IN THE UNITED STATES BANKRUPTCY COURT FOR...

IN THE UNITED STATES BANKRUPTCY COURTFOR THE DISTRICT OF DELAWARE

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In re:

CENTRAL EUROPEAN DISTRIBUTIONCORPORATION, et al.,

Debtors.1

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Chapter 11

Case No. 13-10738 (CSS)

Jointly Administered

APPLICATION OF THE DEBTORS PURSUANT TO 11 U.S.C. §§ 327(A) AND 328(A),FED. R. BANKR. P. 2014 and 5002, AND DEL. BANKR. L.R. 2014-1 AND 2016-2(H) FOR

ENTRY OF AN ORDER (I) AUTHORIZING EMPLOYMENT AND RETENTION OFHOULIHAN LOKEY CAPITAL, INC. AS FINANCIAL ADVISOR AND INVESTMENTBANKER FOR THE DEBTORS NUNC PRO TUNC TO THE PETITION DATE AND (II)

MODIFYING CERTAIN INFORMATION REQUIREMENTS OFDEL. BANKR. L.R. 2016-2

The Debtors and Debtors in possession in the above-captioned cases (collectively,

the "Debtors") hereby apply to this Court for entry of an order under sections 327(a) and 328(a)

of title 11 of the United States Code (the "Bankruptcy Code"), as supplemented by Rule 2014

and 5002 of the Federal Rules of Bankruptcy Procedure (the "Bankruptcy Rules") and Rules

2014-1 and 2016-2(h) of the Local Rules of Bankruptcy Practice and Procedure of the United

States Bankruptcy Code for the District of Delaware (the "Local Rules"), (i) authorizing the

employment and retention of Houlihan Lokey Capital, Inc. ("Houlihan Lokey") as financial

advisor and investment banker to the Debtors nunc pro tunc to the Petition Date (as defined

below) and (ii) modifying certain information requirements of Local Rule 2016-2 (the

"Application"). In support of this Application, the Debtors (a) rely on the Declaration of David

1 The Debtors and the last four digits of their taxpayer identification numbers are as follows: Central EuropeanDistribution Corporation (5271), CEDC Finance Corporation International, Inc. (0116), and CEDC FinanceCorporation LLC (7136). The address for each of the Debtors is 3000 Atrium Way, Suite 265, Mt. Laurel, NJ08054.

Case 13-10738-CSS Doc 59 Filed 04/09/13 of 19

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R. Hilty (the "Hilty Declaration"), attached hereto as Exhibit A, and (b) rely on and incorporate

by reference the Declaration of N. Scott Fine in Support of Chapter 11 Petitions and First Day

Pleadings (the "First Day Declaration"). In further support of this Application, the Debtors, by

and through their undersigned counsel, respectfully represent:

JURISDICTION AND VENUE

1. This Court has jurisdiction to consider this Application under 28 U.S.C. §§

157 and 1334. This is a core proceeding under 28 U.S.C. § 157(b). Venue of these cases and this

Application in this district is proper under 28 U.S.C. §§ 1408 and 1409.

2. The statutory and procedural predicates for the relief requested herein are

sections 327(a) and 328(a) of the Bankruptcy Code, Bankruptcy Rules 2014 and 5002 and Local

Rules 2014-1 and 2016-2(h).

BACKGROUND

A. The Chapter 11 Filings

3. On April 7, 2013 (the "Petition Date"), the Debtors filed voluntary

petitions in this Court for relief under chapter 11 of the Bankruptcy Code. On the Petition Date,

the Debtors filed with the Court, among other things, (a) a joint prepackaged plan of

reorganization (the "Plan") and (b) a disclosure statement related thereto. The Plan provides for

the payment in full of all allowed general unsecured claims (other than claims arising from

unsecured debt securities which are impaired and separately classified).

4. The Debtors continue to manage and operate their businesses as debtors in

possession pursuant to Bankruptcy Code sections 1107 and 1108. No trustee or examiner has

been appointed in these chapter 11 cases. As of the date hereof, no official committee of

unsecured creditors has been appointed.


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B. Background and Current Business Operations

5. Debtor Central European Distribution Corporation ("CEDC"), a Delaware

corporation, is the direct parent of CEDC Finance Corporation LLC ("CEDC FinCo LLC"), a

Delaware limited liability company, and the indirect parent of CEDC Finance Corporation

International, Inc., a Delaware corporation ("CEDC FinCo"). CEDC also is the indirect parent of

numerous non-debtor operating subsidiaries organized under the laws of Poland, Russia, and

several other nations (the "Non-Debtor Subsidiaries," and together with CEDC, CEDC FinCo

and CEDC FinCo LLC, the "Company"). The Company is one of the world's largest vodka

producers, and the largest integrated spirit beverages business by total volume, in Central and

Eastern Europe.

6. Additional factual background regarding the Debtors, including their

business operations, their capital and debt structure, and the events leading to the filing of these

bankruptcy cases, is set forth in detail in the First Day Declaration.

RELIEF REQUESTED

7. By this Application, under sections 327(a) and 328(a) of the Bankruptcy

Code, Bankruptcy Rules 2014 and 5002 and Local Rules 2014-1 and 2016-2(h), the Debtors

request entry of an order (the "Order"), (i) authorizing the Debtors to employ and retain Houlihan

Lokey, nunc pro tunc to the Petition Date, to provide financial advisory and investment banking

services during these chapter 11 cases, pursuant to and in accordance with the terms and

conditions set forth in that certain engagement letter, dated November 20, 2012 (the

"Engagement Letter"), a copy of which is annexed hereto as Exhibit B, and (ii) requesting a

modification of compliance with the information requirements relating to compensation requests

set forth in Local Rule 2016-2, to the extent requested herein.


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8. The Debtors bring this Application because of the critical importance of a

financial advisor and investment banker to assist in the performance of their duties. The Debtors

believe that Houlihan Lokey is well qualified to provide advisory services and that the terms of

its retention are reasonable.

HOULIHAN LOKEY'S QUALIFICATIONS

9. The Debtors have determined, in the exercise of their business judgment,

that the size of their business operations and the complexity of the financial difficulties attendant

upon operations of such scope, require them to employ an investment banker and financial

advisor with knowledge of the Company's industry and businesses and experience with the

chapter 11 process, and to advise them with respect to their global restructuring. The Debtors

further believe that Houlihan Lokey is well-qualified to provide its services to the Debtors in a

cost-effective, efficient and timely manner. Houlihan Lokey will coordinate with the other

retained professionals in these chapter 11 cases to eliminate unnecessary duplication or overlap

of work. Retaining such an advisor will enable the Debtors to carry out their duties in the chapter

11 cases and to assist in the reorganization of the estate.

10. Houlihan Lokey is well suited to provide the services that the Debtors

require. Houlihan Lokey is a nationally recognized investment banking and financial advisory

firm with sixteen offices worldwide and more than eight hundred professionals. Houlihan Lokey

provides corporate finance and financial advisory services, as well as execution capabilities, in a

variety of areas, including financial restructuring. In 2012, Houlihan Lokey ranked as the No. 1

M&A advisor for U.S. transactions under $3 billion, according to Thomson Reuters. The firm is

one of the leading providers of M&A fairness opinions and has one of the largest worldwide


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financial restructuring practices of any investment bank. Houlihan Lokey annually serves more

than 1,000 clients ranging from closely held companies to Global 500 corporations.

11. Houlihan Lokey's Financial Restructuring Group, which has more than

165 professionals, is one of the leading advisors and investment bankers to debtors, secured and

unsecured creditors, acquirers, and other parties-in-interest involved in financially troubled

companies based in a variety of industries and requiring complex financial restructurings, both in

and outside of bankruptcy. Houlihan Lokey has been, and is, involved in a number of large

restructuring cases in the United States, including representing debtors recently in: In re

Northhampton Generating Company, LP, Case No. 11-33095 (JCW) (Bankr. W.D.N.C. Dec. 5,

2011); In re AES Thames, L.L.C., No. 11-10334 (KJC) (Bankr. D. Del. Feb. 1, 2011); In re MSR

Resort Golf Course LLC, Case No. 11-10372 (SHL) (Bankr. S.D.N.Y. Feb. 1, 2011); In re Truvo

USA LLC, No. 10-13513 (AJG) (Bankr. S.D.N.Y July 1, 2010); In re Mark IV Industries, Inc.,

Case No. 09-12705 (SMB) (Bankr. S.D.N.Y. Apr. 30, 2009); In re Premier International

Holdings, Inc., Case No. 09-12019 (CSS) (Bankr. D. Del. Jun. 13, 2009); In re Aventine

Renewable Energy Holdings, Inc., Case No. 09-11214 (KG) (Bankr. D. Del. Apr. 7, 2009); In re

Foamex International Inc., Case No. 09-10560 (KJC) (Bankr. D. Del. Feb. 18, 2009); and In re

Buffets Holdings, Inc., Case No. 08-10141 (MFW) (Bankr. D. Del. Jan. 22, 2008). In addition,

Houlihan Lokey has been involved in restructuring situations representing official creditors'

committees including recent retentions on: In re THQ, Inc., Case No. 12-13398 (MFW) (Bankr.

D. Del. Dec. 19, 2012); In re Overseas Shipping Group, Inc., Case No. 12-20000 (PJW) (Bankr.

D. Del. Nov. 14, 2012); In re Arcapita Bank B.S.C., Case No. 12-11076 (SHL) (Bankr. S.D.N.Y.

Mar. 19, 2012); In re General Growth Properties, No. 09-11977 (ALG) (Bankr. S.D.N.Y Apr. 16,

2009); In re Chemtura Corporation, No. 09-11233 (REG) (Bankr. S.D.N.Y. Mar. 18, 2009); In re


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Smurfit-Stone Container Corp., Case No. 09-10235 (BLS) (Bankr. D. Del. Jan. 26, 2009); In re

WCI Communities Inc., Case No. 08-11643 (KJC) Bankr. D. Del. Aug. 4, 2008); In re

SemGroup LP, Case No. 08-11525 (BLS) (Bankr. D. Del. Jul. 22, 2008); In re Lehman Brothers

Holdings Inc., Case No. 08-13555 (JMP) (Bankr. S.D.N.Y. Sept. 15, 2008); In re Delta Airlines,

Inc., Case No. 05-17923 (PCB) (Bankr. S.D.N.Y. Sept. 14, 2005); In re Refco, Inc., Case No. 05-

60006 (RDD) (Bankr. S.D.N.Y. Oct. 17, 2005); In re WorldCom, Inc., Case no. 02-13533 (AJG)

(Bankr. S.D.N.Y. July. 21, 2002); In re Enron Corp., Case No. 01-16034 (AJG) (Bankr.

S.D.N.Y. Dec. 2, 2001).

12. The Debtors have selected Houlihan Lokey as their investment banker and

financial advisor based upon, among other things, (a) the Debtors' need to retain an investment

banking and financial advisory firm to provide advice with respect to the restructuring, and (b)

Houlihan Lokey's extensive experience and excellent reputation in providing investment banking

and financial advisory services in complex chapter 11 cases.

HOULIHAN LOKEY'S PREPETITION SERVICES

13. Before the Petition Date, on November 20, 2012, the Company engaged

Houlihan Lokey to provide general investment banking and financial advice in connection with

the Debtors' attempts to complete a strategic restructuring, reorganization and/or recapitalization

of all or a significant portion of the Debtors' outstanding indebtedness, as well as to prepare for

the potential commencement of these chapter 11 cases.

14. In rendering prepetition services to the Company in connection with these

matters, Houlihan Lokey has worked closely with the Company's management and other retained

professionals and has become well-acquainted with the Debtors' business operations and capital

structure. Accordingly, Houlihan Lokey has developed significant expertise regarding the


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Debtors that will assist it in providing effective and efficient services during these chapter 11

cases. Should the Court approve the Debtors' retention of Houlihan Lokey as investment bankers,

Houlihan Lokey will continue, without interruption, to perform the services for the Debtors as

described herein.

SERVICES TO BE PROVIDED2

15. As more fully described in the Engagement Letter, the services to be

provided by Houlihan Lokey in these chapter 11 cases include the following:3

(a) assisting the Company in the development, preparation anddistribution of selected information (including assisting indeveloping clear analyses of the Company's financial position,valuation, debt capacity, liquidity and cash flow forecasts and theanalysis of strategic and financial alternatives), documents andother materials, including advising the Company in the preparationof an offering memorandum;

(b) assisting the Company in evaluating indications of interest andproposals regarding any Transaction(s) from current and/orpotential lenders, equity investors, acquirers and/or strategicpartners;

(c) assisting the Company with the development, structuring,negotiation and implementation of any Transactions(s), includingparticipating in negotiations with creditors and other partiesinvolved in any Transaction(s);

(d) providing expert advice and testimony regarding financial mattersrelated to any Transactions(s), if necessary;

(e) providing the opinions required by (i) Section 4.13 of the indenturegoverning the Company's $380 million principal amount of9.125% Senior Secured Notes due 2016 and €430 million principalamount of 8.875% Senior Secured Notes due 2016 or (ii) asrequested as part of any Transaction;

2In the event of any conflict between the summary of services and fees contained herein and the terms orconditions of the Engagement Letter and the Order, the terms and conditions of the Engagement Letter andOrder shall control.

