such employee or a member of his or her 

immediate family owns equity securities of the Debtors. 

(e) McKinsey RTS requested that, for the duration of McKinsey RTS's 

retention by the Debtors, partners of McKinsey RTS and its 

affiliates worldwide that provide consulting services immediately 

inform the office of McKinsey RTS's General Counsel if proposed 

support for any of their clients would focus on a direct commercial 

relationship with the Debtors. 

25. Based upon the responses to these inquiries, McKinsey RTS and its 

affiliates serve or have served in the last three years various parties included on the Interested 

Parties List, but other than as may be described herein, such client service has not focused on a 

direct commercial relationship or transaction with the Debtors. 

26. Furthermore, based upon responses received to the inquiry of over 

18,000 colleagues of McKinsey RTS and its affiliates, no employees of the McKinsey RTS Team 

or McKinsey RTS have immediate family members that are related to or employed by the 

Debtors. In addition, to the best of my knowledge and belief, no employees of the McKinsey 

RTS Team or McKinsey RTS or their family members hold equity securities of the Debtors.5

27. To the best of my knowledge and belief, no client of McKinsey RTS and 

its affiliates who is identified on the Interested Parties List accounts for more than one percent of 

McKinsey RTS's and its affiliates' gross annual revenue on a consolidated basis as of its fiscal 

year 2014. 

 

5

 In reviewing its records and the relationships of its professionals, McKinsey RTS did not seek information 

as to whether any employee of McKinsey RTS or its affiliates or member of his or her immediate family: 

(a) indirectly owns, through a public mutual fund or through partnerships in which certain employees have 

invested but as to which such professionals have no control over or knowledge of investment decisions, 

securities of the Debtors; or (b) has engaged in any ordinary course consumer transaction with any party in 

interest. If any such relationship does exist, I do not believe it would impact McKinsey RTS's 

disinterestedness or otherwise give rise to a finding that McKinsey RTS holds or represents an interest 

adverse to the Debtors' estates. 

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28. McKinsey RTS has adopted procedures to identify any potential support 

by McKinsey RTS that focuses on a direct commercial relationship or transaction with the 

Debtors so that McKinsey RTS may either make disclosure of such potential engagement to the 

Bankruptcy Court or take other appropriate steps. If and when retained, McKinsey RTS will 

again communicate to all partners in McKinsey RTS and its affiliates to notify the office of the 

General Counsel of any such proposed client engagements. 

29. Finally, as part of its diverse practice, McKinsey RTS and its affiliates are 

involved in numerous matters and transactions involving many different professionals, including 

attorneys, accountants and financial consultants, some of which may represent the Debtors or 

claimants and Interested Parties in the Debtors' chapter 11 cases. For instance, McKinsey RTS 

and its affiliates may have in the past been represented by, may currently be represented by, and 

may in the future be represented by attorneys, law firms or financial advisors who are involved 

in these proceedings, including law firms and financial advisors representing the Debtors. 

Further, McKinsey RTS and its affiliates may in the past have served, may currently serve, and 

may in the future serve professionals in these cases on matters unrelated to the Debtors' 

chapter 11 cases. In addition, McKinsey RTS and its affiliates may in the past have worked with, 

may currently work with, and likely will in the future work with professionals in these cases on 

matters unrelated to these cases. Lastly, McKinsey RTS and its affiliates may have in the past 

contracted with, may currently contract with, and may in the future contract with certain service 

providers listed on the Interested Parties List for necessary business services. Based upon my 

current knowledge of the professionals involved, to the best of my knowledge, none of these 

business relations constitute interests materially adverse to the Debtors herein in matters upon 

which McKinsey RTS is to be employed, and none are in connection with these cases. 

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30. In the 90 days immediately preceding the Petition Date, McKinsey RTS 

received payments totaling $1,825,000.00 in the aggregate for services rendered and expenses 

incurred on behalf of the Debtors. McKinsey RTS received no other payments from the Debtors 

during the 90 days immediately preceding the Petition Date. As of the Petition Date, the Debtors 

did not owe McKinsey RTS for any fees or expenses incurred prior to the Petition Date. 

31. McKinsey RTS has not shared or agreed to share any of its compensation 

from the Debtors with any other person, other than as permitted by section 504 of the 

Bankruptcy Code. 

32. McKinsey RTS will conduct an ongoing review of its files during the 

pendency of these chapter 11 cases to ensure that no conflicts or other disqualifying 

circumstances exist or arise. In this regard, if McKinsey RTS discovers additional information 

that requires disclosure, McKinsey RTS will file supplemental disclosures with the Court. 

33. Based upon the foregoing, I believe that McKinsey RTS does not hold an 

adverse interest to the Debtors' estates and that McKinsey RTS is a "disinterested person" as that 

term is defined in section 101(14) of the Bankruptcy Code. 

34. McKinsey RTS reserves the right to supplement this Declaration in the 

event it becomes aware of any relationship or other information that requires disclosure. 

Pursuant to 28 U.S.C. § 1746, I declare under penalty of perjury that the foregoing 

is true and correct. 

Dated: August 24, 2015

 Chicago, Illinois 

 /s/ Kevin Carmody 

 Kevin Carmody 

Practice Leader 

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SCHEDULE 1

Interested Parties

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Alpha Natural Resources, Inc., et al.

Interested Parties

Debtors

Alex Energy, Inc. 

Alpha American Coal Company LLC 

Alpha American Coal Holding LLC 

Alpha Appalachia Holdings, Inc. 

Alpha Appalachia Services, Inc. 

Alpha Coal Resources Company LLC 

Alpha Coal Sales Co. LLC 

Alpha Coal West, Inc. 

Alpha European Sales, Inc. 

Alpha India LLC 

Alpha Land and Reserves, LLC 

Alpha Midwest Holding Company 

Alpha Natural Resources, Inc. 

