Dennis F. Dunne, Esq. (pro hac vice pending) Michael A. Condyles, Esq. (VA 27807)

Evan R. Fleck, Esq. (pro hac vice pending) Peter J. Barrett, Esq. (VA 46179)

Michael W. Price, Esq. (pro hac vice pending)

MILBANK, TWEED, HADLEY & MCCLOY LLP

Jeremy S. Williams, Esq. (VA 77469)

Brian H. Richardson, Esq. (VA 92477)

28 Liberty Street KUTAK ROCK LLP

New York, New York 10005 901 East Byrd Street, Suite 1000

Telephone: (212) 530-5000 Richmond, Virginia 23219-4071

Facsimile: (212) 530-5219 Telephone: (804) 644-1700

Facsimile: (804) 783-6192

Proposed Co-Counsel for Debtors in Possession

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE EASTERN DISTRICT OF VIRGINIA

RICHMOND DIVISION

)

In re: ) Chapter 11

)

GYMBOREE GROUP, INC., ) Case No. 19-30258 (KLP)

)

Debtor. )

)

Tax I.D. No. 82-2776587 )

)

In re: ) Chapter 11

)

GYMBOREE INTERMEDIATE 

CORPORATION,

)

) Case No. 19-30252 (KLP)

)

Debtor. )

)

Tax I.D. No. 82-2821473 )

)

In re: ) Chapter 11

)

GYMBOREE WHOLESALE, INC., ) Case No. 19-30253 (KLP)

)

Debtor. )

)

Tax I.D. No. 27-3336588 )

)

In re: ) Chapter 11

)

GYM-MARK, INC., ) Case No. 19-30254 (KLP)

)

Debtor. )

)

Tax I.D. No. 94-3206459 )

Case 19-30258-KLP Doc 3 Filed 01/17/19 Entered 01/17/19 03:15:29 Desc Main

 Document Page 1 of 16
2

)

In re: ) Chapter 11

)

GYMBOREE OPERATIONS, INC., ) Case No. 19-30255 (KLP)

)

Debtor. )

)

Tax I.D. No. 94-3206463 )

)

In re: ) Chapter 11

)

GYMBOREE DISTRIBUTION, INC., ) Case No. 19-30250 (KLP)

)

Debtor. )

)

Tax I.D. No. 82-2848669 )

)

In re: ) Chapter 11

)

GYMBOREE MANUFACTURING, INC., ) Case No. 19-30256 (KLP)

)

Debtor. )

)

Tax I.D. No. 94-3206464 )

)

In re: ) Chapter 11

)

GYMBOREE RETAIL STORES, LLC, ) Case No. 19-30249 (KLP)

)

Debtor. )

)

Tax I.D. No. 94-3206461 )

)

In re: ) Chapter 11

)

GYM-CARD, LLC, ) Case No. 19-30248 (KLP)

)

Debtor. )

)

Tax I.D. No. 26-3845720 )

)

In re: ) Chapter 11

)

GYMBOREE HOLDING CORPORATION, ) Case No. 19-30257 (KLP)

)

Debtor. )

)

Tax I.D. No. 82-2790315 )

Case 19-30258-KLP Doc 3 Filed 01/17/19 Entered 01/17/19 03:15:29 Desc Main

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3

)

In re: ) Chapter 11

)

GYMBOREE ISLAND, LLC, ) Case No. 19-30251 (KLP)

)

Debtor. )

)

Tax I.D. No. 66-0701215 )

DEBTORS’ MOTION FOR ENTRY OF AN

ORDER (I) DIRECTING JOINT ADMINISTRATION OF

CHAPTER 11 CASES AND (II) GRANTING RELATED RELIEF

The above-captioned debtors in possession (the “Debtors”) respectfully state as follows in 

support of this motion (this “Motion”):

Background

1. The Debtors are specialty retailers, operating stores selling high-quality clothing 

and accessories for children. The Debtors’ family of brands consists of Gymboree®, Janie and 

Jack®, and Crazy 8®. The Debtors currently operate over 900 retail stores, each dedicated to one 

of their brands, in the United States and Canada, with online stores for each brand and franchises 

around the world. 

2. On the date hereof (the “Petition Date”), the Debtors commenced these cases by 

filing voluntary petitions for relief under chapter 11 of title 11 of the United States Code, 11 U.S.C. 