3 Unless otherwise defined in this section and the section titled "Professional Compensation," capitalized termsshall have the meanings ascribed to them in the Engagement Letter.


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(f) attending meetings of the Company's Board of Directors, theSpecial Committee of the Board of Directors, creditor groups,official constituencies and other interested parties, as the Companyreasonably determines to be necessary or desirable; and

(g) providing such other financial advisory and investment bankingservices as may be agreed upon by Houlihan Lokey and theCompany.

16. It is necessary for the Debtors' successful restructuring that the Debtors

employ Houlihan Lokey to render the foregoing professional services. The Debtors believe that

the services will not duplicate the services that other professionals will be providing the Debtors

in these cases. Specifically, Houlihan Lokey will carry out unique functions and will use

reasonable efforts to coordinate with the Debtors and other professionals retained in these cases

to avoid the unnecessary duplication of services.

PROFESSIONAL COMPENSATION

17. Prior to the commencement of these chapter 11 cases and under the terms

of the Engagement Letter, the Debtors paid Houlihan Lokey fees of $1,647,409.37, including an

initial fee of $100,000 and $400,000 in incremental Monthly Fees for services rendered, and for

reasonable out-of-pocket expenses related thereto of $147,409.37, plus an Opinion Fee of

$1,000,000 as more fully described in 14(b) below. As more fully described in the Engagement

Letter, in consideration of the services provided by Houlihan Lokey, the Company has agreed to

pay Houlihan Lokey during these chapter 11 cases:

(a) Monthly Fee: A monthly cash fee of $100,000 (the "MonthlyFees"). Fifty percent of all Monthly Fees paid on or after March20, 2013 will credit against any Transaction Fee.

(b) Opinion Fee: A cash fee of (i) $750,000 for any Opinions requiredas part of a Transaction, which will be fully creditable against anyRestructuring Transaction Fee (as defined below); (ii) $1,000,000for any Opinions required as part of an alternative financingtransaction related to the available cash amounts previouslyinvested by Roust Trading Ltd. or its affiliates in the Company,


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which will be creditable up to fifty percent against anyRestructuring Transaction Fee.

(c) Restructuring Transaction Fee: A cash fee of (i) $2,000,000 in thecase of a Restructuring Transaction of the Convertible Notes; (ii)$5,000,000 in the case of a Restructuring Transaction of theSecured Notes; provided however, in the case of a RestructuringTransaction of the Convertible Notes and a RestructuringTransaction of the Secured Notes, the total combined RestructuringTransaction Fees will equal $5,750,000 and no additionalRestructuring Transaction Fee will be due under (i) or (ii) above.

(d) Consent Transaction Fee: A cash fee of $1,500,000 upon theclosing of a Consent Transaction with regard to the Secured Notes.No Consent Transaction Fee will be due in respect of a Transactionthat also constitutes a Restructuring Transaction of the SecuredNotes.

(e) Sale Transaction Fee: A cash fee, upon the closing of each SaleTransaction, equal to one percent of the Aggregate GrossConsideration, subject to a minimum Sale Transaction Fee of$750,000 per Sale Transaction. No Sale Transaction Fee will bedue in connection with any investment made by Roust TradingLtd. or any of its affiliates.

(f) Financing Transaction Fee: A cash fee equal to the sum of (i) onepercent of secured debt raised (or committed) that is senior to otherindebtedness of the Company (including any debtor-in-possessionfinancing); (ii) three percent of junior secured, unsecured, orsubordinated debt raised (or committed); and (iii) five percent ofequity or equity-linked securities placed or committed. NoFinancing Transaction Fee will be due in connection with anyinvestment made by Roust Trading Ltd. or any of its affiliates.

18. In addition to all of the other fees and expenses described in the

Engagement Letter, the Company shall, upon Houlihan Lokey's request and in accordance with

applicable orders of the Bankruptcy Court, reimburse Houlihan Lokey for its reasonable out of-

pocket expenses incurred from time to time in connection with its services hereunder. Houlihan

Lokey bills its clients for its reasonable out-of-pocket expenses including, but not limited to (i)

travel-related and certain other expenses, without regard to volume-based or similar credits or

rebates Houlihan Lokey may receive from, or fixed fee arrangements made with, travel agents,


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airlines or other vendors on a periodic basis, and (ii) research, database and similar information

charges paid to third party vendors, and postage, telecommunication and duplicating expenses, to

perform client-related services that are not capable of being identified with, or charged to, a

particular client or engagement in a reasonably practicable manner, based upon a uniformly

applied monthly assessment or percentage of the fees due to Houlihan Lokey.

19. The Company also request that, subject to application to this Court,

Houlihan Lokey be reimbursed by the Company for the fees and expenses of Houlihan Lokey’s

legal counsel, not to exceed $10,000 without the Company’s prior approval, which shall not be

unreasonably withheld, incurred in connection with the negotiation and performance of the

Engagement Letter and the matters contemplated hereby.

20. The Debtors believe that the compensation structure described above is (i)

comparable to compensation generally charged by investment banking firms of similar stature to

Houlihan Lokey for comparable engagements, both in and out of bankruptcy proceedings, and

(ii) reflects a typical fee structure for Houlihan Lokey and other leading investment banking

firms which do not bill their clients on an hourly basis, but are generally compensated on a

transactional basis.

21. The hours worked, the results achieved and the ultimate benefit to the

Debtors of the work performed by Houlihan Lokey in connection with this engagement may vary

and the Debtors have taken this into account in setting the above fees.

22. Houlihan Lokey's restructuring expertise, as well as its capital markets

knowledge, financing skills and mergers and acquisitions capabilities, some or all of which may

be required by the Debtors during the term of Houlihan Lokey's engagement hereunder, were

important factors to the Debtors in determining the amount of Houlihan Lokey's fees, and the


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Debtors believe that the ultimate benefit to the Debtors of Houlihan Lokey's services hereunder

cannot be measured merely by reference to the number of hours to be expended by Houlihan

Lokey's professionals in the performance of such services.

23. The Debtors propose that all compensation and expenses will be sought in

accordance with 328(a) of the Bankruptcy Code and will not be subject to the standard of review

in section 330 of the Bankruptcy Code.

MODIFICATION OF COMPLIANCE WITH REQUIREMENTS REGARDING TIMEENTRY DETAIL

24. Consistent with its ordinary practice and the practice of investment

bankers and financial advisors in other chapter 11 cases whose fee arrangements are typically not

hours-based, Houlihan Lokey does not ordinarily maintain contemporaneous time records in one-

tenth hour increments or provide or conform to a schedule of hourly rates for its professionals.

Houlihan Lokey will maintain records in support of any actual, necessary costs and expenses

incurred in connection with the rendering of its services in these cases. As Houlihan Lokey's

compensation will be calculated and paid based on a fixed, deferred transaction fee (in addition

to Monthly Fees), Houlihan Lokey requests that it not be required to file time records in

accordance with Local Rule 2016-2 and the United States Trustee Fee Guidelines. Instead,

notwithstanding that Houlihan Lokey does not charge for its services on an hourly basis,

Houlihan Lokey will nonetheless maintain records (in summary format) of its services rendered

for the Debtors, including descriptions of those services, the time expended in providing those

services and the individuals who provided those services, and will present such records together

with its fee applications filed with the Court.


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HOULIHAN LOKEY'S DISINTERESTEDNESS

25. To the best of the Debtors' knowledge, (a) Houlihan Lokey is a

"disinterested person," as such term is defined in section 101(14) of the Bankruptcy Code, as

modified by section 1107(b) of the Bankruptcy Code, and, as required by section 327(a) and

referenced by section 328(c) of the Bankruptcy Code, neither holds nor represents any interest

adverse to the Debtors and their estates and (b) except as disclosed in the Hilty Declaration, has

no connection to the Debtors or to their significant creditors or certain other potential parties-in-

interest ("Parties-In-Interest") whose names were supplied to Houlihan Lokey by the Debtors.4

26. Also, to the best of the Debtors' knowledge, information and belief, and

based entirely and in reliance upon the Hilty Declaration: (i) to the best of David R. Hilty's

knowledge, information and belief, none of Houlihan Lokey's past or current engagements would

or does appear to create an interest materially adverse to the interests of the Debtors, creditors, or

equity security holders in these cases and, as such the Debtors believe that Houlihan Lokey is

disinterested and holds no materially adverse interest as to the matters upon which they are to be

retained; and (ii) to the extent Houlihan Lokey discovers any facts bearing on the matters

described herein during the period of Houlihan Lokey's retention, they will supplement the

information contained in the Hilty Declaration.

27. As described in more detail in the Hilty Declaration, Houlihan Lokey,

among other things, searched its client databases to determine whether it represents, or has

represented, certain of the Debtors' creditors or other Parties-In-Interest in these proceedings,

and/or matters wholly unrelated to those proceedings. Due to the size of Houlihan Lokey and the

4 The list of Parties-In-Interest supplied to Houlihan Lokey by the Debtors is attached as Schedule A to the HiltyDeclaration. To the extent that Houlihan Lokey's research of relationships with these Parties-In-Interest indicatedthat Houlihan Lokey has provided in the recent past or is currently providing services to any of these entities inmatters unrelated to these chapter 11 cases, Houlihan Lokey has so indicated in Schedule B to the HiltyDeclaration.


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number of creditors and other parties in interest involved in these cases, however, Houlihan

Lokey may have represented certain of the Debtors' creditors or other Parties-In-Interest in

matters wholly unrelated to the chapter 11 cases. Except as may be described in the Hilty

Declaration, Houlihan Lokey does not, to its knowledge, represent any party with an interest

materially adverse to the Debtors or their estates.

28. Also, in accordance with section 504 of the Bankruptcy Code, Houlihan

Lokey has informed the Debtors that there is no agreement or understanding between Houlihan

Lokey and any other entity, other than an employee of Houlihan Lokey, for the sharing of

compensation received or to be received for services rendered in connection with these chapter

11 cases.

INDEMNIFICATION OF HOULIHAN LOKEY

29. Pursuant to the Engagement Letter, the Debtors have agreed to (i)

indemnify and hold harmless Houlihan Lokey and its affiliates and their respective past, present

and future directors, officers, shareholders, partners, members, employees, agents,

representatives, advisors, subcontractors and controlling persons (collectively, the "Indemnified

Persons") to the fullest extent lawful, from and against any and all losses, claims, damages or

liabilities (or actions in respect thereof), joint or several, arising out of or related to the retention

of Houlihan Lokey by the Debtors and (ii) to reimburse each Indemnified Party for all expenses

(including, without limitation, the fees and expenses of counsel) as they are incurred in

connection with investigating, preparing, pursuing, defending, settling or compromising any

action, suit, dispute, inquiry, investigation or proceeding, pending or threatened, brought by or

against any person or entity (including, without limitation, any shareholder or derivative action),

arising out of or relating to this Agreement, or such engagement, Transaction or actions.


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30. However, notwithstanding anything to the contrary in the Engagement

Letter or any agreements incorporated by reference in the Engagement Letter, the Debtors'

agreement to indemnify and hold Houlihan Lokey harmless is modified as follows:

(a) Subject to the provisions of subparagraphs (b) and (c) beneath the Debtorsare authorized to indemnify, and to provide contribution andreimbursement to, and shall indemnify, and provide contribution andreimbursement to, Houlihan Lokey and its present and former partners,principals and employees in accordance with the terms of the EngagementLetter for any claim arising from, related to, or in connection with theservices provided for in the Engagement Letter, but not for any claimarising from, related to, or in connection with Houlihan Lokey'spostpetition performance of any other services other than those inconnection with the engagement unless such postpetition services andindemnification, contribution and reimbursement therefore are approvedby the Court.

(b) Notwithstanding any indemnification provisions of the Engagement Letterto the contrary, the Debtors shall have no obligation to indemnifyHoulihan Lokey and provide contribution and reimbursement to HoulihanLokey (i) for any claim or expense that is judicially determined (thedetermination having become final) to have arisen from Houlihan Lokey'sbad faith, gross negligence, or willful misconduct, (ii) for a contractualdispute in which the Debtors allege the breach of Houlihan Lokey'scontractual obligations unless the Court determines that indemnification orreimbursement would be permissible pursuant to In re United ArtistsTheatre Co., 315 F.3d 217 (3d Cir. 2003), or (iii) for any claim or expensethat is settled prior to a judicial determination as to the exclusions set forthin clauses (i) and (ii) above, but determined by the Court, after notice anda hearing pursuant to subparagraph (c), beneath, to be a claim or expensefor which Houlihan Lokey should not receive indemnity, contribution andreimbursement under the terms of the Engagement Letter, as modified bythis Order.

