Case 14-10979 Doc 1 Filed 04/29/14 Page 1 of 29 B1 (Official Form 1) (0403) UNITED STATES BANKRUPTCY Coiinr DISTRICT or DELAWARE Name of Debtor (if individual, enter Last, First, Middle): Energy Future Holdings Corp. Name of Joint Debtor (Spouse) (Last, First, Middle): All Other Names used by the Debtor in the last 8 years (include married, maiden, and trade names): See Rider 1 All Other Names used by the Joint Debtor in the last 8 years (include married, maiden, and trade names): Last four digits of Soc. See, or Individual-Taxpayer. I.D. EIN (if more than one, state all): 46-2488310 Last four digits of Soc. See. or Individual-Taxpayer I.D. BIN (if more than one, state all): Street Address of Debtor (No. and Street, City, and State): Energy Plaza 1601 Bryan Street Dallas, Texas IEIP CODE 7520lI Street Address of ioint Debtor (No. and Street, City, and State): IEIP CODE I County of Residence or of the Principal Place of Business: Dallas County of Residence or of the Principal Place of Business: Mailing Address of Debtor (if different from street address): IZIP CODE I Mailing Address of }oint Debtor (if different from street address): CODE I Location of Principal Assets of Business Debtor (if different from street address above): IEIP CODE I Type of Debtor Nature of Business Chapter of Bankruptcy Code Under Which the (Form of Or anization) (Check one box.) Petition is Filed [Check one boxChapter 7 El Chapter 15 Petition for I3 Individual (includes Joint Debtors) El Single Asset Real Estate as de?ned in ll Chap,? 9 Recognition of a Fomign -10% Exhibit on page 2 U.S.C. l0l(5 lB) Chapmr ,1 Main Proceeding Corporation (includes LLC and LLP) Railroad Cha 1 pic; 12 Chapter? 15 Petition for gzg1tner'IS$13P bt t_t_ El Chapter :3 Recognition of a Foreign checfli this El Clearing Bank Nonmam Pmceedmg Other: Energy Chapter 15 Debtors Tax-Exempt Entity Nature of Debts 1 (Check box, if applicable.) (Check one box.) Country of debtor center of main interests. Debtor is a tax-exempt organization '3 Debts are ?9?5UmeT Debts are Each Density in which a foreign preceding be under title 26 ofthe United States Code debts, de?ned In 11 primarily regarding, or against debtor is pending: (the Internal Revenue coda 101(3) as ?incurred by an individual rimaril for a 13 3? personal, family, or household purpose.? Filing Fee (Check one box.) Chapter 11 Debtors Fall Filing Fee attached. Check one box: Ll Filing Fee to be paid in installments (applicable to individuals only). Must attach signed application for the co1.iIt?s consideration certifying that the debtor is unable to pay fee except in installments. Rule ]006(b). See Official Form 3A. El Filing Fee waiver requested (applicable to chapter 7 individuals only). Must attach signed application for the court?s consideration. See Official Fonn 3B. CI Debtor is a small business debtor as defined in 11 U.S.C. 10l(51D). Debtor is not a small business debtor as defined in ll U.S.C. 10l(51D). Check if: El Debtor?s aggregate noncontingent liquidated debts (excluding debts owed to insiders or affilia.tes) are less than $2,490,925 sirbjeci to on 4/0 6 and every three years Check all applicable boxes: El A plan is being filed with this petition. El Acceptances of the plan were solicited prcpetition from one or more classes of creditors, in accordance with ll U.S.C. Statisticali?Administrative Information THIS SPACE IS Debtor estimates that funds will be available for distribution to unsecured creditors. USE Debtor estimates that, after any exempt property is excluded and administrative expenses paid, there will be no funds available for distribution to unsecured creditors. Estimated Nninber of Creditors (on a consolidated basisl-49 50-99 100~l99 200-999 1,000-5,000 5,00l- l0,001- 25,001-50,000 50,001? Oval. 10,000 25,000 100,000 100 000 Estiinated Assets (on a coiisoljdated basis$50,001 to $100,001 to $500,001 $1,000,001 $10,000,001 $50,000,001 $100,000,001 $500,000,001 More than $50,000 $100,000 $500,000 to $1 to $10 to $50 1.0 $100 to to $1 billion 31 million million million million Estimated Liabilities (on a consolidated basis$50,001 to $100,001 