§§ 101–1532 (as amended, the “Bankruptcy Code”). 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.

3. The Debtors have requested that their cases be consolidated for procedural purposes 

only and administered jointly. No request for the appointment of a trustee or examiner has been 

made and an official committee of unsecured creditors is yet to be appointed. 

4. A comprehensive description of the Debtors’ business and operations, capital 

structure and the events leading to the commencement of these cases can be found in the 

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4

Declaration of Stephen Coulombe, Chief Restructuring Officer of Gymboree Group, Inc., in 

Support of Chapter 11 Petitions and First Day Motions (the “First Day Declaration”), filed 

contemporaneously herewith and which is incorporated herein by reference.1

Jurisdiction, Venue, and Procedural Background

5. This Court has jurisdiction over this matter pursuant to 28 U.S.C. §§ 157 and 1334 

and the Standing Order of Reference from the United States District Court for the Eastern District 

of Virginia, dated July 10, 1984. Venue is proper pursuant to 28 U.S.C. §§ 1408 and 1409.

6. The bases for the relief requested herein are section 105(a) of the Bankruptcy Code, 

rule 1015(b) of the Federal Rules of Bankruptcy Procedure (as amended, the “Bankruptcy Rules”), 

and rules 1015-1 and 9013-1 of the Local Bankruptcy Rules of the United States Bankruptcy Court 

for the Eastern District of Virginia (as amended, the “Local Bankruptcy Rules”).

7. The Debtors consent to the entry of a final order by this Court in connection with 

this Motion to the extent that it is later determined that this Court, absent consent of the parties, 

cannot enter final orders or judgments in connection herewith consistent with Article III of the 

United States Constitution.

Relief Requested

8. By this Motion, the Debtors seek entry of an order, substantially in the form 

attached hereto as Exhibit A: (a) directing the joint administration of these cases for procedural 

purposes only; and (b) granting certain related relief described herein. The Debtors request that 

one file and one docket be maintained for all of the above-captioned cases under the case of 

 

1 On June 12, 2017, the Debtors’ predecessors in interest commenced chapter 11 cases (the “Prior Cases”) 

before this Court, which were jointly administered under the caption In re The Gymboree Corp., No. 17-

32986 (KLP). A plan of reorganization was confirmed in the Prior Cases on September 7, 2017, and such 

plan went effective on September 29, 2017. On January 19, 2018, all of the Prior Cases, other than the case 

of The Gymboree Corp., were closed.

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5

Gymboree Group, Inc. and that such cases be jointly administered under a consolidated caption, 

as follows:

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE EASTERN DISTRICT OF VIRGINIA

RICHMOND DIVISION

)

In re: ) Chapter 11

)

GYMBOREE GROUP, INC., et al.,

2

) Case No. 19-30258 (KLP)

)

Debtors. ) Jointly Administered

)

9. The Debtors further request that this Court order that the foregoing caption satisfies 

the requirements set forth in section 342(c)(1) of the Bankruptcy Code.

10. The Debtors also request that a docket entry, substantially similar to the following, 

be entered on the docket of each case of a Debtor other than Gymboree Group, Inc. to reflect the 

joint administration of these cases:

An order has been entered in accordance with Rule 1015(b) of the 

Federal Rules of Bankruptcy Procedure and Rule 1015-1 of the 

Local Bankruptcy Rules for the United States Bankruptcy Court for 

the Eastern District of Virginia directing joint administration for 

procedural purposes only of the chapter 11 cases of: Gymboree 

Group, Inc. (6587); Gymboree Intermediate Corporation (1473); 

Gymboree Holding Corporation (0315); Gymboree Wholesale, Inc. 

(6588); Gym-Mark, Inc. (6459); Gymboree Operations, Inc. (6463); 

Gymboree Distribution, Inc. (8669); Gymboree Manufacturing, Inc. 

(6464); Gymboree Retail Stores, LLC (6461); Gym-Card, LLC 

(5720); and Gymboree Island, LLC (1215). The docket in Case No. 

19-30258 (KLP) should be consulted for all matters affecting this 

case.

 

2 The Debtors in these cases, along with the last four digits of each Debtor’s federal tax identification number, 

are: Gymboree Group, Inc. (6587); Gymboree Intermediate Corporation (1473); Gymboree Holding 

Corporation (0315); Gymboree Wholesale, Inc. (6588); Gym-Mark, Inc. (6459); Gymboree Operations, Inc. 

