KE 39456698 

Edward O. Sassower, P.C. (pro hac vice admission pending) Michael A. Condyles (VA 27807) 

Joshua A. Sussberg, P.C. Peter J. Barrett (VA 46179) 

Brian E. Schartz (pro hac vice admission pending) Jeremy S. Williams (VA 77469) 

KIRKLAND & ELLIS LLP KUTAK ROCK LLP 

KIRKLAND & ELLIS INTERNATIONAL LLP Bank of America Center 

601 Lexington Avenue 1111 East Main Street, Suite 800 

New York, New York 10022 Richmond, Virginia 23219 

Telephone: (212) 446-4800 Telephone: (804) 644-1700 

Facsimile: (212) 446-4900 Facsimile: (804) 783-6192 

 

- and - 

James H.M. Sprayregen, P.C. 

Justin R. Bernbrock (pro hac vice admission pending) 

Benjamin M. Rhode (pro hac vice admission pending) 

KIRKLAND & ELLIS LLP 

KIRKLAND & ELLIS INTERNATIONAL LLP 

300 North LaSalle 

Chicago, Illinois 60654 

Telephone: (312) 862-2000 

Facsimile: (312) 862-2200 

Proposed Co-Counsel to the Debtors 

IN THE UNITED STATES BANKRUPTCY COURT 

FOR THE EASTERN DISTRICT OF VIRGINIA 

RICHMOND DIVISION 

 ) 

In re: ) Chapter 11 

 ) 

PENN VIRGINIA CORPORATION, ) Case No. 16-32395 (___) 

 ) 

 Debtor. ) 

 ) 

Tax I.D. No. 23-1184320 ) 

 ) 

In re: ) Chapter 11 

 ) 

PENN VIRGINIA HOLDING CORP., ) Case No. 16-32396 (___) 

 ) 

 Debtor. ) 

 ) 

Tax I.D. No. 51-0387384 ) 

 ) 

In re: ) Chapter 11 

 ) 

PENN VIRGINIA MC CORPORATION, ) Case No. 16-32397 (___) 

 ) 

 Debtor. ) 

 ) 

Tax I.D. No. 02-0650458 ) 

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 ) 

In re: ) Chapter 11 

 ) 

PENN VIRGINIA MC ENERGY L.L.C., ) Case No. 16-32398 (___) 

 ) 

 Debtor. ) 

 ) 

Tax I.D. No. 02-0650462 ) 

 ) 

In re: ) Chapter 11 

 ) 

PENN VIRGINIA MC OPERATING 

COMPANY L.L.C., 

) 

) 

Case No. 16-32399 (___) 

 ) 

 Debtor. ) 

 ) 

Tax I.D. No. 02-0650466 ) 

 ) 

In re: ) Chapter 11 

 ) 

PENN VIRGINIA OIL & GAS 

CORPORATION, 

) 

) 

Case No. 16-32400 (___) 

 ) 

 Debtor. ) 

 ) 

Tax I.D. No. 54-1617929 ) 

 ) 

In re: ) Chapter 11 

 ) 

PENN VIRGINIA OIL & GAS GP LLC, ) Case No. 16-32401 (___) 

 ) 

 Debtor. ) 

 ) 

Tax I.D. No. 74-3023686 ) 

 ) 

In re: ) Chapter 11 

 ) 

PENN VIRGINIA OIL & GAS LP LLC, ) Case No. 16-32402 (___) 

 ) 

 Debtor. ) 

 ) 

Tax I.D. No. 20-2768109 ) 

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 ) 

In re: ) Chapter 11 

 ) 

PENN VIRGINIA OIL & GAS, L.P., ) Case No. 16-32403 (___) 

 ) 

 Debtor. ) 

 ) 

Tax I.D. No. 76-0389487 ) 

