Lynn Lewis Tavenner, Esquire (Va. Bar No. 30083) John R. Owen, Esquire (admitted pro hac vice)

Paula S. Beran, Esquire (Va. Bar No. 34679) Jeremy D. Capps, Esquire (admitted pro hac vice)

David N. Tabakin, Esquire (Va. Bar No. 82709) Melissa Y. York (Va. Bar No. 77493)

Tavenner & Beran, PLC Harman, Claytor, Corrigan & Wellman

20 North Eighth Street, Second Floor P. O. Box 70280

Richmond, Virginia 23219 Richmond, Virginia 23235

Telephone: (804) 783-8300 Telephone: (804) 747-5200 

Telecopy: (804) 783-0178 Telecopy: (804) 747-6085

Proposed Counsel for The Official Proposed Counsel for The Official

Committee of Retired Employees Committee of Retired Employees

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 Bankruptcy

Case No. 15-33896-KRH

(Jointly Administered)

OBJECTION TO DEBTORS MOTION FOR ENTRY OF AN ORDER

(I) AUTHORIZING PAYMENTS UNDER 2015 ANNUAL INCENTIVE BONUS PLAN; 

AND (II) APPROVING KEY EMPLOYEE INCENTIVE PLAN 

FOR CERTAIN INSIDER EMPLOYEES FOR 2016

The Official Committee of Retired Employees (the “Official Retiree Committee”), by and 

through its undersigned counsel, hereby files this objection (the “Objection”) to the Motion for 

Entry of an Order (I) Authorizing Payments Under 2015 Annual Incentive Bonus Plan; and (II) 

Approving Key Employee Incentive Plan for Certain Insider Employees for 2016 (ECF No. 

1038) (the “Motion). In support of its Objection, the Committee respectfully represents as 

follows:

Timeline of Events

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 

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

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

administered jointly.

2. On November 3, 2015, the Debtors filed their Motion, Pursuant to Section 363 of 

the Bankruptcy Code, for an Order Authorizing Debtors to Terminate Certain Unvested NonPension Benefits (“Retiree Benefits Termination Motion”) (ECF No. 797). The Debtors sought

entry of an order authorizing them to terminate, effective December 31, 2015, certain benefits 

they claimed were “unvested, non-pension welfare benefits” (e.g., hospital, medical, 

prescription, surgical and life insurance) (collectively, the “Non-Pension Retiree Benefits”) 

currently offered to certain of the Debtors’ 4,580 non-union retirees and spouses (collectively, 

the “Non-Union Retirees”). The Debtors set a response deadline of November 13, 2015, and 

scheduled the Motion for hearing on November 17, 2015.

3. Several interested retired employees filed a response to the Retiree Benefits 

Termination Motion, asking that the Court enter an order appointing an official retiree committee 

pursuant to 11 U.S.C. § 1114 and establishing a briefing schedule that would allow the parties to 

adequately address the Debtors’ Motion. (ECF No. 877.)

4. A separate Motion to Appoint Official Retiree Committee Pursuant to 11 U.S.C. § 

1114 (ECF No. 868) was also filed. The Court heard oral argument on that motion on November 

17, 2015, at which time it granted the motion and directed the U.S. Trustee to appoint an official 

retiree committee. (ECF No. 970.)

5. The United States Trustee appointed the Official Retiree Committee on December 

1, 2015. (ECF No. 1017.)

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6. In the Retiree Benefits Termination Motion, the Debtors claimed that they had 

authority to terminate the allegedly “unvested, non-pension welfare benefits” in the ordinary 

course of business pursuant to 11 U.S.C. § 363(c). (ECF No. 797, at ¶ 29.) Alternatively, they 

argued that they could terminate the benefits as a reasonable exercise of business judgment 

pursuant to 11 U.S.C. § 363(b). (Id. at ¶ 40.)