Alpha Natural Resources LLC 

Alpha Natural Resources International LLC 

Alpha Natural Resources Services LLC 

Alpha PA Coal Terminal LLC 

Alpha Shipping and Chartering LLC 

Alpha Sub Eight LLC 

Alpha Sub Eleven, Inc. 

Alpha Sub Nine LLC 

Alpha Sub One, LLC 

Alpha Sub Ten, Inc. 

Alpha Sub Two LLC 

Alpha Terminal Company LLC 

Alpha Wyoming Land Company LLC 

AMFIRE LLC 

AMFIRE Holdings LLC 

AMFIRE Mining Company LLC 

Appalachia Coal Sales Company, Inc. 

Appalachia Holding Company 

Aracoma Coal Company, Inc. 

Axiom Excavating and Grading Services LLC 

Bandmill Coal Corporation 

Bandytown Coal Company 

Barbara Holdings, Inc. 

Barnabus Land Company 

Belfry Coal Corporation 

Big Bear Mining Company 

Black Castle Mining Company, Inc. 

Black King Mine Development Company 

Black Mountain Cumberland Resources, Inc. 

Boone East Development Company 

Brooks Run Mining Company LLC 

Brooks Run South Mining LLC 

Buchanan Energy Company LLC 

Castle Gate Holding Company 

Clear Fork Coal Company 

Coal Gas Recovery II, LLC 

Crystal Fuels Company 

Cumberland Coal Resources, L.P. 

Dehue Coal Company 

Delbarton Mining Company 

Delta Mine Holding Company 

DFDSTE Corporation 

Dickenson-Russell Coal Company LLC 

Dickenson-Russell Land and Reserves LLC 

DRIH Corporation 

Duchess Coal Company 

Eagle Energy, Inc. 

Elk Run Coal Company, Inc. 

Emerald Coal Resources, L.P. 

Enterprise Mining Company LLC 

Esperanza Coal Company LLC 

Foundation Mining LLC 

Foundation PA Coal Company LLC 

Foundation Royalty Company 

Freeport Mining LLC 

Freeport Resources Company LLC 

Goals Coal Company 

Gray Hawk Insurance Company 

Green Valley Coal Company 

Greyeagle Coal Company 

Harlan Reclamation Services LLC 

Herndon Processing Company LLC 

Highland Mining Company 

Hopkins Creek Coal Company 

Independence Coal Company, Inc. 

Jacks Branch Coal Company 

Jay Creek Holding LLC 

Kanawha Energy Company 

Kepler Processing Company LLC 

Kingston Mining, Inc. 

Kingwood Mining Company LLC 

Knox Creek Coal Corporation 

Lauren Land Company 

Laxare, Inc. 

Litwar Processing Company LLC 

Logan County Mine Services, Inc. 

Long Fork Coal Company 

Lynn Branch Coal Company, Inc. 

Maple Meadow Mining Company 

Marfork Coal Company, Inc. 

Martin County Coal Corporation 

Maxxim Rebuild Co. LLC 

Maxxim Shared Services LLC 

Maxxum Carbon Resources LLC 

McDowell-Wyoming Coal Company LLC 

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Mill Branch Coal Corporation 

New Ridge Mining Company 

New River Energy Corporation 

Neweagle Industries, Inc. 

Nicewonder Contracting, Inc. 

North Fork Coal Corporation 

Omar Mining Company 

Paramont Coal Company Virginia LLC 

Paynter Branch Mining, Inc. 

Peerless Eagle Coal Company 

Pennsylvania Land Holdings Company LLC 

Pennsylvania Land Resources, LLC 

Pennsylvania Land Resources Holding

 Company, LLC 

Pennsylvania Services Corporation 

Performance Coal Company 

Peter Cave Mining Company 

Pigeon Creek Processing Corporation 

Pilgrim Mining Company, Inc. 

Pioneer Fuel Corporation 

Plateau Mining Corporation 

Power Mountain Coal Company 

Premium Energy LLC 

Rawl Sales & Processing Company 

Republic Energy, Inc. 

Resource Development LLC 

Resource Land Company LLC 

River Processing Corporation 

Riverside Energy Company LLC 

Riverton Coal Production, Inc. 

Road Fork Development Company, Inc. 

Robinson-Phillips Coal Company 

Rockspring Development, Inc. 

Rostraver Energy Company 

Rum Creek Coal Sales, Inc. 

Russell Fork Coal Company 

Shannon-Pocahontas Coal Corporation 

Shannon-Pocahontas Mining Company 

Sidney Coal Company, Inc. 

Spartan Mining Company 

Stirrat Coal Company 

Sycamore Fuels, Inc. 

T. C. H. Coal Company 

Tennessee Consolidated Coal Company 

Thunder Mining Company II, Inc. 

Trace Creek Coal Company 

Twin Star Mining, Inc. 

Wabash Mine Holding Company 

Warrick Holding Company 

West Kentucky Energy Company 

White Buck Coal Company 

Williams Mountain Coal Company 

Wyomac Coal Company, Inc. 

Non-Debtor Affiliates of the Debtors (Domestic)

ANR Second Receivables Funding LLC 

Dominion Terminal Associates LLP

Marshall Land LLC 

Mountaineer Capital, L.P. 

Twisted Gun, LLC 

Wyoming Quality Healthcare Coalition LLC 

Non-Debtor Affiliates of the Debtors (Foreign)

Alpha Coal India Private, Ltd. 

Alpha Coal Sales International, Ltd. 

Excelven Pty, Ltd. 

Recently Dissolved or Divested Entities

ANR Receivables Funding, LLC 

Hanna Land Company LLC 

Scarlet Development Company

Current and Recent Directors, Officers 

and Senior Management of the Debtors

Gary W. Banbury 

A. C. Brisimitzakis 

Philip J. Cavatoni 

G. S. Cole 

Kevin S. Crutchfield 

William J. Crowley, Jr. 

E. Linn Draper, Jr. 

G. A. Eisenberg 

Deborah M. Fretz 

P. Michael Giftos 

V. R. Groves 

Alan W. Jones, Jr. 