(c) If, before the earlier of (i) the entry of an order confirming a chapter 11plan in these chapter 11 cases (that order having become final and nolonger subject to appeal), and (ii) the entry of an order closing thesechapter 11 cases, Houlihan Lokey believes that it is entitled to thepayment of any amounts by the Debtors on account of the Debtors'indemnification, contribution and/or reimbursement obligations under theEngagement Letter (as modified by the Order), including withoutlimitation the advancement of defense costs, Houlihan Lokey must file anapplication therefore in this Court, and the Debtors may not pay any suchamounts to Houlihan Lokey before the entry of an order by this Court


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approving the payment. This subparagraph (c) is intended only to specifythe period of time during which the Court shall have jurisdiction over anyrequest for compensation and expenses by Houlihan Lokey forindemnification, contribution or reimbursement and is not a provisionlimiting the duration of the Debtors' obligation to indemnify HoulihanLokey.

31. Notwithstanding any provisions in the Engagement Letter to the contrary,

the contribution obligations of the Indemnified Parties (as such term is defined in the

Engagement Letter) shall not be limited to the aggregate amount in excess of the amount of fees

actually received by Houlihan Lokey from the Debtors pursuant to the Engagement Letter, the

Order or subsequent orders of this Court.

RETENTION PURSUANT TO BANKRUPTCY CODE SECTION 328(A)

32. The Debtors are seeking to retain Houlihan Lokey pursuant to Bankruptcy

Code section 328(a). Section 328(a) provides, in relevant part, that a debtor "with the court's

approval, may employ or authorize the employment of a professional person under section 327,

on any reasonable terms and conditions of employment, including on a retainer, on an hourly

basis, on a fixed or percentage fee basis, or on a contingent fee basis." 11 U.S.C. § 328(a). Thus,

section 328(a) of the Bankruptcy Code permits this Court to approve the terms of Houlihan

Lokey's engagement as set forth in the Engagement Letter.

33. The Debtors submit that the fee structure, expense reimbursements and

indemnification provisions are reasonable terms and conditions of employment under

Bankruptcy Code section 328(a) in light of the following: (a) the nature and scope of services to

be provided by Houlihan Lokey; (b) industry practice with respect to the fee structures and

indemnification provisions typically utilized by leading investment banks and investment

bankers that do not bill their clients on an hourly basis; (c) market rates charged for comparable

services both in and out of the chapter 11 context; (d) Houlihan Lokey's substantial experience


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with respect to financial restructuring and investment banking; and (e) the nature and scope of

work already performed by Houlihan Lokey prior to the Petition Date.

34. The terms of the Engagement Letter were negotiated in good faith and at

arm's-length between the Debtors and Houlihan Lokey and reflect the Debtors' evaluation of the

extensive work that has been and will be performed by Houlihan Lokey and its financial

advisory expertise. The Debtors acknowledge and agree that the fee structure was agreed upon

by the parties in anticipation of a substantial professional commitment of time and effort by

Houlihan Lokey and its professional staff under the Engagement Letter, and in light of the fact

that such commitment may foreclose other opportunities for Houlihan Lokey and its professional

staff and that the actual time and commitment required of Houlihan Lokey and its professional

staff to perform the services under the Engagement Letter may vary substantially from week to

week or month to month, creating "peak load" issues for the firm.

35. Furthermore, the fee structure is consistent with and typical of

compensation arrangements entered into by Houlihan Lokey and other comparable firms in

connection with the rendering of similar services under similar circumstances. Houlihan Lokey's

strategic and financial expertise as well as its capital markets knowledge, financing skills,

restructuring capabilities, and mergers and acquisitions expertise, some or all of which may be

required by the Debtors during the term of Houlihan Lokey's engagement, were all important

factors in determining the fee structure. The Debtors believe that the ultimate benefit of Houlihan

Lokey's services cannot be measured by reference to the number of hours to be expended by

Houlihan Lokey's professionals in the performance of such services. Accordingly, the Debtors

submit that the fee structure is both fair and reasonable under the standards set forth in

Bankruptcy Code section 328(a).


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36. The Debtors propose that, notwithstanding Houlihan Lokey's retention

under section 328(a), the United States Trustee will retain the right to object to the compensation

to be paid to Houlihan Lokey pursuant to the Engagement Letter based on the reasonableness

standard provided for in Bankruptcy Code section 330, provided that reasonableness for this

purpose will be evaluated by comparing the fees payable to Houlihan Lokey in these cases to the

fees paid to other investment banking firms for comparable services in other chapter 11 cases or

out-of-court restructurings, and will not be evaluated primarily on the basis of the time expended

or the length of these chapter 11 cases.

37. As set forth above, notwithstanding approval of the Engagement Letter

under Bankruptcy Code section 328(a), Houlihan Lokey intends to apply for compensation for

professional services rendered and reimbursement of expenses incurred in connection with these

cases, subject to the Court's approval and in compliance with applicable provisions of the

Bankruptcy Code, the Bankruptcy Rules, the Local Rules, and any other applicable procedures

and orders of the Court and consistent with the fee structure set forth in the Engagement Letter.

COMPLIANCE WITH LOCAL RULE 9013-1(f)

38. The Debtors consent to the entry of final orders or judgments by the Court

if it is determined that the Court, absent consent of the parties, cannot enter final orders or

judgments consistent with Article III of the United States Constitution.

NOTICE

39. Notice of this Application shall be given to (i) the Office of the United

States Trustee for the District of Delaware; (ii) counsel for the ad hoc group of holders of

convertible senior unsecured notes; (iii) counsel for the ad hoc group of holders of senior secured

notes; (iv) counsel to Roust Trading, Ltd.; (v) the indenture trustee for the Debtors' convertible


17

senior unsecured notes facility; (vi) the indenture trustee(s) and security agent(s) for the Debtors'

senior secured note facilities; (vii) the Debtors' top thirty (30) largest creditors listed on each of

their bankruptcy petitions; and (viii) all parties entitled to notice pursuant to Local Rule 9013-

1(m). The Debtors submit that, under the circumstances, no other or further notice is required.

NO PRIOR REQUEST

40. No prior application for the relief request herein has been made to this or

any other court.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


18

CONCLUSION

WHEREFORE the Debtors respectfully request that the Court enter an order (i)

authorizing the Debtors to employ and retain Houlihan Lokey as their financial advisor and

investment banker pursuant to the terms of the Engagement Letter, effective as of the Petition

Date, and (ii) granting the Debtors such other and further relief as is just and proper.

Dated: April 9, 2013

CENTRAL EUROPEAN DISTRIBUTIONCORPORATION(on behalf of itself and the other Debtors)

/s/ Grant WintertonName: Grant WintertonTitle: Chief Executive Officer


IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWARE

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In re:

CENTRAL EUROPEAN DISTRIBUTION

CORPORATION, et al.,

Debtors.1

- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -

x

:

:

:

:

:

:

:

:

x

Chapter 11

Case No. 13-10738 (CSS)


Hrg. Date: May 13, 2013 at 11:00 a.m. (ET)

Obj. Due: May 6, 2013 at 4:00 p.m. (ET)

NOTICE OF APPLICATION OF THE DEBTORS PURSUANT TO 11 U.S.C. §§ 327(A)

AND 328(A), FED. R. BANKR. P. 2014 and 5002, AND DEL. BANKR. L.R. 2014-1 AND

2016-2(H) FOR ENTRY OF AN ORDER (I) AUTHORIZING EMPLOYMENT AND

RETENTION OF HOULIHAN LOKEY CAPITAL, INC. AS FINANCIAL ADVISOR

AND INVESTMENT BANKER FOR THE DEBTORS NUNC PRO TUNC TO THE

PETITION DATE AND (II) MODIFYING CERTAIN INFORMATION

REQUIREMENTS OF DEL. BANKR. L.R. 2016-2

PLEASE TAKE NOTICE that the above-captioned debtors and debtors in

possession (collectively, the "Debtors") filed today the attached Application Of The Debtors

Pursuant To 11 U.S.C. §§ 327(a) And 328(a), Fed. R. Bankr. P. 2014, And Del. Bankr. L.R.

2014-1 And 2016-2(h) For Entry Of An Order (I) Authorizing Employment And Retention Of

Houlihan Lokey Capital, Inc. As Financial Advisor And Investment Banker For The Debtors

Nunc Pro Tunc To The Petition Date And (II) Modifying Certain Information Requirements Of

Del. Bankr. L.R. 2016-2 (the "Application").

PLEASE TAKE FURTHER NOTICE that any and all objections to the

Application must be in writing, filed with the United States Bankruptcy Court for the District of

1 The Debtors and the last four digits of their taxpayer identification numbers are as follows: Central European

Distribution Corporation (5271), CEDC Finance Corporation International, Inc. (0116), and CEDC Finance

Corporation LLC (7136). The address for each of the Debtors is 3000 Atrium Way, Suite 265, Mt. Laurel, NJ

08054.

Case 13-10738-CSS Doc 59-1 Filed 04/09/13 Page 1 of 3

2

Delaware (the "Bankruptcy Court"), 824 North Market Street, Wilmington, Delaware 19801, and

served so as to be received by the following parties no later than May 6, 2013 at 4:00 p.m.

(Eastern): (i) the Debtors, Central European Distribution Corporation, 3000 Atrium Way, Suite

265, Mt. Laurel, NJ 08054, Attn: Brian Morrissey; (ii) counsel to the Debtors, Skadden, Arps,

Slate, Meagher & Flom LLP, Four Times Square, New York, New York 10036, Attn: Jay M.

Goffman, Esq. and Mark A. McDermott, Esq. and One Rodney Square, P.O. Box 636,

Wilmington, Delaware 19899-0636, Attn: Mark S. Chehi, Esq.; (iii) the Office of the United

States Trustee for the District of Delaware, Office of the United States Trustee, Room 2207,

Lockbox 35, 844 North King Street, Wilmington, Delaware 19801, Attn: Benjamin Hackman,

Esq.; (iv) counsel for the 2013 Steering Committee, Brown Rudnick LLP, Seven Times Square,

New York NY 10036, Attn: Robert Stark, Esq. and John Storz, Esq.; (v) counsel for the 2016

Steering Committee, Cadwalader, Wickersham & Taft LLP, Dashwood House, 69 Old Broad

Street, London EC2M 1QS, United Kingdom, Attn: Gregory Petrick, Esq.; (vi) counsel to Roust

Trading, Ltd., White & Case LLP, 1155 Avenue of the Americas, New York, New York 10036-

2787, Attn: Thomas Lauria, Esq.; (vii) the indenture trustee for the Debtors' convertible senior

unsecured notes facility, The Bank of New York Mellon, 40th Floor, One Canada Square,

London E14 5AL, United Kingdom, Attn: Sara Assasi; (viii) the indenture trustee(s) and security

agent(s) for the Debtors' senior secured note facilities, Deutsche Trustee Company Limited,

Deutsche Bank AG, Filiale London, Global Transactional Banking, 10 Bishops Square, London

E1 6EG, United Kingdom, Attn: Tracey Dean and John Woodger; and (ix) the Debtors' top thirty

(30) largest creditors listed on each of their bankruptcy petitions, or if any official committee of

unsecured creditors has been appointed, counsel to such committee.


3

PLEASE TAKE FURTHER NOTICE that a hearing on the Motion will be held

on May 13, 2013 at 11:00 a.m. (Eastern) before the Honorable Christopher S. Sontchi, United

States Bankruptcy Judge for the District of Delaware, in the United States Bankruptcy Court for

the District of Delaware, 5th

Floor, Courtroom 6, 824 North Market Street, Wilmington,

Delaware, 19801 (the "Hearing"). Only objections made in writing and timely filed and received

will be considered by the Court at such Hearing.

PLEASE TAKE FURTHER NOTICE THAT IF NO OBJECTIONS TO

THE APPLICATION ARE TIMELY FILED AND RECEIVED IN ACCORDANCE

WITH THE ABOVE PROCEDURES, THE RELIEF REQUESTED IN THE

APPLICATION MAY BE GRANTED WITHOUT FURTHER NOTICE OR A

HEARING.