7. In support of that Retiree Benefits Termination Motion, the Debtors argued that 

eliminating the $2.7 million financial burden of these benefits would “promote the Debtors’ 

ability to successfully restructure through the improvement of their competitive margins and cash 

flow.” (Id. at ¶¶ 5, 40.) They represented to the Court that “maintaining these benefits will 

continue to burden the Debtors with liabilities and expenses that they can no longer afford.” (Id.

at ¶ 40.)1

8. One month after filing the Retiree Benefits Termination Motion, the Debtors filed 

the instant Motion to Pay Bonuses. In contrast to the dire financial picture painted by the Retiree 

Benefits Termination Motion, Debtors now seek to compensate 17 “Key Employees” with 

“incentive” awards to the aggregate tune of $7.4 million to $14.8 million. (ECF No. 1038, at ¶¶ 

11, 24.) The Debtors again have only provided 10 days for interested parties to file responses 

and have set the matter for hearing on December 17, 2015, just two weeks after the motion was 

filed.2

 1 The proposed termination of the Non-Pension Retiree Benefits effects 4,580 individuals comprised of retired or 

disabled employees and their families. These individuals rely on the benefits to purchase health insurance. Without 

these benefits, many of these former employees would be unable to afford healthcare until they are eligible for 

Medicare.

2 The Debtors’ Notice provided a response deadline of December 13, 2015, a Sunday. While the Notice arguably 

complies with certain terms of the Case Management Order (ECF No. 111), pursuant to Rule 9006(a) of the Federal 

Rules of Bankruptcy Procedure, when a deadline falls on a Sunday, it is extended to the next business day, in this 

case, Monday, December 14, 2015. As such, the Debtors have provided interested parties even less time to respond 

than that provided for under the Rules and other provisions of the Case Management Order incorporating Rule 

9006(a).

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9. The Motion to Pay Bonuses came four days before the Debtors announced that, 

effective January 1, 2016, they are modifying and greatly reducing benefits provided to current 

employees. These changes include: (1) terminating medical, dental, vision, prescription, and life 

insurance benefits six months after an employee’s date of disability; (2) terminating short term 

disability benefits; (3) terminating medical, dental, vision, prescription, life and disability 

insurance benefits on the date employment ends; (4) suspending 401(k) employer match; (5) 

eliminating one paid holiday per calendar year; (6) suspending the vacation sellback program; 

(7) eliminating 12 hours of personal leave per year; (8) suspending vacation and personal leave 

payout programs; and (9) capping earned vacation time at three weeks. Letter from G. Banbury 

to Employees (dated Dec. 7, 2015), attached as Ex. A. That announcement informed employees 

that “the future of our organization hinges on our ability to successfully implement cost savings 

modifications to our business. These changes are necessary for Alpha’s restructuring.” (Id.) It 

went on to state that, “[u]nfortunately, in the current economic realities of our industry, we are 

left with no other option than to implement difficult changes like these. With sustained lows in 

both demand and pricing, our industry is transforming, and we simply cannot sustain our existing 

cost structure.” (Id.)

The Motion to Pay Bonuses

10. Essential details of the Key Employee Incentive Plan (“KEIP”), such as the 

identities of 9 of the 17 proposed participants, as well as the award amounts, have not yet been 

available for review by the Official Retiree Committee, given that the Official Retiree 

Committee has recently been formed and currently is in the midst of the process of interviewing 

and hiring its professional team. The KEIP Schedule was filed under seal pursuant to a yet to be 

ruled upon Motion of the Debtors for Entry of an Order to File Under Seal Appendix 2 to 

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Declaration of Robert Romanchek in Support of Mot. of the Debtors for Entry of an Order (I) 

Authorizing Payments Under 2015 Annual Incentive Bonus Plan and (II) Approving Key 

Employee Incentive Plan for Certain Insider Employees for 2016 (the “Seal Motion”)(ECF No. 

1039). Even though the Seal Motion provides for the sharing of the KEIP Schedule with certain 

identified constituents, the Official Retiree Committee is not included in the intended recipient 

list for the same. While the undersigned counsel for the Official Retiree Committee has been 

engaged very recently, she intends to request forthwith the information from the Debtors for 

review and further analysis by the Official Retiree Committee. Further, while she does not 

envision opposition to such request, to the extent that the requested information is not

forthcoming as requested from the Debtors, the Official Retiree Committee would also further 

object to the Seal Motion.

11. John R. Owen, in his capacity as counsel for certain individual retired employees 

requested the KEIP Schedule from Debtors’ counsel via email on December 7 and again on 

December 8, 20153

12. Furthermore, the Motion to Pay Bonuses seeks to pay 8 Executive Insiders —

Kevin S. Crutchfield, Gary W. Banbury, Philip J. Cavatoni, V. Keith Hainer, Bruce A. 

