IN THE UNITED STATES BANKRUPTCY COURT FOR THE WESTERN DISTRICT OF VIRGINIA ROANOKE DIVISION

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1 Document Page 1 of 20 IN THE UNITED STATES BANKRUPTCY COURT FOR THE WESTERN DISTRICT OF VIRGINIA ROANOKE DIVISION In re: XINERGY LTD., et al., Chapter 11 Case No. 15-[ ] ( ) Debtors. 1 (Joint Administration Requested) MOTION OF DEBTORS AND DEBTORS IN POSSESSION FOR ENTRY OF AN ORDER AUTHORIZING (I) DEBTORS TO CONTINUE AND RENEW THEIR LIABILITY, PROPERTY, CASUALTY AND OTHER INSURANCE PROGRAMS AND HONOR ALL OBLIGATIONS IN RESPECT THEREOF AND (II) FINANCIAL INSTITUTIONS TO HONOR AND PROCESS RELATED CHECKS AND TRANSFERS The above-captioned debtors and debtors-in-possession (collectively, the Debtors ), by their undersigned counsel, file this motion (the Motion ) for entry of an order, the proposed form of which is attached as Exhibit A (the Order ), pursuant to sections 105(a), 363(b)(1) and 363(c)(1) of Title 11 of the United States Code, 11 U.S.C (as amended, the Bankruptcy Code ), (i) authorizing, but not directing, the Debtors to maintain, continue and renew, in their sole discretion, the Insurance Programs (defined below) and (ii) authorizing and 1 The Debtors, along with the last four digits of each Debtor s federal tax identification number, are listed on Schedule 1 attached hereto. HUNTON & WILLIAMS LLP Riverfront Plaza, East Tower 951 East Byrd Street Richmond, Virginia Telephone: (804) Facsimile: (804) Tyler P. Brown (VSB No ) Henry P. (Toby) Long, III (VSB No ) Justin F. Paget (VSB No ) Proposed Counsel to the Debtors and Debtors in Possession

2 Document Page 2 of 20 directing financial institutions to receive, process, honor and pay checks or wire transfers used by the Debtors to pay the foregoing. In support of this Motion, the Debtors rely on the Declaration of Michael R. Castle in support of the Chapter 11 Petitions and Related Motions (the Castle Declaration ). In further support of this Motion, the Debtors submit as follows: I. Jurisdiction, Venue and Predicates for Relief 1. The Court has jurisdiction over this matter pursuant to 28 U.S.C. 157 and 1334(b). Venue is proper pursuant to 28 U.S.C and This matter is a core proceeding within the meaning of 28 U.S.C. 157 (b)(2). 2. The predicates for the relief requested herein are sections 105(a), 363(b)(1) and 363(c)(1) of the Bankruptcy Code. II. Background 3. On the date hereof (the Petition Date ), each of the Debtors filed with the Court their respective voluntary petitions for relief under chapter 11 of Title 11 of the Bankruptcy Code, commencing the above-captioned chapter 11 cases. The Debtors continue to operate their businesses and manage their properties as debtors-in-possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. 4. No creditors committee has been appointed in these cases. No trustee or examiner has been appointed. 5. Contemporaneously herewith, the Debtors have filed a motion requesting joint administration of their chapter 11 cases. 6. A full description of the Debtors business operations, corporate structures, capital structures, and reasons for commencing these cases is set forth in full in the Castle Declaration, 2