Dated: Wilmington, Delaware

April 9, 2013

/s/ Mark S. Chehi

Mark S. Chehi (I.D. No. 2855)

Sarah E. Pierce (I.D. No. 4648)

SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP

One Rodney Square

P.O. Box 636

Wilmington, Delaware 19899-0636

(302) 651-3000

(302) 651-3001

– and –

Jay M. Goffman

Mark A. McDermott

SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP

Four Times Square

New York, New York 10036-6522

(212) 735-3000

(212) 735-2000

Proposed Counsel for Debtors and Debtors in Possession


EXHIBIT A

Hilty Declaration



- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -

In re:


Debtors.1

- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -

x:::::::x

Chapter 11

Case No. 13-10738 (CSS)


DECLARATION OF DAVID R. HILTY IN SUPPORT OF THE APPLICATION OF THEDEBTORS PURSUANT TO 11 U.S.C. §§ 327(A) AND 328(A), FED. R. BANKR. P. 2014

AND 5002, AND DEL. BANKR. L.R. 2014-1 AND 2016-2(H) FOR ENTRY OF ANORDER (I) AUTHORIZING EMPLOYMENT AND RETENTION OF HOULIHAN

LOKEY CAPITAL, INC. AS FINANCIAL ADVISOR AND INVESTMENT BANKERFOR THE DEBTORS NUNC PRO TUNC TO THE PETITION DATE AND (II)

MODIFYING CERTAIN INFORMATION REQUIREMENTSOF DEL. BANKR. L.R. 2016-2

I, David R. Hilty, declare under penalty of perjury as follows:

1. I am a Managing Director of Houlihan Lokey Capital, Inc. (“Houlihan Lokey”),

and am duly authorized to make this Declaration on behalf of Houlihan Lokey. Pursuant to

section 328 of title 11 of the United States Code (the "Bankruptcy Code"), Rules 2014 and 5002

of the Federal Rules of Bankruptcy Procedure (the "Bankruptcy Rules") and Rules 2014-1 and

2016-2(h) of the Local Rules of Bankruptcy Practice and Procedure of the United States

Bankruptcy Court for the District of Delaware, I submit this Declaration in support of the

application (the “Application”)2 of the debtors and debtors in possession (collectively, the


2 Unless otherwise defined herein, capitalized terms used herein shall have the meanings ascribed to them in theApplication.


2

“Debtors”) in the above-captioned chapter 11 cases for an order authorizing the employment

and retention of Houlihan Lokey as financial advisor and investment banker to the Debtors

nunc pro tunc to the Petition Date. Except as otherwise noted, I have personal knowledge of the

matters set forth herein and, if called as a witness, I could and would testify thereto.

2. This Declaration is also submitted as the statement required pursuant to sections

328(a) and 504 of the Bankruptcy Code, and Rule 2014(a) of the Bankruptcy Rules.

HOULIHAN LOKEY'S QUALIFICATIONS

3. Houlihan Lokey is well suited to provide the services that the Debtors require.

Houlihan Lokey is a nationally recognized investment banking and financial advisory firm with

sixteen offices worldwide and more than eight hundred professionals. Houlihan Lokey provides

corporate finance and financial advisory services, as well as execution capabilities, in a variety

of areas, including financial restructuring. In 2012, Houlihan Lokey ranked as the No. 1 M&A

advisor for U.S. transactions under $3 billion, according to Thomson Reuters. The firm is one

of the leading providers of M&A fairness opinions and has one of the largest worldwide

financial restructuring practices of any investment bank. Houlihan Lokey annually serves more

than 1,000 clients ranging from closely held companies to Global 500 corporations.

4. Houlihan Lokey’s Financial Restructuring Group, which has more than 165

professionals, is one of the leading advisors and investment bankers to debtors, secured and

unsecured creditors, acquirers, and other parties-in-interest involved in financially troubled

companies based in a variety of industries and requiring complex financial restructurings, both

in and outside of bankruptcy. Houlihan Lokey has been, and is, involved in a number of large

restructuring cases in the United States, including representing debtors recently in

Northhampton Generating Company, LP; AES Thames, L.L.C.; MSR Resort Golf Course LLC;

Truvo USA LLC; Mark IV Industries, Inc.; Premier International Holdings, Inc.; Aventine


3

Renewable Energy Holdings, Inc.; Foamex International Inc.; and Buffets Holdings, Inc.; and

representing official creditors’ committees in THQ, Inc.; Overseas Shipping Group, Inc.;

Arcapita Bank B.S.C.; General Growth Properties; Chemtura Corporation; Smurfit-Stone

Container Corp.; WCI Communities Inc.; SemGroup LP; Lehman Brothers Holdings Inc.; Delta

Airlines, Inc; Refco Inc.; WorldCom, Inc.; and Enron Corp..

HOULIHAN LOKEY'S PREPETITION SERVICES

5. Before the Petition Date, on November 20, 2012, the Company engaged

Houlihan Lokey to provide general investment banking and financial advice in connection with

the Debtors' attempts to complete a strategic restructuring, reorganization and/or

recapitalization of all or a significant portion of the Debtors' outstanding indebtedness, as well

as to prepare for the potential commencement of these chapter 11 cases.

6. In rendering prepetition services to the Company in connection with these

matters, Houlihan Lokey has worked closely with the Company's management and other

retained professionals and has become well-acquainted with the Debtors' business operations

and capital structure. Accordingly, Houlihan Lokey has developed significant expertise

regarding the Debtors that will assist it in providing effective and efficient services during these

chapter 11 cases. Should the Court approve the Debtors' retention of Houlihan Lokey as

investment bankers, Houlihan Lokey will continue, without interruption, to perform the services

for the Debtors as described herein.


4

SERVICES TO BE PROVIDED3

7. As more fully described in the Engagement Letter, attached as Exhibit B to the

Application, the services to be provided by Houlihan Lokey in these chapter 11 cases include

the following:4

(a) assisting the Company in the development, preparation anddistribution of selected information (including assisting indeveloping clear analyses of the Company's financial position,valuation, debt capacity, liquidity and cash flow forecasts and theanalysis of strategic and financial alternatives), documents andother materials, including advising the Company in the preparationof an offering memorandum;

(b) assisting the Company in evaluating indications of interest andproposals regarding any Transaction(s) from current and/orpotential lenders, equity investors, acquirers and/or strategicpartners;

(c) assisting the Company with the development, structuring,negotiation and implementation of any Transactions(s), includingparticipating in negotiations with creditors and other partiesinvolved in any Transaction(s);

(d) providing expert advice and testimony regarding financial mattersrelated to any Transactions(s), if necessary;

(e) providing the opinions required by (i) Section 4.13 of the indenturegoverning the Company's $380 million principal amount of9.125% Senior Secured Notes due 2016 and €430 million principalamount of 8.875% Senior Secured Notes due 2016 or (ii) asrequested as part of any Transaction;

(f) attending meetings of the Company's Board of Directors, theSpecial Committee of the Board of Directors, creditor groups,official constituencies and other interested parties, as the Companyreasonably determines to be necessary or desirable; and

3 In the event of any conflict between the summary of services and fees contained herein and the terms orconditions of the Engagement Letter and the Order, the terms and conditions of the Engagement Letter andOrder shall control.

4 Unless otherwise defined in this section and the section titled "Professional Compensation," capitalized termsshall have the meanings ascribed to them in the Engagement Letter.


5

(g) providing such other financial advisory and investment bankingservices as may be agreed upon by Houlihan Lokey and theCompany.

8. Houlihan Lokey will carry out unique functions and will use reasonable efforts

to coordinate with the Debtors and other professionals retained in these cases to avoid the

unnecessary duplication of services.

9. In addition to me, the principal professionals who have rendered, and are

expected to render, services to the Debtors are as follows: Magnus Scaddan, Tom Seward, Jeff

Dorst, Surbhi Gupta, Matthew Eaves, Russell Mason and Taylor Perry. A summary of the

qualifications of the principal professionals is attached hereto as Annex 1 and is incorporated

herein by this reference.

PROFESSIONAL COMPENSATION

10. Prior to the commencement of these chapter 11 cases and under the terms of the

Engagement Letter, the Debtors paid Houlihan Lokey fees of $1,647,409.37, including an

initial fee of $100,000 and $400,000 in incremental Monthly Fees for services rendered, and for

reasonable out-of-pocket expenses related thereto of $147,409.37, plus an Opinion Fee of

$1,000,000 as more fully described in 14(b) below. As more fully described in the Engagement

Letter, in consideration of the services provided by Houlihan Lokey, the Company has agreed

to pay Houlihan Lokey during these chapter 11 cases:

(a) Monthly Fee: A monthly cash fee of $100,000 (the "MonthlyFees"). Fifty percent of all Monthly Fees paid on or after March20, 2013 will credit against any Transaction Fee.

(b) Opinion Fee: A cash fee of (i) $750,000 for any Opinions requiredas part of a Transaction, which will be fully creditable against anyRestructuring Transaction Fee (as defined below); (ii) $1,000,000for any Opinions required as part of an alternative financingtransaction related to the available cash amounts previouslyinvested by Roust Trading Ltd. or its affiliates in the Company,


6

which will be creditable up to fifty percent against anyRestructuring Transaction Fee.

(c) Restructuring Transaction Fee: A cash fee of (i) $2,000,000 in thecase of a Restructuring Transaction of the Convertible Notes; (ii)$5,000,000 in the case of a Restructuring Transaction of theSecured Notes; provided however, in the case of a RestructuringTransaction of the Convertible Notes and a RestructuringTransaction of the Secured Notes, the total combined RestructuringTransaction Fees will equal $5,750,000 and no additionalRestructuring Transaction Fee will be due under (i) or (ii) above.

(d) Consent Transaction Fee: A cash fee of $1,500,000 upon theclosing of a Consent Transaction with regard to the Secured Notes.No Consent Transaction Fee will be due in respect of a Transactionthat also constitutes a Restructuring Transaction of the SecuredNotes.

(e) Sale Transaction Fee: A cash fee, upon the closing of each SaleTransaction, equal to one percent of the Aggregate GrossConsideration, subject to a minimum Sale Transaction Fee of$750,000 per Sale Transaction. No Sale Transaction Fee will bedue in connection with any investment made by Roust TradingLtd. or any of its affiliates.

(f) Financing Transaction Fee: A cash fee equal to the sum of (i) onepercent of secured debt raised (or committed) that is senior to otherindebtedness of the Company (including any debtor-in-possessionfinancing); (ii) three percent of junior secured, unsecured, orsubordinated debt raised (or committed); and (iii) five percent ofequity or equity-linked securities placed or committed. NoFinancing Transaction Fee will be due in connection with anyinvestment made by Roust Trading Ltd. or any of its affiliates.

11. In addition to all of the other fees and expenses described in the Engagement

Letter, the Company shall, upon Houlihan Lokey's request and in accordance with applicable

orders of the Bankruptcy Court, reimburse Houlihan Lokey for its reasonable out of-pocket

expenses incurred from time to time in connection with its services hereunder. Houlihan Lokey

bills its clients for its reasonable out-of-pocket expenses including, but not limited to (i) travel-

related and certain other expenses, without regard to volume-based or similar credits or rebates

Houlihan Lokey may receive from, or fixed fee arrangements made with, travel agents, airlines


7

or other vendors on a periodic basis, and (ii) research, database and similar information charges

paid to third party vendors, and postage, telecommunication and duplicating expenses, to

perform client-related services that are not capable of being identified with, or charged to, a

particular client or engagement in a reasonably practicable manner, based upon a uniformly

applied monthly assessment or percentage of the fees due to Houlihan Lokey.

12. Pursuant to the Engagement Letter and subject to application to this Court,

Houlihan Lokey is also entitled to reimbursement by the Company for the fees and expenses of

Houlihan Lokey’s legal counsel, not to exceed $10,000 without the Company’s prior approval,

which shall not be unreasonably withheld, incurred in connection with the negotiation and

performance of the Engagement Letter and the matters contemplated hereby.

13. The compensation structure described above is (i) comparable to compensation

generally charged by investment banking firms of similar stature to Houlihan Lokey for

comparable engagements, both in and out of bankruptcy proceedings, and (ii) reflects a typical

fee structure for Houlihan Lokey and other leading investment banking firms which do not bill

their clients on an hourly basis, but are generally compensated on a transactional basis.

HOULIHAN LOKEY'S DISINTERESTEDNESS

14. From time to time, Houlihan Lokey’s Financial Restructuring Group, which is

providing the services in this case, has provided services, and likely will continue to provide

services to certain attorneys, other professionals, creditors (including lenders) and/or security

holders of the Debtors and various other parties, some of whom may be providing services to,

or may be adverse to, or may be otherwise connected to, the Debtors, in each case in matters

unrelated to these chapter 11 cases.


