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 AUTHORIZING THE RETENTION 

AND COMPENSATION OF PROFESSIONALS UTILIZED 

BY THE DEBTORS IN THE ORDINARY COURSE OF BUSINESS

This matter coming before the Court on the Motion of the Debtors for an Order 

Authorizing the Retention and Compensation of Professionals Utilized by the Debtors in the 

Ordinary Course of Business (the "Motion"),1

 filed by the debtors and debtors in possession in 

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

and having considered the statements of counsel with respect to the Motion at a hearing before 

the Court (the "Hearing"); the Court finding 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. 

 

1

 Capitalized terms not otherwise defined herein shall have the meanings given to them in the Motion. 

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§ 157(b)(2), (c) notice of the Motion and the Hearing was sufficient under the circumstances, 

(d) the Ordinary Course Professionals are not "professionals" within the meaning of 

section 327(a) of the Bankruptcy Code and (e) the OCP Payment Procedures provide all parties 

with sufficient notice and opportunity to object to all OCP Declarations and Monthly Statements 

(as such terms are defined herein); and the Court having determined that the legal and factual 

bases set forth in the Motion and at the Hearing establish just cause for the relief granted herein; 

IT IS HEREBY ORDERED THAT: 

1. The Motion is GRANTED as set forth herein. 

2. Pursuant to sections 105(a), 327 and 330 of the Bankruptcy Code, and 

Bankruptcy Rule 2014(a), the Debtors are authorized to retain, employ and pay the Ordinary 

Course Professionals in the ordinary course of their business, effective as of the applicable 

Retention Date, on the terms set forth herein. 

3. The Debtors are hereby permitted to pay each Ordinary Course 

Professional, including those identified on the OCP List attached to the Motion as Exhibit A, 

without prior application to the Court, subject to the following OCP Payment Procedures: 

(a) Each Ordinary Course Professional shall provide the Debtors with 

a declaration (an "OCP Declaration") substantially in the form 

attached to the Motion as Exhibit B, at the following addresses: 

(i) Alpha Natural Resources, Inc., One Alpha Place, 

P.O. Box 16429, Bristol, Virginia 24209 (Attn: Richard H. 

Verheij, Esq., General Counsel); (ii) Jones Day, North Point, 

901 Lakeside Avenue, Cleveland, Ohio 44114 (Attn: Carl E. 

Black, Esq. and Thomas A. Wilson, Esq.); and (iii) Hunton & 

Williams LLP, Riverfront Plaza, East Tower, 951 East Byrd Street, 

Richmond, Virginia 23219 (Attn: Tyler P. Brown, Esq. and 

Henry P. (Toby) Long, III, Esq.). 

(b) Each OCP Declaration shall certify that the relevant Ordinary 

Course Professional does not represent or hold an interest adverse 

to the Debtors or their estates with respect to the matter on which 

the professional is to be employed. Each such Ordinary Course 

Professional shall periodically update its OCP Declaration to the 

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extent necessary to reflect new facts or circumstances relevant to 

its retention. 

(c) Counsel to the Debtors shall promptly file any OCP Declaration 

received with the Court and serve such declaration on (i) counsel 

for any Committee appointed in these cases; and (ii) the 

U.S. Trustee, 701 East Broad Street, Suite 4304, Richmond, 

Virginia 23219 (Attn: Robert B. Van Arsdale, Esq. and 

Hugh M. Bernstein, Esq.) (each, a "Notice Party" and, collectively 

with the Debtors, the "Notice Parties"). 

(d) The Notice Parties shall have 14 days after the filing and service of 

an OCP Declaration to object to the retention, employment or 

payment of the Ordinary Course Professional filing such 

declaration on the terms, and pursuant to the procedures, described 

herein (the "Objection Deadline"). Any objecting party shall serve 

its objection upon the Notice Parties and the relevant Ordinary 

Course Professional on or before the Objection Deadline. If an 

objection cannot be resolved within 10 days after the Objection 

Deadline, then the retention, employment or payment of the 

Ordinary Course Professional that is the subject of the objection 

shall be scheduled for hearing by the Debtors at the next regularly 

scheduled omnibus hearing date that is no less than 20 days from 

that date or on a date otherwise agreed to by the parties. 

The Debtors shall not be authorized to retain, employ or pay such 

Ordinary Course Professional until all outstanding objections have 

been withdrawn, resolved or overruled by order of the Court. 