3 Document Page 3 of 20 which was filed contemporaneously with this Motion and which is incorporated herein by reference. Additional facts in support of the specific relief sought herein are set forth below. III. Relief Requested 7. By this Motion, the Debtors seek entry of the Order (i) authorizing, but not directing, the Debtors to maintain, continue and renew, in their sole discretion, the Insurance Programs on an uninterrupted basis and in accordance with the same practices and procedures as were in effect before the Petition Date and (ii) authorizing and directing financial institutions to receive, process, honor and pay checks or wire transfers used by the Debtors to pay the foregoing. This would include (a) paying all amounts arising under the Insurance Programs or the financing thereof (the Insurance Obligations ), whether due and payable before or after the Petition Date and (b) renewing or obtaining new insurance policies as needed in the ordinary course of business. If the requested relief is not granted and the Insurance Programs lapse or terminate, the Debtors may well be unable to continue their operations, thereby endangering the value of the Debtors assets and substantially harming all creditors. The Insurance Programs 8. The Debtors maintain various liability, casualty, property and other insurance and reinsurance and risk control programs in the ordinary course of their businesses (the Insurance Programs ) through several private insurance carriers (the Insurance Carriers ). A summary of the Debtors principal Insurance Programs and related insurance policies is set forth on Exhibit B attached hereto. 2 2 The Debtors may have additional policies related to the Insurance Programs that are not reflected on Exhibit B. The omission of a particular insurance policy on Exhibit B is not intended to exclude that policy from the coverage of this Motion or any Order entered in connection with this Motion. 3

4 Document Page 4 of The Insurance Programs include coverage for, among other things, personal injury, property damage, operation of vehicles, theft, crime, business interruption, breach of duty by officers or directors, and various other property-related and general liabilities. All of the Insurance Programs are essential to the ongoing operation of the Debtors businesses and the preservation of the value of the Debtors. As part of their Insurance Programs, the Debtors maintain several workers compensation policies or self-insurance programs The premiums for most of the Insurance Programs (the Insurance Premiums ) are determined annually and are paid by the Debtors at policy inception or via installments through the policy term. In 2014, aggregate Insurance Premiums under the Insurance Programs totaled approximately $968,929. The Debtors believe that the vast majority of the Insurance Premiums that were due and payable on or prior to the Petition Date have been fully paid out, and estimate that the aggregate they seek authority to pay for prepetition Insurance Premiums, pursuant to this Motion, will not exceed $77, Pursuant to the Insurance Programs, the Debtors may be required to pay various deductibles or retention amounts (the Insurance Deductibles ), depending upon the type of claim and insurance policy involved. Under certain policies, the Insurance Carriers may pay claimants and then invoice the Debtors for any Insurance Deductible. In such situations, the Insurance Carriers may have prepetition claims against the Debtors. As of the Petition Date, the 3 4 A detailed discussion of the Debtors workers compensation policies and self-insurance programs is set forth in the Motion of the Debtors and Debtors in Possession for Entry of an Order (I) Authorizing Debtors to Pay Prepetition Wages, Salaries, and Benefits, (II) Authorizing Debtors to Maintain Employee Benefits Programs in the Ordinary Course of Business, (III) Authorizing Current and Former Employees to Proceed with Workers Compensation Claims, and (IV) Directing Applicable Financial Institutions to Honor and Process Related Checks and Transfers. A detailed discussion of the Debtors letters of credit and surety bond programs is set forth in the Motion of the Debtors and Debtors in Possession for Entry of Interim and Final Orders Authorizing (I) Debtors to Continue and Renew Surety Bond Program and (II) Financial Institutions to Honor and Process Related Checks and Transfers. 4

5 Document Page 5 of 20 Debtors do not believe there are any material prepetition obligations owed to Insurance Carriers relating to Insurance Deductibles but, out of an abundance of caution, the Debtors seek authority to satisfy any such prepetition obligations. IV. Basis for Relief Requested A. Continuing the Insurance Programs and Paying All Insurance Obligations Is Necessary to Preserve the Value of the Debtors Estates 12. The nature of the Debtors businesses makes it essential for the Debtors to maintain their Insurance Programs on an ongoing and uninterrupted basis. The non-payment of any premiums, deductibles or related fees under the Insurance Programs could result in one or more of the Insurance Carriers terminating or declining to renew their insurance policies or refusing to enter into new insurance policies with the Debtors in the future. If any of the Insurance Programs lapse without renewal, the Debtors could be exposed to substantial liability for personal and/or property damages, to the detriment of all parties in interest. 13. As a prerequisite for operations, certain governmental agencies also require the Debtors to maintain certain Insurance Programs. Moreover, pursuant to the terms of many of their leases and financing agreements, the Debtors are obligated to remain current with respect to certain of their primary Insurance Programs. Thus, in order for the Debtors to maintain their operations in compliance with various legal and contractual obligations, the Debtors must be able to continue their Insurance Programs without disruption. 14. Finally, as directed by the Office of the United States Trustee for the Western District of Virginia (the U.S. Trustee ), debtors in chapter 11 cases are required to maintain appropriate insurance coverage customarily carried in business in which the debtor is engaged. See Chapter 11 Guidelines, Office of the U.S. Trustee. 5

