Case hdh11 Doc 223 Filed 12/26/17 Entered 12/26/17 15:19:42 Page 1 of 163

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1 Case hdh11 Doc 223 Filed 12/26/17 Entered 12/26/17 15:19:42 Page 1 of 163 Gregory G. Hesse (Texas Bar No ) HUNTON & WILLIAMS LLP 1445 Ross Avenue Suite 3700 Dallas, Texas Telephone: (214) Tyler P. Brown (admitted pro hac vice) Jason W. Harbour (admitted pro hac vice) HUNTON & WILLIAMS LLP Riverfront Plaza, East Tower 951 East Byrd Street Richmond, Virginia Telephone: (804) Counsel to the Debtors and Debtors in Possession IN THE UNITED STATES BANKRUPTCY COURT FOR THE NORTHERN DISTRICT OF TEXAS DALLAS DIVISION In re: THINK FINANCE, LLC, et al., Debtors. 1 Chapter 11 Case No (HDH) (Jointly Administered) MOTION OF THE DEBTORS AND DEBTORS IN POSSESSION FOR ENTRY OF AN ORDER MODIFYING THE AUTOMATIC STAY TO ALLOW FOR PAYMENT BY THE INSURER UNDER CERTAIN D&O INSURANCE POLICIES AND ESTABLISHING PROCEDURES RELATED TO THE SAME A HEARING WILL BE CONDUCTED ON THIS MATTER ON JANUARY 18, 2018, AT 1:30 P.M. (PREVAILING CENTRAL TIME) AT THE UNITED STATES BANKRUPTCY COURT FOR THE NORTHERN DISTRICT OF TEXAS, 1100 COMMERCE STREET, 14TH FLOOR, COURTROOM #3, DALLAS, TX IF YOU OBJECT TO THE RELIEF REQUESTED IN THIS MOTION, YOU MUST RESPOND IN WRITING BY FILING YOUR RESPONSE WITH THE CLERK OF THE BANKRUPTCY COURT SO THAT IT IS RECEIVED NO LESS THAN SEVEN (7) DAYS BEFORE THE DATE OF THE HEARING REGARDING THIS MOTION, OR ON OR BEFORE JANUARY 11, YOU MUST SERVE A COPY OF YOUR RESPONSE ON THE PARTIES INCLUDED ON THE MASTER SERVICE LIST FILED WITH THE COURT. IF YOU FAIL TO DO SO, THE COURT MAY TREAT THIS MOTION AS UNOPPOSED AND GRANT THE RELIEF REQUESTED HEREIN. 1 The Debtors in these cases, along with the last four digits of each Debtor s federal tax identification number, are: Think Finance, LLC (6762), Think Finance SPV, LLC (4522), Financial U, LLC (1850), TC Loan Service, LLC (3103), Tailwind Marketing, LLC (1602), TC Administrative Services, LLC (4558), and TC Decision Sciences, LLC (8949).

2 Case hdh11 Doc 223 Filed 12/26/17 Entered 12/26/17 15:19:42 Page 2 of 163 The above-captioned debtors and debtors-in-possession (collectively, the Debtors ), by their undersigned counsel, hereby move (the Motion ) the Court, pursuant to sections 105(a), 362, and 541 of the United States Bankruptcy Code, 11 U.S.C. 101 et seq. (the Bankruptcy Code ), Rule 4001 of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules ), and Rule of the Local Bankruptcy Rules for the United States Bankruptcy Court for the Northern District of Texas (the Local Rules ), for entry of an order in substantially the form annexed hereto as Exhibit A (the Proposed Order ), granting relief from the automatic stay to the extent necessary to permit the Debtors insurer to make payments to insureds (collectively, the D&Os ) under the D&O Policies (defined below) and establishing procedures related to the same. In support of the Motion, the Debtors set forth 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 28 U.S.C. 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 sought herein are sections 105(a), 362 and 541 of the Bankruptcy Code, Bankruptcy Rules 4001, and Local Rule II. Background A. The Chapter 11 Cases 3. On October 23, 2017 (the Petition Date ), each of the Debtors filed with the Court its respective voluntary petition for relief under chapter 11 of the Bankruptcy Code, commencing the above-captioned chapter 11 cases. On October 27, 2017, the Court entered an order authorizing the joint administration of these chapter 11 cases [Doc. No. 34]. 2

