21-11051-lgb doc 177 filed 09/10/21 entered 09/10/21 14:32

170353409

UNITED STATES BANKRUPTCY COURT

SOUTHERN DISTRICT OF NEW YORK

In re:

Kumtor Gold Company CJSC and Kumtor

Operating Company CJSC,1

Debtors.

Chapter 11

Case No. 21-11051 (LGB)

(Jointly Administered)

OBJECTION OF THE KYRGYZ REPUBLIC TO DEBTORS’ MOTION FOR ENTRY

OF AN ORDER (I) AUTHORIZING THE DEBTORS TO OBTAIN POSTPETITION

SECURED FINANCING; (II) MODIFYING THE AUTOMATIC STAY; AND

(III) GRANTING RELATED RELIEF

The government of the Kyrgyz Republic (the “Kyrgyz Republic”), by and through its

undersigned counsel, hereby submits this objection (the “Objection”) to the Debtors’ Motion for

Entry of an Order (I) Authorizing the Debtors to Obtain Postpetition Secured Financing;

(II) Modifying the Automatic Stay; and (III) Granting Related Relief [Docket No. 170] (the “DIP

Motion”), and respectfully states as follows:

PRELIMINARY STATEMENT

1. Concerns regarding potential requests by the Debtors for postpetition financing

prior to the adjudication of the Motion of the Kyrgyz Republic to Dismiss Chapter 11 Bankruptcy

Cases [Docket No. 91] (the “Motion to Dismiss”) were foreshadowed at the July 29, 2021 hearing

(the “S&C Retention Hearing,” a transcript of which is attached hereto as Exhibit A) in which

the Court stated that “there’ll be an issue about whether someone will be seeking to provide

financing ultimately to these debtors . . . hopefully we’re going to get through the abstention

dismissal issue before we get there” and that “if a DIP loan is provided – a motion is provided

1 The Debtors’ corporate headquarters is located at 24 Ibraimova Street, 720001, Bishkek, the Kyrgyz Republic.

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before me -- again, hopefully not before we have the dismissal extension [abstention] motion.”

S&C Retention Hearing Tr. at 74:10-14; 79:14-16. These concerns are legitimate. The Motion to

Dismiss presents certain threshold issues regarding the Debtors’ authority and corporate

governance that extend not only to the filing of the petitions but also to the approval of the proposed

DIP financing and those issues must be resolved before the Debtors should be permitted to incur

millions of dollars of debt and grant liens to secure such debt. Based on the present circumstances,

the Court should deny the DIP Motion without prejudice until after the Motion to Dismiss is

resolved (or alternatively defer consideration of the DIP Motion until such time).

2. Alternatively, should the Court grant the DIP Motion, it should only do so subject

to the following conditions: First, any rights and remedies granted in favor of the lender (Centerra

Gold (KB) Inc., “Centerra”) including any liens and claims should be granted on a conditional

basis and should be nullified if the Kyrgyz Republic prevails on the Motion to Dismiss. Second,

any order granting relief should provide that it is not effective against or binding on the Kyrgyz

Republic until proper service of the DIP Motion is effected on the Kyrgyz Republic. Last, any

order granting relief should fully preserve the Debtors’ applicable setoff rights, if any, under

contract and applicable law.

OBJECTION

A. The Court Should Deny the DIP Motion Without Prejudice or Delay

Hearing the DIP Motion until the Motion to Dismiss has Been

Adjudicated

3. As set forth in the Motion to Dismiss, there remains a fundamental question in these

bankruptcy cases as to who has the requisite authority to act on behalf of the Debtors (Kyrgyz

companies subject to the laws of the Kyrgyz Republic). At the present time, under Kyrgyz law,

the shareholders and the directors (including the independent director) who have appeared in the

bankruptcy cases on behalf of the Debtors do not have the requisite power to act on behalf of the


3 170353409

Debtors. Neither the DIP Motion nor the independent director’s supporting declaration explain

the circumstances of the independent director’s appointment. Under Kyrgyz law (both as a matter

of the Temporary Management Law and generally applicable corporate law), neither Centerra nor

the other directors have the requisite authority to appoint the independent director thereby

rendering his actions in respect of the DIP Motion and otherwise ultra vires and null and void.

4. The Court cannot and should not approve debtor-in-possession financing unless and

until the Court determines, on a complete record, which person is authorized to act on behalf of

the Debtor.2 That will only occur in connection with the Motion to Dismiss. Accordingly, the

Court should deny the DIP Motion without prejudice or defer it until after the Court determines

the authorization question in connection with the Motion to Dismiss.

B. The DIP Motion Should Not Be Approved in its Current Form

5. Should the Court grant the DIP Motion, any rights and remedies including claims

and liens granted to Centerra, should be of no force and effect in the event that the Court later

determines in connection with the Motion to Dismiss or otherwise that there was a lack of authority

to file the chapter 11 cases. Such a determination necessarily means that those same principals

who are purporting to act on behalf of the Debtors lacked authority to appoint the independent

director and negotiate and enter into the proposed DIP financing. In such event, the lender should

not be granted any rights and remedies that were inherently ultra vires. It is up to Centerra whether

it wants to take that risk, but it is not proper and would be fundamentally unfair for the Kyrgyz

2 Section 7.02 of the DIP Credit Agreement (attached as Exhibit 1 to the DIP Motion) requires the Debtors to

represent that “[u]pon entry of the DIP Order, each of the Borrowers has the corporate or other applicable power

and authority to execute, deliver and perform the terms and provisions of each of the Credit Documents to which

it is party.” These requirements cannot be satisfied unless and until the Court makes the threshold determination

as to who has the requisite authority to act on behalf of the Debtors.


4 170353409

Republic to bear that risk if the ultimate outcome is that the Kyrgyz Republic is correct on the

authorization question.

6. Additionally, unless and until service is properly effected on the Kyrgyz Republic,

any order granting the DIP Motion cannot be binding on the Kyrgyz Republic and cannot be

enforced against the Kyrgyz Republic. Bankruptcy Rule 9014 states that, with respect to contested

matters, “[t]he motion shall be served in the manner for providing service of a summons and

complaint by Rule 7004.” Bankruptcy Rule 7004 in turn incorporates Federal Rule 4(j) with

respect to service on foreign states, and that rule requires service to be effected under 28 U.S.C.

§ 1608. That has not occurred. Therefore, any order approving the DIP Motion should expressly

provide that it is not enforceable against or binding on the Kyrgyz Republic until service is properly

effected under 28 U.S.C. § 1608.

7. The DIP Credit Agreement and DIP Order should also be modified to expressly

allow the Debtors to take advantage of any setoff rights the Debtors have under contract and

applicable law. As currently drafted, any setoff right in favor of the Debtors would be outright

precluded by the DIP Credit Agreement and DIP Order. That is not proper in view of the

approximately $85.4 million owed by Centerra to the Debtors under the existing Loan Agreement

(as defined in the DIP Motion). DIP Motion ¶ 10.3 Instead, the DIP Order should provide that

“Notwithstanding anything to the contrary contained in the DIP Credit Agreement, the Debtors’

rights of setoff (if any) against Centerra or any of its affiliates shall be fully preserved.”

3 The Debtors maintain that the amounts owing under the Loan Agreement are not currently due and payable. That

may or may not be true depending on the outcome of the arbitration. Regardless, that issue and the scope of the

Debtors’ setoff rights arising thereunder need not be resolved for purposes hereof. Providing that whatever setoff

rights may exist in favor of the Debtors are properly preserved ensures that the Debtors’ rights are adequately

protected.


5 170353409

RESERVATION OF RIGHTS

8. The submission of this Objection shall not in any way constitute a submission by

the Kyrgyz Republic to the jurisdiction or authority of the Bankruptcy Court for the resolution of

any matter involving the Kyrgyz Republic and the Debtors. The use of the term “Debtors” herein

is for convenience purposes only and is not intended to be deemed consent or recognition of KGC

and KOC as validly filed debtors or debtors-in-possession. Nor is this Objection an admission that

the Bankruptcy Court is the appropriate forum for disputes involving the Kyrgyz Republic and the

Debtors. The filing of this Objection shall not constitute a waiver or consent by the Kyrgyz

Republic of any rights, claims, actions, defenses setoffs, recoupments, or other matters to which

the Kyrgyz Republic is entitled under any agreements or at law or in equity. All of the foregoing

rights are expressly reserved and preserved, without exception, and without the intention or

purpose of conceding jurisdiction in any way by this filing or by any other participation in these

Chapter 11 Cases. The Kyrgyz Republic expressly reserves all rights at law and equity to assert

the jurisdiction of the courts of the Kyrgyz Republic, or arbitration in Stockholm, as applicable,

with respect to any disputes involving the Kyrgyz Republic and the Debtors. The Kyrgyz Republic

expressly reserves all rights at law and equity it may have with respect to sovereign immunity or

otherwise under the Foreign Sovereign Immunities Act of 1976.