6 Document Page 6 of 20 B. The Continuation of the Insurance Programs and the Payment of the Insurance Obligations Is Justified and Should be Authorized 15. Section 105(a) of the Bankruptcy Code empowers the 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). A bankruptcy court s use of its equitable powers to authorize the payment of pre-petition debt when such payment is needed to facilitate the rehabilitation of the debtor is not a novel concept. In re Ionosphere Clubs, Inc., 98 B.R. 174, 175 (Bankr. S.D.N.Y. 1989). Under 11 U.S.C. 105 the court can permit pre-plan payment of a pre-petition obligation when essential to the continued operation of the debtor. In re NVR L.P., 147 B.R. 126, 127 (Bankr. E.D. Va. 1992) (citing Ionosphere Clubs, 98 B.R. at 177). 16. In a long line of well-established cases, federal courts have consistently permitted postpetition payment of certain prepetition obligations where necessary to preserve or enhance the value of a debtor s estate for the benefit of all creditors. See, e.g., Miltenberger v. Logansport Ry., 106 U.S. 286, 312 (1882) (payment of pre-receivership claim prior to reorganization permitted to prevent stoppage of... [crucial] business relations ); Mich. Bureau of Workers Disability Comp. v. Chateaugay Corp. (In re Chateaugay Corp.), 80 B.R. 279, (S.D.N.Y. 1987), appeal dismissed 838 F.2d 59 (2d Cir. 1988) (approving lower court order authorizing payment of prepetition wages, salaries, expenses and benefits). Indeed, a per se rule proscribing the payment of pre-petition indebtedness may well be too inflexible to permit the effectuation of the rehabilitative purposes of the Code. In re Structurlite Plastics Corp., 86 B.R. 922, 932 (Bankr. S.D. Ohio 1988). 17. This doctrine of necessity functions in a chapter 11 case as a mechanism by which the bankruptcy court can exercise its equitable power to allow payment of critical prepetition claims not explicitly authorized by the Bankruptcy Code. See In re United Am., Inc., 6

7 Document Page 7 of B.R. 776, 782 (Bankr. E.D. Va. 2005) (acknowledging the doctrine of necessity because otherwise there will be no reorganization and no creditor will have an opportunity to recoup any part of its pre-petition claim ); In re Boston & Me. Corp., 634 F.2d 1359, 1382 (1st Cir. 1980) (recognizing the existence of a judicial power to authorize trustees to pay claims for goods and services that are indispensably necessary to the debtors continued operation). Several courts apply the doctrine of necessity where payment of a prepetition claim (1) is necessary for the successful reorganization of the debtor, (2) falls within the sound business judgment of the debtor and (3) will not prejudice other unsecured creditors. United Am., 327 B.R. at 782; see also In re Universal Fin., Inc., 493 B.R. 735, (Bankr. M.D. N.C. 2013) (applying the United American three-part test); In re Corner Home Care, Inc., 438 B.R. 122, 126 (Bankr. W.D. Ky. 2010) (same). 18. The doctrine is frequently invoked early in a chapter 11 case, particularly in connection with those chapter 11 sections that relate to payment of prepetition claims. Accordingly, pursuant to section 105(a) of the Bankruptcy Code, this Court is empowered to grant the relief requested herein. 19. In addition, section 363(b)(1) of the Bankruptcy Code empowers the Court to allow the debtor to use, sell, or lease, other than in the ordinary course of business, property of the estate. 11 U.S.C. 363(b)(1). A debtor s decisions to use, sell or lease assets outside the ordinary course of business must be based upon a sound business purpose. See Comm. of Equity Sec. Holders v. Lionel Corp. (In re Lionel Corp.), 722 F.2d 1063, (2d Cir. 1983) (requiring a good business reason to approve a sale pursuant to section 363(b)); In re W.A. Mallory Co., 214 B.R. 834, 836 (Bankr. E.D. Va. 1997) ( This Court follows the sound business purpose test when examining 363(b) sales. (citing In re WBQ P ship, 189 B.R. 97, 102 7