3 Case hdh11 Doc 223 Filed 12/26/17 Entered 12/26/17 15:19:42 Page 3 of On November 2, 2017, the United States Trustee appointed the Official Unsecured Creditors Committee in these chapter 11 cases. No trustee or examiner has been appointed. 5. 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 Declaration of Barney Briggs in support of the Debtors Chapter 11 Petitions and First Day Pleadings [Doc. No. 12] (the Briggs Declaration ), which is incorporated herein by reference. Additional facts in support of the specific relief sought herein are set forth below. B. The D&O Policies 6. Prior to the Petition Date, Illinois National Insurance Company, a subsidiary of American International Group (the Insurer ), issued to the Debtors (i) a Director and Officers and Private Company Insurance Policy, Policy No (the 2013 D&O Policy ) for the policy period of December 1, 2012 to December 1, 2013, and (ii) a Director and Officers and Private Company Insurance Policy, Policy No (the 2014 D&O Policy ; together with the 2013 D&O Policy, the D&O Policies ) for the policy period of May 1, 2014 to May 1, A copy of the 2013 D&O Policy is annexed as Exhibit B to this Motion, and a copy of the 2014 D&O Policy is annexed as Exhibit C to this Motion. 7. As set forth in section 1 of the D&O Policies, each of these policies provides Coverage A: Individual Insured Insurance to pay the Loss of each and every Director, Officer, or Employee of the Company arising from a Claim first made against such Insureds during the Policy Period or the Discovery Period (if applicable)... for any actual or alleged Wrongful Act in their respective capacities as Directors, Officers or Employees except when and to the extent the Company has indemnified such Insureds. 3

4 Case hdh11 Doc 223 Filed 12/26/17 Entered 12/26/17 15:19:42 Page 4 of Additionally, as set forth in section 1 of the D&O Policies, each of these policies also provides Coverage B: Private Company Insurance that shall pay the Loss of the Company arising from a: (i) Claim first made against the Company, or (ii) Claim first made against an Individual Insured..., but in the case of (ii) above, only when and to the extent that the Company has indemnified the Individual Insured for such Loss Section 6 of Endorsement 19 to both of the D&O Policies provides that, in the event of a loss arising from a covered claim, the Insurer must first pay losses under Coverage A, then with respect to whatever remaining amount of the Limit of Liability is available after payment of such Loss... then pay such Loss for which coverage is provided by Coverage B of the policy. Section 6 of Endorsement 19 to both of the D&O Policies also provides that [i]n the event of Loss arising from a Claim(s) for which payment is due under the provisions of this policy... the Insurer shall... (a) first pay such Loss for which coverage is provided under Coverage A of the policy, then (b) either pay or hold payment of such Loss for which coverage is provided by Coverage B of the policy. Accordingly, the D&O Policies provide for immediate payment of the D&O s claims ahead of any payment that may be made to the Debtors. 10. As this Court knows, on November 13, 2014, the Commonwealth of Pennsylvania filed an action in the Philadelphia Court of Common Pleas, captioned Commonwealth of Pennsylvania v. Think Finance, Inc., et al., which subsequently was removed to the United States District Court for the Eastern District of Pennsylvania, Civil Action No JCJ (the Pennsylvania Lawsuit ). By the Pennsylvania Lawsuit, the Commonwealth of Pennsylvania asserts claims against, among other defendants, each of the Debtors and the former CEO of a predecessor company to Debtor Think Finance, LLC, Mr. Kenneth Rees ( Mr. Rees ). 4