Victor K. Hainer 

L. Patrick Hassey 

J. Scott Kreutzer 

Mark M. Manno 

William L. Phillips, III 

Joel Richards, III 

Brian D. Sullivan 

Richard H. Verheij 

P. H. Vining 

F. J. Wood 

Major Current Business 

Affiliations of Debtors' Current Directors

Alliance Data Systems, Inc. 

American Coalition for Clean Coal Electricity 

Chicago Bridge & Iron Company, N.V. 

Coal Industry Advisory Board 

Coal Utilization Research Council 

Coeur d'Alene Mines Corporation 

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Coeur Mining, Inc. 

Curtis Institute of Music 

Eastern Coal Council 

Electro Mechanical Corporation 

Joel Richards and Associates 

JNL Investors Series Trust 

JNL Series Trust 

JNL Strategic Income Fund 

JNL Variable Fund LLC 

Kaiser Aluminum Corporation 

Kentucky Coal Association 

L. Patrick and Marsha L. Hassey Family 

 Charitable Foundation 

National Mining Association 

NorthWestern Corporation 

Project Home (Philadelphia) 

Ryder System, Inc. 

Southwest Virginia Higher Education Center 

The Layton Companies, Inc. 

Virginia Tech College of Mining and 

 Minerals Engineering 

Wellmont Foundation 

West Virginia Coal Association

Debtors' Professional 

Memberships and Commercial Associations

Allegheny Conference 

American Coalition for Clean Coal Electricity 

Beckley-Raleigh (West Virginia) Chamber 

 of Commerce 

Bristol (Virginia) Chamber of Commerce 

Dickinson County (Virginia) Chamber of Commerce 

Friends of Coal 

International Energy Agency, Coal Industry 

 Advisory Board 

Kentucky Chamber of Commerce 

Kentucky Coal Association 

Kentucky Coal Operators and Associates 

Logan County (West Virginia) Chamber 

 of Commerce 

National Association of Manufacturers 

National Coal Council 

National Mining Association 

Pennsylvania Chamber of Business and Industry 

Pennsylvania Coal Alliance 

Ripon Society 

Rotary Club of Charleston (West Virginia) 

Southern States Energy Board 

Southwestern Virginia Technology Council 

U.S. Chamber of Commerce 

Utilities, Telecommunication and Energy Coalition 

Virginia Chamber of Commerce 

Virginia Coal and Energy Alliance 

Virginia Manufacturers Association 

West Virginia Business and Industry Council 

West Virginia Chamber of Commerce 

West Virginia Coal Association 

West Virginia Manufacturers Association 

Wise County (Virginia) Chamber of Commerce 

World Coal Association 

Wyoming Mining Association 

Revolving Facility Lenders

Apollo Global Management LLC 

Bank of America, N.A. 

Bank of Montreal 

Barclays Bank PLC 

Branch Banking and Trust Company 

Citigroup Global Markets 

Credit Agricole Corporate and Investment Bank 

Deutsche Bank 

Goldman Sachs Bank USA 

JPMorgan Chase Bank, N.A. 

Morgan Stanley Senior Funding, Inc. 

PNC Bank, N.A. 

RBS Greenwich Capital 

Sumitomo Mitsui Banking Corporation 

U.S. Bank, National Association 

UBS Stamford Branch TRS 

Wells Fargo Bank, N.A. 

Lenders Under A/R Facility

General Electric Capital Corporation 

Webster Business Credit Corporation 

Secured Term Loan Lenders

3i Debt Management US LLC 

Aegon USA Investment Management LLC 

Allianz Global US 

American Money Management 

Apollo Global Management 

Bank of America, N.A. 

Barclays Bank PLC 

Black Diamond Capital 

BlueMountain Capital 

CBRE Inc. 

Columbia Management Investment Advisers LLC 

Contrarian Funds LLC 

Credit Industriel et Commercial 

Credit Suisse 

Credit Value Partners LP 

Deutsche Bank 

Eaton Vance Corporation 

Fidelity Investments 

H.I.G. Whitehorse Capital LLC 

Highbridge Capital 

JPMorgan Chase Bank, N.A. 

KDP Asset Management 

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Kramer Van Kirk Credit 

Midtown Acquisitions LP 1 

MJX Asset Management 

Morgan Stanley 

Napier Park Global Capital LLC 

Neuberger Berman 

Newcastle Capital 

Oak Hill Advisors LP 

Octagon Credit Investors 

Onex Credit Partners, LLC 

Oppenheimer Funds 

Pinebridge Investments LLC 

PPM America, Inc. 

Prudential Insurance 

Regiment Capital 

Sankaty Advisors, LLC 

Thivent Financial 

Valcour Capital 

Wellington Management Company 

Western Asset Management 

Zais Group LLC 

Second Lien Noteholders

BlueMountain Capital Management LLC 

Capital Research & Management Company (U.S.) 

Franklin Advisers, Inc. 

MacKay Shields LLC 

Sankaty Advisors LLC 

T. Rowe Price Associates, Inc. 

Beneficiaries of Letters of Credit

Ace American Insurance Co. 

Arch Insurance Group 

Argonaut Insurance Co. 

Aspen American Insurance Co. 

Aspen Insurance 

Atlantic Specialty Insurance Co. 

Chubb & Son 

Dominion Transmission 

Greater Johnstown Water Authority 

Indemnity National Insurance Co. 

Insurance Commission of West Virginia 

Kentucky Department of Workers' Claims 

Liberty Mutual Insurance Co. 

National Union Fire Insurance 

Northern Continental 

Old Republic Insurance Co. 

OneBeacon 

Pennsylvania Bureau of Workers' Compensation, 

 Self-Insurance Division 

Steadfast Insurance Co. 

SummitPoint Insurance Co. 

Travelers 

U.S. Department of Labor, Division of Longshore 

 and Harbor Workers' Compensation 

United Mine Workers of America 1992 Benefit Plan 

Westchester Fire Insurance Co. 

Western Surety Co. 

Zurich American Insurance Co. 