(6463); Gymboree Distribution, Inc. (8669); Gymboree Manufacturing, Inc. (6464); Gymboree Retail Stores, 

LLC (6461); Gym-Card, LLC (5720); and Gymboree Island, LLC (1215). The Debtors’ service address is 

71 Stevenson Street, Suite 2200, San Francisco, California 94105.

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6

11. Additionally, the Debtors seek authority to file the monthly operating reports 

required by the Operating Guidelines and Reporting Requirements of the United States Trustee 

for Chapter 11 Debtors in Possession and Chapter 11 Trustees, issued by the Office of the United 

States Trustee for the Eastern District of Virginia (the “U.S. Trustee”), on a consolidated basis, 

provided that each such report shall set forth disbursements on a debtor-by-debtor basis.

12. By this Motion, the Debtors do not seek (a) joint administration of the cases of any 

Debtors with the Prior Cases or (b) any of the relief requested herein to apply in the Prior Cases.

Basis for Relief

13. Section 105(a) of the Bankruptcy Code authorizes this Court to issue “any order, 

process, or judgment that is necessary or appropriate to carry out the provisions of this title.”

11 U.S.C. § 105(a). Bankruptcy Rule 1015(b) provides, in pertinent part, that “[i]f . . . two or more 

petitions are pending in the same court by or against . . . a debtor and an affiliate, the court may 

order a joint administration of the estates.” Fed. R. Bankr. P. 1015(b). The eleven Debtors in 

these cases are “affiliates” as that term is defined in section 101(2) of the Bankruptcy Code.

14. Further, Local Bankruptcy Rule 1015-1 provides additional authority for this Court 

to order the joint administration of these cases, stating as follows:

In all joint petitions filed with the Court, the case will be 

administered through joint administration of the estates unless the 

trustee or other interested party files an objection to joint 

administration within 14 days after the meeting of creditors and 

gives notice of a hearing date on such objection.

Local Bankr. R. 1015-1. Accordingly, the Bankruptcy Code and Bankruptcy Rules authorize 

this Court to grant the relief requested herein.

15. Given the integrated nature of the Debtors’ operations, the joint administration of 

these cases will provide significant administrative convenience. Many of the filings, hearings, and 

orders in these cases will affect each Debtor. Joint administration of these cases will decrease fees 

Case 19-30258-KLP Doc 3 Filed 01/17/19 Entered 01/17/19 03:15:29 Desc Main

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7

and costs by avoiding duplicative filings that would be required absent such relief. It will also 

allow parties in interest to monitor these cases with greater ease and efficiency.

16. Joint administration of these cases will not harm or otherwise adversely affect the 

Debtors’ respective constituencies because this Motion seeks only administrative, and not 

substantive, consolidation of the Debtors’ estates. Instead, parties in interest will benefit from the 

cost reductions associated with joint administration. Accordingly, the Debtors submit that the joint 

administration of these cases is in the best interests of their estates, their creditors, and other parties

in interest.

17. Joint administration is generally non-controversial, and courts have routinely 

granted the joint administration of cases with multiple related debtors. See, e.g., In re Toys “R” 

Us, Inc., No. 17-34665 (KLP), [Docket No. 78] (Bankr. E.D. Va. Sept. 19, 2017); In re Penn Va.

Corp., No. 16-32395 (KLP), [Docket No. 67] (Bankr. E.D. Va. May 13, 2016); In re Eidos, LLC, 

No. 16-10385 (BFK), [Docket No. 71] (Bankr. E.D. Va. Mar. 2, 2016); In re Alpha Natural Res., 

Inc., No. 15-33896 (KRH), [Docket No. 129] (Bankr. E.D. Va. Aug. 5, 2015); In re Patriot Coal 

Corp., No. 15-32450 (KLP), [Docket No. 48] (Bankr. E.D. Va. May 13, 2015); In re James River 

Coal Co., No. 14-31848 (KRH), [Docket No. 91] (Bankr. E.D. Va. Apr. 10, 2014); In re AMF 

Bowling Worldwide, Inc., No. 12-36495 (KRH), [Docket No. 55] (Bankr. E.D. Va. Nov. 14, 2012); 

In re Workflow Mgmt., Inc., No. 10-74617 (SCS), [Docket No. 48] (Bankr. E.D. Va. Oct. 1, 2010). 

