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95457023.1

Exhibit B

Affidavit of David L. Barrack

12-10512-smb Doc 13-2 Filed 02/09/12 Entered 02/09/12 15:37:11 Exhibit B (Affidavit of David L. Barrack) Pg 1 of 23

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FULBRIGHT & JAWORSKI L.L.P. 666 Fifth Avenue New York, NY 10103 Telephone: 212-318-3000 Facsimile: 212-318-3400 David L. Barrack, Esq. Paul Jacobs, Esq. Warren J. Nimetz, Esq. Proposed Counsel to the Debtors and Debtors in Possession UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK --------------------------------------------------------------x In re: THE CONNAUGHT GROUP, LTD., et al., Debtors. --------------------------------------------------------------x

Chapter 11 Case No. 12-_____ (___) (Joint Administration Requested)

STATEMENT OF FULBRIGHT &

JAWORSKI L.L.P. AND AFFIDAVIT OF DAVID L. BARRACK IN SUPPORT OF APPLICATION AUTHORIZING EMPLOYMENT AND RETENTION OF

FULBRIGHT & JAWORSKI L.L.P. NUNC PRO TUNC TO THE PETITION DATE AS COUNSEL FOR THE DEBTORS AND DEBTORS-IN-POSSESSION

STATE OF NEW YORK ) )

COUNTY OF NEW YORK ) DAVID L. BARRACK, being duly sworn, deposes and says:

1. I am a member of the firm of Fulbright & Jaworski L.L.P. (“Fulbright” or the

“Firm”), which maintains an office for the practice of law, among other places, at 666 Fifth

Avenue, New York, New York 10103.

2. I am an attorney-at-law admitted to practice before the courts of the States of New

York and Connecticut, and the United States District Courts for the Southern, Eastern and

Northern Districts of New York and the District of Connecticut.


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3. I submit this affidavit in support of the Application of the above-captioned

debtors (the “Debtors”) for an order approving the retention of Fulbright, as Debtors’ counsel

nunc pro tunc to the date of commencement of these cases (the “Petition Date”), in the above-

captioned cases, in compliance with, and to provide disclosures pursuant to sections 327(a) and

330 of title 11 of the United States Code (the “Bankruptcy Code”), Rules 2014(a) and 2016 of

the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), and Rules 2014-1 and

2016-1 of the Local Bankruptcy Rules for the Southern District of New York (the “Local

Rules”). Unless otherwise stated in this Affidavit, I have personal knowledge of the facts set

forth herein. To the extent that any information disclosed herein requires amendment or

modification upon Fulbright’s completion of further analysis or as additional information

becomes available to it, a supplemental declaration will be submitted to this Court.

4. Fulbright is composed, in part, of attorneys with knowledge and experience in the

practice areas of bankruptcy, reorganization, litigation, securities law, employee benefits,

intellectual property, mergers and acquisitions, divestitures, corporate governance, and other

areas that may be relevant to this chapter 11 proceeding.

5. Fulbright is a “disinterested person” as that term is defined in § 101(14) of the

Bankruptcy Code in that Fulbright, its partners, counsel, senior attorneys, and associates:

(a) are not creditors, equity security holders, or insiders of the Debtors;

(b) are not and were not, within two years before the Petition Date, a director, officer, or employee of the Debtors;

(c) do not have interests materially adverse to the interest of the Debtors’ estate or any class of creditors or equity security holders, by reason of any direct or indirect relationship to, connection with, or interest in, the Debtors or for any other reason; and

(d) have not represented any party in connection with matters relating to the Debtors, although Fulbright has certain relationships with the principal of the Debtors,


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other parties-in-interest and other professionals in connection with unrelated matters as fully disclosed herein.

6. As discussed in the Application, prior to the commencement of this chapter 11

case, Fulbright became familiar with the Debtors’ businesses and many of the potential legal

issues that may arise in the context of these chapter 11 cases. In September 2011, Fulbright was

retained by the Debtors to represent them with respect to a anticipated capital raise. Fulbright

was paid $21,179.63 for such services.