5 Case hdh11 Doc 223 Filed 12/26/17 Entered 12/26/17 15:19:42 Page 5 of On December 15, 2017, this Court entered the Order Granting Commonwealth of Pennsylvania s Motion for Determination that Its Regulatory Action Against the Debtors Is Excluded from the Automatic Stay, Pursuant to 11 U.S.C. 362(b)(4) [Doc. No. 201], determining, among other things, that the Commonwealth of Pennsylvania may proceed with the Pennsylvania Lawsuit against all defendants, including, but not limited to, the Debtors. 12. Prior to the Petition Date, Mr. Rees sought indemnity from the Debtors for his attorneys fees and expenses being incurred in connection with the Pennsylvania Lawsuit, and the Debtors have made claims under the D&O Policies for the Debtors potential indemnity liability for those same defense costs. Prior to the Petition Date, the insurer paid a portion of those claims to reimburse the Debtors for indemnity payments made to Mr. Rees for his defense costs Mr. Rees also has been named a defendant in litigation filed against the Debtors in Vermont and Virginia. Despite demand for coverage by the Debtors, the insurer has not provided coverage to date under the D&O policies for these lawsuits. Additional claims may be asserted against persons or entities to whom the Debtors may owe indemnity obligations arguably covered by the D&O Policies, which might give rise to additional claims on these polices by others. 14. Since the Petition Date, the Debtors have advised counsel to Mr. Rees that the Debtors cannot continue to provide payments toward his defense costs under any indemnity obligations owed to Mr. Rees, but that the Debtors would not object to Mr. Rees seeking 2 The Insurer had been paying such claims pursuant to an allocation agreement between the Debtors and the Insurer, by which the parties reserved all rights, obligations and defenses under the D&O Policies. Nothing herein shall waive the parties rights, obligations and defenses under the D&O Policies. 5

6 Case hdh11 Doc 223 Filed 12/26/17 Entered 12/26/17 15:19:42 Page 6 of 163 payment directly from the insurer of the D&O Policies to the extent of coverage available thereunder. 15. The insurer under the D&O Policies has advised that it will only consider paying proceeds of the D&O Policies for claims of Mr. Rees arising out of the Pennsylvania Lawsuit, and subject to a complete reservation of rights, upon this Court entering an order granting relief from the automatic stay to the extent necessary to allow for such payments. The Debtors are willing to consent to such relief provided that this Court establishes procedures for access to proceeds of the D&O Policies by Mr. Rees for his indemnity claims relating to the Pennsylvania Lawsuit or any other lawsuit, and for any claims asserted by any other claimant under the D&O Policies. III. Relief Requested 16. By this Motion, the Debtors seek the entry of the Proposed Order granting relief from the automatic stay to the extent necessary to permit the Insurer to make payments to D&Os under the D&O Policies To be clear, the Debtors are not requesting a determination of the Insurer s obligation to pay any particular expense or claim of the D&Os. Rather, the Debtors seek only the entry of an order modifying the automatic stay to the extent applicable to allow the Insurer to fulfill its obligations, whatever they may be, to pay claims and expenses of the D&Os under the terms of the D&O Policies. 17. The Debtors also seek approval of the following procedures to govern access to the proceeds of the D&O Policies (the Access Procedures ): a. Substantially contemporaneously with submitting a request for payment to the Insurer, the D&O or the Debtors, as applicable, shall provide to counsel for the Debtors, the Committee, and any D&O that has asserted a claim to the D&O Policies (collectively, the Notice Parties ), a written statement disclosing the aggregate amount of such request for payment and documentation supporting such request for payment. The Notice 6

7 Case hdh11 Doc 223 Filed 12/26/17 Entered 12/26/17 15:19:42 Page 7 of 163 Parties shall have twenty-one (21) days to object to such payment. Any Notice Party who objects to such payment shall notify all of the other Notice Parties and the Insurer of its objection, and if such objection cannot be resolved consensually, shall, within twenty-one (21) days of providing such notice, seek relief from this Court or another mutually agreeable forum to resolve such objection prior to payment. b. By the fifteenth (15 th ) day of each month, the Insurer shall provide the Notice Parties with a report indicating (i) the amount of proceeds of the D&O Policies paid to each D&O or the Debtors during the prior month; (ii) the total amount of proceeds of the D&O Policies paid as of the last day of the prior month; and (iii) the total remaining amount of coverage limits available under the D&O Policies. IV. Basis for the Relief Requested A. Cause Exists to Modify the Automatic Stay to Allow for Payment of Proceeds of the D&O Policies 18. Section 362(d)(1) provides that, [on] request of a party in interest and after notice and a hearing, the Court shall grant relief from the stay provided under subsection (a) of this section, such as by terminating, annulling, modifying or conditioning such stay (1) for cause U.S.C. 362(d). Cause is determined on a case-by-case basis and is within the discretion of the court. See, e.g., In re Adelphia Commc ns Corp., 285 B.R. 580, 593 (Bankr. S.D.N.Y. 2002), vacated and remanded on other grounds, 298 B.R. 49, 53 (S.D.N.Y. 2003). 19. The Debtors submit that cause exists to lift the automatic stay to the extent necessary to permit the Insurer to pay claims of D&Os from the proceeds of the D&O Policies. Specifically, it is well settled that insurance policies are property of the estate and covered by the automatic stay provisions of the Bankruptcy Code. See MacArthur Co. v. Johns-Manville Corp., 837 F.2d 89 (2d Cir 1988). However, courts have distinguished between ownership of a policy and ownership of the proceeds of a policy. While courts have not been uniform in their analysis, where a policy provides for payment only to a third party such as payments to officers and directors under an executive insurance policy or where the debtor has a right of coverage or 7