18. In addition, similar relief was requested and granted by this Court in the Prior 

Cases. In re The Gymboree Corp., No. 17-32986 (KLP), [Docket No. 69] (Bankr. E.D. Va. June 

12, 2017).

Waiver of Memorandum of Points and Authorities

19. The Debtors respectfully request that this Court treat this Motion as a written 

memorandum of points and authorities or waive any requirement that this Motion be accompanied 

Case 19-30258-KLP Doc 3 Filed 01/17/19 Entered 01/17/19 03:15:29 Desc Main

 Document Page 7 of 16
8

by a written memorandum of points and authorities as described in Local Bankruptcy Rule 9013-

1(G).

Notice

20. The Debtors have provided notice of this Motion to: (a) the Office of the United 

States Trustee for the Eastern District of Virginia; (b) the Debtors’ fifty (50) largest unsecured 

creditors on a consolidated basis; (c) counsel to the Debtors’ proposed postpetition secured lenders, 

King & Spalding LLP, Attn: Austin W. Jowers, Esq., and Christopher G. Boies, Esq., 1185 Avenue 

of the Americas, New York, NY 10036; (d) co-counsel to the Debtors’ proposed postpetition 

secured lenders, McGuireWoods LLP, Attn: Dion W. Hayes, Esq., Douglas M. Foley, Esq., and 

Sarah B. Boehm, Esq., 800 East Canal Street, Richmond, VA 23219; (e) co-counsel to Bank of 

America, N.A. as administrative agent under the ABL Credit Agreement, Morgan, Lewis & 

Bockius LLP, One Federal St., Boston, MA 02110-1726, Attn: Julia Frost-Davies, Esq. and 

Amelia C. Joiner, Esq. and co-counsel Hunton Andrews Kurth LLP, 951 East Byrd Street, 

Richmond, VA 23219, Attn: Tyler P. Brown, Esq. and Justin F. Paget, Esq.; (f) counsel to Goldman 

Sachs Specialty Lending Group, L.P. as administrative and collateral agent under the Term Loan 

Credit Agreement; (g) any banking or financial institution that holds the Debtors’ accounts; (h) the 

Internal Revenue Service; (i) the office of the attorneys general for the states in which the Debtors 

operate; (j) the National Association of Attorneys General; and (k) all other parties entitled to 

notice pursuant to Bankruptcy Rule 2002. The Debtors submit that, in light of the nature of the 

relief requested, no other or further notice need be given.

No Prior Request

21. No prior request for the relief sought in this Motion has been made to this or any 

other court.

Case 19-30258-KLP Doc 3 Filed 01/17/19 Entered 01/17/19 03:15:29 Desc Main

 Document Page 8 of 16
WHEREFORE, the Debtors respectfully request that this Court enter an order granting the 

relief requested herein and such other relief as this Court deems appropriate under the 

circumstances.

Dated: January 17, 2019 /s/ Michael A. Condyles

Richmond, Virginia Michael A. Condyles, Esq. (VA 27807)

Peter J. Barrett, Esq. (VA 46179)

Jeremy S. Williams, Esq. (VA 77469)

Brian H. Richardson, Esq. (VA 92477)

KUTAK ROCK LLP

901 East Byrd Street, Suite 1000

Richmond, Virginia 23219-4071

Telephone: (804) 644-1700

Facsimile: (804) 783-6192

Email: Michael.Condyles@KutakRock.com

Peter.Barrett@KutakRock.com

Jeremy.Williams@KutakRock.com

 Brian.Richardson@KutakRock.com

-andDennis F. Dunne, Esq. (pro hac vice pending)

Evan R. Fleck, Esq. (pro hac vice pending)

Michael W. Price, Esq. (pro hac vice pending)

MILBANK, TWEED, HADLEY & MCCLOY LLP

28 Liberty Street

New York, New York 10005

Telephone: (212) 530-5000

Facsimile: (212) 530-5219

Email: ddunne@milbank.com

efleck@milbank.com

mprice@milbank.com

Proposed Co-Counsel for Debtors in Possession

Case 19-30258-KLP Doc 3 Filed 01/17/19 Entered 01/17/19 03:15:29 Desc Main

 Document Page 9 of 16
Exhibit A

Proposed Order

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 Document Page 10 of 16
IN THE UNITED STATES BANKRUPTCY COURT