7. Thereafter, when it became evident that the Debtors would need financial

restructuring and bankruptcy counsel and advice, Fulbright’s engagement was expanded.

Fulbright received a retainer for restructuring services of $150,000 on December 16, 2011.

Fulbright has advised the Debtors regarding various restructuring alternatives, including relating

to its bankruptcy proceedings and other possible strategic alternatives.

8. Fulbright is not a creditor of the Debtors. Fulbright has been paid a total of

$879,515.39 through February 8, 2012. Fulbright has applied its retainer to its fees and expenses

incurred and unpaid prior to the Petition Date.9 Any amount of outstanding pre-petition fees and

expenses which exceed the retainer will be waived. To the extent that the retainer exceeds the

prepetition fees and expenses, any excess amounts will be applied to such post-petition

allowances of compensation and reimbursement of expenses that are allowed by the Court.

9. As a result of its relationship with the Debtors, the Firm has developed knowledge

of the Debtors’ businesses, operations, and capital structure. The Firm’s continued

representation of the Debtors will avoid the time and expense necessarily required by new

attorneys to familiarize themselves with the intricacies of the Debtors’ businesses, operations,

9 Fulbright will make appropriate and timely disclosure to the Court of the same.


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and capital structure, resulting in gains in efficiency and economy throughout the Debtors’

restructuring process.

Fulbright’s Disclosure Procedure

10. In preparing this Affidavit, in order to ensure compliance with the requirements of

the Bankruptcy Code and the Bankruptcy Rules regarding the retention of professionals by the

Debtors, I directed that a list (the “Conflicts Checklist”) of (i) entities affiliated with or related to

the Debtors, (ii) professionals retained by the Debtors in this chapter 11 proceeding, (iii) key

creditors of the Debtors, and (iv) certain other parties-in-interest in this chapter 11 case be

submitted to the Firm’s Data Control Department. The Conflicts Checklist is attached hereto as

Exhibit I. Fulbright’s Data Control Department ran a computerized check of each of these

persons or entities against the Firm’s client database and conflicts database system to determine

which persons or entities, if any, Fulbright currently represents (“Current Clients”) or has

represented within the past two years based on recorded attorney time charges on a matter, but

all matters for such entity or any known affiliate of such entity have been formally closed

(“Former Clients”). A list of Current Clients matching those entities on the Conflicts Checklist

is attached hereto as Exhibit II. A list of Former Clients matching those entities on the Conflicts

Checklist is attached hereto as Exhibit III. Exhibits I, II, and III are incorporated herein for all

purposes.

11. Fulbright, which employs approximately 950 attorneys in 16 offices around the

globe, has a large and diversified legal practice with more than 60 integrated practice areas that

encompass, amongst other things, the representation of many financial institutions and

commercial corporations. Some of those entities are or may consider themselves to be creditors

or parties-in-interest in the Debtors’ pending chapter 11 case or to otherwise have interests in this


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case. Fulbright has represented, currently represents, and/or may represent in the future persons

or entities listed in the Conflicts Checklist (or their affiliates) in matters wholly unrelated to the

Debtors. The entities on the Conflicts Checklist that Fulbright either currently represents or has

represented in the past is provided in Exhibits II and III annexed hereto. To the best of my

knowledge, none of the entities from the Conflicts Checklist represented five percent (5%) or

more of Fulbright’s gross revenues in the past year; further, none of the entities from the

Conflicts Checklist represented one percent (1%) or more of Fulbright’s gross revenues in the

past year. JPMorgan Chase, a secured creditor of the Debtors, represented approximately 0.92%

of Fulbright’s gross revenues year. Fulbright will not represent JPMorgan in any matters related

to these chapter 11 proceedings. Fulbright has informed JPMorgan of this representation and,

out of an abundance of caution, obtained a limited waiver from JPMorgan.