to $500,00l to $1,000,001 $l0,000,00l $50,000,001 $100,000,001 $500,000,001 More than $50,000 $100,000 $500,000 $1 million to $10 to $50 to $100 to $500 to $1 billion $1 billion million million million million Case 14-10979 Doc 1 Filed 04/29/14 Page 2 of 29 B1 (Official Form 1) (OM13) Page 2 Voluntary Petition Name of Debtor(s): rmist be completed and filed in every case.) Energy Future Holdings Corp. All Prior Bankruptcy Cases Filed Within Last 8 Years (If more than two, attach additional sheet.) Location Case Number: Date Filed: Where Filed: Location Case Number: Date Filed: Where Filed: Pending Bankruptcy Case Filed by any Spouse, Partner, or Affiliate of this Debtor [If more than one, attach additional sheet.) Name of Debtor: See attached Schedule 1 Case Number: Date Filed: District: District of Delaware Relationship: Judge: Exhibit A Exhibit (To be completed if debtor is required to file periodic reports forms 10K and {To be completed if debtor is an individual IOQ) with the Securities and Exchange Commission pursuant to Section 13 or whose debts are primarily consumer debts.) 15(d) of the Securities Exchange Act of 1934 and is requesting relief under Chapter IL) I, the attorney for the petitioner named in the foregoing petition, declare that I have informed the petitioner that {he or she] may proceed under chapter 7, I1, 12, or 13 of title 11, United States Code, and have explained the relief availabie under each such chapter. I further certify that I have deiivered to the debtor the notice required by 11 USC. 342{b). Exhibit A is attached and made a part of this petition. Signature of Attorney for Debtor(s) (Date) Exhibit Does the debtor own or have possession of any property that poses or is alleged to pose a threat of imminent and identifiable harm to public health or safety? Yes, and Exhibit is attached and made a part of this petition. No, and Exhibit is attached with further comments. Exhibit {To be eompieted by every individual debtor. If a joint petition is ?led, each spouse must complete and attach a separate Exhibit D.) Cl Exhibit D, completed and signed by the debtor, is attached and made a part of this petition. If this is a joint petition: Exhibit D, also completed and signed by the joint debtor, is attached and made a part of this petition. Information Regarding the Debtor - Venue (Check any applicabie box.) Debtor has been domiciled or has had a residence, principal place of business, or principal assets in this District for 180 days immediately preceding the date of this petition or for a longer part of such 180 days than in any other District. There is a bankruptcy case concerning debtor?s affitiate, genera! partner, or partnership pending in this District. Debtor is a debtor in a foreign proceeding and has its principal place of business or principal assets in the United States in this District, or has no principal place of business or assets in the United States but is a defendant in an action or proceeding [in a federal or state court] in this District, or the interests of the parties will be served in regard to the relief sought in this District. Certi?cation by a Debtor Who Resides as a Tenant of Residential Property (Check all applicable boxes.) El Landlord has ajudgrnent against the debtor for possession of debtor?s residence. (ifbox checked, complete the following.) (Name oflandiord that obtained judgment) [Address of landlord) Debtor claims that under applicable nonbankruptcy law, there are circumstances under which the debtor would be permitted to cure the entire monetary defauit that gave rise to the judgment for possession, after the judgment for possession was entered, and El Debtor has included with this petition the deposit with the court of any rent that would become due during the 30-day period after the filing ofthe petition, El Debtor certi?es that hefshe has served the Landlord with this certification. (ll U.S.C. 3620)). Case 14-10979 Doc 1 Filed 04/29/14 Page 3 of 29 131 (Official Form I) (U4i'l3) Page 3 Voluntary Petition {'This page must be rmd_fil'ed in case.) Name ofDebtor[s): Holdings Corp. Signatures