(e) If no objection is received from any of the Notice Parties by the 

Objection Deadline with respect to an Ordinary Course 

Professional, the Debtors shall be authorized to retain, employ and 

pay that Ordinary Course Professional in accordance with the OCP 

Payment Procedures effective as of the Retention Date. 

(f) The Debtors may pay 100% of the fees and disbursements incurred 

by an Ordinary Course Professional upon the submission to, and 

approval by, the Debtors of an appropriate monthly invoice setting 

forth in reasonable detail the nature of the services rendered and 

disbursements actually incurred during the month; provided, 

however, that all payments to Ordinary Course Professionals shall 

be subject to the OCP Fee Limits. 

(g) To the extent that the fees sought by any Ordinary Course 

Professional for a month exceed the monthly OCP Fee Limit of 

$75,000, then such Ordinary Course Professional shall, on or 

before the 20th day of the month following the month for which 

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such fees are sought, serve a "Monthly Statement" on the Notice 

Parties for the full amount of fees sought in such month. 

(h) If any Notice Party has an objection to the fees sought in a 

particular Monthly Statement, such party shall, no later than the 

15th day following the service of such Monthly Statement 

(the "Monthly Statement Objection Deadline"), serve upon the 

relevant Ordinary Course Professional and the other Notice Parties 

a written objection setting forth the nature of the objection. 

(i) If the Debtors do not receive an objection to a given Monthly 

Statement on or prior to the Monthly Statement Objection 

Deadline, the Debtors shall promptly pay all fees identified therein. 

(j) If the Debtors receive a timely objection to a Monthly Statement, 

the Debtors shall withhold payment of that portion of the Monthly 

Statement to which the Objection is directed (the "Withheld Fees") 

and promptly pay the remainder of the fees sought unless the Court, 

upon notice and a hearing, directs payment to be made. 

(k) If (i) the parties to an objection are able to resolve their dispute and 

(ii) the relevant Ordinary Course Professional serves upon the 

Notice Parties a statement describing such resolution, then the 

Debtors shall promptly pay the Withheld Fees to such Ordinary 

Course Professional. 

(l) If an Ordinary Course Professional seeks payment of fees in excess 

of the aggregate OCP Fee Limit of $775,000, such Ordinary 

Course Professional shall, unless the U.S. Trustee agrees, or the 

Court orders, otherwise, file a fee application with the Court for 

any such excess amount in accordance with sections 330 and 331 

of the Bankruptcy Code, the Federal Rules of Bankruptcy 

Procedure, the Local Bankruptcy Rules of the United States 

Bankruptcy Court for the Eastern District of Virginia, the fee 

guidelines promulgated by the U.S. Trustee and any and all orders 

of the Court. 

(m) If the aggregate fees incurred by an Ordinary Course Professional 

during the pendency of these cases would exceed the aggregate 

OCP Fee Limit of $775,000 if the professional's most recent 

request were to be paid, then such Ordinary Course Professional 

shall file an application with the Court to be retained in accordance 

with section 327 of the Bankruptcy Code and Bankruptcy 

Rule 2014(a). 

(n) At three-month intervals during the pendency of these chapter 11 

cases (each such interval, a "Quarter"), beginning with the Quarter 

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ending October 31, 2015, the Debtors shall file with the Court and 

serve on the Notice Parties, no later than 40 days after the end of 

such Quarter, a statement including the following information for 

each Ordinary Course Professional: (i) the name of the Ordinary 

Course Professional, (ii) the aggregate amounts of fees and 

expenses incurred by such Ordinary Course Professional during the 

reported Quarter and (iii) all postpetition payments made to the 

Ordinary Course Professional through the end of the reported 

Quarter. 

(o) The Debtors reserve the right to retain additional Ordinary Course 

Professionals from time to time during these chapter 11 cases by 

having such Ordinary Course Professional comply with these 

procedures. 

4. Notwithstanding any of the foregoing, the Debtors shall separately retain 

any Ordinary Course Professional that becomes materially involved in the administration of 

these cases, pursuant to section 327 of the Bankruptcy Code. 

5. The entry of this Order is without prejudice to the Debtors' right to request 

modification of the OCP Fee Limits. 

6. For the avoidance of doubt, nothing herein shall modify, alter or otherwise 

affect the rights or remedies of the agent or the lenders under the Debtors' postpetition debtor in 

possession financing facility or be deemed to authorize the Debtors to violate any terms of such 

financing facility. 

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

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

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

implement the relief granted in this Order. 

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9. 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 

Sep 3 2015 /s/ Kevin R. Huennekens

Entered on Docket:9/3/15

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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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