DEBTORS’ MOTION FOR ENTRY OF AN 

ORDER (I) DIRECTING JOINT ADMINISTRATION OF 

CHAPTER 11 CASES AND (II) GRANTING RELATED RELIEF 

Penn Virginia Corporation and its debtor affiliates, as debtors and debtors in possession 

in the above-captioned chapter 11 cases (collectively, the “Debtors”),1

 respectfully state the 

following in support of this motion: 

Relief Requested 

1. The Debtors seek entry of an order (the “Order”), substantially in the form 

attached hereto as Exhibit A: (a) directing procedural consolidation and joint administration of 

these chapter 11 cases; and (b) granting related relief, including the ability to add later filed cases 

to these chapter 11 cases. The Debtors request that one file and one docket be maintained for all 

of the jointly administered cases under the case of Penn Virginia Corporation (the parent 

company for each of the Debtors) and that the cases be administered under a consolidated 

caption, as follows: 

 

1

 A detailed description of the Debtors and their businesses, and the facts and circumstances supporting this 

motion and the Debtors’ chapter 11 cases, are set forth in greater detail in the Declaration of R. Seth Bullock, 

Chief Restructuring Officer of Penn Virginia Corporation, in Support of Chapter 11 Petitions and First Day 

Motions (the “First Day Declaration”), filed contemporaneously with the Debtors’ voluntary petitions for relief 

filed under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”), on May 12, 2016 

(the “Petition Date”). 

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IN THE UNITED STATES BANKRUPTCY COURT 

FOR THE EASTERN DISTRICT OF VIRGINIA 

RICHMOND DIVISION 

 ) 

In re: ) Chapter 11 

 ) 

PENN VIRGINIA CORPORATION, et al.,

1

 ) Case No. 16-32395 (___) 

 ) 

 Debtors. ) Jointly Administered 

 ) 

2. 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. 

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

following, be entered on the docket of each of the Debtors other than Penn Virginia Corporation 

to reflect the joint administration of these chapter 11 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: 

Penn Virginia Corporation, Case No. 16-32395; Penn Virginia 

Holding Corp., Case No. 16-32396; Penn Virginia MC 

Corporation, Case No. 16-32397; Penn Virginia MC Energy 

L.L.C., Case No. 16-32398; Penn Virginia MC Operating 

Company L.L.C., Case No. 16-32399; Penn Virginia Oil & Gas 

Corporation, Case No. 16-32400; Penn Virginia Oil & Gas GP 

LLC, Case No. 16-32401; Penn Virginia Oil & Gas LP LLC, Case 

No. 16-32402; and Penn Virginia Oil & Gas, L.P., 

Case No. 16-32403. The docket in Case No. 16-32395 should be 

consulted for all matters affecting this case. 

 

1

 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification 

number, include: Penn Virginia Corporation (4320); Penn Virginia Holding Corp. (7384); Penn Virginia MC 

Corporation (0458); Penn Virginia MC Energy L.L.C. (0462); Penn Virginia MC Operating Company L.L.C. 

(0466); Penn Virginia Oil & Gas Corporation (7929); Penn Virginia Oil & Gas GP LLC (3686); Penn Virginia 

Oil & Gas LP LLC (8109); Penn Virginia Oil & Gas, L.P. (9487). The location of the Debtors’ service address 

is: Four Radnor Corporate Center, Suite 200, 100 Matsonford Road, Radnor, Pennsylvania 19087. 

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4. Finally, 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, 

but the Debtors shall track and break out disbursements on a debtor-by-debtor basis in each 

monthly operating report. 

Jurisdiction and Venue 

5. The United States Bankruptcy Court for the Eastern District of Virginia 

(the “Court”) has jurisdiction over this matter pursuant to 28 U.S.C. §§ 157 and 1334. This 

matter is a core proceeding within the meaning of 28 U.S.C. § 157(b)(2). 

6. Venue is proper pursuant to 28 U.S.C. §§ 1408 and 1409. 

7. 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 (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 (the “Local Bankruptcy Rules”). 