Hartshorn, Alan W. Jones, Jr., Mark M. Manno, and Richard H. Verheij — under the 2015 

Annual Incentive Bonus plan (“AIB”), despite the fact that no information is provided as to what 

the targets were for the 2015 AIB or the amount of the proposed payments. 

. To date, the Official Retiree Committee understands that Mr. Owen has not 

received the KEIP Schedule or a response to the request.

13. The request to pay millions of dollars in bonuses and incentives comes on the 

heels of the Debtors’ bankruptcy filings and at a time when the company marks its fifth straight 

 3 Subsequent to taking such action Mr. Owen and his firm, Harman Claytor Corrigan & Wellman, have been 

selected by the Official Retiree Committee to serve as special counsel on its behalf and intend to take appropriate 

action for such retention to be approved by this Court.

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year of operating in the red. See Alpha Natural Resources, Inc., Annual Report Pursuant to 

Section 13 or 15(d) of the Securities Exchange Act of 1934 (dated Feb. 26, 2015), at 93-94, 

attached as Ex. B; Alpha Natural Resources, Inc. Annual Report Pursuant to Section 13 or 15(d) 

of the Securities Exchange Act of 1934 (dated Feb. 28, 2014), at 57-58, attached as Ex. C.

14. Despite declining revenues since 2011, the Debtors have continued to highly 

compensate their top executives through salaries, bonuses, and compensation packages. For 

example, Crutchfield and Cavatoni (the only remaining executives for whom SEC filings are 

available), have been compensated as follows over the past 3 years: 

2014 2013 2012

Crutchfield $7,775,349 $7,955,008 $6,193,368

Cavatoni $1,976,111 $1,811,660 $2,554,626

Those earnings included the following bonuses under the Annual Incentive Bonus Plan:

2014 2013 2012

Crutchfield $815,100 $948,024 $523,7110

Cavatoni $207,188 $228,928 $126,464

15. Debtors now argue that because substantial portions of the Key Employees’ 

compensation were provided in the form of equity holdings, which diminished significantly as 

the value of the equity plummeted, their deferred compensation is in unsecured creditor status

and the prior retention agreements are no longer viable. As such, the Debtors contend these Key 

Employees need to be provided cash bonuses. (ECF No. 1038, at ¶ 5.) This contention ignores 

that the plummeting stock value has affected all shareholders, including those retired employees 

who were provided compensation, severance, and retirement benefits in the form of stock 

options and to whom the Debtors now wish to terminate paying benefits used to purchase 

insurance.

4

 4 Countless retired employees now hold worthless stock and risk losing promised benefits while the Debtors seek to 

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16. The Debtors argue, as they did with the Retiree Benefits Termination Motion, that 

they can pay the Executive Insiders under the 2015 AIB pursuant to 11 U.S.C. § 363(c) as a 

transaction in the ordinary course of business. They also argue that the KEIP should be 

approved pursuant to 11 U.S.C. § 363(b) and 503(c)(3) as it has a sound business purpose. 

These arguments in support of spending $7.4 million to $14.8 million are the same arguments the 

Debtors have made to cut $2.7 million in retiree benefits.5

Argument

17. As no information has been provided regarding the proposed payments to the 

Executive Insiders under the 2015 AIB, the Official Retiree Committee objects to those 

payments being authorized at this time. 

18. Similarly, with regard to the proposed KEIP, more information is needed to 

ascertain whether it is permissible under §§ 363(b) or 503(c)(3).

19. Pursuant to § 503(c)(1), a debtor is prohibited from paying,

[A] transfer made to, or an obligation incurred for the benefit of, an insider of the 

debtor for the purpose of inducing such person to remain with the debtor’s 

business, absent a finding by the court based on evidence in the record that—

(A) The transfer or obligation is essential to retention of the person because

the individual has a bona fide job offer from another business at the same 

or greater rate of compensation;

(B) The services provided by the person are essential to the survival of the 

business; and

(C) Either—

(i) The amount of the transfer made to, or obligation incurred for the 

benefit of, the person is not greater than an amount equal to 10 

times the amount of the mean transfer or obligation of a similar 

 pay certain executives millions in cash bonuses.

5 $7.4 million potentially could fund the Non-Pension Retiree Benefits for 2.74 years, while only “costing” the Key 

Employees an average of just under $159,000 per person.