8 Case hdh11 Doc 223 Filed 12/26/17 Entered 12/26/17 15:19:42 Page 8 of 163 indemnification, but such right is hypothetical or speculative, courts have held that the proceeds of such policy are not property of the bankruptcy estate. See, e.g., In re Adelphia Commc ns Corp., 298 B.R. 49, 53 (S.D.N.Y. 2003) (holding that insurance proceeds were not property of the estate where it had not been suggested that debtors had made any payment for which they may be entitled to indemnification under policy or that any such payments were then contemplated); In re Allied Digital Techs., Corp., 306 B.R. 505, 510 (Bankr. D. Del. 2004) (holding that proceeds of D&O insurance policy were not property of the estate where debtor s indemnification right under the policy was speculative and direct coverage of debtor under policy was hypothetical); In re La. World Exposition, Inc., 832 F.2d 1391, 1401 (5th Cir. 1987) (holding that proceeds of a D&O policy belonged only to the officers and directors and, therefore, were not property of the estate); In re World Health Alternatives, Inc., 369 B.R. 805, 809 (Bankr. D. Del. 2007) (when proceeds of a policy are payable to the directors and officers and not the estate, the proceeds are not property of the estate); See In re First Cent. Fin. Corp., 238 B.R. 9, 18 (Bankr. E.D.N.Y. 1999) (holding that circumstances that may give rise to entity coverage were highly remote and therefore proceeds were not property of estate). 20. In determining whether proceeds are property of the estate, courts review the language and scope of the policy at issue. Allied Digital, 306 B.R. at 509; see also In re CyberMedia, Inc., 280 B.R. 12, 16 (Bankr. D. Mass. 2002); In re Jones, 179 B.R. 450, 455 (Bankr. E.D. Pa. 1995) (respective rights of debtors and non-debtors to insurance proceeds must be ascertained by reference to the parties contractual rights pursuant to the interpretation of the pertinent contractual provisions under applicable state law ). In the context of defense costs to be provided to directors and officers pursuant to a debtor s insurance policy, [i]t is not uncommon for courts to grant stay relief to allow payment of defense costs or settlement costs to 8

9 Case hdh11 Doc 223 Filed 12/26/17 Entered 12/26/17 15:19:42 Page 9 of 163 directors and officers, especially when there is no evidence that direct coverage of the debtor will be necessary. Allied Digital, 306 B.R. at 513 (finding cause to lift the automatic stay, to the extent the insurance proceeds were property of the estate, to authorize an insurer to advance defense costs to directors and officers in accordance with the terms of a D&O policy). 21. Where, the insurer s payments will be made pursuant to Coverage A, which provides insurance coverage for directors and officers who are not currently being indemnified (in this case because of the Debtors bankruptcy), courts have held the proceeds are not property of the Debtors estates. Miller v. McDonald (In re World Health Alternatives, Inc.), 369 B.R. 805, 811 (Bankr. D. Del. 2007) (proceeds are not property of the estate where only directors and officers, and not the debtor, had a right to recovery from the policy s Coverage A). 22. Accordingly, cause exists to modify the automatic stay to allow the D&Os to enforce their rights and/or receive proceeds payable under the D&O policies. Coverage A of the D&O Policies provides for direct coverage earmarked for and recoverable solely by the D&Os. The Debtors rights to proceeds are contractually subordinated to the rights of the D&Os under the D&O Policies. Moreover, to the extent any of the D&Os are not able to assert claims to the proceeds of the D&O Policies, the D&Os may seek to assert indemnification claims against the estates for such amounts. Consequently, coverage of the D&Os under the D&O Policies will reduce or eliminate the claims that the D&Os could assert against the estates. 23. Therefore, the Debtors submit that cause exists to modify the automatic stay to the extent necessary to permit the Insurer to make payments to D&Os under the D&O Policies. B. The Court Should Approve the Access Procedures 24. However, in order to protect any potential interests of the Debtors and their estates, as well as any other D&Os, in the proceeds of the D&O Policies, and to avoid 9