Basis for Relief 

8. 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. The nine (9) Debtor entities 

that commenced chapter 11 cases are “affiliates” as that term is defined in section 101(2) of the 

Bankruptcy Code. Accordingly, the Bankruptcy Code and Bankruptcy Rules authorize the Court 

to grant the relief requested herein. 

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9. Further, Local Bankruptcy Rule 1015-1 provides additional authority for the 

Court to order joint administration of these chapter 11 cases: 

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. 

10. Joint administration is generally non-controversial, and courts in this jurisdiction 

routinely order joint administration in cases with multiple related debtors. See, e.g., In re Alpha 

Natural Res., Inc., No. 15-33896 (KRH) (Bankr. E.D. Va. Aug. 5, 2015) (directing joint 

administration of chapter 11 cases); In re Patriot Coal Corp., No. 15-32450 (KLP) (Bankr. E.D. 

Va. May 13, 2015) (same); In re James River Coal Co., No. 14-31848 (KRH) (Bankr. E.D. Va. 

Apr. 10, 2014) (same); In re AMF Bowling Worldwide, Inc., No. 12-36495 (KRH) (Bankr. E.D. 

Va. Nov. 14, 2012) (same); In re Workflow Mgmt., Inc., No. 10-74617 (SCS) (Bankr. E.D. Va. 

Oct. 1, 2010) (same).2

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

these chapter 11 cases will provide significant administrative convenience without harming the 

substantive rights of any party in interest. Many of the motions, hearings, and orders in these 

chapter 11 cases will affect each Debtor entity. The entry of an order directing joint 

administration of these chapter 11 cases will reduce fees and costs by avoiding duplicative filings 

and objections. Joint administration also will allow the U.S. Trustee and all parties in interest to 

monitor these chapter 11 cases with greater ease and efficiency. 

 

2

 Because of the voluminous nature of the orders cited herein, such orders have not been attached to this Motion. 

Copies of these orders are available upon request of the Debtors’ proposed counsel. 

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12. Moreover, joint administration will not adversely affect the Debtors’ respective 

constituencies because this Motion seeks only administrative, not substantive, consolidation of 

the Debtors’ estates. Parties in interest will not be harmed by the relief requested; instead, 

parties in interest will benefit from the cost reductions associated with the joint administration of 

these chapter 11 cases. Accordingly, the Debtors submit that the joint administration of these 

chapter 11 cases is in the best interests of their estates, their creditors, and all other parties in 

interest. 

Waiver of Memorandum of Points and Authorities 

13. 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 by a written memorandum of points and authorities as described in Local 

Bankruptcy Rule 9013-1(G). 

Notice 

14. The Debtors will provide notice of this motion to: (a) the Office of the United 

States Trustee for the Eastern District of Virginia; (b) the holders of the 50 largest unsecured 

claims against the Debtors (on a consolidated basis); (c) the administrative agent under the 

Debtors’ prepetition secured credit agreement; (d) the indenture trustee under the Debtors’ 

7.25% senior notes due 2019; (e) the indenture trustee under the Debtors’ 8.500% senior notes 

due 2020; (f) counsel to certain holders of the 2019 and 2020 senior notes; (g) counsel to the 

agent under the Debtors’ debtor-in-possession credit facility; (h) co-counsel to the agent under 

the Debtors’ debtor-in-possession credit facility; (i) the United States Attorney’s Office for the 

Eastern District of Virginia and for the states in which the Debtors operate; (j) the Internal 

Revenue Service; (k) the Environmental Protection Agency and similar state environmental 

agencies for states in which the Debtors conduct business; (l) the office of the attorneys general 

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KE 39456698 

for the states in which the Debtors operate; (m) the Securities and Exchange Commission; and 

(n) any party that has requested 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 

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

other court. 