CONCLUSION

WHEREFORE, for the reasons set forth herein, the DIP Motion should be denied

without prejudice or deferred until the Motion to Dismiss is decided; alternatively, the Court

should condition the grant of the DIP Motion in the manner described above.


6 170353409

Dated: September 10, 2021

By: /s/ Benjamin Mintz

ARNOLD & PORTER KAYE SCHOLER LLP

Benjamin Mintz

Lucas B. Barrett

250 W. 55th Street

New York, NY 10019-9710

Telephone: (212) 836-8000

Facsimile: (212) 836-8689

Email: [email protected]

[email protected]

-and-

Seth J. Kleinman

70 West Madison Street, Suite 4200

Chicago, IL 60602-4321

Telephone: (312) 583-2300

Facsimile: (312) 583-2360

Email: [email protected]

Attorneys for the Kyrgyz Republic


7 170353409

Exhibit A

S&C Hearing Transcript


In Re:KUMTOR GOLD COMPANY CJSC

Main Case No. 21-11051-lgb

July 29, 2021

eScribers, LLC

(973) 406-2250

[email protected]

www.escribers.net

To purchase copies of this transcript, please contact us by phone or email

Min-U-Script® with Word Index


eScribers, LLC | (973) [email protected] | www.escribers.net

1

1

2 UNITED STATES BANKRUPTCY COURT

3 SOUTHERN DISTRICT OF NEW YORK

4 - - - - - - - - - - - - - - - - - - - - -x

5

6 In the Matter of:

7 KUMTOR GOLD COMPANY CJSC, et al., Main Case No.

8 Debtors. 21-11051-lgb

9

10 - - - - - - - - - - - - - - - - - - - - -x

11

12 United States Bankruptcy Court

13 One Bowling Green

14 New York, New York

15

16 July 29, 2021

17 10:00 AM

18

19

20

21 B E F O R E:

22 HON. LISA G. BECKERMAN

23 U.S. BANKRUPTCY JUDGE

24

25



2

1

2 Application to Employ Young Conaway Stargatt & Taylor, LLP as

3 Counsel for the Debtors Effective as of June 17, 2021 filed by

4 Pauline K. Morgan on behalf of Kumtor Gold Company CJSC

5

6 Debtors' Application for Entry of an Order Authorizing the

7 Employment and Retention of Stretto as Administrative Advisor

8 to the Debtors Nunc Pro Tunc to June 4, 2021

9

10 Debtors' Application for an Order Authorizing the Retention and

11 Employment of Sullivan & Cromwell LLP as Counsel to the Debtors

12 and Debtors-In-Possession Nunc Pro Tunc to the Petition Date

13

14 Debtors' Motion for Entry of An Order (A) Establishing

15 Procedures for Monthly Compensation and Reimbursement of

16 Expenses of Professionals and (B) Authorizing Professionals to

17 Redact Certain Information

18

19

20 Transcribed by: Linda Ferrara

21 eScribers, LLC

22 352 Seventh Avenue, Suite #604

23 New York, NY 10001

24 (973)406-2250

25 [email protected]



3

1

2 A P P E A R A N C E S (All present by video or telephone):

3 SULLIVAN & CROMWELL LLP

4 Proposed Counsel to the Debtors

5 125 Broad Street


7

8 BY: JAMES L. BROMLEY, ESQ.

9

10

11 YOUNG CONAWAY STARGATT TAYLOR, LLP

12 Proposed Counsel to the Debtors

13 1000 North King Street

14 Wilmington, DE 19801

15

16 BY: PAULINE K. MORGAN, ESQ.

17 KARA HAMMOND COYLE, ESQ.

18

19

20 ARNOLD & PORTER KAYE SCHOLER LLP

21 Attorneys for Kyrgyz Republic

22 250 West 55th Street


24

25 BY: BENJAMIN MINTZ, ESQ.



4

1

2 ARNOLD & PORTER KAYE SCHOLER LLP

3 Attorneys for Kyrgyz Republic

4 70 West Madison Street

5 Suite 4200

6 Chicago, IL 60602

7

8 BY: SETH J. KLEINMAN, ESQ.

9

10

11 UNITED STATES DEPARTMENT OF JUSTICE

12 Office of the United States Trustee

13 201 Varick Street

14 Suite 1006


16

17 BY: SHARA C. CORNELL, ESQ.

18 ANDREA B. SCHWARTZ, ESQ.

19

20

21

22

23

24

25



5

1

2 DLA PIPER LLP (US)

3 Attorneys for Kyrgyzaltyn

4 1251 Avenue of the Americas


6

7 BY: DENNIS C. O'DONNELL, ESQ.

8

9

10 ALSO PRESENT:

11 SHERYL L. BETANCE, Stretto

12 YOUSEF REHMAN, Centerra Gold Inc.

13

14

15

16

17

18

19

20

21

22

23

24

25



KUMTOR GOLD COMPANY CJSC, ET AL. 6

1 P R O C E E D I N G S

2 THE COURT: The next case on for today is 21-11051,

3 Kumtor Gold Company CJSC. May I have appearances of counsel,

4 please?

5 MR. BROMLEY: Good morning, Your Honor. This is Jim

6 Bromley of Sullivan & Cromwell on behalf of the debtors.

7 MS. COYLE: Good morning, Your Honor. This is Kara

8 Coyle, Young Conaway Stargatt & Taylor, proposed co-counsel and

9 conflicts counsel to the debtors.

10 MR. KLEINMAN: Good morning, Your Honor. This is Seth

11 Kleinman, Arnold & Porter on behalf of the Kyrgyz Republic, and

12 I am here today with my partner Benjamin Mintz who just

13 happened to be speaking to you a moment ago.

14 MS. SCHWARTZ: Good morning, Your Honor. Andrea

15 Schwartz and Shara Cornell for the U.S. Trustee.

16 THE COURT: Any additional appearances of counsel?

17 All right. So Mr. Bromley, I think you wanted to

18 proceed in accordance with your agenda, that was my guess, so

19 I'll just turn the floor over to you.

20 MR. BROMLEY: Thank you very much, Your Honor.

21 MR. KLEINMAN: Your Honor, I apologize for the

22 interruption, but I just have a request that's really a

23 predicate to today's issues and that has to do with the three

24 declarations that were filed late last night that support the

25 debtors' applications. And we'd like to have a quick court




1 conference to discuss the reasons behind the filing and whether

2 they should be admitted into evidence today given their

3 untimeliness.

4 THE COURT: Okay. Well, some of that was due to me.

5 So that's not so hard to answer. So I am a real stickler --

6 sorry, probably has to be with all those years in practice in

7 advance of this job -- where I like to see that anybody I think

8 there could be a conflict has to get searched. And so my

9 chambers had reached out to actually all of the applicants who

10 all filed additional declarations relating to that which had to

11 do with the -- if you look at one of the ones that's redlined,

12 you'll see a big chunk of the changes have to do with other

13 parties that are either in the court system because they're

14 either parties in the U.S. Trustee's office, or they're parties

15 in the chambers, you know meaning my chambers staff for

16 example, and other people's chambers' staff.

17 And so the debtors' applicants in part -- and I think

18 this addresses all the declarations but for one with respect to

19 Sullivan & Cromwell's application -- all the declarations were,

20 I think, to address those types of issues, additional conflicts

21 check, and I personally don't have any problem admitting those

22 into evidence because, again, it's to make sure that the record

23 is clear that all conflicts have been disclosed. And I had a

24 concern; as I said, I'm always -- this comes up in a lot of my

25 cases, sorry to say, where people don't search those parties




1 and I have a concern.

2 So I think a big chunk of the amended declarations

3 were because of me. The other cause of it would be Ms.

4 Schwartz and Ms. Cornell, which there were some additional

5 arrangements, requests made, for example, to amend orders. The

6 reason that amended orders were filed, for example, were due to

7 issues that Ms. Schwartz had.