Signaturc(s} ofI)ebtor{s) tltidividuaifdoint) I declare under penalty of perjury that the information provided in this petition is true and correct. [if petitioner is an individual whose debts are prilnarily consumer debts and has chosen to file under chapter 7] I am aware that Iinay proceed under chapter? ll, E2 or 13 oftitle ll, United States Code, understand the relief available under each such chapter, and choose to proceed under chapter [If no attorney represents me and no bankruptcy petition preparer signs the petition] Ihave obtained and read the notice required by 11 U.S.C. 342th). I request relief in accordance with the chapter of title 11, United States Code, specified in this petition. Signature of Debtor Signature ofioint Debtor Telephone Nuinber {if not represented by attorney) "i5iiE"" Signature ofArtorney* /S/Dorrie! I)eFi'anceSchf Signature of Attorney fo1?Debtor(s) Daniel J. Dem-ancesclii (No. 2732) Printed Name of Attorney for Dehtor(s) Richards. Lavtorl RA. Firm Name 920 North King Street. WiIn1ingt'on,DE 19801 Address (302) 651-7700 Telephone Number Ct..pt?ii 2% . 2014 Date *ln a case in which 707(b)(4)(D) applies, this signature also constitutes a certitication that the attorney has no knowledge after an inquiry that the information in the scheduies is incorrect. Signature of Debtor (Corpo1'ationi'Pa1?t'nerslIip) I declare under penalty ofperju1'ythat the inforniation provided in this petition is true and correct, and that I have been authorized to file this petition on behalf oi? the debtor. The debtor requests the relicfin a .cordanc? with the chapter oftitle ll, United States Cotle_,__srb ilied >th?rs i\\tK SighatiireofAhlshorized lndiiticlual Antliony 11. Horton Printed Name ofAuthorized Individuai Senior Vice President, Trerisurer and Assistant Secretarv Title of Authorized lndividuai of?i 1% .2014 Dhte Signature of a Foreign Representative I declare under penaily of pcr_iury that the information provided in this petition is true and correct, that I am the foreign representative of a debtor in a foreign proceeding, and that 1 am autho1?ized to file this petition. (Chock only one box.) Cl I request relief in accordance with chapter 15 oftitle 11, United States Code. Certified copies ofthe documents required by ll USC. 1515 are attached. El Pursuant to 11 U.S.C. I511, I request relief in accordance with the chapter of title ll speci?ed in this petition. A certi?ed copy of the order granting recognition ofthe foreign main proceeding is attached. (Signature of Foreign Representative) (Printed Name of Foreign Representative) Date Signature of Non?Att.orney Bankruptcy Petition Preparer I declare under penalty of perjury tbat:(l) 1 am a bankruptcy petition preparer as defined in 1} U.S.C. 110; (2) 1 prepared this document for compensation and have provided the debtor with a copy of this document and the notices and information required under 11 U.S.C. ll0(b), 11001), and 342(b); and, (3) it rules or guidelines have been promulgated pursuant to 11 U.S.C. l10(h) setting a maximum fee for services chargeable by bankruptcy petition preparers, I have given the debtor notice oftlic maximum amount before preparing any document for ?ling for a debtor or accepting any fee from the debtor, as required in that section. Official Form 19 is attached. Printed Name and title, if any, of Bankruptcy Petition Preparer Sociai?Security number (Ifthe bankruptcy petition preparer is not an individual, state the Social?Sec1irity number ofthe officer, principal, responsible person or partner ofthc bankruptcy petition preparer.) (Required by ll U.S.C. 110.) Address Signature Date Signature of bankruptcy petition preparer or ot?cer, principal, responsible person, or partner whose Social?Sccui'ity number is provided above. Names and Socia1?Sccurity nunibers of all other individuals who prepared or assisted in preparing this document unless the bankrtiptcy petition p1'epare1' is not an individual. If more than one person prepared this document, attach additional sheets conforming to the appropriate official form for each person. A to with the provision.s' Q/?title and the Rum? of