[Remainder of page intentionally left blank] 

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KE 39456698 

WHEREFORE, the Debtors respectfully request that the Court enter the Order, granting 

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

circumstances. 

Dated: May 12, 2016 

Richmond, Virginia 

 

/s/ Michael A. Condyles

Michael A. Condyles (VA 27807) Edward O. Sassower, P.C. (pro hac vice admission pending)

Peter J. Barrett (VA 46179) Joshua A. Sussberg, P.C. 

Jeremy S. Williams (VA 77469) Brian E. Schartz (pro hac vice admission pending) 

KUTAK ROCK LLP KIRKLAND & ELLIS LLP

Bank of America Center KIRKLAND & ELLIS INTERNATIONAL LLP 

1111 East Main Street, Suite 800 601 Lexington Avenue

Richmond, Virginia 23219 New York, New York 10022 

Telephone: (804) 644-1700 Telephone: (212) 446-4800 

Facsimile: (804) 783-6192 Facsimile: (212) 446-4900 

Michael.Condyles@KutakRock.com edward.sassower@kirkland.com 

Peter.Barrett@KutakRock.com joshua.sussberg@kirkland.com 

Jeremy.Williams@KutakRock.com brian.schartz@kirkland.com 

 

 - and - 

 

 James H.M. Sprayregen, P.C. 

 Justin R. Bernbrock (pro hac vice admission pending) 

 Benjamin M. Rhode (pro hac vice admission pending) 

KIRKLAND & ELLIS LLP

KIRKLAND & ELLIS INTERNATIONAL LLP 

 300 North LaSalle

 Chicago, Illinois 60654 

 Telephone: (312) 862-2000 

 Facsimile: (312) 862-2200 

 james.sprayregen@kirkland.com 

 justin.bernbrock@kirkland.com 

 benjamin.rhode@kirkland.com 

Proposed Co-Counsel to the Debtors and Debtors in Possession 

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KE 39456698 

EXHIBIT A 

Proposed Order 

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KE 39456698 

Edward O. Sassower, P.C. (pro hac vice admission pending) Michael A. Condyles (VA 27807) 

Joshua A. Sussberg, P.C. Peter J. Barrett (VA 46179) 

Brian E. Schartz (pro hac vice admission pending) Jeremy S. Williams (VA 77469) 

KIRKLAND & ELLIS LLP KUTAK ROCK LLP 

KIRKLAND & ELLIS INTERNATIONAL LLP Bank of America Center 

601 Lexington Avenue 1111 East Main Street, Suite 800 

New York, New York 10022 Richmond, Virginia 23219 

Telephone: (212) 446-4800 Telephone: (804) 644-1700 

Facsimile: (212) 446-4900 Facsimile: (804) 783-6192 

 

- and - 

James H.M. Sprayregen, P.C. 

Justin R. Bernbrock (pro hac vice admission pending) 

Benjamin M. Rhode (pro hac vice admission pending) 

KIRKLAND & ELLIS LLP 

KIRKLAND & ELLIS INTERNATIONAL LLP 

300 North LaSalle 

Chicago, Illinois 60654 

Telephone: (312) 862-2000 

Facsimile: (312) 862-2200 

Proposed Co-Counsel to the Debtors 

IN THE UNITED STATES BANKRUPTCY COURT 

FOR THE EASTERN DISTRICT OF VIRGINIA 

RICHMOND DIVISION 

 ) 

In re: ) Chapter 11 

 ) 

PENN VIRGINIA CORPORATION, ) Case No. 16-32395 (___) 

 ) 

 Debtor. ) 

 ) 

Tax I.D. No. 23-1184320 ) 

 ) 

In re: ) Chapter 11 

 ) 

PENN VIRGINIA HOLDING CORP., ) Case No. 16-32396 (___) 

 ) 

 Debtor. ) 

 ) 

Tax I.D. No. 51-0387384 ) 

 ) 

In re: ) Chapter 11 

 ) 