8 Document Page 8 of 20 (Bankr. E.D. Va. 1995))); see also In re Chateaugay Corp., 973 F.2d 141, 143 (2d Cir. 1992) (holding that a judge determining a section 363(b) application must find from the evidence presented before him or her a good business reason to grant such application); In re Ionosphere Clubs, Inc., 100 B.R. 670, 675 (Bankr. S.D.N.Y. 1989) (noting that the standard for determining a section 363(b) motion is a good business reason ). 20. Indeed, courts in this and other districts have consistently and appropriately been loath to interfere with corporate decisions unless it is shown that the bankrupt s decision was one taken in bad faith or in gross abuse of the bankrupt s retained business discretion. Lubrizol Enters., Inc. v. Richmond Metal Finishers, Inc., 756 F.2d 1043, 1047 (4th Cir. 1985) (applying the business judgment rule to a debtor s decision to reject an executory contract); see also Official Comm. of Subordinated Bondholders v. Integrated Res., Inc. (In re Integrated Res., Inc.), 147 B.R. 650, 656 (S.D.N.Y. 1992), appeal dismissed, 3 F.3d 49 (2d Cir. 1993) (internal quotations omitted). 21. The Debtors submit that the requested relief represents a sound exercise of the Debtors business judgment, is necessary to avoid immediate and irreparable harm and is justified under sections 105(a) and 363(b) of the Bankruptcy Code, and all of the Debtors creditors will benefit if the requested relief is granted. Additionally, any prepetition amounts that the Debtors may pay in respect of the Insurance Programs are extremely small in light of the size of the Debtors estates and benefits to be derived therefrom. Therefore, the Debtors submit that the continuation of the Insurance Programs and the payment of all prepetition and postpetition Insurance Obligations arising thereunder are essential to preserve the Debtors assets and protect against unknowable losses. Further, for the avoidance of doubt, the Debtors are not seeking authority to prepay any of their Insurance Obligations. 8

9 Document Page 9 of Finally, section 363(c)(1) expressly grants the Debtors the authority to enter into transactions...in the ordinary course of business and use property of the estate in the ordinary course of business without notice or a hearing. Therefore, the Debtors believe they are permitted to pay all postpetition amounts due pursuant to the Insurance Programs and to renew or obtain new insurance policies as such actions are in the ordinary course of the Debtors businesses. However, out of an abundance of caution, the Debtors seek entry of an order granting the relief requested herein to avoid any disruptions to their business operations. 23. Numerous bankruptcy courts in Virginia have granted relief similar to that requested herein in other large chapter 11 cases. See, e.g., In re IBCS Mining, Inc., Case No (KRH) (Bankr. W.D. Va. July 8, 2014); In re James River Coal Co., Case No (KRH) (Bankr. E.D. Va. Apr. 10, 2014); In re Workflow Mgmt., Inc., Case No (SCS) (Bankr. E.D. Va. Oct. 7, 2010); In re Greenbrier Hotel Corp., Case No (KRH) (Bankr. E.D. Va. Mar. 20, 2009); In re S & K Famous Brands, Inc., Case No (KRH) (Bankr. E.D. Va. Feb. 10, 2009); In re Canal Corp. f/k/a Chesapeake Corp., Case No (DOT) (Bankr. E.D. Va. Dec. 30, 2008); In re Circuit City Stores, Inc., Case No (KRH) (Bankr. E.D. Va. Nov. 12, 2008); In re Movie Gallery, Inc., Case No (DOT) (Bankr. E.D. Va. Oct. 18, 2007); In re The Rowe Cos., Case No (SSM) (Bankr. E.D. Va. Sept. 20, 2006). 24. To the extent any Insurance Program or related agreement is deemed an executory contract within the meaning of section 365 of the Bankruptcy Code, the Debtors do not, at this time, seek to assume the same. Accordingly, if the Court authorizes the payments described above, such payments should not be deemed to constitute postpetition assumption, reaffirmation 9