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kind given to nonmanagement employees for any purpose during 

the calendar year in which the transfer is made or the obligation is 

incurred; or 

(ii) If no such similar transfers were made to, or obligations were 

incurred for the benefit of, such nonmanagement employees during 

such calendar year, the amount of the transfer or obligation is not 

greater than an amount equal to 25 percent of the amount of any 

similar transfer or obligation made to or incurred for the benefit of 

such insider for any purpose during the calendar year before the 

year in which such transfer is made or obligation is incurred.

11 U.S.C. § 503(c)(1). Thus, the question is whether the AIB and KEIP are retention payments 

or incentive payments.

20. “A debtor’s label of a plan as incentivizing to avoid the strictures of section 

503(c)(1) must be viewed with skepticism; the circumstances under which the proposal is made 

and the structure of the compensation package control.” In re Residential Capital, LLC, 475 

B.R. 154, 170 (Bankr. S.D.N.Y. 2012) (“Residential I”). A plan must present targets that are 

difficult to achieve, thus forcing executives to work hard to achieve their bonuses. In re 

Residential Capital, LLC, 491 B.R. 73, 86 (Bankr. S.D.N.Y. 2013) (“Residential II”). It is a 

factual question whether incentive targets require management to stretch to meet performance 

goals. In re Velo Holdings, Inc., 472 B.R. 201, 207 (Bankr. S.D.N.Y. 2012). If a plan’s 

minimum target levels merely match the debtor’s business plan projections, then the plan is 

retentive in nature. In re Hawker Beechcraft, Inc., 479 B.R. 308, 315 (Bankr. S.D.N.Y. 2012).

21. Here, the Debtors have labeled both the AIB and KEIP as incentive plans, but the 

Court is not bound by those characterizations. There is simply not enough information presently 

before the Court, or interested parties, to ascertain whether these are truly incentive plans versus 

retention plans. In fact, some key language in the Debtors’ own Motion leads the Committee of 

Retired Employees to believe that these are retention plans merely labeled as incentive plans.

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• In light of these challenges, the Debtors’ senior management is 

particularly critical to the completion of all business functions required by 

the chapter 11 process. (ECF No. 1038, at ¶ 4.)

• [T]he Debtors’ senior managers justifiably perceive uncertainty with 

respect to their potential continued employment with the Debtors. (Id. at ¶ 

5.)

• For certain of the Debtors’ senior management, these pressures have 

proven too much, and they have left the Debtors. (Id.)

• These specific skills, along with the KEIP Participants’ familiarity and 

understanding of the operations, customer and supplier relationships and 

infrastructure of the Debtors’ operations are vital, not only to the day-today operation of their businesses, but also to the ability of the Debtors to 

effectuate a successful restructuring. (Id. at ¶ 11.)

22. Furthermore, while the Debtors represent that they have completed a business 

plan, that plan has not yet been provided to the Court. (Id. at ¶ 6.) Therefore, the business plan 

projections cannot be compared to the AIB and KEIP to see if the targets actually are difficult to 

achieve and whether management will have to “stretch” to meet their goals.

23. In Hawker Beechcraft, the Bankruptcy Court for the Southern District of New

York rejected the debtors’ proposed KEIP as a retention plan, not an incentive plan, for several 

reasons. First, the debtors did not identify the roles of each proposed participant and why they 

would contribute services necessary to achieve the targets. In re Hawker Beechcraft, 479 B.R. at 

313. Second, while the KEIP included incentivizing targets, the lowest levels were well within 

reach. Id. Third, the KEIP participants would not earn a bonus if they left the debtors’ employ 

prior to the plan’s consummation. Id. at 314. As such, a participant had “to stay for his pay.” 

Id. Finally, the debtors’ CEO testified that, absent the KEIP, the participants “could seek 

alternative employment opportunities and, as a result, immediately undermine the [d]ebtors’ 

restructuring efforts at a critical juncture of the [d]ebtors’ chapter 11 cases and in the [d]ebtors’ 

business cycle.” Id.

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24. Similarly, in the present case, the KEIP participants have not been identified (at 

least to the Official Retiree Committee). Furthermore, whether the KEIP targets are well within 

reach cannot be ascertained, as the Debtors’ business plan has not yet been provided. Finally, 

while the KEIP bonus is “earned” during each performance period, it is paid out in one-third 

increments only if the participant remains employed, with the last payment made upon 

confirmation of the chapter 11 plan, but only if accomplished by December 31, 2016. As such, 

just as with the proposed KEIP in Hawker Beechcraft, while the incentivized work has been 

completed, the participant must “stay for his pay.” 