Current Bond Trustees

Union Bank, N.A., f/k/a 

 Union Bank of California 

Wilmington Trust Company 

Major Unsecured Noteholders

Aberdeen Asset Management, Inc. (U.S.) 

BlackRock Advisors LLC 

BlueMountain Capital Management LLC 

Brigade Capital Management, L.P. 

Capital Research & Management Company (U.S.) 

Fidelity Management & Research Company 

Franklin Advisers, Inc. 

Hudson Bay Capital Management, L.P. 

J.P. Morgan Securities LLC 

Kornitzer Capital Management, Inc. 

Lazard Asset Management LLC (U.S.) 

MacKay Shields LLC 

Marathon Asset Management, L.P. 

Mason Street Advisors LLC 

Neuberger Berman Management LLC 

Nomura Corporate Research and Asset Management, 

Inc. (U.S.) 

Oaktree Capital Management, L.P. 

Phoenix Investment Adviser LLC 

Pioneer Investment Management, Inc. 

PPM America, Inc. 

Regiment Capital Advisors 

River Birch Capital LLC 

Sankaty Advisors LLC 

SG Americas Securities LLC 

Silver Point Capital, L.P. (U.S.) 

Silver Rock Financial LLC 

SMH Capital Advisors, Inc. 

State Street Global Advisors (SSgA) 

W.R. Huff Asset Management Co. LLC 

Wolverine Asset Management LLC 

Depository and Disbursement Banks

Australia and New Zealand Banking Group Ltd. 

(ANZ) 

Bank of America 

Branch Banking and Trust Company (BB&T) 

ClearMountain Bank 

Credit Agricole Bank 

Deutsche Bank 

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First Community Bank 

First Federal Savings and Loan Association of 

 Greene County 

First National Bank of Gillette 

JPMorgan Chase & Co., nka JPMorgan Chase, 

National Association 

Morgan Stanley 

PNC Bank 

Sterling Capital Management 

Sumitomo Mitsui Banking Corporation (SMBC) 

The Bancorp, Inc. 

UBS 

United Bank 

Wells Fargo 

Whitesville State Bank

Debtors' Largest Unsecured 

Creditors (Excluding Noteholders)

Acin LLC 

AEP River Operations LLC 

Appalachian Power Company 

Brake Supply Co., Inc. 

Bridgestone Americas Tire Operations 

Carter Machinery Co. Inc. 

Cecil I. Walker Machinery Company 

Cleary Gottlieb Steen & Hamilton LLP 

CSXT 

D-A Lubricant Co., Inc. 

Equitable Oil Purchasing Company 

Heitech Corporation 

J.H. Fletcher & Co. 

Jennmar Corporation 

Joy Global Underground Mining LLC 

Kinder Morgan Operating, L.P. 

Lee Supply Co., Inc. 

Mayo Manufacturing Co., Inc. 

Monk Mining Supply, Inc. 

Nelson Brothers LLC 

Norfolk Southern Railway Company 

Pension Benefit Guaranty Corporation 

Powell Construction Company 

Rish Equipment Company 

Rowland Land Company 

Service Pump & Supply, Inc. 

Tramco Services, Inc. 

United Central Industrial Supply 

United States Department of the Interior, Bureau of 

 Land Management 

United States Environmental Protection Agency 

Viking Explosives LLC 

Wyoming Machinery Company 

Wyoming Office of State Lands and Investments 

Xcoal Energy Resources

Major Equity Holders

Anchorage Capital Group LLC 

BlackRock Fund Advisors 

California Public Employees' Retirement System 

Charles Schwab Investment Management, Inc. 

Columbia Management Investment Advisers LLC 

Contrarian Capital Management LLC 

D.C. Capital Advisors, Ltd. 

Deutsche Asset Management 

 Investmentgesellschaft mbH (DeAM) 

Dimensional Fund Advisors, L.P. 

Discovery Capital Management LLC 

First Washington Corporation 

Hudson Bay Capital Management, L.P. 

KBC Fund Management, Ltd. 

Luminus Management LLC 

Michigan Department of Treasury 

Nomura Securities Co., Ltd. 

Northern Trust Investments, Inc. 

RBC Global Asset Management, Inc. 

Renaissance Technologies LLC 

Sankaty Advisors LLC 

SSgA Funds Management, Inc. 

Steelhead Partners LLC 

Systematic Financial Management, L.P. 

UBS Financial Services, Inc. 

Vanguard Group, Inc. 

Parties to Joint Ventures with the Debtors

The Abell Foundation, Inc. 

Arch Coal, Inc. 

Arch Reclamation Services, Inc. 

Frank A. Bonsal, Jr. 

Branch Banking & Trust Company 

George L. Bunting, Jr. 

Charles H. Salisbury Jr. 2005 Grantor Retained 

 Annuity Trust 

Citadel Advisors, LLC 

Citizens Bank of Weston 

City National Bank of West Virginia 

Cloud Peak Energy Resources LLC 

Federal Home Loan Bank of Pittsburgh 

Floyd Family LP 

Robert Feinstein 

Eileen Francis 

Walker Friedman 

Shawn P. George 

Greenbrier Land Co. 

Huntington Bank 

Jon Hyman 

Instigator Investments III, LLC 

IRA Custodian for David G. Settle 

IRA Custodian for John R. Pfeffer 

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James L. Hotvet and Jill B. Hotvet Irrevocable Trust 

John R. Pfeffer Trust 

Charles T. Jones 

Lanco Infratech Ltd. 

Charlie Mecham 

Melinda B. Pfeffer Trust 

The Melrose Group, LLC 

F. Eric Nelson, Jr. 

F. Eric Nelson, Sr. 

NGP Energy Capital Management 

Nixon Peabody Financial Advisors, LLC 

Arnold Palmer 

Peabody Energy Corp. 

Peabody Holding Co., Inc. 

Peabody Powder River Operations, LLC 

John R. Pfeffer 

Robert B. Priest 

Rice Energy Holdings LLC 

Rice Energy Management LLC 

Jay E. Ricks 

Michael Riley 

RJ Holdings Ltd. 