8 There's also some clarifications about the nature of

9 what the professionals are going to do which I found very

10 helpful and I am sure is due to Ms. Schwartz and Ms. Cornell,

11 which is that they had made it clear as to what roles --

12 clearer as to what roles, for example, Young Conaway was going

13 to play versus what role Sullivan & Cromwell was, and so some

14 of the changes in the orders reflect that as well, that were

15 filed and other things that are disclosed.

16 And then some of the additional disclosure, I sort of

17 preempted some of my questions also, so I found it helpful for

18 me, as well, which is some of the issues -- it hasn't

19 completely resolved all my questions, I'll just say; I'll have

20 a few for Mr. Bromley. But it did certainly resolve all my

21 questions with respect to everybody else, so I am inclined to

22 allow them to be admitted into evidence. Again, I don't think

23 I should be considering these applications without them.

24 The last declaration that was filed, the other

25 declaration, the second declaration that was filed in support




1 of Sullivan & Cromwell's application, I think does go to

2 dealing with the Centerra issues. And that is another area

3 where I personally have had some concerns, and I still have

4 some questions, I'll just say, for Mr. Bromley. But I did find

5 that the information that was in that was extremely helpful for

6 me, as well, because I was trying to figure out the nature of

7 some of the issues that you had raised, and I believe it was in

8 response to what you all have raised in your objection to Mr.

9 Bromley's application, to the Sullivan & Cromwell's application

10 because they were about the Centerra relationship.

11 So again, I found that helpful for me. I did have the

12 opportunity to read them. I will admit they were filed late

13 yesterday because I know I actually was in my chambers

14 yesterday and I had actually checked the docket at 7 o'clock

15 before I left my chambers to go home and those were not -- I

16 had seen, for example, some of the filings were definitely done

17 by then, but not all of them. So for example, the additional

18 declaration for Stretto was definitely had been filed earlier

19 in the day and, again, was really to deal with my issues and

20 additional conflict check issues and some issues from the U.S.

21 Trustee.

22 So I am going to admit those declarations, all of

23 them, because I don't see how I can have a discussion about

24 them on even your issues without it or even my issues, I'll

25 just say, with respect to Sullivan & Cromwell. But that's my




1 perspective, just if that's helpful, as to why they were done.

2 I can't explain why they were filed late yesterday, but I can

3 explain why they were necessary.

4 MS. SCHWARTZ: Your Honor, this is Andrea Schwartz.

5 May I just be briefly heard on this?

6 THE COURT: Yes.

7 MS. SCHWARTZ: Your Honor, I just want to note that as

8 Your Honor recognizes, this is not a straightforward case, so

9 there's a lot of facts and a lot of time that is required to

10 understand the relationships and so forth. And I think Your

11 Honor knows from private practice, as well as experience on the

12 bench, that the U.S. Trustee takes the disclosures that are

13 made in retentions extremely seriously and they take time to go

14 over what is said and what is not said, what is missing, what

15 should have been there, what might not be as clear as it was

16 intended to be and so forth.

17 I also want to note that I also had a conference with

18 counsel for the Kyrgyz Republic regarding these retentions

19 because of their concerns, and so I shared with them the U.S.

20 Trustee's concerns about the applications as well as the

21 additional disclosures that we had requested.

22 So it's not like a surprise, if you will, that some of

23 these issues -- well, I see Mr. Mintz is gesturing, but it's

24 not a surprise that the U.S. Trustee had concerns about the

25 disclosures relating to conflicts of interest and connections




1 as required under Rule 2014.

2 So I just want to let the Court know that it's not

3 like something that just came out of the blue. It's something

4 that has been raised, that I discussed. I spent a great deal

5 of time with them on the phone to explain what our concerns

6 are, and it's not really usual, Your Honor, that another

7 party -- that I spend that kind of time with other counsel

8 about the U.S. Trustee's concerns about a retention. That's

9 somewhat -- I don't -- that's not a common thing that I do, but

10 because of the questions that were raised, I thought it was

11 totally appropriate and there were good questions that were

12 raised by the Kyrgyz Republic, and I had been addressing those

13 with counsel as this was going on.

14 So there was a real effort to try to keep them

15 involved in terms of what I was doing and what the U.S. Trustee

16 was doing, as well as they also reached out to me as to timing

17 as to when I thought that Sullivan & Cromwell would be able to

18 file their declarations, and I really didn't know that for

19 sure, but the Court should know that it's been a constant

20 working through effort. It's just been time consuming.

21 THE COURT: I appreciate that, Ms. Schwartz, and it

22 doesn't surprise me what you said. I mean, I know your office

23 is always responsive. And I know you're saying you don't

24 usually talk to other people, but I know when I've been

25 committee counsel, you certainly, in my prior life, you have.




1 So you do talk to people about retentions who are creditors and

2 large parties in cases, and I appreciate --

3 MS. SCHWARTZ: Right, and questions -- right.

4 THE COURT: I appreciate that, as well. So none of

5 that surprises me what you said, and I wasn't surprised also to

6 see filings yesterday just because, again, I had raised things

7 just a couple of days ago myself, not -- a week ago or

8 something. And I also wasn't surprised that there would be a

9 reply, Mr. Kleinman, to your objection, and really the reply is

10 in the form of that additional declaration -- that's the way I

11 look at it -- and that that was filed yesterday. And again,

12 while I wish it had been filed earlier in the day, I think that

13 was the purpose, to respond to your issues, and I found it

14 helpful for me.

15 Again, it hasn't resolved all of my questions. I will

16 have some questions for Mr. Bromley. He's really the only

17 person I do have questions for out of all the applicants, just

18 previewing my view, but -- based on the revised filings and the

19 revised orders. But I think it was helpful for me because it

20 answered some of my questions.

21 MR. KLEINMAN: Thank you, Your Honor and I would just

22 like to say we have absolutely no issue with the additional

23 disclosures regarding parties-in-interest and additional

24 searches. That's not -- certainly it's a concern, but that's

25 not really our concern today, and this is principally to do




1 with S&C and not the other professionals. And what's

2 concerning to us is that -- and as we've discussed with Ms.

3 Schwartz last week, is that we had, as we spoke with Ms.

4 Schwartz, a variety of questions, and we were told by Ms.

5 Schwartz that she believed a supporting declaration was going

6 to be filed last Friday. That didn't happen.

7 So over the weekend, we reached out to Mr. Bromley and

8 his co-counsel to ask certain questions and ask for certain

9 documents such as the engagement letters, which still we

10 haven't seen to this day, for additional information around the

11 eighty-five million dollar loan. We asked for information

12 about who was paying the legal fees, information about the

13 retainer, if there are ethical walls being set up.

14 We asked for a meet-and-confer to discuss these

15 issues. We even suggested if they wanted to share a draft of

16 their declarations under 408 so that we could be prepared and

17 not run into an issue like this.

18 We were only met with silence, and we believe that

19 there are material discrepancies between the original

20 declaration and the subsequent declaration that we would like

21 to talk to our client about in the first instance, and if

22 nothing else, we believe it would be appropriate, at least when

23 it comes to Sullivan & Cromwell, to adjourn their retention

24 application to give us some time to understand where the

25 discrepancies lie, how they've been resolved, hopefully work




1 things out with Mr. Bromley and his team but, if not, to be

2 able to seek further clarification and, if necessary, a

3 document request or two or some targeted discovery to really

4 uncover this. So we just haven't had the time because this

5 information was filed, as we said, late last night when there

6 was ample opportunity to work with us prior to the hearing to

7 try to obviate some of these concerns that still exist.

8 And so that's where we stand, Your Honor and that's

9 why we have the concerns we have today. So our initial

10 position would be let's strike it if they would like to go

11 forward today but understand your inability to have a hearing

12 like this without the full record, and as a secondary measure,

13 it's our suggestion that we adjourn only Sullivan & Cromwell so

14 that we can all take a breath and figure out what we have and

15 what's missing; we just frankly haven't had the opportunity to

16 do that.

17 THE COURT: Okay. I think I'm going to let him

18 proceed right now. That doesn't mean that I won't ultimately

19 consider not entering an order today and allowing you

20 additional time. I have some questions myself that I would

21 like answered on the record, to be honest with you, and I don't

22 have the ability to pick up the phone and have conversations

23 with Mr. Bromley ex parte.

24 So for me, I think that since I have my own questions

25 that I would like to have answered, I'm going to allow him to




1 proceed. And then we'll see; maybe some of my questions

2 address some of your issues too. It's possible.