25. In In re Dana Corp., 351 B.R. 96, 102 (Bankr. S.D.N.Y. 2006) (“Dana I”), the 

United States Bankruptcy Court for the Southern District of New York refused to approve a 

KEIP based, in part, on the fact that the proposed plan contained a “completion bonus” payable 

to the participants upon completion of the chapter 11 case. The completion bonus in Dana I was 

not tied to performance, but, instead, was paid out upon the debtors’ emergence from bankruptcy 

regardless of the outcome. Id. The court held that “[i]f it walks like a duck (KERP) and quacks 

like a duck (KERP), it’s a duck (KERP).” Id. at n.3. As such, it was a retention bonus

impermissible under § 503(c)(1).

26. In the present case, the proposed KEIP provides that,

Upon the occurrence of (a) confirmation of a chapter 11 plan; (b) sale of 

substantially all (more than 70%) of the Debtors’ assets, as measured by revenues 

or EBITDA; or (c) any change of control transaction, including a transaction 

involving a credit bid for more than 50% of the Debtors’ assets on the basis of 

revenues or EBITDA (each, a “Restructuring Transaction”), each KEIP 

Participant shall be paid an incentive award within 30 days following the date of a 

Restructuring Transaction in amount equal to the Participant’s target incentive 

opportunity with respect to each Performance Period that is outstanding on the 

date of such Restructuring Transaction.

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(ECF No. 1038, at ¶ 31.) This appears to be similar to the completion bonus that was rejected as 

a retention plan in Dana I.

27. Even if the AIB and KEIP are incentive plans not precluded under § 503(c)(1), 

the question remains whether they truly have a sound business purpose under §§ 363(b) and 

503(c)(3). Section 363(b)(1) provides that “[t]he trustee, after notice and a hearing, may use, 

sell, or lease, other than in the ordinary course of business, property of the estate . . . .” 11 

U.S.C. § (b)(1). Section 503(c)(3) prohibits a debtor from making “other transfers or obligations 

that are outside the ordinary course of business and not justified by the facts and circumstances 

of the case, including transfers made to, or obligations incurred for the benefit of, officers, 

managers, or consultants hired after the date of the filing of the petition.” 11 U.S.C. § 503(c)(3). 

Courts have held that the standard to be applied is the same under §§ 363(b)(1) and 503(c)(3), 

namely the business judgment test. See In re Dana Corp., 358 B.R. 567, 576 (Bankr. S.D.N.Y. 

2006) (“Dana II”). The court in Dana II enumerated six factors to consider when determining if 

a compensation plan and its development process meet the business judgment test.

• Is there a reasonable relationship between the plan proposed and the 

results to be obtained, i.e., will the key employee stay for as long as it 

takes for the debtor to reorganize or market its assets, or, in the case of 

performance incentive, is the plan calculated to achieve the desired 

performance?

• Is the cost of the plan reasonable in the context of the debtor’s assets, 

liabilities and earning potential?

• Is the scope of the plan fair and reasonable: does it apply to all employees; 

does it discriminate unfairly?

• Is the plan or proposal consistent with industry standards?

• What were the due diligence efforts of the debtor in investigating the need 

for a plan; analyzing which key employees need to be incentivized; what 

is available; what is generally applicable in a particular industry?

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• Did the debtor receive independent counsel in performing due diligence 

and in creating and authorizing the incentive compensation?

Id. at 576-77.

28. The Debtors, in conclusory fashion, argue that the proposed KEIP meets all of the 

Dana II factors. (ECF No. 1038, at ¶¶ 47-51.) However, as outlined above, there is insufficient 

information presently available to evaluate whether these factors truly have been satisfied. For 

example, while the Debtors argue that the cost of the plan is reasonable since it represents only 

0.073% of the book value of their assets, that is belied by the fact that just one month ago the 

Debtors told this Court that they could not afford $2.7 million in retiree benefits if they hoped to 

successfully restructure. (ECF No. 1038, at ¶ 49; ECF No. 797, at ¶ 40.) Additionally, as the 

identities and roles of the Key Employees have not been identified, the Official Retiree 

Committee cannot assess whether the scope of the proposed KEIP is fair and reasonable. 