12. Additionally, Citibank, a secured creditor of the Debtors, is also a Fulbright client.

Citibank represents approximately 0.06% of Fulbright revenue of the last year. Fulbright will

not represent Citibank in any matters related to the these chapter 11 proceedings. Fulbright has

informed Citibank of this representation and, out of an abundance of caution, obtained a limited

waiver from Citibank. If adversarial actions will be taken by the estate against these banks, then

conflicts counsel will be hired by the Debtors and Fulbright will not participate in such

representation.

13. In addition, AT&T represented approximately .70% of Fulbright’s gross revenues

in the past year due, in part, to Fulbright’s representation of AT&T in bankruptcy matters.

Fulbright has not and will not represent AT&T in connection with the Debtors.


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14. To the best of my knowledge and information after a review of the Conflicts

Checklist and the Firm’s records conducted at my direction, Fulbright’s connections with the

parties identified on the Conflicts Checklist are as follows:

(a) Professionals Representing the Debtors. As part of its practice, Fulbright appears in cases, proceedings, and transactions involving many different attorneys, accountants, financial consultants, and investment banks, including other professionals representing the Debtors. In certain instances, professionals representing the Debtors may be clients of, or opposing counsel to, Fulbright in matters unrelated to this chapter 11 proceeding. In addition, Fulbright has represented, and may continue to represent, clients that are adverse to clients of the Debtors’ professionals in various matters unrelated to this chapter 11 proceeding.

(b) Creditors of the Debtors. In matters unrelated to this chapter 11 proceeding, Fulbright has represented, and may continue to represent, various creditors and parties-in-interest (or their affiliates) identified in Exhibits II and III. Fulbright will not represent any of these entities in any matters related to this chapter 11 proceeding.

(c) Professionals Representing Creditors. As part of its practice, Fulbright appears in cases, proceedings, and transactions involving many different attorneys, accountants, financial consultants, and investment banks, including other professionals representing creditors or other parties-in-interest. Fulbright does not and will not represent such professionals in relation to this chapter 11 proceeding.

15. In addition, Fulbright, its members, counsel, senior attorneys, associates, and/or

other employees of Fulbright:

(a) may have appeared in the past, and may appear in the future, in other cases unrelated to this case where the Debtors’ creditors or other parties-in-interest may be involved;

(b) may represent, and may have represented, certain of the Debtors’ creditors or other parties-in-interest of the Debtors in matters that are unrelated to this chapter 11 case; and

(c) may have had other dealings with creditors or other parties-in-interest of the Debtors that are unrelated to this chapter 11 case.

16. Fulbright was retained in March 2007 to represent William Rondina, the Debtors’

direct or indirect 100% equity holder, in connection with a wholly unrelated matter, providing


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trusts and estates legal services to Mr. Rondina. Fulbright billed services to Mr. Rondina

between June 2007 and June 2010, in total amounting to $20,191.00 in fees and $430.77 in

expenses. Mr. Rondina has supported the Debtors’ operation with certain loan guarantees, equity

and debt contributions and other matters. Fulbright has never represented Mr. Rondina with

respect to such matters or his personal interests as an officer, director or equity holder in the

Debtors. In addition, Mr. Rondina has retained separate counsel, Halperin Battaglia Raicht,

LLP, to advise with respect to his personal interests in connection with these bankruptcy cases.

Mr. Rondina has provided a waiver letter to Fulbright to allow Fulbright to represent the

Debtors.

17. In addition, Fulbright has represented Michael Braun, in wholly unrelated matters

to the Debtors, in connection with providing trusts and estates legal services to Mr. Braun. Mr.

Braun is a financial advisor to Mr. Rondina.