FOR THE EASTERN DISTRICT OF VIRGINIA

RICHMOND DIVISION

)

In re: ) Chapter 11

)

GYMBOREE GROUP, INC., ) Case No. 19-30258 (KLP)

)

Debtor. )

)

Tax I.D. No. 82-2776587 )

)

In re: ) Chapter 11

)

GYMBOREE INTERMEDIATE 

CORPORATION,

)

) Case No. 19-30252 (KLP)

)

Debtor. )

)

Tax I.D. No. 82-2821473 )

)

In re: ) Chapter 11

)

GYMBOREE WHOLESALE, INC., ) Case No. 19-30253 (KLP)

)

Debtor. )

)

Tax I.D. No. 27-3336588 )

)

In re: ) Chapter 11

)

GYM-MARK, INC., ) Case No. 19-30254 (KLP)

)

Debtor. )

)

Tax I.D. No. 94-3206459 )

)

In re: ) Chapter 11

)

GYMBOREE OPERATIONS, INC., ) Case No. 19-30255 (KLP)

)

Debtor. )

)

Tax I.D. No. 94-3206463 )

)

Case 19-30258-KLP Doc 3 Filed 01/17/19 Entered 01/17/19 03:15:29 Desc Main

 Document Page 11 of 16
2

In re: ) Chapter 11

)

GYMBOREE DISTRIBUTION, INC., ) Case No. 19-30250 (KLP)

)

Debtor. )

)

Tax I.D. No. 82-2848669 )

)

In re: ) Chapter 11

)

GYMBOREE MANUFACTURING, INC., ) Case No. 19-30256 (KLP)

)

Debtor. )

)

Tax I.D. No. 94-3206464 )

)

In re: ) Chapter 11

)

GYMBOREE RETAIL STORES, LLC, ) Case No. 19-30249 (KLP)

)

Debtor. )

)

Tax I.D. No. 94-3206461 )

)

In re: ) Chapter 11

)

GYM-CARD, LLC, ) Case No. 19-30248 (KLP)

)

Debtor. )

)

Tax I.D. No. 26-3845720 )

)

In re: ) Chapter 11

)

GYMBOREE HOLDING CORPORATION, ) Case No. 19-30257 (KLP)

)

Debtor. )

)

Tax I.D. No. 82-2790315 )

Case 19-30258-KLP Doc 3 Filed 01/17/19 Entered 01/17/19 03:15:29 Desc Main

 Document Page 12 of 16
3

)

In re: ) Chapter 11

)

GYMBOREE ISLAND, LLC, ) Case No. 19-30251 (KLP)

)

Debtor. )

)

Tax I.D. No. 66-0701215 )

ORDER (I) DIRECTING JOINT ADMINISTRATION OF

CHAPTER 11 CASES AND (II) GRANTING RELATED RELIEF

Upon the motion (the “Motion”)1of the above-captioned debtors in possession for entry of 

an order, (a) directing the joint administration of the Debtors’ cases for procedural purposes only; 

and (b) granting certain related relief, all as more fully set forth in the Motion; and this Court 

having jurisdiction over this matter pursuant to 28 U.S.C. §§ 157 and 1334 and the Standing Order 

of Reference from the United States District Court for the Eastern District of Virginia, dated 

July 10, 1984; and this Court having authority to enter a final order consistent with Article III of 

the United States Constitution; and this Court having found that venue is proper pursuant to 28 

U.S.C. §§ 1408 and 1409; and this Court having found that notice of the Motion is appropriate 

under the circumstances and that no other or further notice need be provided; and upon the record 

of the hearing held before this Court; and this Court having found that the relief requested in the 

Motion is in the best interests of the Debtors’ estates, their creditors, and other parties in interest; 

and after due deliberation and sufficient cause appearing therefor, it is HEREBY ORDERED 

THAT:

1. The Motion is granted as set forth in this Order.

2. The above-captioned cases are consolidated for procedural purposes only and shall 

be jointly administered by this Court under Case No. 19-30258 (KLP).

 

1 Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Motion.