Charles H. Salisbury, Jr. 

Salisbury Family Foundation 

David G. Settle 

David G. Settle IRA Account 

Larry Settle 

Peter S. Strange 

W.R. Grace & Co. 

WesBanco Bank, Inc. 

West Virginia Capital Management, LLC 

West Virginia Enterprise Advancement Fund, LLC 

Parties to Material Contracts with the Debtors

4 Way Trucking Inc. 

Appalachian Transfer LLC 

B & M Repair Inc. 

Brake Supply Co. Inc. 

Bresee Trucking Co. Inc. 

Brians Battery Svc LLC 

Bridgestone Americas Tire Operations 

Bridgestone Firestone North American Tire LLC 

CLDN Cobelfret S.A. 

CSXT 

D-A Lubricant Co. Inc. 

Double R Trucking 

Electric Motor Service 

Enersys 

Equitable Oil Purchasing Co. 

Fastenal Co. 

Flomin Coal Inc. 

Hills Fuel Trucking Inc. 

J.H. Fletcher & Co. 

Jabo Supply Corp. 

Jennmar Corp. 

Jennmar McSweeney LLC 

Kinder Morgan Operating LP 

Laurel Trucking Inc. 

Lexycon LLC 

Long Run Transport 

Maria Trucking Co. Inc. 

Mayo Manufacturing Co. Inc. 

Medford Trucking LLC 

Michelin North America Inc. 

Mine Power Systems Inc. 

Monk Mining Supply Inc. 

Nelson Brothers LLC 

Nexans Amercable Inc. 

Norden AS 

Norfolk Southern Railway Company 

Paccship UK 

Pioneer Conveyor LLC 

Polydeck Screen Corp. 

Quality Magnetite LLC 

Rish Equipment Co. 

Service Pump & Supply Inc. 

State Electric Supply Co Inc. 

TC Transport Inc. 

Todd Case Trucking Inc. 

Tri County Contractors Inc. 

Tyler Trucking LLC 

United Central Industrial Supply 

Veyance Industrial Services 

Viking Explosives LLC 

W & B Fabricators Inc. 

Parties to Material 

Unexpired Leases with the Debtors

Acin LLC 

AIG Commercial Equipment Finance 

Alpha Rental Properties, LLC 

Ark Land Corporation (Arch Coal, Inc.) 

Banc of America Leasing & Capital 

Bank of the West 

Berwind Natural Resources/Berwind Land Company 

Bristol Motor Speedway, LLC 

Capital One Equipment Leasing & Finance 

Caterpillar Financial Services 

Jerry Chapman 

Cole and Crane Real Estate Trust 

Dingess Rum Properties LLC 

Eagle Land 

Executive Air Terminal, Inc. 

Fara Coals 

Howard Family LLC 

HUB Properties Trust 

Industrial Development Authority of Wise County 

Jewell Smokeless Coal Corp. 

Jimson, Inc. 

JRY Natural Resources 

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Kentucky River Land, L.P. 

Kentucky River Properties LLC 

Key Equipment Finance 

L&H Industrial Inc. 

MB LLC 

Mountain Trails Real Estate, LLC 

National League of Cities 

Natural Resources Partners 

One Alpha Place, LLC 

Pacific Western Equipment Finance 

Pardee Minerals LLC 

Penn Virginia Operating Company LLC 

Pennsylvania Power and Light/ 

 PP&L Generation LLC 

Petitto Mine Equipment Inc. 

Pocahontas Land Corporation 

Pristine Resources, Inc. (Arcelor Mittal) 

Reit Management & Research LLC 

Rowland Land Company LLC 

Shonk Land Company LLC 

Shonk Seng Creek 

Siemens Financial Services 

SLD Todd LLC 

Southern Land Company 

SSK Investments, LLC 

Staples Advantage 

State of Wyoming 

T. J. Realty 

The Oxbow Corp. 

Tri-Cities Airport Commission 

U.S. Bancorp Equipment Finance Inc. 

United Coal Co. 

United Hansel, Inc. 

United States Department of the Interior 

WBRD LLC 

Western Pocahontas Properties 

WPP LLC 

Wyoming Office of State Lands & Investments 

Xcoal Energy Resources 

Permitting/Licensing 

Authorities, Environmental Regulatory 

Agencies and Reclamation Bonding Entities

Buchanan County (Virginia) Health Department 

City of Norton (Virginia) Health Department 

Dickenson County (Virginia) Health Department 

Federal Communications Commission 

Illinois Department of Natural Resources 

Illinois Environmental Protection Agency 

Indiana Department of Natural Resources 

Kentucky Cabinet for Health and Family Services, 

 Department for Public Health 

Kentucky Department for Environmental Protection 

Kentucky Department for Natural Resources 

Kentucky Division of Mine Safety 

Pennsylvania Bureau of Mine Safety 

Pennsylvania Department of 

 Environmental Protection 

Pike County (Kentucky) Health Department 

Russell County (Virginia) Health Department 

Tennessee Department of Environment and 

 Conservation 

Tennessee Office of Surface Mining, Reclamation 

 and Enforcement 

U.S. Army Corps of Engineers 

U.S. Bureau of Alcohol, Tobacco, Firearms and 

 Explosives 

U.S. Bureau of Land Management 

U.S. Environmental Protection Agency 

U.S. Mine Safety and Health Administration 

U.S. Nuclear Regulatory Commission 

U.S. Office of Surface Mining Reclamation and 

 Enforcement 

Utah Division of Oil, Gas and Mining 

Virginia Department of Environmental Quality 

Virginia Department of Health 

Virginia Department of Mines, Minerals and Energy 

Virginia Marine Resources Commission 

West Virginia Department of Environmental 

 Protection 

West Virginia Department of Health and 

 Human Resources 

West Virginia Division of Natural Resources, 

 Office of Land and Streams 

West Virginia Office of Mine Health, Safety 

 and Training 

Wise County (Virginia) Building and Zoning 

 Department 

Wise County (Virginia) Health Department 

Wyoming Department of Environmental Quality 

Wyoming Department of Workforce Services – 

 Mines Inspection and Safety 

Debtors' Professionals, 

Consultants and Service Providers

A & A Services, Inc. 