18. Additionally, Fulbright has conducted a general inquiry of its personnel to

determine whether any Fulbright personnel or any member in his or her household (i) owns any

debt or equity securities of the Debtors; (ii) holds a claim against the Debtors; (iii) is or was an

officer, director, or employee of the Debtors; or (iv) has a connection with the person or entities

identified on the Conflicts Checklist (“Other Connections”). The general inquiry revealed that

Robert McCallum, Jr. is Of Counsel at Fulbright and was formerly an Associate Attorney

General at the Department of Justice, where he represented the IRS. The IRS may be creditor of

the Debtors. Robert McCallum, Jr. was also the immediate supervisor of the Office of the U.S.

Trustee and worked closely with Clifford J. White III, the Director of the Executive Office for

U.S. Trustees. I am advised that Mr. McCallum left the Department of Justice around 2006 and

took a position at the State Department. In addition, Kathy Keneally, a partner at Fulbright, has


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been nominated by President Obama to serve in the position of Assistant Attorney General to

head the Tax Division at the Department of Justice. Once confirmed by the Senate and sworn in,

Ms. Keneally will be in charge of all proceedings in the Department of Justice involving the IRS.

A summary of the Other Connections is provided on Exhibit IV annexed hereto. Exhibit IV is

incorporated herein for all purposes. Fulbright has a long-standing policy prohibiting all lawyers

and support staff from using confidential information that may come to their attention in the

course of their work.

19. I do not believe that there is any connection or interest (as such terms are used in

§ 101(14)(E) of the Bankruptcy Code and Bankruptcy Rule 2014(a)) between Fulbright and the

United States Trustee or any person employed by the Office of the United States Trustee with the

exception of trial attorney Andrea B. Schwartz, who at one time was employed as Senior

Counsel in the Firm’s New York office. Although the Firm’s client database and conflicts

database system indicates that the Office of the United States Trustee for the Northern District of

Texas (the “UST Dallas”) was a client with respect to one matter, Fulbright did not actually

represent the UST Dallas. Instead, the matter involved the employment of a Fulbright attorney

as plan trustee under the confirmed plan of reorganization in In re The Harrington Corporation,

Case No. 390-33590-HCA-l1 (Bankr. N.D. Tex). Individual attorneys within Fulbright have in

the past served as bankruptcy trustees appointed by the United States Trustee, and have been

compensated for such services in accordance with orders of the respective bankruptcy courts

presiding over those cases according to law. None of the trusteeships were concerned with, or

affected by, the Debtors in any way. In addition, individual attorneys may have been employed

by the United States Trustee Program. No Fulbright personnel were employed by the United

States Trustee Program at any time relevant to these cases.


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20. The proposed engagement of Fulbright is not prohibited by or improper under

Bankruptcy Rule 5002.

21. Fulbright believes that it can adequately represent the interests of the Debtors.

Fulbright has not represented any creditor, interest holder, or other party-in-interest in connection

with their respective dealings with the Debtors, unless otherwise disclosed herein. Fulbright has

fully informed the Debtors of its ongoing representation of the entities identified in Exhibit II,

and the Debtors have agreed both to the Firm’s continued representation of these entities in

matters unrelated to this proceeding and to the Firm’s representation of the Debtors in this case.

In the event that any adversary proceeding or other contested matter is required to be

commenced as to or against any of the entities identified in Exhibit II, or any other then-active

client of the Firm, the Debtors will retain co-counsel or special counsel to handle such matters,

upon the Court’s approval.

Fulbright’s Rates and Billing Practices

22. Fulbright intends to apply to the Court for allowance of compensation for

professional services rendered and reimbursement of expenses incurred in accordance with

applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, the

guidelines established by the Office of the United States Trustee for the Southern District of New

York, and any other applicable procedures or orders of the Court, on an hourly basis. Pursuant to

its pre-petition agreement with the Debtors, Fulbright will provide the Debtors a 10% discount

off of its standard hourly rates. Subject to such provisions and Court orders, compensation will

be payable to Fulbright on an hourly basis at its customary hourly rates for bankruptcy services

rendered as in effect from time to time, plus reimbursement of actual, necessary expenses

incurred by the Firm.