10 Case hdh11 Doc 223 Filed 12/26/17 Entered 12/26/17 15:19:42 Page 10 of 163 unnecessary disputes concerning access to such proceeds, the Court has the discretionary authority, pursuant to sections 105 and 362 of the Bankruptcy Code, to limit and condition access to the proceeds of the D&O Policies. 25. As explained above, it is anticipated that other D&Os and possibly the Debtors could assert claims to proceeds of the D&O Policies. Accordingly, the Debtors submit that the proposed Access Procedures are in the best interest of the Debtors and all parties in interest because the Access Procedures balance the competing interests of the D&Os in the proceeds of the D&O Policies by allowing payments, while providing for a mechanism to monitor any such payment. 26. As a result, the Debtors request that the Court exercise its discretion and approve the Access Procedures. V. Request for Waiver of Stay 27. Bankruptcy Rule 6004(h) provides that [a]n order authorizing the use, sale, or lease of property other than cash collateral is stayed until the expiration of 14 days after entry of the order, unless the court orders otherwise. To ensure successful implementation of the foregoing, the Debtors seek a waiver of the 14-day stay. VI. Notice 28. Notice of this Motion has been provided in accordance with the Order Granting Complex Chapter 11 Bankruptcy Case Treatment [Doc. No. 39] entered by this Court on October 27, In addition, the Debtors have served Notice of this Motion on the Insurer and all known D&Os that could assert a claim against the D&O Policies. The Debtors submit that no other or further notice need be provided. 10

11 Case hdh11 Doc 223 Filed 12/26/17 Entered 12/26/17 15:19:42 Page 11 of 163 WHEREFORE, the Debtors respectfully request that the Court grant the Debtors the relief requested herein and such other and further relief as the Court deems just and proper. DATED: December 26, 2017 Respectfully submitted, /s/ Gregory G. Hesse Gregory G. Hesse (Texas Bar No ) HUNTON & WILLIAMS LLP 1445 Ross Avenue Suite 3700 Dallas, Texas Telephone: (214) and- Tyler P. Brown (admitted pro hac vice) Jason W. Harbour (admitted pro hac vice) HUNTON & WILLIAMS LLP Riverfront Plaza, East Tower 951 East Byrd Street Richmond, Virginia Telephone: (804) Counsel to the Debtors and Debtors in Possession 11

12 Case hdh11 Doc 223 Filed 12/26/17 Entered 12/26/17 15:19:42 Page 12 of 163 EXHIBIT A PROPOSED ORDER

13 Case hdh11 Doc 223 Filed 12/26/17 Entered 12/26/17 15:19:42 Page 13 of 163 IN THE UNITED STATES BANKRUPTCY COURT FOR THE NORTHERN DISTRICT OF TEXAS DALLAS DIVISION In re: THINK FINANCE, LLC, et al., Debtors. 1 Chapter 11 Case No (HDH) (Jointly Administered) ORDER APPROVING MOTION OF THE DEBTORS AND DEBTORS IN POSSESSION FOR ENTRY OF AN ORDER MODIFYING THE AUTOMATIC STAY TO ALLOW FOR PAYMENT BY THE INSURER UNDER CERTAIN D&O INSURANCE POLICIES AND ESTABLISHING PROCEDURES RELATED TO THE SAME Upon the motion (the Motion ) 2 of the above-captioned debtors and debtors-inpossession (collectively, the Debtors ) for entry of an order, pursuant to sections 105(a), 362 and 541 of the Bankruptcy Code, Rule 4001 of the Bankruptcy Rules, and Rule of the 1 The Debtors in these cases, along with the last four digits of each Debtor s federal tax identification number, are: Think Finance, LLC (6762), Think Finance SPV, LLC (4522), Financial U, LLC (1850), TC Loan Service, LLC (3103), Tailwind Marketing, LLC (1602), TC Administrative Services, LLC (4558), and TC Decision Sciences, LLC (8949). Motion. 2 Unless otherwise defined herein, each capitalized term shall have the meaning ascribed to it in the