10 Document Page 10 of 20 or adoption of the programs, policies or agreements as executory contracts pursuant to section 365 of the Bankruptcy Code. C. Applicable Financial Institutions Should be Authorized to Honor and Process Related Checks and Transfers 25. The Debtors also request that all applicable banks and other financial institutions be authorized and directed to (i) receive, process, honor and pay all checks presented for payment of, and to honor all fund transfer requests made by the Debtors related to, the claims that the Debtors request authority to pay in this Motion, regardless of whether the checks were presented or fund transfer requests were submitted before or after the Petition Date and (ii) rely on the Debtors designation of any particular check as approved by the Order; provided that funds are available in the Debtors accounts to cover the checks and fund transfers. V. Necessity for Immediate Relief 26. Bankruptcy Rule 6003 provides that [e]xcept to the extent that relief is necessary to avoid immediate and irreparable harm, the court shall not, within 21 days after the filing of the petition, issue an order granting...(b) a motion to use, sell, lease, or otherwise incur an obligation regarding property of the estate, including a motion to pay all or part of a claim that arose before the filing of the petition.... The Debtors believe that they may need to make upcoming payments related to their Insurance Programs, including payments for mine equipment liability insurance and workers compensation insurance. If such coverage falls below certain minimums required by certain governmental agencies, the Debtors would be prohibited from engaging in mining activity in the United States. If the Debtors are not permitted to continue their ordinary business operations by continuing to pay the Insurance Obligations as they become due, and to reassure the Insurance Carriers that authority has been granted to honor all such 10

11 Document Page 11 of 20 claims, the Debtors could suffer immediate and irreparable harm. Accordingly, the relief requested herein is consistent with Bankruptcy Rule VI. Request for Waiver of Stay 27. To implement the foregoing successfully, the Debtors seek a waiver of the notice requirements under Bankruptcy Rule 6004(a) and the 14-day stay of an order authorizing the use, sale or lease of property under Bankruptcy Rule 6004(h). VII. Notice 28. The Debtors have served notice of this Motion on (a) the U.S. Trustee; (b) the attorneys for an informal group of holders of the Debtors prepetition secured notes and lenders under the Debtors postpetition financing; (c) all known creditors holding secured claims against the Debtors estates; (d) those creditors holding the 30 largest unsecured claims against the Debtors estates on a consolidated basis; (e) the Internal Revenue Service; (f) the Canadian Revenue Agency; (g) the Securities and Exchange Commission; (h) the Ontario Securities Commission; (i) the United States Environmental Protection Agency; and (j) the Insurance Carriers set forth on Exhibit B attached hereto. VIII. No Previous Request 29. No previous request for the relief sought herein has been made by the Debtors to this or any other court. 11

12 Document Page 12 of 20 WHEREFORE, the Debtors respectfully request that the Court grant the relief requested herein and such other and further relief as is just and proper. DATED: April 6, 2015 Tyler P. Brown (VSB No ) Henry P. (Toby) Long, III (VSB No ) Justin F. Paget (VSB No.77979) HUNTON & WILLIAMS LLP Riverfront Plaza, East Tower 951 East Byrd Street Richmond, Virginia Telephone: (804) Facsimile: (804) Proposed Counsel to the Debtors and Debtors in Possession Respectfully submitted, /s/ Henry P. (Toby) Long, III 12