8

15. In addition to its Financial Restructuring Group, Houlihan Lokey and the other

subsidiaries of its direct parent company, Houlihan Lokey, Inc., that are engaged in providing

investment banking and financial advisory services globally (collectively, the “Houlihan Lokey

Group”) provide services to a wide range of institutions and individuals and may in the past

have had, and may currently or in the future have, financial advisory or other investment

banking relationships with parties that may have interests with respect to the Debtors. In the

ordinary course of business, investment funds affiliated with the Houlihan Lokey Group and

certain of the Houlihan Lokey Group’s employees, as well as investment funds in which such

employees may have financial interests, but over whose investment decisions such employees

have no input or control, may acquire, hold or sell, long or short positions, or trade or otherwise

effect transactions, in debt, equity, and other securities and financial instruments (including

bank loans and other obligations) of, or investments in, the Debtors or other parties that may

have an interest in these chapter 11 cases or have other relationships with such parties. With

respect to any such securities, financial instruments and/or investments, all rights in respect of

such securities, financial instruments and investments, including any voting rights, will be

exercised by the holder of the rights, in its sole discretion. Moreover, the Houlihan Lokey

employees who are working on these chapter 11 cases are subject to compliance mechanisms

and policies and procedures designed to prevent confidential, non-public information from

being improperly shared.

16. The Houlihan Lokey Group’s Hedge Fund and Derivatives Valuation Services

Group provides valuation opinions on the securities and derivative holdings of various business

development companies, private equity firms and hedge funds, which may include debt

securities of the Debtors. This work is unrelated to the financial advisory and investment


9

banking services that Houlihan Lokey intends to provide in these chapter 11 cases. Moreover,

the Houlihan Lokey Group, through the establishment of an “Information Wall” has separated

its employees in the Hedge Fund and Derivatives Valuation Services Group from the rest of the

employees of the Houlihan Lokey Group. This “Information Wall” includes physical and

technological barriers, compliance mechanisms and policies and procedures designed to prevent

confidential, non-public information and work product from being shared improperly.

17. In the ordinary course of its business, Houlihan Lokey from time to time

discusses issues concerning stressed and distressed companies with creditors and prospective

creditors that are clients of the firm, or that otherwise contact Houlihan Lokey, or that are

referred to the firm in light of Houlihan Lokey’s reputation for covering such companies and/or

relevant industry expertise. At the time of those contacts, it is not known whether any particular

company will actually file for bankruptcy, or if any of these creditors and/or potential creditors

will serve on any future committee, or even be a creditor of the relevant estate in the event of a

future bankruptcy.

18. Houlihan Lokey personnel may have business associations with certain creditors

of the Debtors or counsel or other professionals involved in these chapter 11 cases on matters

unrelated to these chapter 11 cases. In addition, in the ordinary course of its business, Houlihan

Lokey may engage counsel or other professionals in unrelated matters who now represent, or in

the future may represent, creditors or other interested parties in these chapter 11 cases.

19. Houlihan Lokey is indirectly majority-owned by ORIX USA Corporation, an

affiliate of ORIX Corporation, a diversified financial services company based in Japan

(collectively, “ORIX”), which has a wide-range of business interests in 26 countries. ORIX’s

businesses (other than the Houlihan Lokey Group) are not managed or controlled by the


10

Houlihan Lokey Group or any of its employees and the Houlihan Lokey Group has no input

into any of ORIX’s decisions regarding its other businesses. While ORIX does control a

majority of the equity of the Houlihan Lokey Group (approximately 48% of the common equity

is held by Houlihan Lokey Group employees), the Houlihan Lokey Group is operated as a

separate business from all other ORIX entities. As evidence of this separateness, (i) the

Houlihan Lokey Group is governed by a 15-person board of directors, eleven of whom are

Houlihan Lokey Group employees and four are designated by ORIX, (ii) the activities of the

Houlihan Lokey Group are managed on a day-to-day basis exclusively by Houlihan Lokey

Group employees, (iii) only the profits and losses of the Houlihan Lokey Group businesses are

taken into account in valuing the equity of the Houlihan Lokey Group and (iv) the aggregate

annual compensation of Houlihan Lokey Group professionals is set by formula and ORIX has

no input in determining that amount.

20. To determine its relationship with parties in interest in these chapter 11 cases,

Houlihan Lokey has researched the client databases maintained with respect to the Houlihan

Lokey Group to determine whether it has any relationships with the entities (individually an

“Interested Party” and, collectively, the “Interested Parties”) that were identified to Houlihan

Lokey by the Debtors and which are listed on Annex 2 hereto. Categories in which such entities

fall include:

(a) The Debtors and Affiliates;

(b) Holders of Senior Secured Notes Due 2016;

(c) Holders of Convertible Notes Due 2013;

(d) Agents and Indenture Trustees for Senior Secured Notes Due2016;

(e) Agents and Trustees for Convertible Notes Due 2013;


11

(f) Lenders and Agents Under Various Loan Facilities;

(g) Depository Banks;

(h) Factoring Parties;

(i) Landlords;

(j) D&O Insurance Carriers;

(k) Other Major Contracts;

(l) Medical Plan Providers;

(m) Workers Compensation Insurance;

(n) Roust and Affiliates;

(o) Other Significant Shareholder(s);

(p) Litigation Parties;

(q) Litigation Co-Defendants;

(r) Officers and Directors;

(s) Former (up to 2 years) officers, directors, partners, and otherinsiders of the Debtors and their subsidiaries;

(t) Debtor Professionals;

(u) Pre-Petition Debtor Professionals;

(v) Trade Vendors;

(w) Other Potential Parties in Interest;

(x) Professionals to Roustam Tariko;

(y) Professionals to Mark Kaufman;

(z) Professional to the Steering Committee for the Senior SecuredNotes Due 2016;

(aa) Member of the Steering Committee Senior Secured Notes Due2016;

(bb) Professionals for the Ad Hoc Consortium;


12

(cc) Members of the Ad Hoc Consortium;

(dd) U.S. Trustee's Office – Region 3 – Trial Attorneys;

(ee) U.S. Bankruptcy Court Judges – District of Delaware;

(ff) U.S. District Court Judges – District of Delaware; and

(gg) U.S. Court of Appeals Judges for the Third Circuit.

21. In addition to checking the client data base maintained by the Houlihan Lokey

Group, Houlihan Lokey checked this list of Interested Parties and determined that none of them

is a company controlled by ORIX outside the Houlihan Lokey Group.

22. The attached Annex 3 details the relationship check performed by Houlihan

Lokey, and identifies any relationships discovered through such investigation that members of

the Houlihan Lokey Group have with any Interested Parties in these chapter 11 cases.

23. To the best of my knowledge, information and belief after reasonable inquiry,

other than as disclosed in this Declaration, neither I, the Houlihan Lokey Group, nor any of our

professionals or employees participating in or connected with Houlihan Lokey’s engagement

with the Company: (i) is related to the Debtors or any other party in interest herein, the Unites

States Trustee for the District of Delaware or anyone employed in the United States Trustee’s

Office for this District; (ii) has any connection with or holds or represents any interest adverse

to the Debtors, their estates, their creditors or any other Interested Party or their respective

attorneys in the matters on which Houlihan Lokey is proposed to be retained; or (iii) has

advised any Interested Party in connection with these chapter 11 cases. In addition, Houlihan

Lokey does not believe that any relationship that the Houlihan Lokey Group or any of our

professionals or employees participating in or connected with Houlihan Lokey’s engagement

with the Company may have with any Interested Party in connection with any unrelated matter


13

will interfere with or impair Houlihan Lokey’s representation of the Company in these chapter

11 cases.

24. To the extent Houlihan Lokey discovers any facts bearing on the matters

described herein during the period of Houlihan Lokey’s retention, Houlihan Lokey undertakes

to amend and supplement the information contained in this Declaration to disclose such facts.

25. Based on all of the foregoing, Houlihan Lokey is a “disinterested person” as that

term is defined in section 101(14) of the Bankruptcy Code.

26. No agreement or understanding presently exists to share with any other person or

firm any compensation received by Houlihan Lokey for its services in these cases. If any such

agreement is entered into, Houlihan Lokey undertakes to amend and supplement this

Declaration to disclose the terms of any such agreement.

27. No promises have been received by Houlihan Lokey, or by any employee

thereof, as to compensation in connection with these cases other than in accordance with the

provisions of the Bankruptcy Code.

INDEMNIFICATION OF HOULIHAN LOKEY

28. Among other things, the Engagement Letter provides that the Debtors shall

indemnify Houlihan Lokey against any and all losses, claims, damages or liabilities to which

Houlihan Lokey may become subject in connection with services provided pursuant to the

Engagement Letter. The Debtors shall pay Houlihan Lokey’s fees and expenses, including

counsel fees, as they are incurred in defending any such claim; provided, however, that where it

has been determined in a final judgment by a court of competent jurisdiction that the claim

resulted from the gross negligence, bad faith or willful misconduct of Houlihan Lokey,

Houlihan Lokey shall repay the Debtors for any fees and expenses advanced by the Debtors


14

pursuant to the preceding sentence. However, consistent with previous understandings and

agreements with the Office of the Unites States Trustee for the District of Delaware, Houlihan

Lokey has proposed to modify its indemnification provisions in the Engagement Letter to those

outlined in the proposed Order, which are consistent with the terms agreed to in other recent

retentions of Houlihan Lokey in chapter 11 cases in Delaware.

COMPLIANCE WITH BANKRUPTCY CODE AND BANKRUPTCY RULES

29. I am generally familiar with the Bankruptcy Code and the Bankruptcy Rules,

and Houlihan Lokey will comply with them, subject to the Orders of this Court..

I declare under penalty of perjury that the foregoing is true and correct.

Executed on this 9th day of April, 2013.

/s/ David Hilty

David HiltyManaging DirectorHoulihan Lokey Capital, Inc.


Annex 1 to Exhibit A

Principal Professionals

David Hilty (Managing Director):

Mr. Hilty is a Managing Director in Houlihan Lokey’s New York office and heads theFinancial Restructuring Group in New York. He has been employed by the firm for overtwo decades and has primarily worked in the Financial Restructuring Group, where hasadvised companies, bondholders and other creditor groups in out-of-court restructurings,“pre-packaged” or “pre-arranged” chapter 11’s, and unplanned chapter 11reorganizations. In addition, he has been involved in the financial restructuring of severalEuropean and Latin American based companies advising both debtors and creditors,including designing and structuring out-of-court exchange offers and “pre-arranged”reorganizations in local European and Latin American jurisdictions.

In addition to assisting clients with financial restructurings services, Mr. Hilty hasprovided clients with a variety of other investment banking and valuation services thatincluded debt financings for distressed and non-distressed companies, advising on theacquisition or sale of companies and/or operating divisions in a distressed and non-distressed environment, and raising debt and equity capital. Since 1995, he has alsoserved as the National Director of Marketing for the Financial Restructuring Group andhas coordinated the firm’s tracking, monitoring and marketing of engagements.

Mr. Hilty earned a B.S. in commerce with a concentration in finance from the Universityof Virginia's McIntire School of Commerce.

Magnus Scadden (Managing Director):

Mr. Scaddan is a Managing Director and Head of EMEA Consumer & Retail forHoulihan Lokey. He is responsible for the development of the firm’s local and cross-border M&A and financing business in the consumer and retail sectors across the region,with a particular focus on the food, beverage, household and personal care industryverticals. Mr. Scaddan is based in the London office.

Mr. Scaddan has almost 20 years investment banking experience, and was most recentlyat Nomura (formerly Lehman Brothers) in London, where he was a managing directorand co-head of consumer and retail investment banking, EMEA.

Prior to this, Mr. Scaddan was a managing director and head of consumer investmentbanking, EMEA, at HSBC in London. Previously, he was a director in the


consumer/retail banking investment banking group at Credit Suisse in London. He startedhis career at Wasserstein Perella & Co. in New York.

Tom Seward (Director):

Mr. Seward is a Director in Houlihan Lokey’s London office. Before joining HoulihanLokey, Mr. Seward worked for four years in Lehman Brothers’ Global Chemicals teambased in New York. Earlier, Mr. Seward worked for Greenhill & Co. in London and NewYork, specializing in debt restructuring and M&A, as well as JPMorgan Chase.

He has worked on a wide range of advisory assignments in both North America andEurope, including the restructuring of Cornerstone International Propane, MetromediaFiber Network, Evergreen International Aviation and UPC Communications, as well asnumerous M&A and capital markets transactions in the North American chemicals space,including GE Plastics, Celanese, Rockwood Holdings and Georgia Gulf.

Mr. Seward holds an M.A. in economics and politics from the University of Edinburgh.

Jeff Dorst (Senior Vice President):

Mr. Dorst is a Senior Vice President in Houlihan Lokey’s Capital Markets Group. He hasnearly 15 years of experience in debt repurchases, covenant modifications and exchangeoffers for corporate and sovereign issuers in the Americas, Europe, Asia and Australia.

Before joining Houlihan Lokey, Mr. Dorst was a leading member of the banking team inthe Liability Management Group at UBS that structured and executed Argentina's $82billion multi-currency exchange offer in 2005, the largest liability managementtransaction ever completed. He was also executive director and co-head of the GlobalLiability Management Group at UBS, part of Debt Capital Markets. Since 1995, he heldsimilar positions in liability management at Credit Suisse, Donaldson Lufkin & Jenretteand Smith Barney.