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23. Fulbright’s hourly rates for office timekeepers10 applicable in this chapter 11 case

are subject to periodic adjustments to reflect economic and other conditions. A schedule of the

hourly rates to be charged by Fulbright in conjunction with its representation of the Debtors is

attached hereto as Exhibit V and incorporated herein by reference. 11 The Firm’s standard hourly

rates are set at a level designed to compensate fairly the Firm for the work of its attorneys and

paralegals and to cover fixed and routine overhead expenses. The partners expected to be most

active are Paul Jacobs, Warren Nimetz and David L. Barrack. The associates expected to be

most active are Mark C. Haut, David B. Schwartz and David B. Charme.

24. In addition to the hourly rates set forth above, Fulbright’s policy is to charge its

clients in all areas of practice for all expenses and charges incurred in connection with the

client’s case. The expenses generally charged to Fulbright’s clients include, among other things,

photocopying, long distance telephone calls, facsimile transmissions, messengers, courier mail,

computer and electronic research time, word processing, secretarial and temporary employees,

overtime meals, overtime and late night transportation, travel, lodging, food charges for business

meetings, postage, printing, transcripts, filing fees, and document retrieval. The Firm believes it

is fairer to charge these expenses to the clients incurring them than to increase the hourly rates

and spread the expenses among all clients. Subject to the applicable provisions of the

Bankruptcy Code, the Bankruptcy Rules, and this Court’s rules and orders with respect to the

reimbursement of expenses of retained counsel, Fulbright will seek reimbursement of all such

reimbursable expenses and charges incurred on behalf of the Debtors. 10 While it is not anticipated that timekeepers from Fulbright offices other than New York will be involved to a

significant extent in this chapter 11 case, any such timekeepers will be charged at hourly rates then in effect in such offices.

11 Fulbright periodically adjusts its firm-wide billing rates to reflect economic changes in the market in which it operates. While no such adjustment will be applied specifically to the Debtors alone, Fulbright anticipates that any such firm-wide adjustment will also apply to the Debtors and will be reflected in fee applications submitted to the Court.


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25. The filing fee in this chapter 11 case has been paid.

26. No promises have been received by Fulbright or any member or associate thereof

as to compensation in connection with this case other than in accordance with the provisions of

the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, and orders of this Court.

27. No agreement exists between Fulbright and any other person (other than among

partners of Fulbright) for the sharing of compensation to be received by Fulbright in connection

with services rendered in this case.

28. The foregoing constitutes the statement of Fulbright pursuant to sections 327(a),

329(a), and 504 of the Bankruptcy Code and Bankruptcy Rules 2014 and 2016.

29. Pursuant to 28 U.S.C. § 1746, I declare under penalty of perjury that the foregoing

is true and correct to the best of my knowledge and belief.

___/s/ David L. Barrack______________________ David L. Barrack Subscribed and sworn to before me this [8th__] day of [February_____], 2012 /s/ [Name] Ellen M. Werle OFFICIAL SEAL [NAME] Notary Public, State of [New York_____] My Commission Expires [February 28, 2015__] ___43-4805900__________________________


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EXHIBIT I

POTENTIAL PARTIES-IN-INTEREST

Debtors The Connaught Group, Ltd. d/b/a: a. William Rondina, Inc. b. The Carlisle Collection c. Carlisle d. Per Se e. Casuals Etcetera, Inc. f. Etcetera g. Limited Editions For Her h. LEFH i. Eccoci Limited Editions for Her of Nevada LLC d/b/a: a. Limited Editions For Her b. LEFH Limited Editions For Her of Branson LLC d/b/a: a. Limited Editions For Her b. LEFH Limited Editions For Her LLC d/b/a: a. Limited Editions For Her b. LEFH WDR Retail Corp.