13 Document Page 13 of 20 SCHEDULE 1 (Debtor Entities) 1. Xinergy Ltd. (3697) 14. Whitewater Contracting, LLC (7740) 2. Xinergy Corp. (3865) 15. Whitewater Resources, LLC (9929) 3. Xinergy Finance (US), Inc. (5692) 16. Shenandoah Energy, LLC (6770) 4. Pinnacle Insurance Group LLC (6851) 17. High MAF, LLC (5418) 5. Xinergy of West Virginia, Inc. (2401) 18. Wise Loading Services, LLC (7154) 6. Xinergy Straight Creek, Inc. (0071) 19. Strata Fuels, LLC (1559) 7. Xinergy Sales, Inc. (8180) 20. True Energy, LLC (2894) 8. Xinergy Land, Inc. (8121) 21. Raven Crest Mining, LLC (0122) 9. Middle Fork Mining, Inc. (1593) 22. Brier Creek Coal Company, LLC (9999) 10. Big Run Mining, Inc. (1585) 23. Bull Creek Processing Company, LLC (0894) 11. Xinergy of Virginia, Inc. (8046) 24. Raven Crest Minerals, LLC (7746) 12. South Fork Coal Company, LLC (3113) 25. Raven Crest Leasing, LLC (7844) 13. Sewell Mountain Coal Co., LLC (9737) 26. Raven Crest Contracting, LLC (7796) 13

14 Document Page 14 of 20 EXHIBIT A

15 Document Page 15 of 20 IN THE UNITED STATES BANKRUPTCY COURT FOR THE WESTERN DISTRICT OF VIRGINIA ROANOKE DIVISION In re: XINERGY LTD., et al., Chapter 11 Case No. 15-[ ] ( ) Debtors. 1 (Joint Administration Requested) ORDER AUTHORIZING (I) DEBTORS TO CONTINUE AND RENEW THEIR LIABILITY, PROPERTY, CASUALTY AND OTHER INSURANCE PROGRAMS AND HONOR ALL OBLIGATIONS IN RESPECT THEREOF AND (II) FINANCIAL INSTITUTIONS TO HONOR AND PROCESS RELATED CHECKS AND TRANSFERS Upon the motion (the Motion ) 2 of the above-captioned debtors and debtors-inpossession (collectively, the Debtors ) for entry of an order (i) authorizing, but not directing, the Debtors to maintain, continue and renew, in their sole discretion, the Insurance Programs and (ii) authorizing and directing financial institutions to receive, process, honor and pay checks or 1 2 The Debtors, along with the last four digits of each Debtor s federal tax identification number, are listed on Schedule 1 attached to the Motion. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Motion. HUNTON & WILLIAMS LLP Riverfront Plaza, East Tower 951 East Byrd Street Richmond, Virginia Telephone: (804) Facsimile: (804) Tyler P. Brown (VSB No ) Henry P. (Toby) Long, III (VSB No ) Justin F. Paget (VSB No ) Proposed Counsel to the Debtors and Debtors in Possession

16 Document Page 16 of 20 wire transfers used by the Debtors to pay the foregoing; the Court finds that (a) it has jurisdiction over the matters raised in the Motion pursuant to 28 U.S.C. 157 and 1334; (b) this is a core proceeding pursuant to 28 U.S.C. 157(b)(2); (c) the relief requested in the Motion is in the best interest of the Debtors, their estates and creditors, and is necessary to avoid immediate and irreparable harm to the Debtors; (d) proper and adequate notice of the Motion and the hearing thereon has been given and that no other or further notice is necessary; and (e) upon the record herein after due deliberation thereon, good and sufficient cause exists for the granting of the relief as set forth herein. Therefore, IT IS HEREBY ORDERED THAT: 1. The relief requested in the Motion is hereby GRANTED. 2. The Debtors are, in their sole discretion, authorized, but not required, to maintain their Insurance Programs without interruption and in accordance with the same practices and procedures as were in effect prior to the commencement of the Debtors chapter 11 cases. 3. The Debtors are, in their sole discretion, authorized, but not required, to pay any amounts arising under the Insurance Programs or the financing thereof, whether due and payable before or after the commencement of these chapter 11 cases. 4. The Debtors are, in their sole discretion, authorized, but not required, to renew or obtain new insurance policies or execute other agreements in connection with their Insurance Programs, including, without limitation, upon the expiration or termination of any Insurance Program. 5. All applicable banks and other financial institutions are hereby authorized and directed to receive, process, honor and pay any and all checks, drafts, wires, check transfer requests or automated clearing house transfers evidencing amounts paid by the Debtors under 2