PENN VIRGINIA MC CORPORATION, ) Case No. 16-32397 (___) 

 ) 

 Debtor. ) 

 ) 

Tax I.D. No. 02-0650458 ) 

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 ) 

In re: ) Chapter 11 

 ) 

PENN VIRGINIA MC ENERGY L.L.C., ) Case No. 16-32398 (___) 

 ) 

 Debtor. ) 

 ) 

Tax I.D. No. 02-0650462 ) 

 ) 

In re: ) Chapter 11 

 ) 

PENN VIRGINIA MC OPERATING 

COMPANY L.L.C., 

) 

) 

Case No. 16-32399 (___) 

 ) 

 Debtor. ) 

 ) 

Tax I.D. No. 02-0650466 ) 

 ) 

In re: ) Chapter 11 

 ) 

PENN VIRGINIA OIL & GAS 

CORPORATION, 

) 

) 

Case No. 16-32400 (___) 

 ) 

 Debtor. ) 

 ) 

Tax I.D. No. 54-1617929 ) 

 ) 

In re: ) Chapter 11 

 ) 

PENN VIRGINIA OIL & GAS GP LLC, ) Case No. 16-32401 (___) 

 ) 

 Debtor. ) 

 ) 

Tax I.D. No. 74-3023686 ) 

 ) 

In re: ) Chapter 11 

 ) 

PENN VIRGINIA OIL & GAS LP LLC, ) Case No. 16-32402 (___) 

 ) 

 Debtor. ) 

 ) 

Tax I.D. No. 20-2768109 ) 

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 ) 

In re: ) Chapter 11 

 ) 

PENN VIRGINIA OIL & GAS, L.P., ) Case No. 16-32403 (___) 

 ) 

 Debtor. ) 

 ) 

Tax I.D. No. 76-0389487 ) 

ORDER (I) DIRECTING JOINT ADMINISTRATION OF 

CHAPTER 11 CASES AND (II) GRANTING RELATED RELIEF 

Upon the motion (the “Motion”)1 of the above-captioned debtors and debtors in 

possession (collectively, the “Debtors”) for entry of an order (this “Order”): (a) directing the 

joint administration of the Debtors’ chapter 11 cases for procedural purposes only; and 

(b) granting related relief, including the ability to add later filed cases to these chapter 11 cases, 

all as more fully set forth in the Motion; and upon the First Day Declaration; and this Court 

having jurisdiction over this matter pursuant to 28 U.S.C. §§ 157 and 1334; and this Court 

having found that this is a core proceeding pursuant to 28 U.S.C. § 157(b)(2); and that this Court 

may enter a final order consistent with Article III of the United States Constitution; and it 

appearing that venue of this proceeding and the Motion in this district is proper pursuant to 28 

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

opportunity for a hearing on the Motion were appropriate under the circumstances and no other 

notice need be provided; and this Court having reviewed the Motion and having heard the 

statements in support of the relief requested therein at a hearing before this Court 

(the “Hearing”); and this 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; and upon all of the 

 

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

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proceedings had before this Court; and after due deliberation and sufficient cause appearing 

therefor, it is HEREBY ORDERED THAT: 

1. The Motion is granted as set forth herein. 

2. The above-captioned chapter 11 cases are consolidated for procedural purposes 

only and shall be jointly administered by the Court under Case No. 16-32395 (___). 

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

IN THE UNITED STATES BANKRUPTCY COURT 

FOR THE EASTERN DISTRICT OF VIRGINIA 

RICHMOND DIVISION 

 ) 

In re: ) Chapter 11 

 ) 

PENN VIRGINIA CORPORATION, et al.,

1

 ) Case No. 16-32395 (___) 

 ) 

 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 of the Debtors other than Penn Virginia Corporation to reflect the joint 

administration of these chapter 11 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 Rules of Bankruptcy Practice and Procedure of the United 

States Bankruptcy Court for the Eastern District of Virginia 

directing joint administration for procedural purposes only of the 

chapter 11 cases of: Penn Virginia Corporation, 

 

1

 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification 

number, include: Penn Virginia Corporation (4320); Penn Virginia Holding Corp. (7384); Penn Virginia MC 

Corporation (0458); Penn Virginia MC Energy L.L.C. (0462); Penn Virginia MC Operating Company L.L.C. 