3 I found your objection to be -- it raised a few

4 things. I did think the recent declaration that was filed does

5 address a number of those questions myself. I think it does

6 address how the retainer is paid and by whom and when and where

7 the funds came from and whether even Centerra -- although I

8 have a follow-up question about that -- whether Centerra is

9 going to be seeking some kind of claim against the estate for

10 it. So I do think that that was address. Again, I have some

11 follow-up questions about that.

12 I do think that the issue about the loan -- there was

13 a tremendous amount of additional information provided in that

14 declaration, at least about the terms of the loan and why it's

15 not likely to be called or asserted, but again, I have a

16 question or two about that or maybe a suggestion about how to

17 deal with some of this that might avoid some issues, but I

18 haven't had an opportunity to raise that with Mr. Bromley and

19 can't without having a hearing.

20 So I think at this point, I'm going to let Mr. Bromley

21 proceed. I'm going to raise my questions. If at the end of

22 the day, you still have issues that you really still think you

23 require additional information on after we go through this

24 whole process, then I'll consider whether I am going to enter

25 an order at this point or I am going to allow you some




1 additional time. I don't think that's unreasonable, but I just

2 think at this point, as I said, I felt that additional

3 disclosure was helpful and did answer some of the questions

4 that you had raised which were good questions. And then I

5 still have some questions myself about the -- I guess I'll just

6 describe the ongoing services that relate to Centerra that I

7 have for myself, but again, I think the declaration was

8 helpful. I mean, it did disclose additional things that were

9 helpful. I mean, it made it clear every piece of -- sorry to

10 say this, every dollar of compensation that's been paid to Mr.

11 Bromley's firm, whether by the debtors or by Centerra, that's

12 set forth in that declaration. So that's helpful. That was

13 information I think, again, that wasn't there.

14 So I did find it helpful for me, and as I said, I'm

15 going to let Mr. Bromley go ahead and proceed on his

16 application right now.

17 MR. KLEINMAN: Thank you, Your Honor. I appreciate

18 being heard, and we wholeheartedly agree that there was a lot

19 of helpful information in there that helped answer some

20 questions, and we appreciate your time.

21 THE COURT: All right. Mr. Bromley, sorry for the

22 disruption there.

23 MR. KLEINMAN: Yes, apologies, Mr. Bromley.

24 THE COURT: I think you can go ahead and start your

25 own application.




1 MR. BROMLEY: And thank you very much, Your Honor.

2 Again, it's Jim Bromley of Sullivan & Cromwell on behalf of the

3 debtors.

4 We do have an agenda letter with four matters on the

5 agenda letter, but given the comments that have been made so

6 far, I will focus my commentary right now on the retention of

7 Sullivan & Cromwell as counsel to the debtors. And as I

8 understand it, at least, there's no objection to the other

9 relief, but I'll deal with that in a summary fashion at the

10 end, if folks think that is necessary.

11 But focusing first on Sullivan & Cromwell and the

12 debtors, I think it's important to go back to the pre-petition

13 period and start with the relationships not just of the

14 Sullivan & Cromwell firm to this matter but the Arnold & Porter

15 firm and the Kyrgyz Republic and the Kyrgyzaltyn entity.

16 There was an arbitration commenced prior to the

17 filing. There is an existing litigation that's going on in

18 Canada brought by Centerra against the former director who is

19 now the temporary manager of the firm -- of the mine assets in

20 the Kyrgyz Republic.

21 The relationship, with respect to the loan agreement,

22 for instance, is something that is not new to the Kyrgyz

23 Republic, it's not new to Kyrgyzaltyn, both of whom are

24 represented by Arnold & Porter, if not in this matter, Arnold &

25 Porter is representing Kyrgyzaltyn in connection with the




1 arbitration. They have not yet made an appearance for them

2 here, but again, they are representing them in the arbitration.

3 So the idea that that loan agreement, for instance, is

4 beyond the reach of Arnold & Porter or of the Kyrgyz Republic

5 or Kyrgyzaltyn simply does not ring true. This relationship

6 that has existed with respect to the Kumtor Gold mine, and that

7 would include all of the relationships including the

8 intercompany loan agreement, has been part of the set of

9 agreements that have been in place, that have been negotiated

10 by the Kyrgyz Republic and Kyrgyzaltyn. And so the idea that

11 Arnold & Porter, on behalf of the Kyrgyz Republic, can be

12 sitting here and saying well, gee, what is that document I

13 needed from you, I don't understand it, simply does not ring

14 true.

15 Now, why does that not ring true? Well, it's because

16 the language of the agreement is completely inconvenient for

17 the Kyrgyz Republic. That agreement says in black and white

18 terms that in the event of an expropriation event, that any

19 amounts that are due and payable under that intercompany loan

20 agreement are not due and payable until there is a resolution

21 of the issues relating to the expropriation event. That's what

22 we have here. The expropriation event has occurred; the

23 amounts are not due and payable; they are held in abeyance.

24 So there's no claim here that Centerra -- that the

25 debtors have against Centerra. The documents themselves




1 prevent any claim from being made. It's important to

2 understand why, right? Not just because the expropriation

3 event has occurred and an arbitration relating to the

4 expropriation event is going forward, as Your Honor has

5 authorized the modification of the stay to permit at our last

6 hearing, but the way that the intercompany loan agreement works

7 in the ordinary course and has worked over time is that monies

8 would be borrowed by Centerra during the course of a business

9 year, and at the end of the year, a dividend would be declared

10 and the entirety of the loan balance would be eliminated.

11 A profitable enterprise since its creation in the late

12 '90s, the Kumtor Gold mine has consistently spun off dividends,

13 and there's never been a situation where the amounts that were

14 due under the intercompany loan agreement were ever due and

15 payable in terms of a cash payment. They were always offset as

16 a result of dividends.

17 So of course, because the Kyrgyz government, the

18 clients of Arnold & Porter, have stolen the gold mine and all

19 of its assets, the prospect of there being a dividend this year

20 seems dim. And that is why the loan agreement was structured

21 in the way it was, so that in the event of an expropriation

22 event, which has occurred, no payments are due and payable.

23 They're held in abeyance.

24 So the idea -- and this touches on two things; it

25 touches on the substance of the issue that has been raised, but




1 it also touches on Mr. Kleinman's requests or suggestions that

2 more time might be needed from a discovery perspective, like

3 what is this document, what does it mean, why is it there, what

4 does it say.

5 Mr. Kleinman's clients have the document; they've had

6 it for years. They know exactly what it says. And so this is

7 nothing more than a pretext, another pretext to try to prevent

8 my client from doing what it can do to combat the illegal

9 expropriation.

10 We've already dealt with the legal expropriation;

11 we've already dealt with the blatant violation of the automatic

12 stay through the obtaining of an injunction. We just received

13 the Russian-language version of the injunction, so things in

14 the Kyrgyz Republic continue to grind along, violations of the

15 automatic stay notwithstanding.

16 And so now what we have here is I think a fairly

17 transparent attempt by the Kyrgyz Republic to say, okay, we

18 haven't been able to fully steal the mine, we haven't been able

19 to get our injunction past the careful eyes of the U.S.

20 Bankruptcy Court, and now we want to deny the debtors their

21 choice of counsel.

22 So now to move onto a couple of other points, one of

23 the issues that has been raised has been with respect to the

24 funding of the amounts that -- particularly the retainer in the

25 pre-petition period. Of course, we are once again in a Catch-




1 22 situation. What we have the Kyrgyz Republic saying is that

2 it was improper and indeed an avoidable preference I think is

3 the word that they used -- I'm not entirely sure how they see

4 it to be a preference -- but that there was monies advanced for

5 the benefit of the debtors by Centerra. Okay?

6 Mr. Rehman's declaration makes it absolutely clear

7 that Centerra is not looking for any kind of claim in respect

8 of those amounts. The debtors have simply had all of their

9 assets stole by the Kyrgyz Republic.

10 So it is not as if the Kyrgyz Republic is acting with

11 anything other than the least clean hands I have ever seen.

12 They are not only covered with the dust of the gold mine itself

13 but the theft of the gold mine, and they are saying we took all

14 your money, we took all your assets, and you can't have enough

15 money now to have a retainer funded for your law firm, and

16 therefore, what we're going to do is going to say that the fact

17 that the parent is willing to pay this amount on behalf of the

18 debtors, their wholly owned subsidiaries which are

19 extraordinary valuable, worth in excess of a billion dollars

20 completely unencumbered by external debt, only encumbered by

21 the illegal expropriation accomplished by the Kyrgyz

22 government, and we're going to say that that's improper and

23 create some sort of conflict.