Non-Debtor Affiliates The Connaught Group ULC d/b/a: a. Eccoci b. Parenthesis Limited Editions For Her of Puerto Rico LLC d/b/a: a. Limited Editions For Her b. LEFH Canterbury Farms L.L.C. Rondina Books, Inc.

Current Directors/Managers/Officers William D. Rondina Caroline Bowen Eileen Balaban-Eisenberg Larry Klein


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2

Affiliates of Current Directors None not otherwise listed

Affiliates of Current Officers None not otherwise listed

SECURED CREDITORS

Lenders

Citibank, N.A. JP Morgan Chase Bank NA

Lenders’ Counsel

Sills Cummis & Gross P.C. Herrick, Feinstein LLP

UNSECURED CREDITORS

Top Unsecured Trade Creditors Alario Corporation American Express Angel Textiles, Inc. B Productions B.C. America Bagatelle International Inc. Bartolini 1938 S.R.L. Beads World, Inc. Beth Davitte Blue Star Silk Corp. Body Fashion Company Ltd. Bonami Trading Co. Borgamaneri S.R.L. C2 Imaging LLC Challenge Network Ciabatti S.R.L. CPG Partners, L.P. Crespi CW Fasteners & Zippers Corp. Eaglewings Freight Services, Inc. Fashion Trend Development Ltd. FedEx Filtex Ltd


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3

Interjumbo Service S.R.L. Jackytex Lanificio Mario Bellucci Le Gale Fashion Garment Factory Modell’s NY, Inc Muse Management Neill Johnstone Ltd. New Star Tex Co., Ltd. Nuova Compagnia Olmetto International S.R.L. Omni Berkshire Place Preview Textile Group Prima USA Ltd Print Promotions, Inc. Profit Good Trading Limited Rathbone Studio Ltd. Ratti S.p.A. Roma Industries LLC Royal Spirit Ltd. Sandy Duftler Designs Shinhwa International Co. Sidogras, S.A. Simon/Chelsea Las Vegas Development LLC Sino American Knitwear (Hk) Ltd Textil Dobert S.A. Trigon 52 LLC U.S. Customs [C/O Genghis Khan Freight Service Inc.] United Parcel Service West 55th Street Building LLC Willis of New Jersey Inc. Yuen Hing Fashion Company

Professionals

Fulbright & Jaworski, L.L.P. Consensus Advisory Services LLC Consensus Securities LLC Richter Consulting, Inc. Kurtzman Carson Consultants

Utility Companies

Allied Waste Services #394 Allied Waste Services #625 AT&T Cablevision of Connecticut


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4

Century Business Solution Century Link Century Link CenturyTel Century Link Embarq Con Edison Connecticut Light & Power Connecticut Natural Gas Corporation Empire District Electric Co. JCP & L N & M Electric Inc. Nevada Power Co. One Communications Pacific Telemanagement Services Primus Telecommunications Time Warner Cable T-Mobile Verizon Verizon Business MCI Waste Management XO Communications

Insurance Companies Continental Casualty Company CNA Insurance Companies Federal Insurance Company Pacific Indemnity Insurance Company

Litigation Parties Caroline Desjardins Linda Liakopoulos

Lessors 283 Greenwich Ave Co. LLC 360-Westwood Center II LLC Augusta Place Office, L.P. Boca Fashion Village LLC Boulevard Associates Charleston Associates Chelsea Las Vegas Holding LLC CPG Partners Fashion Outlet of Las Vegas LLC Fashion Show Mall L.L.C. GGP Meadows Mall LLC


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5

HCW Development Company, L.L.C. Henry Modell & Company, Inc. Interra Augusta LLC John G. Venini Investments Limited Simon Property Group, Inc. Simon/Chelsea Las Vegas Development LLC St. Paul Property, LLC Talisman Companies Town Square Trigon 52 L.L.C. Turnberry/Centra Sub, LLC West 55th Street Building LLC Woodmont Property, LLC