Accountemps 

Alvarez & Marsal North America, LLC 

Bank of America 

Becker Law Firm PLLC 

Bloomberg Finance, L.P. 

Bloomberg BNA 

CG Commercial Finance 

Cherry Bekaert LLP 

Cleary Gottlieb Steen & Hamilton LLP 

Corporate Executive Board 

Creditriskmonitorcom 

CT Corporation System d/b/a CT Lien Solutions 

Davis Polk & Wardwell LLP 

Deloitte Tax LLP 

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Ducera Partners LLC 

Ernst & Young 

Financial Accounting Standards Board 

Hadary Services Company LLC 

Hicok Fern Brown & Garcia CPAs 

Houlihan Lokey, Inc. 

Hunton & Williams LLP 

Intax, Inc. 

Jackson Kelly PLLC 

Jones Day 

Keane 

KPMG LLP 

Kurtzman Carson Consultants LLC 

McKinsey & Company, Inc. 

Moody's Investors Service 

Public Company Accounting Oversight Board 

Rothschild, Inc. 

Siemens Industry Pace Global 

Standard & Poor's 

Tax Compliance, Inc. 

Thomson Reuters 

Thomson Reuters GRC, Inc. 

Thomson Tax & Accounting 

Towers Watson 

Towers Watson Delaware, Inc. 

Venture Management International, Ltd. 

Willis of New York 

Other Major Suppliers of Goods and Services

Brayman Construction Corp. 

Cecil I. Walker Machinery Co. 

Chisler Brothers Contracting LLC 

Cramer Security & Investigations Inc. 

CSXT 

Earth Support Services Inc. 

East Fairfield Coal Co. 

FLSmidth USA Charleston Operations 

GE Fairchild LLC 

GMS Mine Repair & Maintenance Inc. 

Joy Global Surface Mining Inc. 

Joy Global Underground Mining LLC 

K & K Steam Cleaning & Contracting Inc. 

Lee Supply Co. Inc. 

Nalco Co. 

Norfolk Southern Railway Company 

Powell Construction Co. WV Division LLC 

TIC - The Industrial Co 

Tramco Services Inc. 

Wyoming Machinery Co. 

Major Customers of the Debtors

American Electric Power/Appalachian Power 

 Company 

ArcelorMittal Sourcing, S.A. 

Carmeuse Lime and Stone, Inc. 

Dayton Power & Light Company 

Drax Power, Ltd. 

Duke Energy/Progress 

Dynegy Commercial Asset Management, LLC 

Enel Trade SpA 

Eregli Demir Ve Celik Fabrikalari T.A.S. 

Homer City Generation, L.P. 

Ilva S.P.A. 

Indiana Michigan Power Company 

Kansas City Power & Light Company 

Kentucky Power Company 

Luminant Energy Company LLC 

NRG Power Marketing LLC 

Peabody COALTRADE LLC 

PPL Coal Supply LLC 

Public Service Company of Colorado 

Resource Fuels LLC 

Santee Cooper 

Siderurgica Triestina Srl 

SSAB EMEA AB 

Steel Authority of India, Ltd. 

Steelcom S.A.M. 

Tata Steel Global Procurement Co. Pte., Ltd. 

United States Steel 

Usinas Siderurgicas de Minas Gerais S.A. 

Virginia Electric & Power Company 

Vitol, Inc. 

Westar Energy, Inc. 

Xcoal Energy & Resources 

Parties to Material Litigation with the Debtors

Brian Goe 

California State Teachers' Retirement System 

Effective Exploration LLC 

Harman Development Corporation 

Harman Mining Corporation 

Helene Hutt 

Hugh M. Caperton 

International Union of Operating Engineers Pension 

 Fund of Eastern Pennsylvania and Delaware 

Louisiana Municipal Public Employees' Retirement 

 System 

New Jersey Building Laborers Pension Fund 

Richard Silverman 

Sandy Taylor 

Sean Ferrell 

Sovereign Coal Sales, Inc. 

Insurers, Insurance Brokers 

and Third-Party Administrators

ACE American Insurance Company 

ACE Bermuda 

AIG Specialty Insurance Company 

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Allied World Assurance Company, Ltd. 

American Guarantee & Liability (Zurich) 

American Longshore Mutual Association, Ltd. 

Apollo Liability Consortium 

Arch Insurance Company 

Argonaut Insurance Company 

Ariel Re 

Aspen Specialty Insurance Company 

AXIS Insurance 

Beazley Insurance Company 

Berkley 

BrickStreet Mutual Insurance Company 

Chartis Specialty Insurance Company 

Commerce and Industry Insurance Company 

Continental Casualty Company 

Endurance American Insurance Company 

Everest National Insurance Company 

Federal Insurance Company 

Freedom Specialty Insurance Company 

Gard Assuranceforeningen 

Global Aerospace 

Hartford Casualty Insurance Company 

Inter Hannover 

Ironshore Specialty Insurance Company 

Lexington Insurance Company (US) 

Liberty Mutual Insurance Europe, Ltd. 