24 That is a conflict, Your Honor, that would happen and

25 I use "a conflict" with air quotes, that would occur regardless




1 of the law firm, whether it's Sullivan & Cromwell or Cerino

2 (sic) & Barnes. It is a going to be a problem because there is

3 no money at the debtors because the Kyrgyz, Mr. Mintz's

4 clients, Mr. Kleinman's clients, have stolen it.

5 And so the way to solve that problem is to have the

6 debtor have the retainer funded by its parent; its parent has

7 made it absolutely clear that it is not seeking any recompense

8 in connection with the funding of that. So there's no conflict

9 there.

10 The question that Mr. Kleinman has raised with respect

11 to discovery broadly needs to also take place in the -- be

12 framed in the context of the calendar. It is the 29th day of

13 July, 2021. The debtors filed the application to retain

14 Sullivan & Cromwell on June 24th, and on July 8th, the Kyrgyz

15 Republic filed an objection.

16 The application to retain Sullivan & Cromwell was

17 supported as standard operating procedure by a declaration

18 filed by me. One of the issues that is raised now is this loan

19 agreement. Another is the retainer, how the retainer would be

20 funded. Another is how is the relationship between the debtors

21 and Centerra going forward.

22 All of those issues were raised and addressed in my

23 initial declaration. The objection, which is a thorough

24 objection, was filed on July 8th. The adjournment of the

25 hearing from July 15th to July 29th was at the request of the




1 U.S. Trustee's office. It was not at the request of the Kyrgyz

2 Republic but they did benefit from the additional time.

3 Not once during any of that additional time did we

4 hear from Mr. Mintz or Mr. Kleinman until 10:23 p.m. on

5 Saturday night just passed.

6 Now, it was at that point in time that Mr. Kleinman

7 sent me a long email suggesting that there was information that

8 they wanted and needed in order to proceed today. That was

9 over two-and-a-half weeks since they had filed their objection,

10 and if they had felt that they had needed any additional

11 information, they certainly could have asked for it.

12 The questions that had been raised by the U.S.

13 Trustee's office and the questions I think that Your Honor had

14 and have been solved and those you continue to have certainly

15 all were able to have been raised by Mr. Kleinman or Mr. Mintz

16 at any time prior to Saturday night.

17 But the other thing is that Mr. Kleinman has said,

18 quite incorrectly, that when he sent that email on Saturday

19 night, that it was met with silence. It was not meant with

20 silence. We had an email correspondence. What it was met with

21 was disagreement, and that's a very different thing. Silence

22 and disagreement are very different. It's not as if I received

23 an email from Mr. Kleinman and simply went about my happy way

24 and paid no attention to it. We responded to it, we engaged on

25 it, and we filed our response.




1 Now, I understand, Your Honor, that we did file

2 declarations later last night than we would have liked to. We

3 were working on a real-time basis to accommodate all of the

4 requests that had been made: not just the requests of the U.S.

5 Trustee's office and Your Honor's chambers, but also the

6 requests that Mr. Kleinman and Mr. Mintz had made in their

7 email of Saturday night.

8 I guess, according to Mr. Kleinman, what we should've

9 done is seriatim filed multiple supplemental objections -- not

10 objections, declarations but we filed a single one.

11 With respect to the issues that had been raised,

12 however, specific to the Kyrgyz Republic, both with respect to

13 Mr. Kleinman's email to me on Saturday night, as well as the

14 objection that was filed on July 8th, we filed our response,

15 and we filed our response on Tuesday, not last night at 8

16 o'clock.

17 So to the extent that -- and what we did in our

18 response is preview exactly what was going to be said in terms

19 of the substance of our -- that would be in the supplemental

20 declarations. So that's what we did.

21 So I think from a time line perspective, if we're

22 talking about anything here, we're talking about the Kyrgyz

23 Republic with unclean hands also being untimely. If they felt

24 that there was anything that they needed with respect to

25 Sullivan & Cromwell's retention, the monies that had been




1 provided in connection with the retainer, the loan agreement

2 which they already have, then they knew that on July 8th --

3 before July 8th. I would have expected -- the normal course

4 would have been to file an objection on July 8th and with that

5 objection filed requests for information if they had them, not

6 to wake up on Saturday night and say, oh, Lord, there's a

7 deposition -- I mean, there's a hearing that's been scheduled

8 for next week, and now I am going to manufacture, at this late

9 date, evidentiary concerns because that's exactly what it is.

10 These are manufactured evidentiary concerns. They either were

11 manufactured at this late date or they were aware of these

12 issues and failed to raise them. But we shouldn't be here at

13 this point with the Kyrgyz Republic yet again trying to prevent

14 these debtors from doing their job and from having counsel to

15 allow them to do their job, and that's effectively what's going

16 on.

17 Now, with respect to the other issues of "conflict" or

18 "adversity", let me first talk about the arbitration, right.

19 We've already had a hearing with respect to the arbitration,

20 and Your Honor has modified the automatic stay to allow the

21 arbitration to go forward.

22 The arbitration is an arbitration that says what the

23 Kyrgyz Republic did on May 17th and surrounding days of 2021

24 constituted an illegal expropriation event, that the Kyrgyz

25 Republic did not have the legal basis under Kyrgyz law or the




1 contractual basis under all of the arrangements with the

2 parties to do what they did, and that the fact that the Kyrgyz

3 Republic, through a process that provided zero -- zero due

4 process to the debtors, created a bogus two billion dollar --

5 three billion dollar claim against the debtors, they have

6 effectively, in their minds, eliminated the need to pay any

7 compensation for having stolen the money.

8 There is zero visibility or light between the position

9 of Centerra and the position of the debtors vis-a-vis the

10 Kyrgyz Republic. The Kyrgyz Republic believes, wrongly, in our

11 view, that they had the right under Kyrgyz law, law that they

12 created out of whole cloth in a matter of days which violated

13 prior law and violated contractual arrangements, they believed

14 that they had the right to do what they did with respect to the

15 mine. We believe they do not have the right to do that with

16 respect to the mine. And doing so, we believe that they have

17 destroyed for the debtors, their creditors, and their

18 shareholder, well over a billion dollars' worth of value.

19 Now, there's clear law that says that it is not --

20 there's not an adverse position if the parties have an identity

21 of interests for a single law firm to represent a parent and a

22 debtor subsidiary in a lawsuit. Indeed, it makes sense. It

23 makes sense to conserve resources, resources, of course, which

24 the debtors are struggling with because of the theft of the

25 mine, and it makes sense because there's a complete unity of




1 interest here. And so from the perspective of the arbitration,

2 right, the continued representation by Sullivan & Cromwell of

3 Centerra, together with the debtors, against the Kyrgyz

4 Republic makes total sense and does not run up against any

5 violation of rules of professional responsibility or any rules

6 of conflicts of interest or adversity under 527(a) of the

7 Bankruptcy Code. It simply does not.

8 Now, what we've done in our conversations with the

9 U.S. Trustee is we have said that in the event -- which we

10 believe will never happen -- that adversity arises, that

11 Sullivan & Cromwell will back away from the representation of

12 Centerra and represent the debtors solely but that -- as a

13 matter of clarity. But it's important for us to state we do

14 not see that -- the debtors do not see that ever occurring.

15 And let's just step back and say and let's look at who

16 is asking the question here. Again, it is not just the Kyrgyz

17 Republic; it is the defendant in the lawsuit. The defendant in

18 the lawsuit in the arbitration is saying I don't want our

19 opponents to have a single law firm. I don't want them -- I

20 want to cause as much trouble from a process perspective as

21 possible.

22 And frankly, Your Honor, we don't think that when

23 issues like this are being raised with A party, B party that

24 has such unclean hands, that their objections should be

25 carrying any sort of water.




1 Now, with respect sort of day-to-day issues between

2 Centerra and the debtors, I think there's two types of issues

3 that have been raised. One is, there have been accusations

4 made by Arnold & Porter on behalf of the Kyrgyz Republic that

5 Centerra is interfering with the operation of the mine in some

6 way, shape or form and that Sullivan & Cromwell has been

7 helping Centerra do that. The second issue is that in some

8 way, that there's ongoing advice being given to Centerra with

9 respect to the Chapter 11 process.