Lessees None Other Potential Parties in Interest

1023822 Alberta Ltd. AMO Catterton Partners Charles L. Burgess Choate Hall & Stewart, LLP (counsel for Salus Capital Partners, LLC) David Mandelbaum (former Director of the Debtors) Deerfoot Mall (Calgary) Ltd. Halperin Battaglia Raicht, LLP (counsel for William D. Rondina) Internal Revenue Service Ivanhoe Cambridge Inc. James L. Abernathy Maury Satin Michael Braun (financial advisor to William Rondina) Northland Village Mall Holdings Inc. Office of The U. S. Trustee Oxford Properties Group Inc. RSM Richter Chamberland LLP Salus Capital Partners, LLC The Abernathy MacGregor Group, Inc. The Worth Collection, Ltd. Tom James Company West Edmonton Mall Property Inc. Zygote Associates, LLC


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EXHIBIT II

CURRENT CLIENTS OF THE FIRM

As described in the Application, Fulbright has represented the Debtors, prior to the commencement of this chapter 11 case, and has become familiar with the Debtors’ businesses and many of the potential legal issues that may arise in the context of these chapter 11 cases. Most recently, Fulbright has advised the Debtors regarding various restructuring alternatives, including relating to its bankruptcy proceedings and other possible strategic alternatives.

To the best of my knowledge, information and belief, below is a list of other Current Clients, and/or their affiliates, appearing in the Conflicts Checklist that are represented by the Firm in matters unrelated to the Debtors’ chapter 11 case:

Name of Entity Relationship to Debtors Relationship to Fulbright & Jaworski L.L.P.

Charleston Capital Reinsurance, LLC

Debtors’ Unsecured Creditor Charleston Capital Reinsurance, LLC is an affiliate of an existing client in unrelated matters.

Oxford LLC Debtors’ Unsecured Creditor Oxford LLC is an existing client of the Firm represented in unrelated matters.

Northland Holdings, Inc. Debtors’ Unsecured Creditor Northland Holdings, Inc. and affiliates thereof are existing clients of the Firm represented in unrelated matters.

Oxford House Apartments Debtors’ Unsecured Creditor Oxford House Apartments is an existing client of the Firm represented in unrelated matters.

Citibank Debtors’ Lender Citibank and affiliates thereof are existing clients of the Firm represented in unrelated matters.

Continental Casualty Company Debtors’ Insurance Company Continental Casualty Company and affiliates thereof are existing clients of the Firm represented in unrelated matters.

Oxford Senior Properties LLC Debtors’ Lessor Oxford Senior Properties LLC is an existing client of the Firm represented in unrelated matters.


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Republic Services, Inc. Debtors’ Utility Company Republic Services, Inc. and affiliates thereof are existing clients of the Firm represented in unrelated matters.

Allied Waste Industries, Inc. Debtors’ Utility Company Allied Waste Industries, Inc. is an existing client of the Firm represented in unrelated matters.

Waste Management, Inc. Debtors’ Utility Provider Waste Management, Inc. and affiliates thereof are existing clients of the Firm represented in unrelated matters.

Consolidated Edison, Inc. Debtors’ Utility Provider Consolidated Edison, Inc. and affiliates thereof are existing clients of the Firm represented in unrelated matters.

Verizon Communications, Inc. Debtors’ Telecom Provider Verizon Communications Inc. and affiliates thereof are existing clients of the Firm represented in unrelated matters.

JP Morgan Chase Bank, N.A. Debtors’ Lender JP Morgan Chase Bank, N.A. and affiliates thereof are existing clients of the Firm represented in unrelated matters.

Time Warner Debtors’ Utility Provider Time Warner and affiliates thereof are existing clients of the Firm represented in unrelated matters.

Pacific Telephone & Telegraph Debtors’ Telecom Provider AT&T and affiliates thereof are existing clients of the Firm represented in unrelated matters.