Lloyd's London Syndicate 

Markel Bermuda 

Munich Re 

National Union Fire Insurance Company 

 of Pittsburgh 

Navigators Insurance Company 

RSUI 

Starr Indemnity & Liability Company 

SummitPoint Insurance Company 

Swiss Re International SE 

Travelers Property Casualty Company of America 

Twin City Fire Insurance Company 

Westchester Fire Insurance Company 

XL Insurance Company SE 

XL Specialty Insurance Company 

Zurich American Insurance Company 

Material Sureties

ACE INA Group 

Arch Capital Group 

Argo Group 

Aspen US Insurance Group 

Chubb Group of Insurance Companies 

CNA Insurance Group 

Gray Hawk Insurance Company 

Indemnity National Insurance Company 

Lexon Insurance Company 

Liberty Mutual Insurance Companies 

Lyndon Property Insurance Company 

OneBeacon Insurance Company 

RLI Group 

Safeco Insurance Companies 

Travelers Insurance Group 

Zurich Insurance Group 

Significant Utility Providers

AT&T 

AT&T Mobility 

American Electric Power 

Appalachian Power Company 

Bristol Virginia Utilities (BVU) 

Black Hills Energy 

CenturyLink 

Cumberland Valley Electric 

First Energy Solutions 

Frontier 

Kentucky Power Company 

Kentucky Utilities Company 

Matheson TRIGAS, Inc. 

Mon Power 

Mountaineer Gas Company 

Nicholas Sanitation, Inc. 

Old Dominion Power Company 

Penelec 

Powder River Energy Corporation 

REA Energy 

Southwestern Pennsylvania Water Authority 

Verizon 

Verizon Business 

Verizon Wireless 

West Penn Power 

Windstream 

Major Competitors

Alliance Resource Partners, L.P./Alliance Coal LLC 

Anglo American Plc 

ArcelorMittal Princeton 

Arch Coal, Inc. 

BHP Billiton 

Blackhawk Mining LLC 

Cloud Peak Energy, Inc. 

CONSOL Energy, Inc. 

Coronado Coal LLC 

Drummond Company, Inc. 

Glencore Plc 

Integrity Coal Sales, Inc. 

Kiewit Mining Group, Inc. 

Marshall Resources, Inc. 

Murray Energy Corporation 

Oxford Resources GP LLC 

Patriot Coal Corporation 

Peabody Energy, Inc. 

Revelation Energy LLC 

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Rhino Resource Partners, L.P. 

Rosebud Mining Company 

Teck Resources, Ltd. 

TECO Coal 

United Coal Company (Metinvest) 

Walter Energy, Inc. 

Xcoal Energy & Resources 

Attorneys for the United States Trustee's 

Office for the Eastern District of Virginia

Jack I. Frankel 

Joseph A. Guzinski 

Bradley D. Jones 

Shannon F. Pecoraro 

Judy Robbins 

Robert B. Van Arsdale 

Cecelia A. Weschler 

Kenneth N. Whitehurst, III 

Bankruptcy Judges for the 

Eastern District of Virginia

Hon. Kevin R. Huennekens 

Hon. Brian F. Kenney 

Hon. Robert G. Mayer 

Hon. Keith L. Phillips 

Hon. Frank J. Santoro 

Hon. Stephen C. St. John 

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EXHIBIT C

Proposed Order 

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JONES DAY 

North Point 

901 Lakeside Avenue 

Cleveland, Ohio 44114 

Telephone: (216) 586-3939 

Facsimile: (216) 579-0212 

David G. Heiman (admitted pro hac vice) 

Carl E. Black (admitted pro hac vice) 

Thomas A. Wilson (admitted pro hac vice) 

Proposed Attorneys for Debtors 

and Debtors in Possession 

HUNTON & WILLIAMS LLP 

Riverfront Plaza, East Tower 

951 East Byrd Street 

Richmond, Virginia 23219 

Telephone: (804) 788-8200 

Facsimile: (804) 788-8218 

Tyler P. Brown (VSB No. 28072) 

J.R. Smith (VSB No. 41913) 

Henry P. (Toby) Long, III (VSB No. 75134) 

Justin F. Paget (VSB No. 77949) 

IN THE UNITED STATES BANKRUPTCY COURT 

FOR THE EASTERN DISTRICT OF VIRGINIA 

RICHMOND DIVISION 

In re: 

Alpha Natural Resources, Inc., et al., 

 Debtors. 

Chapter 11 

Case No. 15-33896 (KRH) 

(Jointly Administered) 

ORDER, PURSUANT TO SECTIONS 327(a), 328(a) 

AND 1107(b) OF THE BANKRUPTCY CODE, BANKRUPTCY 

RULE 2014(a) AND LOCAL BANKRUPTCY RULE 2014-1, AUTHORIZING 

THE DEBTORS TO RETAIN AND EMPLOY MCKINSEY RECOVERY & 

TRANSFORMATION SERVICES U.S., LLC AS TURNAROUND 

ADVISOR FOR THE DEBTORS, EFFECTIVE AS OF THE PETITION DATE

This matter coming before the Court on the Application of the Debtors, Pursuant 

to Sections 327(a), 328(a) and 1107(b) of the Bankruptcy Code, Bankruptcy Rule 2014(a) and 

Local Bankruptcy Rule 2014-1, for an Order Authorizing Them to Retain and Employ McKinsey 

Recovery & Transformation Services U.S., LLC as Turnaround Advisor for the Debtors, 

Effective as of the Petition Date (the "Application"),1

 filed by the debtors and debtors in 

 

1

 Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Application. 

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possession in the above-captioned cases (collectively, the "Debtors"); the Court having reviewed 

the Application and the terms set forth in the Engagement Letter attached to the Application as 

Exhibit A; the Court having reviewed the Carmody Declaration; the Court having considered the 

statements of counsel with respect to the Application at a hearing before the Court 

(the "Hearing"); the Court having found that (a) the Court has jurisdiction over this matter 

pursuant to 28 U.S.C. §§ 157 and 1334, (b) this is a core proceeding pursuant to 

28 U.S.C. § 157(b), (c) notice of the Application and the Hearing was sufficient under the 

circumstances, (d) McKinsey Recovery & Transformation Services U.S., LLC 

("McKinsey RTS") is a "disinterested person" as such term is defined under section 101(14) of 

the Bankruptcy Code, (e) the terms and conditions of McKinsey RTS's employment, including 

the professional compensation and indemnification provisions set forth in the Engagement Letter, 

are reasonable as required by section 328(a) of the Bankruptcy Code and (f) the retention of 

McKinsey RTS by the Debtors is in the best interests of the Debtors, their estates, their creditors 

and other parties in interest; and the Court having determined that the legal and factual bases set 

forth in the Application, the Carmody Declaration and at the Hearing establish just cause for the 

relief granted herein; 

IT IS HEREBY ORDERED THAT: 

1. The Application is GRANTED as set forth herein. 

2. Pursuant to sections 327(a), 328(a) and 1107(b) of the Bankruptcy Code, 

Bankruptcy Rule 2014(a) and Local Bankruptcy Rule 2014-1, the Debtors are authorized to 

employ and retain McKinsey RTS as turnaround advisor to the Debtors, effective as of the 

Petition Date, on the terms set forth in the Engagement Letter attached to the Application as 

Exhibit A, subject to the terms of this Order. 