10 So let me take them in order, in the order I just

11 listed them. The first issue, right, with respect to

12 suppliers, there are -- Centerra has, prior to the petition

13 date, communicated with certain of the suppliers relating to

14 the mine to tell them, those suppliers, that the mine has been

15 taken illegally by the Kyrgyz Republic. Keep in mind that

16 Centerra is a mining company. It operates other mines. It has

17 relationships with mining subcontractors and suppliers that are

18 longstanding.

19 One of the reasons that Centerra was the proper party

20 to be the owner of the Kumtor Gold mine from an operational

21 perspective, it's a mining company. So it has relationships

22 with these people. It sent out a letter that said just so that

23 you all know, we no longer control the mine; it's been taken

24 illegally by the Kyrgyz government.

25 Subsequent to that, the debtors -- not Centerra but




1 the debtors have sent letters to the suppliers because

2 suppliers are calling us on a regular basis, and they're

3 saying: What should we do? What's going on? And so what

4 we're trying to do is to say we -- very carefully, the debtors,

5 KGC and KOC, are no longer in possession of the mine. They do

6 not have any possession or control over the operations of the

7 gold mine or any of the assets located in the Kyrgyz Republic.

8 So if somebody is trying to say, you know what,

9 debtor, KGC, you have bought 100,000 dollars' worth of goods

10 and services relating to supplies that need to be delivered to

11 the mine; we would like you to perform on that contract, the

12 debtors simply do not have the ability to perform on that

13 contract. One, we don't have a mine, and two, we don't have

14 any money.

15 We don't have a mine because the Kyrgyz government

16 stole it. We don't have any money because the Kyrgyz

17 government stole it.

18 What we have said to these vendors and suppliers is,

19 go talk to the Kyrgyz government. If you want to sell your

20 stuff to the Kyrgyz government because they now control and

21 operate the mine, godspeed, but we cannot be in a situation

22 where the debtors are taking responsibility, because the

23 debtors are not in a position to pay or to perform, and we're

24 not in a position to say that you can deliver to the Kyrgyz

25 government which has stolen the mine in the name of the debtor;




1 we are in active litigation saying that the Kyrgyz government

2 is not the debtor.

3 If the Kyrgyz government is out there now saying, you

4 know what, we are the debtor, they have a right to also say to

5 those vendors, do you know what, Caterpillar, or whoever it

6 happens to be, just sell it to us. We reserve all rights.

7 They can figure it out. They have smart lawyers; they can

8 figure it out.

9 But the communication that's happened with respect to

10 the debtors and the suppliers has been very carefully -- and

11 yes, with the advice of Sullivan Cromwell -- to make sure that

12 the parties on the other side recognize that the debtors, these

13 debtors before you, Your Honor, do not have a mine to operate

14 at the moment, and we do not have the wherewithal to perform

15 under these agreements. It's just simply not possible. So

16 that's the type of communication that's been going on.

17 Now, I don't think that that has a relevance to the

18 retention of Sullivan & Cromwell. I think that's a practical

19 question as to what advice the debtors are getting from

20 Sullivan & Cromwell, and whether or not the suppliers are going

21 to perform either with respect to the Kyrgyz government or

22 decide to do whatever it's going to do with respect to the

23 debtors.

24 We cannot be in a position to have, sort of, say for

25 instance, safety equipment that has been ordered by the debtors




1 prior to the petition date, delivered in the name of the

2 debtors and sold to the debtors, where warranty rights are

3 between the debtors and the suppliers, where a failure to

4 operate this equipment in a prudent and appropriate fashion is

5 the responsibility of the debtors. So not only is it the risk

6 that we are taking delivery for goods that we can't pay for,

7 for a mine that we don't operate, but it's that we could be

8 taking possession of goods that could actually do damage, and

9 we would be responsible for that damage when the goods that are

10 being -- are not being delivered to us, and they're not in our

11 custody and control.

12 And I know this splits hairs, but it is very important

13 from a hair-splitting perspective that these debtors do not

14 accumulate additional liabilities that they cannot satisfy. So

15 if the Kyrgyz government wants to buy this stuff on the open

16 market, godspeed, let them do it. No one is trying to say that

17 they can't do that. So this idea of interfering with the

18 operation of the mine -- the greatest interference in the

19 operation of the mine has been the theft of the mine by the

20 Kyrgyz government and the installation of incompetent

21 management to try to run it. That's the risk and the greatest

22 threat.

23 And oddly enough, the Kyrgyz government has also said

24 in that context that in some respects, the automatic stay is

25 being violated by communicating with the suppliers. The




1 automatic stay -- this is the irony here that the Kyrgyz

2 government is saying, you know what, I have just violated the

3 automatic stay with a cannon blast in downtown Bishkek, but I

4 want to enforce the automatic stay with respect to the

5 suppliers, even though the violation of the automatic stay by

6 continuing to occupy and try to operate our mine with our

7 assets is the definition of a violation of the automatic stay.

8 We are in a -- we are in alternate universes as we

9 talk with the Kyrgyz government, and it's simply not the case

10 that providing honest and fair statements to the suppliers

11 about the wherewithal of the debtors to operate this business

12 and to take responsibility for orders that have been placed is

13 in any way, shape, or form related to the ability of Sullivan &

14 Cromwell to represent those debtors. It simply -- there's

15 simply no relationship.

16 The next point, Your Honor, with respect to the sort

17 of day-to-day issues, remember what has happened. We had a

18 first day declaration from Mr. Desjardins, who said very

19 clearly, one of the things that happened at the time that the

20 mine was being seized is that the secret police of the Kyrgyz

21 Republic went to the homes of the expat folks -- who were also

22 working for Centerra -- they took them out of their homes and

23 brought them to their place of business and ordered them to

24 type their passwords into their computers so that the Kyrgyz

25 government, through the Kyrgyz secret police, could have access




1 to the computer systems.

2 In effect, what the Kyrgyz government did with the

3 expropriation of the mine was to decapitate the local

4 management of the Kumtor gold mine. Right now, the only people

5 that we have who are debtor's representatives are also people

6 who have a relationship with Centerra. And that's because of

7 the actions of the Kyrgyz government. So what we have here is

8 individuals, like Mr. Desjardins, who is the chief operating

9 officer of Centerra, the former president of KGC, and a

10 director of KGC. Or we have Mr. Rehman, who is the general

11 counsel of Centerra, but he also, through power of attorney,

12 has the right to act on behalf of the debtors.

13 When we are dealing with those individuals, Your

14 Honor, we, at Sullivan & Cromwell, we are dealing with them as

15 they are wearing the hats as Centerra -- as debtor's

16 representatives, and we are not dealing with them as Centerra

17 representatives.

18 But the fact is, they do hold both roles because at

19 the present time, there's no one who holds any individual role.

20 We are in the process of trying to identify an independent

21 director, and hope to be able to present that person to the

22 Court, but we haven't quite gotten there.

23 But for the time being, what we have -- and we

24 explained to Ms. Schwartz in a series of conversations -- is

25 that when we have conversations about Chapter 11, we are having




1 them with the people who are authorized representatives of the

2 debtors in their capacity as authorized representatives of the

3 debtors. If the fact that they also hold positions with

4 Centerra is completely disqualifying, then what we have done is

5 simply confirmed that the decapitation occurred that took place

6 by the Kyrgyz government is complete.

7 And so there is -- and so from that perspective, Your

8 Honor, we think it's very clear -- we recognize this is a

9 different case. This is not a situation where we have multiple

10 credit agreements and layers of first, second, third lien debt

11 and unrestricted subsidiaries, and all of the things that give

12 rise to the typical concerns relating to parent-subsidiary

13 relationships. This is a situation where the subsidiaries, the

14 debtors, have zero external debt, no funded debt whatsoever.

15 They have been profitable and solvent, consistently, for over

16 thirty years. There is no outside relationships outside of the

17 suppliers, all of whom we've already addressed.

18 So what we have here, Your Honor, is a very unique set

19 of circumstances that make it very clear that there is no

20 conflict, there is no adversity. But notwithstanding that,

21 what we have done is from a -- the debtors have retained Young

22 Conaway Stargatt & Taylor; to the extent that there's, for

23 instance, any conflict or adversity that comes up, they are

24 available to represent the debtors, and will be doing so. And

25 Sullivan & Cromwell will not be doing so. To the extent that




1 there's a DIP loan that is put in place, Sullivan & Cromwell

2 would not be involved in that, and Conaway Stargatt & Taylor

3 would handle it.