Sprint-Nextel Corporation Debtors’ Telecom Provider Sprint-Nextel Corporation and affiliates thereof are existing clients of the Firm represented in unrelated matters.

United Parcel Service, Inc. Debtors’ Unsecured Creditor United Parcel Service, Inc. and affiliates thereof are existing clients of the Firm represented in an unrelated matter.


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William Rondina Debtors’ officer, director, equity holder and lender

Trust and estate services.

Michael Braun William Rondina Financial Advisor


AT&T Debtors’ Telecom Provider AT&T and affiliates thereof are existing clients of the Firm represented in an unrelated matter.

Willis of New Jersey Inc. Debtors’ Unsecured Creditor Willis Group and affiliates thereof are existing clients of the Firm represented in an unrelated matter.

James L. Abernathy Other Potential Parties in Interest (Principal of Debtors’ public relations firm)



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EXHIBIT III

FORMER CLIENTS OF THE FIRM

To the best of my knowledge, information and belief, below is a list of Former Clients, and/or their affiliates, appearing in the Conflicts Checklist that were represented by the Firm in matters unrelated to the Debtors’ chapter 11 case:


FedEx Corporation Debtors’ Unsecured Creditor FedEx Corporation is a former client of the Firm.

Modells NY, Inc. Debtors’ Lessor Modells NY, Inc. is an affiliate of a former primary client of the Firm.

Talisman Capital Partners Debtors’ Unsecured Creditor Talisman Capital Partners is a former client of the Firm.

Nuova Assia S.R.L. Debtors’ Unsecured Creditor Nuova Assia S.R.L. is an affiliate of a former primary client.

Simon Property Group Debtors’ Lessor Simon Property Group is a former client of the Firm.

T Mobile USA, Inc. Debtors’ Telecom Provider T Mobile USA, Inc. is a former client of the Firm.


95457023.1 - 2 -

EXHIBIT IV

OTHER CONNECTIONS

To the best of my knowledge, information and belief, below is a list of certain Other Connections to those entities, and/or their affiliates, appearing in the Conflicts Checklist1:


The Carlisle Collection d/b/a of Debtor One Fulbright Attorney’s sister-in-law and personal connection works as a sales associate for The Carlisle Collection.

United Parcel Service Debtors’ Unsecured Creditor One Fulbright Attorney has strong relationships with several senior level in-house counsel at UPS.

IRS

Office of The U. S. Trustee

Other Potential Parties in Interest At least one Fulbright Attorney was previously employed by the Department of Justice representing the IRS and supervising the office of the U. S. Trustee (as described in the Barrack Affidavit).

Sills Cummis & Gross P.C. Lenders’ Counsel One Fulbright Attorney has personal connections to the attorneys at Sills Cummis & Gross P.C.

1 Several Fulbright attorneys maintain bank, retirement, brokerage, and investment or other similar accounts with

certain of the financial entities listed on the Conflicts Checklist as well as receive telecommunication services from certain of the utility companies listed on the Conflicts Checklist. Such connections are not specifically referenced herein.


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EXHIBIT V

FULBRIGHT & JAWORSKI L.L.P. RANGE OF HOURLY BILLING RATES1

General Range of Rates 2012 Hourly Rates

Partners $505-$955

Counsel $375-$775

Associates $300-$675

Paralegals $210-$395

Partners Expected to Be Most Active

Paul Jacobs $900

David L. Barrack $775

Warren J. Nimetz $825

Associates Expected to Be Most Active

Mark C. Haut $650

David B. Schwartz $320

David B. Charme $300

1 Fulbright & Jaworski periodically adjusts its firmwide billing rates to reflect economic changes in the market in

which it operates. While no such adjustment will be applied specifically to the Debtors alone, Fulbright & Jaworski anticipates that any such firmwide adjustment will also apply to the Debtors and will be reflected in the fee applications submitted to the Court.


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