may in ?nes or U.S.C. 18 US. C. J56. Case 14-10979 Doc 1 Filed 04/29/14 Page 4 of 29 Rider 1 to Energv Future Holdings Corp. Voluntarv Petition All other names used by the Debtor in the last 8 years: TXU Corp.; TXU Corp; and Texas Utilities. Case 14-10979 Doc 1 Filed 04/29/14 Page 5 of 29 Schedule 1 Pending Bankruptcy Cases Filed by the Debtor and Affiliates of the Debtor As of the date hereof, each of the entities listed below (the ?Debtors?) filed a petition in this Court for relief under chapter ll of title 11 of the United States Code. The Debtors have moved for joint administration of these cases under the case number assigned to the chapter 11 case of Energy Future Holdings Corp. I Energy Future Holdings Corp. I 4Change Energy Company I 4Change Energy Holdings LLC I Big Brown 3 Power Company LLC I Big Brown Lignite Company LLC I Big Brown Power Company LLC I Brighten Energy LLC I Brighten Holdings LLC I Collin Power Company LLC I Dallas Power Light Com_pany, Inc. I DeCordova II Power Company LLC I DeCorciova Power Company LLC I Eagle Mountain Power Company LLC I EBASCO SERVICES OF CANADA LIMITED I EEC Holdings, Inc. I EECI, Inc. I EFH Australia (No. 2) Holdings Company I EFH CG Hoidings Company LP 0 EFH CG Management Company LLC EFH Corporate Services Company EFH Finance (No. 2) Holdings Company I EFH FS Holdings Company I EFH Renewables Company LLC I EFIH FINANCE INC. I Energy Future Competitive Holdings Company LLC I Energy Future Intermediate Holding Company LLC I Generation Development Company LLC I Generation MT Company LLC I Generation SVC Company I Lake Creek 3 Power Company LLC I Lone Star Energy Company, Inc. I Lone Star Pipeline Company, Inc. I LSGT Gas Company LLC I LSGT SACROC, Inc. I Luminant Big Brown Mining Company LLC I Luminant Energy Company LLC Luminant Energy Trading California Company Luminant ET Services Company Luminant Generation Company LLC Luminant Holding Company LLC Luminant Mineral Deveiopment Company LLC Luminant Mining Company LLC Luminant Renewables Company LLC Martin Lake 4 Power Company LLC Monticello 4 Power Company LLC Morgan Creek 7 Power Company LLC NCA Development Company LLC NCA Resources Development Company LLC Oak Grove Management Company LLC Oak Grove Mining Company LLC Oak Grove Power Company LLC Sandow Power Company LLC Southwestern Eiectric Service Company, Inc. TCEH Finance, Inc. Texas Competitive Electric Holdings Company LLC Texas Electric Service Company, Inc. Texas Energy Industries Company, Inc. Texas Power Light Company, Inc. Texas Utilities Company, Inc. Texas Utilities Electric Company, Inc. Tradinghouse 3 4 Power Company LLC Tradin gho use Power Company LLC TXU Electric Company, Inc. TXU Energy Receivables Company LLC TXU Energy Retail Company LLC TXU Energy Solutions Company LLC TXU Receivables Company TXU Retail Services Company TXU SEM Company Valley NG Power Company LLC Valley Power Company LLC Case 14-10979 Doc 1 Filed 04/29/14 Page 6 of 29 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: ENERGY FUTURE HOLDINGS CORR, Chapter 1 Case No. l4? Debtor. (Joint Administration Requested) EXHIBIT A TO VOLUNTARY PETITION 1. Energy Future Holdings Corp.?s 9.75% Senior Notes due 2019 are registered under Section 12 of the Securities Exchange Act of 1934; the SEC file number is l?12833. The following ?nancial data is the latest publicly available information and, unless otherwise indicated, is current as of December 31, 2013: 2. (61) (0) (C1) 3. Total assets (on a consolidated basis): $36,446 million. Total liabilities (on a consolidated basis): $49,701 million. 