4 So we've taken, we think, the appropriate measures,

5 the traditional measures that have been clearly approved in

6 dozens upon -- in hundreds of cases to have well respected and

7 competent conflicts counsel, and we are also taking into

8 account the unique situation here, which is that the entirety

9 of the assets of these businesses have been stolen by the

10 parties who are now saying that the counsel, the chosen

11 counsel, should not be able to be representing the debtors.

12 So I have been going on for a bit, Your Honor, I think

13 I've covered the main points that exist in the objection. And

14 I'm not sure if I -- in terms of the law, we think the law is

15 clear. There's no per se rule that the Kyrgyz government can

16 point to; AroChem, Cotai, Iorizzo all make it clear that this

17 type of arrangement is something that's appropriate.

18 There is no preference or challenge in terms of the

19 retainer. It has been made clear by a representative of

20 Centerra that Centerra has no intention of seeking to recover

21 that. And we believe that from the timing perspective, it is

22 truly a boy who cried wolf sort of situation here to be

23 standing here on the 29th of July, a full three weeks after

24 their objection was filed when all of these issues were

25 apparent, to say, well, let's not go forward today, let's put




1 it off to sometime in the future because we need more

2 information.

3 And Your Honor, if you have any specific questions,

4 I'll be happy to deal with them.

5 THE COURT: I do. So first thing, having read all the

6 declarations that were filed -- I'm assuming it's not

7 disclosed, so my assumption is, it didn't exist -- that there

8 was no relationship where Sullivan & Cromwell was representing

9 Centerra before -- basically before May, before any of this

10 happened. Is that correct?

11 MR. BROMLEY: So Your Honor, Sullivan & Cromwell has

12 represented Centerra before May, yes.

13 THE COURT: In other matters, not relating to the

14 debtors?

15 MR. BROMLEY: Well, relating to this -- to the coal

16 mine -- I mean, the gold mine, yes.

17 THE COURT: Okay. But I guess I'll parse my question

18 a little more finely. Do you represent them in connection with

19 other matters that don't have to do with this gold mine? Let's

20 start with that.

21 MR. BROMLEY: Yes.

22 THE COURT: Okay. That's fine. And in connection

23 with this gold mine, how long have you been representing

24 Centerra in connection with matters relating to that? Does it

25 go back 30 years or does --




1 MR. BROMLEY: It goes back quite a long time. And

2 it's not just been Centerra; it's been the debtors themselves.

3 THE COURT: Okay, understood, both. Okay. That's

4 fine. Thank you.

5 And so I guess my issues are limited to where I have

6 concerns about conflicts, and my questions really go to that.

7 And I really can only see, myself, maybe two buckets of issues.

8 That's the way I would describe them to me. And I am well

9 aware of Young Conaway's experience and of course, their

10 excellent counsel and excellent conflicts counsel that's been

11 selected.

12 And my question for you is, with respect to any

13 intercompany claims -- again, they exist; we're in bankruptcy.

14 They are what they are. There's no, right now, any attempt to

15 do anything about them. So there is obviously claims that the

16 debtor has potentially against Centerra relating to this loan

17 agreement. Again, right now, there's no collectability on it,

18 that's the way I'm looking at it, because of the events that

19 have happened. And so there's not an issue right now that

20 there'd be any ability to do that. But who knows in the

21 future?

22 And also then just there are some other intercompany

23 claims that existed as of the filing date. It's disclosed that

24 that happens, or have. They've had them from time to time. It

25 seems to me that the appropriate thing, Mr. Bromley, would be




1 just for Young Conaway to handle those issues just flat out,

2 and that the debtor just wouldn't -- that isn't an issue that

3 would be dealt with in any way by Sullivan & Cromwell. And

4 that would just eliminate a whole bucket of people arguing

5 about potential conflicts, possible conflicts.

6 And that's fairly limited. I mean, it's either under

7 the loan agreement, or any intercompany claims that existed as

8 of the petition date, or anything that arises post-petition --

9 as you noted, with a DIP, for example. So I'm not sure why we

10 just -- why the solution isn't just that those will be handled

11 by Young Conaway, and those are things you won't handle.

12 MR. BROMLEY: That's absolutely right, Your Honor.

13 And we tried to, and I guess didn't entirely accomplish that

14 statement in paragraph 11 of my supplemental declaration, where

15 I say, in essence, he does not and will not represent Centerra

16 in connection with these Chapter 11 cases, right?

17 THE COURT: Okay.

18 MR. BROMLEY: So we will not do that. The only

19 exception, which I wanted to have in there because it's my

20 declaration, is that we will be talking to people who have two

21 hats on.

22 THE COURT: No. I understand that. And believe me,

23 having been in your situation, it happens. I understand.

24 That's not something that's avoidable here, and I completely

25 understand that. But part of -- what I was really saying to




1 you is, it's not that if there's a conflict, you'll do it.

2 It's just that you won't be representing Centerra, you won't be

3 representing the debtors. Young Conaway is going to handle

4 that issue if those things arise.

5 In other words, if there's an issue with respect to

6 existing intercompany claims, the existing intercompany loan,

7 or any future intercompany claims that arise, whether it's from

8 a DIP or something else, that will be something that Young

9 Conaway just handles, and you don't represent either party in

10 connection with.

11 I think that's really the right answer here, because

12 then there's not a conflict, and Young Conaway is completely

13 capable of representing those things. I understand they're not

14 likely to arise in the context of this case, because the loan

15 is -- in essence, there's no ability to collect on the loan.

16 It's not likely that we're going to be having a plan any time

17 soon where we have to deal with intercompany claims right now,

18 and therefore -- so my suggestion is that as long as there is a

19 Chapter 11 cases pending -- and I'm going to put it that way,

20 because if they end, I don't think anything I'm saying today

21 matters. But so long as there are Chapter 11 cases pending, I

22 think that -- or bankruptcy cases pending, I think the right

23 answer is that Young Conaway just handle those matters, and you

24 don't represent either party. And then we don't have a

25 conflict issue. And these are really limited issues, so I'm




1 not really sure that would be such a problem.

2 So I'm just trying to understand if there's any

3 concern about that, because I think that would solve my

4 concerns about there being -- your having to straddle lines in

5 that circumstance, and it's a really narrow situation.

6 MR. BROMLEY: We have no -- we have no concern with

7 those comments, Your Honor. We totally agree with you.

8 THE COURT: Okay.

9 MS. SCHWARTZ: On that issue, I just want to mention

10 that it should have been clear from the proposed orders, as

11 well, that Young Conaway is absolutely handling the loan, any

12 future financing and so forth. The only thing that I think

13 that the Court's added here is any intercompany claim in

14 addition to those, because that was definitely the

15 understanding of the U.S. Trustee for sure.

16 It has been the -- I understand where Your Honor is

17 coming from, but in many cases -- and I'm sure Your Honor

18 knows, like, even when we have cash management orders in large

19 cases where there are multiple entities, there are always

20 intercompanies that go back and forth. But in light of what

21 Your Honor is saying, that's totally fine. I just wanted to

22 make sure the court knew that there was no question that

23 Sullivan & Cromwell was not involved in the loan, or any DIP

24 financing, and so forth, in that bucket for sure.

25 THE COURT: On either side?




1 MS. SCHWARTZ: Correct, correct.

2 THE COURT: Either the debtor or Centerra?

3 MS. SCHWARTZ: Absolutely.

4 THE COURT: Okay.

5 MS. SCHWARTZ: No, they're not representing Centerra

6 at all in the Chapter 11 case.

7 THE COURT: Right. I understand that. Well, with the

8 limited exception of -- remember of arbitration which we're

9 going get to.

10 MS. SCHWARTZ: No, no. That's -- right, that's

11 related to it.

12 THE COURT: Then we'll get to that in a second. But

13 I'm talking about, first of all, just these --

14 MS. SCHWARTZ: Correct.

15 THE COURT: -- these issues that relate to their

16 interfacing on loans and claims.

17 MS. SCHWARTZ: Correct.

18 THE COURT: Okay. So that's fine. Again, I'm

19 clarifying for my purposes. I appreciate that there was a lot

20 more disclosure and other things made, but I just -- this is

21 where I think I'm comfortable if that happens. So to me, that

22 takes one issue off.

23 I will also note that having looked at the additional

24 disclosures that were provided on the payment of fees to and

25 retainers to Sullivan & Cromwell pre-petition, and I think that




1 answers all my questions relating to that. I personally do not

2 have any issues relating to that, any concern, especially in

3 light of the statement and Mr. Rehman's declaration that

4 they're not going to be seeking repayment of these funds. The

5 combination of those things has made me unconcerned.