17 Document Page 17 of 20 this Order whether presented prior to, on or after the Petition Date to the extent the Debtors have good funds standing to their credit with such bank or other financial institution. Such banks and financial institutions are authorized to rely on the representations of the Debtors as to which checks are issued or authorized to be paid pursuant to this Order without any duty of further inquiry and without liability for following the Debtors instructions. 6. Nothing in this Order or the Motion shall be construed as prejudicing the rights of the Debtors to dispute or contest the amount of or basis for any claims against the Debtors in connection with or relating to the Debtors Insurance Programs. 7. To the extent any Insurance Program or related agreement is deemed an executory contract within the meaning of section 365 of the Bankruptcy Code, neither this Order nor any payments made in accordance with this Order shall constitute the postpetition assumption or reaffirmation of those Insurance Programs or related agreements under section 365 of the Bankruptcy Code. 8. Notwithstanding anything to the contrary contained herein, any payment to be made, or authorization contained, hereunder shall be subject to the requirements imposed on the Debtors under any approved debtor-in-possession financing facility (including with respect to any budgets governing or relating thereto). 9. The Debtors are authorized and empowered to take all actions necessary to implement the relief granted in this Order. 10. The notice procedures set forth in the Motion are good and sufficient notice and satisfy Bankruptcy Rule 9014 by providing the parties with notice and an opportunity to object and be heard at a hearing. 3

18 Document Page 18 of Notwithstanding any Bankruptcy Rule (including, but not limited to, Bankruptcy Rule 6004(h)) or Local Bankruptcy Rule that might otherwise delay the effectiveness of this Order, the terms and conditions of this Order shall be immediately effective and enforceable upon its entry. 12. Nothing in this Order shall be deemed to constitute (a) a grant of third-party beneficiary status or bestowal of any additional rights on any third party or (b) a waiver of any rights, claims or defenses of the Debtors. 13. The requirements of Bankruptcy Rule 6003 are satisfied. 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 UNITED STATES BANKRUPTCY JUDGE WE ASK FOR THIS: /s/ Henry P. (Toby) Long, III Tyler P. Brown, Esquire (VSB No ) Henry P. (Toby) Long, III (VSB No ) Justin F. Paget (VSB No ) HUNTON & WILLIAMS LLP Riverfront Plaza, East Tower 951 East Byrd Street Richmond, VA Tel: (804) Fax: (804) Proposed Counsel to the Debtors and Debtors in Possession Entered on Docket: 4

19 Document Page 19 of 20 EXHIBIT B

20 Document Page 20 of 20 Coverage Underwriter Policy Number Policy Term Property Federal Insurance Company /01/ /01/15 Workers Comp BrickStreet WCB /05/14-05/05/15 D&O American International Group /01/15-07/01/15 Pollution Federal Insurance Company /01/14-07/01/15 Excess Alterra Excess & Surplus Insurance Co. MAX6IM /01/14-07/01/15 Excess Lexington Insurance /01/14-07/01/15 Excess American International Group /01/14-07/01/15 Excess D&O Ironshore C /01/14-07/01/15 Employment and Fiduciary Liability American International Group /01/14-07/01/15 Employment Practices Liability American International Group /01/14-07/01/15 Crime American International Group /01/14-07/01/15 Automobile Federal Insurance Company /01/14-07/01/15