1 Debt securities held by more than 500 holders: None. Description of equity: Common stock. (1) 1,669,861,3822 Shares of common stock outstanding: Brief description of Energy Future Holdings Corp.?s business: EFH Corp. is a Dallas, Texas-based energy company with a portfolio of competitive and regulated energy businesses in Texas. EFH Corp. is a holding company conducting its operations principally through its Texas Competitive Electric Holdings Company LLC and Oneor subsidiaries. Collectively with its operating subsidiaries, EFH Corp. is the largest generator, retailer and distributor of electricity in Texas. Energy Future Holdings Corp. Corgi?) does not and cannot know the precise number of bene?cial holders of any of the debt securities it has issued and does not believe that any such securities are held by more than 500 holders. This ?gure is current as ofApril 29, 2014. Case 14-10979 Doc 1 Filed 04/29/14 Page 7 of 29 List the name of any person who directly or indirectly owns, controls or holds, with power to Vote, 5% or more of the voting securities of debtor: Holdings Limited Partnership Title of Class of f- . :Per?__?n_tage of. Shares 1 6 9 of. ??'s0Wl11erShip 6 Shares - - Common Stock Texas Energy Future 1,669,861,382 99.27% Case 14-10979 Doc 1 Filed 04/29/14 Page 8 of 29 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: ENERGY FUTURE HOLDINGS CORP., Tax ID: 46-248 8810 Chapter 11 Case No. 14- Debtor. (Joint Administration Requested) EXHIBIT TO VOLUNTARY PETITION 1. Identify and brie?y describe all real or personal property owned by, or in possession of, the debtor that, to the best of the debtor?s knowledge, poses or is alleged to pose a threat of imminent and identi?able harm to the public health or safety (attach additional sheets if necessary): The above-captioned debtor (the ?Debtor?) does not believe it owns or possesses any real or personal property that poses or is alleged to pose a threat of imminent and identi?able harm to the public health or safety. The Debtor notes that it is n.ot aware of any de?nition of ?imminent and identi?able harm? as used in this form. The Debtor or other of its affiliated entities ?ling petitions herewith (collectively, the ?Debtors?) have been and are currently engaged in litigation with certain governmental units and private third parties related to certain real property owned or possessed by the Debtors and the Debtors have also been and are currently engaged in remediation efforts at certain real property owned or possessed by the Debtors. The Debtors do not believe that this real property poses a ?threat of imminent and identi?able harm to the public health or safety.? 2. With respect to each parcel of real property or item of personal property identified in question 1, describe the nature and location of the dangerous condition, whether environmental or otherwise, that poses or is alleged to pose a threat of imminent and identi?able harm to the public health or safety (attach. additional sheets if necessary): The Debtor is not aware of any dangerous conditions existing on or related to any real or personal property owned or possessed by the Debtor that pose or are alleged to pose a threat of imminent and identi?able harm to the public health or safety. The Debtor notes that it is not aware of any de?nition of ?imminent and identi?able harm? as used in this form. Case 14-10979 Doc 1 Filed 04/29/14 Page 9 of 29 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Chapter 11 ENERGY FUTURE HOLDINGS CORP, Case No. 14- Debtor. (Joint Adininistratioii Requested) Tax ID: 46~2488810 CORPORATE OWNERSHIP STATEMENT Pursuant to Federal Rule of Bankruptcy Procedure 7007.1, the following are corporations, other than a governmental unit, that directiy or indirectly own 10% or more of any class of the Debtor?s equity interests: Texas Energy Future Holdings Limited 99.27% Partnership DECLARATION UNDER PENALTY OF PERJURY 1, Anthony R. Horton, the undersigned authorized signatory of Energy Future Holdings Corp, named as the debtor in this case, declare under penalty of perjury that I have read the foregoing corporate ownership statement and that it is true and correct to the best of my information and belief. Dated: C3L2pa~?i 2014 (K Anthony R. Hvouifthoin Senior Vice President, Treasurer and Assistant Secretary Case 14-10979 Doc 1 Filed 04/29/14 Page 10 of 29 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Chapter 11 ENERGY FUTURE HOLDINGS CORR, Case No. 14- Debtor. (Joint Administration Requested) Tax ID: 46?2488810 LIST OF EQUITY SECURITY HOLDERS Energy Future Texas Energy Future Energy Plaza Texas Energy Future Holdings Corp. Holdings Limited 1601 