Furthermore, the Debtors have not established how the KEIP compares with prior incentive 

programs.

29. The Debtors identify several other cases from this District in which allegedly 

similar KEIP plans have been approved. (ECF No. 1038, at ¶ 52.) Two such examples are the 

Movie Gallery and Circuit City cases. The KEIP in In re Circuit City Stores, Inc. involved 16 

participants and totaled $2.3 million. Objections were filed to the KEIP, and it was ultimately 

amended after being fully vetted by interested parties and before being approved by the Court. 

While in retrospect one could point to the fact that Circuit City eventually resulted in liquidation, 

the merits of the proposed plan were fully scrutinized before approval by the Court. The Movie 

Gallery KEIP had two components, one for employees and one for executives. The employee 

incentive plan applied to 31 employees and provided bonuses representing two, three, or six 

months of the employee’s current salary. (Case No. 10-30696, ECF No. 147, at ¶¶ 16-17.) The 

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projected cost of the employee incentive plan was $484,983. (Id. at ¶ 19.) The executive 

incentive plan applied to 5 executives and the bonuses were comprised of a percentage of the 

amounts in excess of certain figures that were distributed to holders of Prepetition First Lien 

Term Loan Secured Claims. (Id. at ¶¶ 20-22.) No objections were filed and the proposed KEIP 

summarily was approved. Accordingly, there is case authority in this jurisdiction for Court 

approval of a KEIP plans under appropriate circumstances. The Official Retiree Committee 

suggests, however, that as currently presented, there is insufficient basis to support the same

under the current circumstances and to show that the proposed KEIP will actually incentivize a 

successful restructure in theses Alpha cases.

WHEREFORE, for all of the foregoing reasons, the Official Retiree Committee 

respectfully requests that this Court deny the Debtors’ Motion for Entry of an Order (I) 

Authorizing Payments Under 2015 Annual Incentive Bonus Plan and (II) Approving Key 

Employee Incentive Plan for Certain Insider Employees for 2016, or, in the alternative, delay a 

hearing and ruling on this Motion until more facts are presented so that the proposed plans can 

be properly analyzed.

Respectfully Submitted,

Dated: December 13, 2015 The Official Committee of Retired Employees

Richmond, VA

By: /s/ Lynn L. Tavenner

Proposed Counsel

Lynn L. Tavenner (Va. Bar No. 30083)

Paula S. Beran (Va. Bar No. 34679)

David N. Tabakin (Va. Bar No. 82709)

Tavenner & Beran, PLC

20 North Eighth Street, Second Floor

Richmond, Virginia 23219

Telephone: (804) 783-8300

Telecopy: (804) 783-0178

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And

John R. Owen, Esquire (Virginia Bar No. 39560)(admitted pro hac vice)

Jeremy D. Capps, Esquire (Virginia Bar No.. 43909)(admitted pro hac vice)

Melissa Y. York, Esquire (Virginia Bar No. 77493)

Harman, Claytor, Corrigan & Wellman

P.O. Box 70280

Richmond, Virginia 23255

804-747-5200 - Phone

804-747-6085 - Fax

Proposed Counsel for The Official Committee of Retired Employees

CERTIFICATE OF SERVICE

I hereby certify that on December 13, 2015, I caused to be served a true and accurate 

copy of the foregoing, via CM/ECF or via e-mail on the following parties, as well as all other 

parties that receive CM/ECF notification:

Robert B. Van Arsdale, Esq.

Shannon Pecoraro, Esq.

Office of the U.S. Trustee

701 E. Broad St., Suite 4304

Richmond, Virginia 23219

Carl E. Black, Esq.

David G. Heiman, Esq.

Thomas A. Wilson, Esq.

Jones Day

North Point

901 Lakeside Avenue

Cleveland, OH 44114

Tyler P. Brown, Esq.

Shannon Eileen Dailey, Esq.

Henry Pollard Long, III Esq.

Justin F. Paget

Hunton & Williams

901 East Byrd Street

Richmond, VA 2219

Jeffrey B. Ellman, Esq.

Jones Day

1420 Peachtree Street N.E., Suite 800

Atlanta, VA 30309

Robert W. Hamilton, Esq.

Jones Day

326 John H. McConnell Blvd., Suite 600

Columbus, OH 43215

/s/ Lynn L. Tavenner

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