(0466); Penn Virginia Oil & Gas Corporation (7929); Penn Virginia Oil & Gas GP LLC (3686); Penn Virginia 

Oil & Gas LP LLC (8109); Penn Virginia Oil & Gas, L.P. (9487). The location of the Debtors’ service address 

is: Four Radnor Corporate Center, Suite 200, 100 Matsonford Road, Radnor, Pennsylvania 19087. 

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Case No. 16-32395; Penn Virginia Holding Corp., 

Case No. 16-32396; Penn Virginia MC Corporation, 

Case No. 16-32397; Penn Virginia MC Energy L.L.C., 

Case No. 16-32398; Penn Virginia MC Operating Company 

L.L.C., Case No. 16-32399; Penn Virginia Oil & Gas Corporation, 

Case No. 16-32400; Penn Virginia Oil & Gas GP LLC, Case 

No. 16-32401; Penn Virginia Oil & Gas LP LLC, Case 

No. 16-32402; and Penn Virginia Oil & Gas, L.P., 

Case No. 16-32403. The docket in Case No. 16-32395 should be 

consulted for all matters affecting this case.

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 chapter 11 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 track and break 

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

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

directing or otherwise effecting a substantive consolidation of these chapter 11 cases and this 

Order shall be without prejudice to the rights of the Debtors to seek entry of an Order 

substantively consolidating their respective cases. 

9. Nothing contained in the Motion or this Order shall be deemed or construed as 

precluding the Debtors from causing any of their non-Debtor, wholly owned subsidiaries from 

commencing voluntary cases under the Bankruptcy Code. 

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

of law in connection with the Motion is waived. 

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11. Notice of the Motion as provided therein is good and sufficient notice of such 

Motion and the requirements of the Bankruptcy Rules and the Local Bankruptcy Rules are 

satisfied by such notice. 

12. The Debtors are authorized to take all actions necessary to effectuate the relief 

granted in this Order in accordance with the Motion. 

13. This Court retains jurisdiction with respect to all matters arising from or related to 

the implementation, interpretation, and enforcement of this Order. 

Richmond, Virginia UNITED STATES BANKRUPTCY JUDGE 

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WE ASK FOR THIS: 

/s/ Michael A. Condyles 

Michael A. Condyles (VA 27807) 

Peter J. Barrett (VA 46179) 

Jeremy S. Williams (VA 77469) 

KUTAK ROCK LLP 

Bank of America Center 

1111 East Main Street, Suite 800 

Richmond, Virginia 23219 

Telephone: (804) 644-1700 

Facsimile: (804) 783-6192 

- and - 

Edward O. Sassower, P.C. (pro hac vice admission pending) 

Joshua A. Sussberg, P.C. 

Brian E. Schartz (pro hac vice admission pending) 

KIRKLAND & ELLIS LLP 

KIRKLAND & ELLIS INTERNATIONAL LLP 

601 Lexington Avenue

New York, New York 10022 

Telephone: (212) 446-4800 

Facsimile: (212) 446-4900 

- and - 

James H.M. Sprayregen, P.C. 

Justin R. Bernbrock (pro hac vice admission pending) 

Benjamin M. Rhode (pro hac vice admission pending) 

KIRKLAND & ELLIS LLP 

KIRKLAND & ELLIS INTERNATIONAL LLP 

300 North LaSalle 

Chicago, Illinois 60654 

Telephone: (312) 862-2000 

Facsimile: (312) 862-2200 

Proposed Co-Counsel to the Debtors 

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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