Bryan Street Hoidings Limited Partnership and EFH Dailas, Texas 75201 Fartnership and Corp. directors and EFH Corp. directors and employees. employees DECLARATION UNDER PENALTY OF PERJURY 1, Anthony R. Horton, the undersigned signatory of Energy Future Holdings Corp., named as the debtor in this case, declare under penalty of perjury that I have read the foregoing list of equity security holders and that it is true and correct to the best of my information and belief. Dated: ,20i4 Senior Vice President, Treasurer and Assistant Secretary Case 14-10979 1 Doc 1 Filed 04/29/14 Page 11 of 29 ENERGY FUTURE HOLDINGS CORP. (THE BOARD or DIRECTORS RESOLUTIONS APRIL 28, 2014 Item 1. Restructuring Update Effective as of this 28th day Of April 2014, the members constituting a majority Of the votes of a quorum of the board of directors (the "Board of Directors?) Of Energy Future Holdings Corp., a Texas corporation (the took the following actions and adopted the following resolutions: Chapter 11 Piling WHEREAS, the Board of Directors considered presentations by the management and the financial and legal advisors of the Company regarding the liabilities and liquidity situation o_f the Company, the strategic alternatives available to it and the effect of the foregoing on the Company?s business; and WHEREAS, the Board of Directors has had the opportunity to consult with the management and the financial and legal advisors of the Company and""fully consider each of the strategic alternatives available to the Company. NOW, THEREFORE, BE IT, RESOLVED, that in the judgment of the Board of Directors, it is desirable and in the best interests of the Company, its creditors, and other parties in interest, that the Company shall be and hereby is authorized to file or cause to be filed a voluntary petition for relief (such voluntary petition, and the voluntary petitions to be filed by the Company's affiliates, collectively, the "Chapter 11 Cases?) under the provisions of chapter 11 of title 11 of the United States Code (the ?Bankruptcy Code?) in a court of proper jurisdiction (the "Bankruptcy Court? and RESOLVED, that any officers of the Company (collectively, the ?Authorized Officers?), acting alone or with one or more other Authorized Officers be, and they hereby are, authorized, empowered and directed to execute and file on behalf of the Company all petitions, Schedules, lists and other motions, papers, or documents, and to take any and all action that they deem necessary or proper to obtain such relief, including, without limitation, any action necessary to maintain the ordinary course operation of the Company's business. Restructuring Support Agreement WHEREAS, some members of the Board of Directors are members of the boards of other companies that would be released under the terms of the Restructuring Support Agreement (as defined herein) and related documents; WHEREAS, members of the Board of Directors would also be released under the Restructuring Support Agreement and related documents; WHEREAS, the members of the Board of Directors have acknowledged that the material facts relating to the relationships or interests of other Board of Directors members with other companies and other material relationships in connection with the releases in the Restructuring Support Agreement contemplated by this resolution have been disclosed to them or are otherwise known to them, as contemplated by Sections 221.418 and 101.255 of the Texas Business Organizations Code (the or the Company?s governing documents, to the extent applicable; WHEREAS, the member of the Boa rd of Directors that is disinterested (Within the rneaning of Sections 21.418 and 101.255 of the TBOC o_r the Company?s governing documents, to the extent applicable) with respect to the releases has reviewed the terms and conditions of the Restructuring Support Agreement and related documents and has recommended that each. be approved; WHEREAS, the members of the Board of Directors acknowledge and believe that the Restructuring Support Agreement is procedurally and substantively fair to the Company as contemplated. by Section 1 Case 