Mr. Dorst holds a B.S. in computer science from Bucknell University.

Surbhi Gupta (Vice President):

Ms. Gupta is a Vice President in the Financial Restructuring Group in Houlihan Lokey'sNew York office. She joined the firm in 2005, working on numerous Europeanrestructurings at the firm's London office before transferring to New York.


Ms. Gupta has worked on transactions across various industries, including automotive,real estate, and retail. During recent years she has provided restructuring advice to amajor party of interest in transactions such as Barneys New York, Hancock Fabrics,Delta Air Lines, Mark IV Industries, Extended Stay Hotels and Herbst Gaming.

Ms. Gupta received her B.A. in economics from Swarthmore College and her M.Sc. inaccounting and finance from the London School of Economics and Political Science.

Matthew Eaves (Associate):

Mr. Eaves is an Associate in Houlihan Lokey’s New York office, where he is a memberof the Financial Restructuring Group. He joined the firm in 2008 after completing asummer internship with the firm in 2007.

His recent engagements include Seanergy Maritime Corporation, Mohegan TribalGaming Authority, CIT Group Inc, Trump Entertainment Resorts, Peermont Global,Riviera Holdings, Truvo Intermediate, TI Automotive, Dunavant Enterprises and OscientPharmaceuticals.

Mr. Eaves earned a B.S. in organizational development with a minor in finance fromVanderbilt University. He is registered with FINRA as a General SecuritiesRepresentative (Series 7 and 63) and a Limited Representative – Investment Banking(Series 79).

Russell Mason (Associate):

Mr. Mason is an Associate in the Financial Restructuring Group in Houlihan Lokey’sLondon office.

Before joining Houlihan Lokey, Mr. Mason was an associate with Challenger CapitalGroup, a boutique investment bank and private equity firm, where he focused on M&Aadvisory and capital raising transactions. Earlier, he was a financial analyst at HarrisNesbitt/BMO Capital Markets.

Mr. Mason graduated from Southern Methodist University with a B.A. in finance andholds an M.B.A. in finance and accounting from the University of Chicago GraduateSchool of Business.


Taylor Perry (Financial Analyst):

Mr. Perry is a Financial Analyst in Houlihan Lokey’s New York office, where he is amember of the Financial Restructuring Group.

Before joining Houlihan Lokey full time, Mr. Perry worked for the firm as a summeranalyst.

Mr. Perry earned a B.S. in commerce with concentrations in finance and accounting fromthe McIntire School of Commerce at the University of Virginia. He is registered withFINRA as a General Securities Representative (Series 63) and a Limited Representative –Investment Banking (Series 79).



List of Potential Parties in Interest

Company and AffiliatesCEDC Corporation, a corporation organized under the laws of the State of Delaware in theUnited StatesCEDC International Sp. z o.o. (f/k/a Carey Agri International-Poland Sp. z o.o.), a limitedliability company organized under the laws of PolandFine Wines and Spirits, Sp z o.o., a limited liability company organized under the laws ofPolandPrzedsiebiorstwo "Polmos" Bialystok S.A., a closed joint stock company formed under thelaws of PolandAstor Sp z o.o., an entity organized under the laws of PolandDako-Galant Przedsleblorstwo Handlowo Produkcyjne Sp z o.o., an entity organized underthe laws of PolandDamianex S.A., an entity organized under the laws of PolandDelikates Sp z o.o., an entity organized under the laws of PolandMiro Sp z o.o., an entity organized under the laws of PolandMTC Sp z o.o., an entity organized under the laws of PolandMulti-Ex S.A., an entity organized under the laws of PolandOnufry S.A., an entity organized under the laws of PolandPanta-Hurt Sp z o.o., an entity organized under the laws of PolandPolskie Hurtownie Alkoholi Sp z o.o., an entity organized under the laws of PolandPrzedsiebiorstwo Dystrybucji Alkoholi "Agis" S., an entity organized under the laws ofPolandGlavspirttirest, an entity organized under the laws of CyprusBols Sp z o.o., an entity organized under the laws of PolandBols Hungary, Kft, a limited liability company organized under the laws of HungaryBotapol Holding B.V., an entity organized under the laws of The NetherlandsClassic Sp z o.o., a limited liability company organized under the laws of PolandCopecresto Enterprises Limited, a limited liability company organized under the laws ofCyprusParliament Group, an entity organized under the laws of the Russian FederationOOO Parliament Production, a limited liability company organized under the laws of theRussian FederationOOO Parliament Distribution, a limited liability company organized under the laws of theRussian FederationLugano Holding Limited, a limited liability company organized under the laws of CyprusISF GmbH, a limited liability company organized under the laws of GermanyPeulla Enterprises Limited, a limited liability company organized under the laws of CyprusWHL Holdings Limited, a limited liability company organized under the laws of Cyprus.Dancraig Wine & Spirits Trading Limited, a limited liability company organized under thelaws of the Isle of ManGlobal Wine & Spirit Holdings Limited, a limited liability company organized under thelaws of Cyprus


Tisifoni Wines & Spirits Limited, a limited liability company organized under the laws ofCyprusMHWH Ltd., an entity organized under the laws of CyprusOOO Whitehall-Center, a limited liability company organized under the laws of the RussianfederationOOO WH Import Company, a limited liability company organized under the laws of theRussian FederationOOO Whitehall Severo-Zapad, a limited liability company organized under the laws of theRussian FederationOOO Whitehall-Saint-Petersburg, a limited liability company organized under the laws of theRussian FederationOOO Whitehall-Siberia, a limited liability company organized under the laws of the RussianFederationOOO WH Rostov-na-Donu, a limited liability company organized under the laws of theRussian FederationBravo Premium LLC, a limited liability company organized under the laws of the RussianFederationCEDC Finance Corporation, LLC, a limited liability company organized under the laws ofthe State of Delaware in the United StatesCEDC Finance Corporation International, Inc., a corporation organized under the laws of theState of Delaware in the United StatesJelegat Holdings Limited (a/k/ Russian Alcohol Finance Ltd.), a limited liability companyorganized under the laws of CyprusJSC “Distillery Topaz,” a closed joint stock company organized under the laws of theRussian FederationJSC “Russian Alcohol Group,” a closed joint stock company organized under the laws of theRussian FederationLatchey Limited, a limited liability company organized under the laws of CyprusLimited Liability Company “The Trading House Russian Alcohol,” a limited liabilitycompany organized under the laws of the Russian FederationLion/Rally Cayman 6, an entity organized under the laws of the Cayman IslandsLion/Rally Lux 1 S.A., a closed joint stock company organized under the laws of theNetherlandsLion/Rally Lux 2 Sarl, a limited liability company organized under the laws of theNetherlandsLion/Rally Lux 3 Sarl, a limited liability company organized under the laws of theNetherlandsMid-Russian Distilleries, a corporation organized under the laws of the Russian FederationOOO “First Tula Distillery,” a limited liability company organized under the laws of theRussian FederationOOO “Glavspirttirest,” a limited liability company organized under the laws of the RussianFederationVlaktor Trading, an entity organized under the laws of CyprusChorniy & Mikola, an entity organized under the laws of UkrainePremier Distribution Company, an entity organized under the laws of UkrainePasalba Ltd., a limited liability company organized under the laws of Cyprus


PWW Sp. z o.o., a limited liability company organized under the laws of PolandZAO “Sibirskiy LVZ,” a closed joint stock company organized under the laws of the RussianFederationPremium Distributors Sp. z o.o.Polmos Białystok S.A.

Holders of Senior Secured Notes Due 2016Ashmore Investment Management, LTDYork CapitalFranklin Advisers, Inc.Legal & General Investment Management, LTDLord Abbett & Company, LLCContrarian Capital Management, LLCLogan Circle Partners, L.P.PIMCO – Pacific Investment Management CompanySilverback Asset Management, LLCDWS Investment GmbHGLG Partners, L.P.M&G Investment Management, LTDNewton Investment Management, LTDCapital Research & Management Company (U.S)CapeviewAmundi Asset ManagementStandard Bank CIB InternationalJupiter Asset Management, LTD (U.K.)Mark KaufmanInsight InvestmentPioneer Investment Management SGRpA (Italy)UBS SecuritiesT. Rowe Price Associates, Inc.Castle Creek Arbitrage, LLCInvesco Advisers, Inc.Loeb CapitalKingsland CapitalFranklin Templeton Investment Management, LTD (U.K.)Observatory CapitalThames River CapitalTPG Credit ManagementClutterbuck Capital Management, LLCClariden Credit Suisse Private BankCredit Suisse ZurichAlandsbanken Asset Management OySchroder Investment Management North AmericaClariden Leu AGKnott PartnersRBS London


Bank of SingaporeAllianceBernstein, L.P. (U.S.)Dr. Kohlhase Vermogensverwaltungsgesellschaft mbHSEB Wealth ManagementKBL European Private BankersCFM MonacoNightscapeSummation CapitalWolverineCapital Guardian Trust Company (U.S.)Deutsche Bank Securities, Inc.Pohjola Asset Management, LTDPayden & RygelPeritus I Asset Management, LLCRaiffeisen Kapitalanlagegesellschaft mbHCharlemagne Capital (UK), LTDRaiffeisen Asset Management (Bulgaria) EADFideuram Asset Management (Ireland), LTDDeka Investment GmbHHSBC Global Asset Management (U.K.), LTDAnima SGR S.p.A.Ibercaja Gestión, S.G.I.I.C., S.A.R&D Bauer Ventures, L.P.Prudential Asset Management (Hong Kong), LTDOTP Fund Management, LTDUBI Pramerica SGRWellington Management Company, LLPHIM Monegy, Inc.CIGNA Investments, Inc.Barclays CapitalGuardian Investor Services, LLCBanque Delen S.A.Advent Capital ManagementAssurance AgencyJewel InvestmentsLucrorOutrider ManagementPeritus Asset ManagementPohjola Asset ManagementSchroders Asset ManagementSkyline Asset Management Co.Symons Capital ManagementFM MonacoEuroclear BankingClearstream BankingPeritus High Yield ETF


Market Vectors International High Yield ETFUp Em OBL IIJ.P. Morgan Clearing Corp.Goldman Sachs Execution & Clearing, L.P.Credit Suisse Securities (USA) LLCBank of New York Mellon, The/ Barclays Capital Securities Ltd., SBL/PBBarclays/FIXEDJPMorgan/InternationalBNP Paribas Prime Brokerage, Inc.Wells Fargo SecuritiesGoldman, Sachs & Co.Morgan Stanley & Co. LLCPershing LLCCitigroup Global Markets Inc.Merrill Lynch SafekeepingNational Financial ServicesStockcross Financial ServicesBank of New York MellonBrown BrothersCitibank, N.A.JP Morgan ChaseJP Morgan Chase Bank, N.A.JPMCBNANorthern Trust CompanyState Street Bank and Trust CompanyWells Fargo Bank, NABMO Harris Bank NA/M&I TrustBank of America, N.A.State Street BankMerrill Lynch, Pierce, Fenner & Smith Inc.Wells Fargo Securities, LLC

Holders of Convertible Notes Due 2013Russian Standard Corp.Lazard Asset Management, LLC (U.S.)Lord Abbett & Company, LLCWolverine Asset Management, LLCThornburg Investment Management, Inc.UBS Securities, LLCSelz Capital, LLCDeutsche Bank Securities, Inc.Columbia Management Investment Advisers, LLCPENN Capital Management Company, Inc.Zazove Associates, LLCBNP Paribas Investment Partners Belgium S.A.DuPont Capital Management Corporation


J.P. Morgan Securities, LLCPIMCO - Pacific Investment Management CompanyPohjola Asset Management, LTDAviva Investors London (U.S.)ClearBridge Advisors, LLCHermitage Capital Management, LTDFidelity International Limited - FIL Investment Services (U.K.), LTDAQR Capital Management, LLCArtis Capital Management, L.P.Silvercreek Management, Inc.Insight Investment Management (Global), LTDCovington AssociatesChelsea Management CompanyBH Asset Management, LLCSterling Capital Management, LLCICON Advisers, Inc.CNH Partners, LLCCapital Z Financial Services PartnersVermont Mutual InsuranceWest End Advisors LLCUBS Global Asset Management (Americas), Inc.Bar Harbor Trust ServicesHighTower Advisors, LLCCredit Suisse (U.K.)Odyssey Investment ManagementEuroclear BankingBCSL Firm SBL PB F REHYP PoolOaktree Capital ManagementJ.P. Morgan Clearing Corp.Goldman Sachs Execution & Clearing, L.P.UBS Securities LLCCredit Suisse Securities (USA) LLCBarclays Capital Inc. /LEBank of New York Mellon, The/ Barclays Capital Securities Ltd., SBL/PBBNP Paribas Prime Brokerage, Inc.National Financial Services LLCBMO Nesbitt Burns Inc. /CDSRBC Capital Markets, LLCGoldman, Sachs & Co.Goldman Sachs InternationalJefferies & Company, Inc.Morgan Stanley & Co. LLCBNP Paribas Securities Corp.Pershing LLCCitigroup Global Markets Inc.Merrill Lynch Safekeeping