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4

3. The caption of the jointly administered cases shall read as follows:

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE EASTERN DISTRICT OF VIRGINIA

RICHMOND DIVISION

)

In re: ) Chapter 11

)

GYMBOREE GROUP, INC., et al.,

2

) Case No. 19-30258 (KLP)

)

Debtors. ) Jointly Administered

)

4. The foregoing caption satisfies the requirements set forth in section 342(c)(1) of 

the Bankruptcy Code.

5. A docket entry, substantially similar to the following, shall be entered on the docket 

of each case of a Debtor other than Gymboree Group, Inc. to reflect the joint administration of 

these cases:

An order has been entered in accordance with Rule 1015(b) of the 

Federal Rules of Bankruptcy Procedure and Rule 1015-1 of the

Local Bankruptcy Rules for the United States Bankruptcy Court for 

the Eastern District of Virginia directing joint administration for 

procedural purposes only of the chapter 11 cases of: Gymboree 

Group, Inc. (6587); Gymboree Intermediate Corporation (1473); 

Gymboree Holding Corporation (0315); Gymboree Wholesale, Inc. 

(6588); Gym-Mark, Inc. (6459); Gymboree Operations, Inc. (6463); 

Gymboree Distribution, Inc. (8669); Gymboree Manufacturing, Inc. 

(6464); Gymboree Retail Stores, LLC (6461); Gym-Card, LLC 

(5720); and Gymboree Island, LLC (1215)]. The docket in Case No. 

19-30258 (KLP) should be consulted for all matters affecting this 

case.

 

2 The Debtors in these cases, along with the last four digits of each Debtor’s federal tax identification number, 

are: Gymboree Group, Inc. (6587); Gymboree Intermediate Corporation (1473); Gymboree Holding 

Corporation (0315); Gymboree Wholesale, Inc. (6588); Gym-Mark, Inc. (6459); Gymboree Operations, Inc. 

(6463); Gymboree Distribution, Inc. (8669); Gymboree Manufacturing, Inc. (6464); Gymboree Retail Stores, 

LLC (6461); Gym-Card, LLC (5720); and Gymboree Island, LLC (1215). The Debtors’ service address is 

71 Stevenson Street, Suite 2200, San Francisco, California 94105.

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5

6. The Debtors shall maintain, and the Clerk of the United States Bankruptcy Court 

for the Eastern District of Virginia shall keep, one consolidated docket, one file, and one 

consolidated service list for these cases.

7. The Debtors are authorized to file the monthly operating reports required by the 

Operating Guidelines and Reporting Requirements of the United States Trustee for Chapter 11 

Debtors in Possession and Chapter 11 Trustees, issued by the Office of the United States Trustee 

for the Eastern District of Virginia, on a consolidated basis, but the Debtors shall set forth

disbursements on a debtor-by-debtor basis in each such operating report.

8. Nothing contained in this Order shall be deemed or construed as directing or 

otherwise effecting a substantive consolidation of these cases and this Order shall be without 

prejudice to the rights of the Debtors or any other party in interest to seek or oppose substantive 

consolidation of these cases.

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

of points and authorities in connection with the Motion is waived.

10. The Debtors are authorized to take all actions that are necessary and appropriate to 

effectuate the relief granted in this Order in accordance with the Motion.

11. This Court retains exclusive jurisdiction with respect to all matters arising from or

related to the implementation, interpretation, and enforcement of this Order.

Dated: ______________

Richmond, Virginia UNITED STATES BANKRUPTCY JUDGE

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WE ASK FOR THIS:

/s/ Michael A. Condyles

Michael A. Condyles, Esq. (VA 27807)

Peter J. Barrett, Esq. (VA 46179)

Jeremy S. Williams, Esq. (VA 77469)

Brian H. Richardson, Esq. (VA 92477)

KUTAK ROCK LLP

901 East Byrd Street, Suite 1000

Richmond, Virginia 23219-4071

Telephone: (804) 644-1700

Facsimile: (804) 783-6192

- and -

Dennis F. Dunne, Esq. (pro hac vice pending)

Evan R. Fleck, Esq. (pro hac vice pending)

Michael W. Price, Esq. (pro hac vice pending)

MILBANK, TWEED, HADLEY & MCCLOY LLP

28 Liberty Street

New York, New York 10005

Telephone: (212) 530-5000

Facsimile: (212) 530-5219

Proposed Co-Counsel for 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/ Michael A. Condyles

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