14-10979 Doc 1 Filed 04/29/14 Page 12 of 29 of the TBOC, Section of the TBOC, or the Company's governing documents, to the extent applicable WHEREAS, the Board of Directors has determined that it is in the best interest of the Company, its creditors and other parties in interest for the Board of Directors to authorize the Company to enter into that certain restructuring support and lockup agreement (the ?Restructuring Support Ageement?) by and among the Company, certain of its affiliates, certain consenting creditors, and certain consenting interest holders substantially in the form presented to the Company?s Board of Directors on or in advance of the date hereof. RESOLVED, that each of the Authorized Officers, acting alone or. with one or more other Authorized Officers be, and they hereby are, authorized and empowered to enter on behalf of the Company into the Restructuring Support Agreement. RESOLVED, that each of the Authorized Officers, acting alone or with one or more other Authorized Officers be, and they hereby are, authorized and empowered to enter on behalf of the Company into a restructuring transaction or series of restructuring transactions by which the Company will restructure its debt obligations and other liabilities, including but not limited to the restructuring transactions as described in the Restructuring Support Agreement (collectively, the "Restructuring Transactions"). RESOLVED, that each of the Authorized Officers, acting alone or with one or more other Authorized Officers be, and they hereby are, authorized and empowered to take or cause to be taken any and all such other _and further action, and to execute, acknowledge, deliver and file any and all such agreements, certificates, instruments and other documents in furtherance of the Restructuring Transactions to which the Company is or will be a party, including, but not limited to, the Restructuring Support Agreement (collectively, the "Restructuring Documents?), to incur and pay or cause to be paid all fees and expenses and engage such persons, in each case, in the form or substantially in the form thereof submitted to the Board of Directors, with such changes, additions and modifications thereto as the Authorized Officers executing the same shall approve, such approval to be conclusively evidenced by such officer's execution and delivery thereof. RESOLVED, that each of the Authorized Officers be, and hereby are, authorized, directed and empowered in the name of, and on behalf of, the Company to take any and all actions to obtain approval by the Bankruptcy Court or any other regulatory or governmental entity of the Restructuring Documents in connection with the Restructuring Transactions, and (ii) obtain approval by the Bankruptcy Court or any other regulatory or governmental entity of any Restructuring Transactions. RESOLVED, that each of the Authorized Officers be, and hereby are, authorized, directed and empowered in the name of, and on behalf of, the Company, to execute and deliver any documents or to do such other things which shall in their sole judgment be necessary, desirable, proper or advisable to give effect to the foregoing resolutions, which determination shall be conclusively evidenced by their execution thereof. Retention of Professionals RESOLVED, that each of the Authorized Officers be, and they hereby are, authorized and directed to employ the law firm of Kirldand Ellis LLP as general bankruptcy counsel to represent and assist the Company in carrying out its duties under the Bankruptcy Code, and to take any and all actions to advance the Company?s rights and obligations, including fi.ling any pleadings,? and .in connection therewith, each of the Authorized Officers, with power of delegation, are hereby authorized and directed to execute appropriate retention agreements, pay appropriate retainers, and to cause to be filed an appropriate application for authority to retain the services of Kirkland Ellis LL13. RESOLVED, that each of the Authorized Officers be, and they hereby are, authorized and directed to employ the law firm of Richards, Layton, Finger, P.A. as co?banl