Morgan Stanley Smith Barney LLCCharles Schwab & Co., Inc.E*Trade Clearing LLCRaymond, James & Associates, Inc.First Clearing, LLCStifel, Nicolaus & Company IncorporatedPenson Financial Services, Inc./Ridge.Timber Hill LLCTD Ameritrade Clearing, Inc.Ameriprise Enterprise Investment Services Inc./Beta/133 (Aeis Inc.)UBS Financial Services LLCLincoln Trust CompanyInteractive Brokers Retail Equity ClearingLPL Financial CorporationMorgan, Keegan & Company, Inc.Sterne, Agee & Leach, Inc.Baird (Robert W.) & Co. IncorporatedOptionsXpress, IncScottrade, Inc.D.A. Davidson & Co.Bank of New York MellonCitibank, N.A.Stockcross Financial Services Inc.APEX Clearing Corporation/PensonBarc/FixedBrown BrothersNorthern TrustWells Fargo Bank, N.A.Union Bank of California, N.A.JP Morgan ChaseJP Morgan Chase Bank, N.A.Merrill Lynch, Pierce, Fenner & Smith Inc.RBS Securities Inc.State Street Bank and Trust CompanyPensco Trust Company

Agents and Indenture Trustees for Senior Secured Notes Due 2016DEUTSCHE TRUSTEE COMPANY LIMITEDDEUTSCHE BANK TRUST COMPANY AMERICASDEUTSCHE BANK LUXEMBOURG S.A.DEUTSCHE BANK AG, LONDON BRANCHTMF Trustee Limited

Agents and Trustees for Convertible Notes Due 2013Bank of New York (Bank of New York Mellon)


Lenders and Agents Under Various Loan FacilitiesBank Zachondi WBK S.A.TMF Trustee LimitedMKB BankAlfabankUnicreditJSC Grand Invest BankNomos-BankSberbankZenith BankGoldman Sachs InternationalCitigroup Global Markets LimitedLaw Debenture Corporate Services LimitedRaiffeisen BankHomok BankBank Handlowy w Warszawie S.A.

Depository BanksPNCBank Pekao S.A.ING Slaski S.A.

Factoring PartiesING Commercial Finance Polska S.A.BZ WBK Faktor Sp. z o.o.MIAG C.V. Diemen NLBank Handlow w Warszawie S.A.Citi HandlowEurocash S.A.Tradis Sp. z o.o.Bank Handlowy w Warszawie Spółka Akcyjna Bank Zachodni WBK S.A.

LandlordsAtrium Executive Suites and Conference Centers LLCBlue Diamond Realty LLCCapano Investments

D&O Insurance CarriersNational Union Fire Insurance Company of Pittsburgh, PAFederal Insurance CompanyTravelers Casualty and Surety Company of AmericaChubbChartis

Other Major Contracts


Distilleederijen Erven Lucas Bols B.V.Paychex

Medical Plan ProvidersAetnaGuardian Life Insurance Company

Workers Compensation InsuranceThe Hartford Insurance Company

Roust and AffiliatesRoust Trading Ltd.Russian Standard Bank JSCRussian Standard CorporationWendell M. HollisDana BeanNelia Nuriakhemtova

Other Significant Shareholder(s)Mark KaufmanWilliam ShanahanING Otwarty Fundusz Emerytalny represented by ING Powszechne Towarzystwo EmerytalneS.A.

Litigation PartiesARKANSAS PUBLIC EMPLOYEES RETIREMENTFRESNO COUNTY EMPLOYEES' RETIREMENT ASSOCIATIONSTEAMFITTERS LOCAL 449 PENSION FUNDTIM SCHULERPUERTO RICO SYSTEM OF ANNUITIES AND PENSIONS FOR TEACHERSCOHEN, MILSTEIN, SELLERS & TOLL, PLLCCOHEN MILSTEIN SELLERS & TOLL PCBARRACK, RODOS & BACINELAW OFFICE OF BERNARD M. GROSS, PCLITE, DEPALMA, GREENBERG, LLCCOHN, LIFLAND, PEARLMAN, HERRMANN & KNOPF, LLPCOUGHLIN, STOIA, GELLER, RUDMAN & ROBBINS, LLPJoseph Z. KhakshourFaruqi & Faruqi LLP.JEFFREY GRODKOWilliam MoffittROBBINS GELLER RUDMAN & DOWD LLPTHE LAW OFFICES OF ANDRÉS W. LÓPEZ, P.S.C.TRUJILLO RODRIGUEZ & RICHARDS, LLCROBINS UMEDA LLPThe Briscoe Law Firm, PLCC


POWERS TAYLOR LLP

Co-Defendants in LitigationChristopher BiedermannWilliam V. CareyMarek E. ForysiakWilliam S. ShanahanN. Scott FineRobert P. KochMarkus SiegerDavid Bailey

Officers and DirectorsRoustam TarikoDavid BaileyJames ArchboldEvangelos EvangelouBartosz KolacinskiN. Scott FineRobert KochMarkus SiegerMarek ForysiakAlessandro PicchiJose AragonPrzemyslaw WitasGrant WintertonRyan LeeJudge Joseph Farnan, Jr.

Former (up to 2 years) officers, directors, partners, and other insiders of the Company and itssubsidiaries.William V. CareyChristopher Biedermann (employment terminated)Kuzmenko Artem VasilievichDariusz UtrackiSławomir Kojło Mariusz ChrobotYiannoula AlexandrouArta AntoniouSpyroulla PapaeracleousGrant WintertonAmsterdam Trust Corporation (Cyprus) Ltd.Arjan SchaapmanPeter PetrouATC Management (Luxembourg) S.a.r.lRichard Brekelmans


Johan DejansEntgkar AntoniadisOxana AntoniadouIoanna SotiriouAndriana PiasGeorgia GeorgiouMaria ShouftaMarianna PapouiXenia GergiouMaria KomdromouKoltunov SergeyLevin Petr AleksandrovichZyryanov Vasiliy AleksandrovichSedoykina Elena AleksandrovnaKotenko Sergey VladimirovichSergiy PushenskiyPanos IoannidesPanayiota ConstantinouKolegov P. PerfiriyPolishuk G. EvgenyMichail V. KovalevskyMehtiev Ruslan E.Abramova V. ViktoriaPolyakov U. MichaiKulyaginov B. StefanChristopher John Anthony BatesonRyan LeeRafał Wojtkowiak

Debtor ProfessionalsMaxim FrangulovAlvarez and MarsalHoulihan LokeySkadden ArpsEDAS Law BureauGreenberg TraurigGarden City GroupKPMGE&Y

Pre-Petition Debtor ProfessionalsABN-AMRO Holding NVAlbert MayAlexander VaneevAlvarez and MarsalAmerican Stock Transfer & Trust Co LLC


Andrew MacAudrey AbehseraAwais KharalBanco de ChileBNP Paribas GroupBNP Paribas SABrian M SmarshBruce JohnstonCA IB Corporate Finance Beratungs GmbHChristopher PetersonCitiCitigroup Global Markets LtdCitigroup Inc.Clifford Chance LLPCommerzbank AGDaniel BaileyDavid PlattnerDewey & LeBoeuf LLPDmitry YatsenkoDresdner KleinwortE&YEllen StanboroughErnst & Young Audit Sp ZooFrank AdamsGeorge KarafotiasGoldman Sachs & Co.Greenberg Traurig LLPHay Group IncHorvath, III, StephenHoulihan LokeyHoulihan Lokey Capital Inc.INGING Groep NVIvan TrofimenkoJaime ArrastiaJames McNallyJarrod FarleyJefferies & Co.Jefferies Group Inc.Jones DayJP MorganJP Morgan & Co Inc.Julian MylchreestKPMGLinklaters LLPLucie Fish


MagistersMaples & CalderMaria DolotovaMariusz NapiorkowskiMcNally, JimMichael ChanMichal MatulkaMichelle RuttaMike JarrettNicholas GellerNicky MaanPavel SadovskyPawel BajnoPeter CrowtherPiotr SamojlikPricewaterhouseCoopers LLPRafal WojcickRBSRebecca FlanaganRenaissance CapitalRenaissance Capital GroupRenaissance Securities Corp.Ropes & Gray LLPRothschildSberbank CIBSean J SkiffingtonShearman & Sterling LLPSimon BriggsSkadden, Arps, Slate, Meagher & Flom LLPStephen HorvathTatiana PuzanovaTrigon GroupTroika DialogTroika Dialog GroupUniCreditUnicredit CAIB AGUniCredit GroupVCP Capital PartnersVCP Capital Partners Unternehmensberatungs AGVCP ViennaVienna Capital PartnersWeil Gotshal & Manges

Trade VendorsErnst & YoungBuchanan Ingersoll


Greenberg Traurig Maher, LLPSitrick Brincko GroupUS BankAlvarez & Marsal Holdings, LLCBrown RudnickCadwalader, Wickersham & Taft LLPDuff & Phelps Securities, LLCGlobal Bondholder Services CorporationHoulihan LokeyMoelis & Company UK LLPThe Garden City Group, Int.KPMG LLPKPMG Tax M.Michna Sp. KAmerican ExpressAetna US HealthcareGuardianHartfordMARSHBaker & HostetlerCT CorporationDewey & LeBoeufWilliams & ConnollyAtriumPaychex - Valley Forge Corp. CenterPremier Global ConferencingT-MobileCCH (Wolters Kluwer)Deutsche BankThomson ReutersUniversal, Shannon & Wheeler, LLPHay GroupRR DonnelleyAmerican StockAllen & Overy LLPAlston & Bird LLPAntis Triantafyllides & Sons LLCArendt & MedernachtASTBaker McKenzieBird & BirdBNY MellonMatheson Ormsby PrenticeResearch Data GroupSzecskay Attorneys at LawZAO Deloitte and Touche CISThe American Schoool of Warsaw


CEDC International Sp. z o.o.FTI Consulting Inc.i-Deal LLCJeffries & Company IncLoyens & Loeff N.V.Sąd Rejonowy AT&TTHOMPSON FINANCIAL LLCBroadridgeAlessandro PicchiAragon, JoseBobby KochDavid BaileyFine, ScottForysiak, MarekJoseph FarnanShanahan, WilliamSieger, MarcusTariko, RoustamArchbold, JamesBartosz Kołaciński David BeeleMorrissey, BrianRichard RobertsLynch, CharlesCarey, WilliamCarey, William expensesCanal+ Cyfrowy S.A.CYFRA +Netia S.A.PGE Obrót S.A.PGNIG S.A.Solid Security GroupZakład Gospodarki Komunalnej Buckles Legal GroupHoagland, Longo, Moran, Dunsr & Doukas, LLPWeil, Gotshal & Managers LLPVerioTransperfect Translations LimitedDelaware tax - annual filing feeNew Jersey Dpt of LabourCommonwealth of VirginiaPA Department of revenueState of NJPR News WireNIRI


Arthur J. Libertucci ConsultingCSCDF KingFASBGoldman SachsIan MillsING Securities S.A.ISS Corporate ServicesKancelaria Ntarialna BlaszczykKnight Capital Americas LLCKorn Ferry InternationalLexis NexisMorrow &Co LLCPCAOBStandard & Poor'sThe American Spirits ExchangeThe Bank of New YorkThemisTMF Trustee LimitedWalkersNASDAQWSE WarsawNext Level Marketing LLCASPEN PublishersAssociation of Corporate CounselINVeShareLighthouse Services, Inc.Office Basics Inc.ClearstreamEuroclearMINUTEMAN PRESS OF PHILADELPHIAIrish Stock Exchange

Other Potential Parties in InterestA1 (affiliate of Alpha Group)Latham and WatkinsNomura Holdings IncAlfa GroupMikhail FridmanRothschild GroupSPI GroupYuri Shefler

Professionals to Roustam TarikoWhite & CaseTom Lauria


BlackstoneMark BuschmanJosh AbramsonTom McMackin

Professionals to Mark KaufmanWachtellBenoit & Associates

Professional to the Steering Committee for the Senior Secured Notes Due 2016Cadwalader Wickersham and Taft LPMoelis and CompanyGregory M. PetrickCharles Noel-Johnson

Member of the Steering Committee Senior Secured Notes Due 2016Ashmore Investment Management LimitedCapeview Capital Partners LLPEuropean Credit ManagementFinisterre Capital LLPFranklin Templeton InvestmentsGLG PartnersOutrider Management LLC

Professionals for the Ad Hoc ConsortiumRobert J. StartJohn F. StorzJeremy B. CoffeyJesse N. GarfinkleBrown RudnickDuff & Phelps

Members of the Ad Hoc ConsortiumLazard Asset ManagementWolverine Asset ManagementSilverback Asset ManagementOdyssey Investment Management, LLCSelz CapitalThornburg Investment ManagementCNH Partners/AQR Capital

U.S. Trustee’s Office – Region 3 – Trial AttorneysDavid L. Buchbinder, Esq.Benjamin Hackman, Esq.Mark S. Kenney, Esq.David Klauder, Esq.