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3. The terms of the Engagement Letter, including, without limitation, the 

services to be provided by McKinsey RTS, the compensation provisions addressing the terms and 

timing of payments and the Indemnification Provisions as modified herein, are reasonable terms 

and conditions of employment and are hereby approved. 

4. McKinsey RTS shall file fee applications for interim (if necessary) and 

final allowance of compensation and reimbursement of reasonable and necessary expenses 

pursuant to the procedures set forth in sections 330 and 331 of the Bankruptcy Code, and the 

applicable provisions of the Bankruptcy Rules, the Local Bankruptcy Rules, any fee and expense 

guidelines of this Court and such other procedures as may be fixed by order of the Court. With 

any interim or final fee applications, McKinsey RTS shall submit together with time records 

billed in half-hour increments, a narrative summary, by project category, of services rendered 

and shall identify each professional rendering services, the category of services rendered and the 

amount of compensation requested. 

5. McKinsey RTS's applications for compensation and expenses will be paid 

by the Debtors pursuant to the terms of the Engagement Letter, the RTS Reimbursement Policy 

and any procedures established by the Court, pursuant to an interim compensation order or 

otherwise. 

6. The Retainer shall remain in place until work under the Engagement 

Letter is concluded, or the Engagement Letter is amended in writing. All Retainer balances shall 

be credited against any outstanding amounts due upon termination of the engagement, with the 

remainder to be returned to the Debtors upon satisfaction of all payment obligations due under 

the Engagement Letter. 

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7. The indemnification, contribution and reimbursement provisions set forth 

in the Engagement Letter (the "Indemnification Provisions") are approved; provided, however, 

that notwithstanding anything to the contrary in the Indemnification Provisions, the 

Indemnification Provisions are hereby modified as follows: 

(a) All requests by McKinsey RTS on behalf of an Indemnified Party 

for payment of indemnity pursuant to the Indemnification 

Provisions shall be made by means of an interim or final 

application, as applicable, and shall be subject to review by the 

Court to ensure that payment of such indemnity conforms to the 

terms of the Indemnification Provisions and is reasonable based 

upon the circumstances of the litigation and settlement in respect 

of which indemnity is sought; provided, however, that in no event 

shall McKinsey RTS be indemnified in the case of its own bad 

faith, self-dealing, breach of fiduciary duty, gross negligence or 

willful misconduct. 

(b) In the event that McKinsey RTS on behalf of an Indemnified Party 

seeks reimbursement from the Debtors for reasonable attorneys' 

fees and expenses in connection with a request by McKinsey RTS 

for payment of indemnity pursuant to the Indemnification 

Provisions, as modified by this Order, the invoices and supporting 

time records from such attorneys shall be included in McKinsey 

RTS's own interim and/or final application(s), as applicable, and 

such invoices and time records shall be subject to the approval of 

the Court. 

8. McKinsey RTS shall, in conjunction with the Debtors, use reasonable 

efforts to ensure that the professional services it provides will not be duplicative of those services 

provided by the other professionals retained by the Debtors. 

9. To the extent that the Application and/or the Engagement Letter is 

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

10. The relief granted herein shall be binding upon any chapter 11 trustee 

appointed in the chapter 11 cases, or upon any chapter 7 trustee appointed in the event of a 

subsequent conversion of the chapter 11 cases to cases under chapter 7. 

11. This Order shall be immediately effective and enforceable upon its entry. 

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12. The requirement under Local Bankruptcy Rule 9013-1(G) to file a 

memorandum of law in connection with the Application is hereby waived to the extent necessary. 

13. The Debtors are authorized and empowered to take all actions necessary to 

implement the relief granted in this Order. 

14. This Court shall retain exclusive jurisdiction over any and all matters 

arising from or related to the implementation or interpretation of this Order. 

Dated: ______________, 2015 

Richmond, Virginia 

______________________________________ 

UNITED STATES BANKRUPTCY JUDGE 

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WE ASK FOR THIS: 

Respectfully submitted, 

 /s/ Henry P. (Toby) Long, III 

Tyler P. Brown (VSB No. 28072) 

J.R. Smith (VSB No. 41913) 

Henry P. (Toby) Long, III (VSB No. 75134) 

Justin F. Paget (VSB No. 77949) 

HUNTON & WILLIAMS LLP 

Riverfront Plaza, East Tower 

951 East Byrd Street 

Richmond, Virginia 23219 

Telephone: (804) 788-8200 

Facsimile: (804) 788-8218 

and 

David G. Heiman (admitted pro hac vice) 

Carl E. Black (admitted pro hac vice) 

Thomas A. Wilson (admitted pro hac vice) 

JONES DAY 

North Point 

901 Lakeside Avenue 

Cleveland, Ohio 44114 

Telephone: (216) 586-3939 

Facsimile: (216) 579-0212 

Proposed Counsel to the Debtors 

and Debtors in Possession 

CERTIFICATION OF ENDORSEMENT 

UNDER LOCAL BANKRUPTCY RULE 9022-1(C)

 Pursuant to Local Bankruptcy Rule 9022-1(C), I hereby certify that the foregoing proposed 

order has been endorsed by or served upon all necessary parties. 

 /s/ Henry P. (Toby) Long, III 

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