14 Case hdh11 Doc 223 Filed 12/26/17 Entered 12/26/17 15:19:42 Page 14 of 163 Local Rules, for entry of an order granting relief from the automatic stay to the extent necessary to permit Illinois National Insurance Company, a subsidiary of American International Group (the Insurer ), to make payments to insureds (collectively, the D&Os ) under the (i) Director and Officers and Private Company Insurance Policy, Policy No (the 2013 D&O Policy ) for the policy period of December 1, 2012 to December 1, 2013, and (ii) a Director and Officers and Private Company Insurance Policy, Policy No (the 2014 D&O Policy ; together with the 2013 D&O Policy, the D&O Policies ) for the policy period of December 1, 2014 to December 1, 2015, and establishing procedures related to the same: the Court finds that: (a) it has jurisdiction to consider the Motion and the relief requested therein pursuant to 28 U.S.C. 157 and 1334; (b) this is a core proceeding pursuant to 28 U.S.C. 157(b); (c) venue is proper before this court pursuant to 28 U.S.C and 1409; (d) the relief requested in the Motion is in the best interests of the Debtors, their estates and creditors; (e) proper and adequate notice of the Motion and the hearing thereon has been given and no other or further notice is necessary; and (g) upon the record herein, and 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 Motion is GRANTED. 2. The automatic stay imposed by section 362(a) of the Bankruptcy Code, to the extent applicable, is hereby modified to, and without further order of this Court, permit the Insurer to make payments to D&Os from the proceeds of the D&O Policies pursuant to the terms and conditions of the D&O Policies and the Access Procedures (defined below). 2

15 Case hdh11 Doc 223 Filed 12/26/17 Entered 12/26/17 15:19:42 Page 15 of 163 Policies: 3. The following Access Procedures shall govern access to the proceeds of the D&O a. Substantially contemporaneously with submitting a request for payment to the Insurer, the D&O or the Debtors, as applicable, shall provide to counsel for the Debtors, the Committee, and any D&O that has asserted a claim to the D&O Policies (collectively, the Notice Parties ), a written statement disclosing the aggregate amount of such request for payment and documentation supporting such request for payment. The Notice Parties shall have twenty-one (21) days to object to such payment. Any Notice Party who objects to such payment shall notify all of the other Notice Parties and the Insurer of its objection, and if such objection cannot be resolved consensually, shall, within twenty-one (21) days of providing such notice, seek relief from this Court or another mutually agreeable forum to resolve such objection prior to payment. b. By the fifteenth (15 th ) day of each month, the Insurer shall provide the D&O Policies paid to each D&O or the Debtors during the prior month; (ii) the total amount of proceeds of the D&O Policies paid as of the last day of the prior month; and (iii) the total remaining amount of coverage limits available under the D&O Policies. 4. All parties to the D&O Policies reserve all rights, obligations and defenses that they would otherwise have. 5. Notwithstanding any Bankruptcy Rule or Local 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. 6. This Court retains jurisdiction with respect to all matters arising from or related to the implementation of this Order. ###END OF ORDER### 3

16 Case hdh11 Doc 223 Filed 12/26/17 Entered 12/26/17 15:19:42 Page 16 of 163 Submitted by: /s/ Gregory G. Hesse Gregory G. Hesse (Texas Bar No ) HUNTON & WILLIAMS LLP 1445 Ross Avenue Suite 3700 Dallas, Texas Telephone: (214) and- Tyler P. Brown (admitted pro hac vice) Jason W. Harbour (admitted pro hac vice) HUNTON & WILLIAMS LLP Riverfront Plaza, East Tower 951 East Byrd Street Richmond, Virginia Telephone: (804) Counsel to the Debtors and Debtors in Possession 4

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