Jane Leamy, Esq.Tiiara Patton, Esq.Juliet Sarkessian, Esq.Richard A. Schepacarter, Esq.T. Patrick Tinker, Esq. (Assistant United States Trustee)

U.S. Bankruptcy Court Judges – District of DelawareKevin J. CareyJudith K. Fitzgerald (visiting)Chief Judge Kevin GrossBrendan L. ShannonChristopher S. SontchiMary F. WalrathPeter J. Walsh

U.S. District Court Judges – District of DelawareRichard G. AndrewsMagistrate Judge Christopher J. BurkeMagistrate Judge Sherry R. FallonSue L. RobinsonChief Judge Gregory M. SleetLeonard P. StarkMagistrate Judge Mary Pat Thynge

U.S. Court of Appeals Judges for the Third CircuitThomas L. AmbroMichael A ChagaresD. Michael FisherJulio M. FuentesJoseph A. GreenawayThomas M. HardimanKent A. JordanChief Judge Theodore A. McKeeMarjorie O. RendellAnthony J. SciricaDolores K. SloviterD. Brooks SmithThomas I. VanaskieRuggero J. AldisertJoseph F. Weis, Jr.Leonard I. GarthWalter K. StapletonMorton I. GreenbergRobert E. CowenRichard L. NygaardJane R. Roth


Maryanne Trump BarryFranklin S. Van Antwerpen



Details of Relationship Check

Houlihan Lokey– Open Engagements

D.F. King & Company, Inc.

Goldman Sachs & Co.

Houlihan Lokey Corporate Finance – Closed Engagements

D.F. King & Company, Inc.

Goldman Sachs & Co.

Jefferies & Company, Inc.

JPMorgan Chase

Korn Ferry International Northern Trust Bank

Oaktree Capital Management, L.P.

PNC Equity Partners LP

State Street Bank & Trust Company

UniCredit

Houlihan Lokey Financial Advisory Services – Active Engagements

Aetna

AT&T

BNP Paribas

Citigroup

Deutsche Bank AG

Goldman Sachs & Co.

Greenberg Traurig, LLP


Jones Day

Moelis & Company

Morgan Stanley


Houlihan Lokey Financial Advisory Services – Closed Engagements

AT&T

Aetna

Alston & Bird, LLP

American Stock Exchange

Atrium Companies

Baker & Hostetler, LLP

Baker & McKenzie L.L.P.

Bank of America, N.A.

BNP Paribas

Buchanan Ingersoll & Rooney PC

Capeview Capital LLP

Charles Schwab

Citigroup

Credit Suisse

Deutsche Bank AG

Dewey & LeBoeuf LLP

GLG Partners LP

Goldman Sachs & Co.



Hartford House, Ltd.


Jones Day

JPMorgan Chase

Katten Muchin Rosenman, LLP

Korn Ferry International

KPMG, LLP

Latham & Watkins, LLP

Matheson Ormsby Prentice

Moelis & Company

Morgan Stanley

Morton I. Greenberg

NASDAQ

Northern Trust Bank


Odyssey Investment Partners

PricewaterhouseCoopers, LLP

RBS Securities, Inc.

Ropes & Gray, LLP

Skadden, Arps, Slate, Meagher & Flom, LLP


Stifel, Nicolaus & Company Incorporated

TD Ameritrade Clearing Inc.

The Blackstone Group, LP

UBS Securities LLC


Verio

Wachtell, Lipton, Rosen & Katz

Weil, Gotshal & Manges LLP

Wells Fargo Bank, N.A.

White & Case, LLP

Williams & Connolly, LLP

Houlihan Lokey Financial Restructuring Group – Active Engagements

Bank of New York Mellon

Barclays Capital, Inc.

Brown Rudnick LLP

BNP Paribas

ING Securities


Latham & Watkins, LLP


Silverback Asset Management

U.S. Bank National Association

Houlihan Lokey Financial Restructuring Group – Closed Engagements

AT&T

Bank of America, N.A.

Bank of New York Mellon

BNP Paribas

Cadwalader, Wickersham & Taft


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Citigroup

Credit Suisse

Deutsche Bank AG

Goldman Sachs & Co.


Jones Day

JPMorgan Chase

Kent A. Jordan

Latham & Watkins


PNC Equity Partners LP

Skadden, Arps, Slate, Meagher & Flom, LLP


The Blackstone Group, LP

U.S. Bank National Association

Weil, Gotshal & Manges LLP

White & Case, LLP


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In re:


Debtors.1

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Chapter 11

Case No. 13-10738 (CSS)


ORDER PURSUANT TO 11 U.S.C. §§ 327(A) AND 328(A), FED. R. BANKR. P. 2014AND 5002, AND DEL. BANKR. L.R. 2014-1 AND 2016-2(H) (I) AUTHORIZING

EMPLOYMENT AND RETENTION OF HOULIHAN LOKEY CAPITAL, INC. ASFINANCIAL ADVISOR AND INVESTMENT BANKER FOR THE DEBTORS NUNC

PRO TUNC TO THE PETITION DATE AND (II) MODIFYING CERTAINREQUIREMENTS OF DEL. BANKR. L.R. 2016-2

Upon consideration of the application (the "Application")2 of the Debtors, for

entry of an order (this "Order") under sections 327(a) and 328(a) of the Bankruptcy Code,

Bankruptcy Rule 2014 and 5002, and Local Rules 2014-1 and 2016-2(h), (i) authorizing the

employment and retention of Houlihan Lokey Capital, Inc. ("Houlihan Lokey") as financial

advisor and investment banker to the Debtors nunc pro tunc to the Petition Date pursuant to the

terms of the Engagement Letter and (ii) modifying the information requirements of Local Rule

2016-2; and upon consideration of the First Day Declaration and the Hilty Declaration; and due

and sufficient notice of the Application having been given under the particular circumstances;

and it appearing that no other or further notice is necessary; and the Court finding that (A)


2 Unless otherwise defined herein, capitalized terms used herein shall have the meanings ascribed to them in theApplication.


2

Houlihan Lokey does not hold an interest adverse to the interest of the estates with respect to the

matters on which Houlihan Lokey will be employed, (B) Houlihan Lokey is a “disinterested

person” as that term is defined under section 101(14) of the Bankruptcy Code, (C) the

Application and the Declaration are in full compliance with all applicable provisions of the

Bankruptcy Code, the Bankruptcy Rules and the Local Rules and (D) the relief requested in the

Application is in the best interests of the Debtors, their estates and creditors; and after due

deliberation, and good and sufficient cause appearing therefore, it is hereby

ORDERED, ADJUDGED AND DECREED THAT:

1. The Application is GRANTED as set forth herein, nunc pro tunc to the

Petition Date.

2. The retention and employment of Houlihan Lokey as financial advisor and

investment banker to the Debtors pursuant to Bankruptcy Code sections 327(a) and 328(a),

Bankruptcy Rules 2014 and 5002, and Local Rules 2014-1 and 2016 2(h), nunc pro tunc to the

Petition Date, on the terms and conditions set forth in the Engagement Letter and the

Application, is approved.

3. Houlihan Lokey’s compensation shall be subject to the standard of review

provided in section 328(a) of the Bankruptcy Code and not subject to any other standard of

review under section 330 of the Bankruptcy Code.

4. Notwithstanding the preceding paragraph, the United States Trustee shall

retain the right to object to the compensation payable to Houlihan Lokey pursuant to the

Engagement Letter based on the reasonableness standard provided for in section 330 of the

Bankruptcy Code; provided, that reasonableness for this purpose shall be evaluated by

comparing the fees payable in these cases to the fees paid to other investment banking firms for


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comparable services in other chapter 11 cases or out of court restructurings, and shall not be

evaluated primarily on the basis of time committed or the length of these cases.

5. The Debtors are authorized to compensate and reimburse Houlihan Lokey

pursuant to the terms of the Engagement Letter.

6. In light of services to be provided by Houlihan Lokey and the structure of

Houlihan Lokey's compensation pursuant to the Engagement Letter, Houlihan Lokey and its

professionals shall be excused from: (i) the requirement to maintain or provide detailed time

records in accordance with Local Rule 2016-2; and (ii) conforming with a schedule of hourly

rates for its professionals. Instead, notwithstanding that Houlihan Lokey does not charge for its

services on an hourly basis, Houlihan Lokey will nonetheless maintain records (in summary

format) of its services rendered for the Debtors including descriptions of those services, the time

expended in providing those services, and the individuals who provided those services, and will

present such records together with its fee applications filed with the Court.

7. Notwithstanding the provisions set forth in the Engagement Letter related

to indemnification are approved, subject, during the pendency of these cases, to the following:

(a) Subject to the provisions of subparagraphs (b) and (c) beneath theDebtors are authorized to indemnify, and to provide contributionand reimbursement to, and shall indemnify, and providecontribution and reimbursement to, Houlihan Lokey and its presentand former partners, principals and employees in accordance withthe terms of the Engagement Letter for any claim arising from,related to, or in connection with the services provided for in theEngagement Letter, but not for any claim arising from, related to,or in connection with Houlihan Lokey's postpetition performanceof any other services unless such postpetition services other thanthose in connection with the engagement and indemnification,contribution and reimbursement therefore are approved by theCourt.

(b) Notwithstanding any indemnification provisions of theEngagement Letter to the contrary, the Debtors shall have noobligation to indemnify Houlihan Lokey and provide contribution


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and reimbursement to Houlihan Lokey (i) for any claim or expensethat is judicially determined (the determination having becomefinal) to have arisen from Houlihan Lokey's bad faith, grossnegligence, or willful misconduct, (ii) for a contractual dispute inwhich the Debtors allege the breach of Houlihan Lokey'scontractual obligations unless the Court determines thatindemnification or reimbursement would be permissible pursuantto In re United Artists Theatre Co., 315 F.3d 217 (3d Cir. 2003), or(iii) for any claim or expense that is settled prior to a judicialdetermination as to the exclusions set forth in clauses (i) and (ii)above, but determined by the Court, after notice and a hearingpursuant to subparagraph (c), beneath, to be a claim or expense forwhich Houlihan Lokey should not receive indemnity, contributionand reimbursement under the terms of the Engagement Letter, asmodified by this Order.

(c) If, before the earlier of (i) the entry of an order confirming aChapter 11 plan in these Chapter 11 Cases (that order havingbecome final and no longer subject to appeal), and (ii) the entry ofan order closing these Chapter 11 Cases, Houlihan Lokey believesthat it is entitled to the payment of any amounts by the Debtors onaccount of the Debtors' indemnification, contribution and/orreimbursement obligations under the Engagement Letter (asmodified by this Order), including without limitation theadvancement of defense costs, Houlihan Lokey must file anapplication therefore in this Court, and the Debtors may not payany such amounts to Houlihan Lokey before the entry of an orderby this Court approving the payment. This subparagraph (c) isintended only to specify the period of time during which the Courtshall have jurisdiction over any request for compensation andexpenses by Houlihan Lokey for indemnification, contribution orreimbursement and is not a provision limiting the duration of theDebtors' obligation to indemnify Houlihan Lokey.

8. Notwithstanding any provisions in the Engagement Letter to the contrary,

the contribution obligations of the Indemnified Parties (as such term is defined in the

Engagement Letter) shall not be limited to the aggregate amount in excess of the amount of fees

actually received by Houlihan Lokey from the Debtors pursuant to the Engagement Letter, the

Order or subsequent orders of this Court.


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9. To the extent there is inconsistency between the terms of the Engagement

Letter, the Application, and this Order, the terms of this Order shall govern.

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

relief granted pursuant to this Order in accordance with the Application.

11. To the extent requested in the Application, Houlihan Lokey is excused

from complying with the information requirements contained in Local Rule 2016-2(d).

12. Houlihan Lokey shall be compensated in accordance with the procedures

set forth in the applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, the Local

Rules, this Order and any other applicable orders of this Court.

13. This Court shall retain jurisdiction to construe and enforce the terms of

this Order.

Dated: Wilmington, Delaware_____________, 2013

Honorable Christopher S. SontchiUNITED STATES BANKRUPTCY JUDGE


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