6 Also, to be candid, a parent paying this on behalf of

7 a subsidiary raises other issues, but not really a preference

8 issue here. So I'm not really worried about that. But I think

9 that the statement that they won't seek repayment does

10 eliminate a concern about that. So I think my questions about

11 that were satisfied by the additional disclosure. So I

12 appreciate that.

13 So that takes me to my last area, which was the

14 arbitration. So having looked at that and having given this a

15 lot of thought, Mr. Bromley, I completely agree with you that

16 right now the parties are in complete alignment. And I don't

17 think that right now there's a conflict between the debtors and

18 Centerra on how they're proceeding in this arbitration.

19 But I've tried to think -- because you've warned me

20 this could take years, the arbitration; I think you told me

21 that the last time you were in front of me, or maybe the time

22 before that, you know, probably by the time I get to the

23 dismissal motion and the abstention motion and I rule on that,

24 maybe you'll have an arbitrator, maybe you won't even have

25 that. I mean, things are just moving very slowly. So I




1 understand this is going to be a very slow process for the

2 arbitration.

3 So my concern about that is a similar one about the

4 two sides. And it's only in limited circumstances, and it

5 doesn't have to do with the arbitration itself. It actually

6 really has to do with what happens if there's a possible

7 resolution to the arbitration. And that's where I start to get

8 a little concerned, I'll just say. So that's where I have

9 concerns. I think right now in terms of prosecuting the

10 arbitration, there isn't any difference between the parties.

11 And I don't see there a conflict arising.

12 But where I could see it is, let's just say,

13 shockingly -- sorry Mr. Mintz and Mr. Kleinman for saying

14 this -- that the parties actually have settlement discussions,

15 which hasn't seemed to be happening so far. But let's just say

16 you're still in Chapter 11 and you're having settlement

17 discussions. If you're outside of Chapter 11 because I

18 abstained or dismissed the matters, then I don't think this is

19 a relevant issue for me anymore. But during a Chapter 11 or a

20 bankruptcy proceeding, it is relevant for me.

21 So then you could have a scenario, I could see, where

22 either there's an agreement to give back the mine under certain

23 circumstances, or there's -- again, things that may never

24 happen, this is my judge hypothetical here -- or possibly where

25 there's a monetary settlement that's proposed. And it is




1 possible in those circumstances, where there's actually a

2 settlement that's proposed, that the debtors and Centerra could

3 not agree on whether to take the settlement. It's possible.

4 Maybe Centerra will want more compensation as the

5 shareholder than wearing a debtor hat, somebody would be

6 willing to take. It's also possible that maybe the

7 reorganization of the mine has certain circumstances and they

8 might -- where they get the mine back; they might disagree. I

9 could see in the future it could happen.

10 So I think the only way I'm going to get comfortable

11 with that myself, right now, is not just that you're not going

12 to represent Centerra in that circumstance, but I think, again,

13 this is a problem where you have a conflict with wearing two

14 hats. And this may never come up, just may never, ever come up

15 while we're in Chapter 11, for a variety of reasons. You told

16 me this process is going to take years. So far, the parties

17 don't seem to be having any settlement discussions. Again,

18 just my impression, listening to everyone's rhetoric in court;

19 might not be true.

20 But -- we're a long way from that, but it could

21 happen. I mean, maybe if I deny the motion to dismiss or

22 abstain, we're in Chapter 11, there's discussions -- I think

23 then, unfortunately, I think the right answer is that really

24 Sullivan & Cromwell shouldn't be playing a role in those

25 discussions if there's a conflict issue that arises. I think




1 as long as the parties are going along and there's not a

2 conflict issue, that's fine. But if one arises, I think both

3 sides have to have different counsel at that point in the

4 settlement discussion.

5 I realize that's costly, it's problematic, it's not a

6 great thing, but I'm not comfortable that you're just going to

7 represent the debtors in that circumstance. I mean, I know you

8 will represent the debtors. Don't get me wrong. And I also

9 understand -- but as you pointed out to me that they're --

10 which is correct -- that right now all the people making

11 decisions have two hats, but when they have their debtor hat,

12 they have a fiduciary duty. And there is a possibility that

13 their fiduciary duty hat doesn't conform with what Centerra is

14 going to want.

15 And you may end up with an independent director as you

16 talked about, and maybe that person is going to be the person

17 making the decision. But then that person is going to have to

18 have completely independent counsel, if that's how this goes.

19 So I think what I'm going to have to ask for to get

20 comfortable with this is just that to the extent a conflict

21 arises while this is in Chapter 11, in the context of

22 settlement discussions -- and there may not be, but in those

23 contexts, that then I think Sullivan & Cromwell has to give way

24 on both sides, and other parties have to represent the parties

25 in that discussion.




1 And maybe that will never happen before me for a

2 variety of reasons. It may never happen before me because I'll

3 grant Mr. Mintz's motion. That's possible. It may never

4 happen before me because I don't grant Mr. Mintz's motion, and

5 this never occurs. At least during the years we're in Chapter

6 11, or however long we're in Chapter 11 -- because you've

7 warned me it might take four years to get to a decision in this

8 arbitration -- this may never occur, but I do have a concern

9 about it.

10 So I just want you to understand, this is my problem.

11 This is my one problem that I'm grappling with, other than --

12 and it's not that I have any problem now with what you're doing

13 with the arbitration. I don't. I understand there's no

14 daylight between the parties. But I've sat and thought about

15 it a bit, and I've thought about the outcomes that could happen

16 in the arbitration, and I've thought about the fact that it is

17 possible that there could be a divergence between the debtor's

18 fiduciary hat that somebody has to wear and the Centerra

19 shareholder hat. So that's my concern, Mr. Bromley.

20 MR. BROMLEY: Well, thank you, Your Honor. I

21 certainly understand where you're coming from. I do think it's

22 a theoretical issue more than a practical one, but I do

23 appreciate it. I think we could -- if we could suggest some

24 language on that front -- I mean, obviously, once you rule, if

25 that is the linchpin, we can suggest some language.




1 The only thing I would say to what you've said is,

2 maybe add at the end of it, absent order of the court, such

3 that -- because we don't know what the world is going to look

4 like if that situation comes up, and it's two years from now or

5 three years from now, have the ability to come back to you and

6 ask for further guidance at that time, I think, would be

7 without any -- I think that would be appropriate, rather than

8 to hardwire something in at this point.

9 THE COURT: Okay. I mean, I think I'd be open to

10 that. This is my concern. Again, it's not what's going on

11 now. I can't see any discussions now. I mean, I've certainly

12 spent enough time reading papers about this case and

13 understanding where things are, and I don't see it now. I just

14 don't. And I'm okay with that. But I just try to really think

15 down the road. You never know.

16 Again, I'm probably really too optimistic for a

17 variety of reasons that maybe the parties someday will have to

18 have settlement discussions, and maybe that will never lead to

19 a conflict either. Don't get me wrong. I don't think just

20 because having settlement discussions will mean there is a

21 conflict. But I'm always hopeful that that could occur.

22 And when you're sitting in my seat, you have to

23 remember something here. I recognize that I've got -- and this

24 is my word for it; it's not anyone else's word for it, and you

25 all may not like my characterization of about what I'm about to




1 say, but it's just -- it's my perspective as a judge in the

2 United States. I've got four different, in essence,

3 chessboards where people are playing out their issues, and one

4 of them is mine, in front of my court, but the others aren't.

5 And so there's a lot of things that go on elsewhere that I'm

6 not privy to, and that's fine.

7 And, you know, we've got the whole arbitration

8 process, we've got what's going on the Kyrgyz Republic, and

9 we've got what's going on in Canada. And so out of those

10 processes that are going on, that multi-process at the moment,

11 anyway, who knows? You all might somehow decide that a four-

12 year arbitration doesn't work, and people could actually start

13 talking. I mean, I'm hopeful, but maybe that's just too

14 optimistic.

15 So I only see what's in front of me, and so in my

16 rules, what I have to apply for my rules in my little

17 chessboard of the bankruptcy courts, is the standards for

18 retention and issues about conflict, and this is really my only

19 concern about yours. So I would look to get some additional

20 language. And also it's fine to have it come back to me. So

21 that would be my perspective.

22 So anyway, that's my perspective. I know Mr. Kleinman

23 is going to want to argue about why I shouldn't approve the

24 retention at all, but I think he's heard my issues now. So I

25 guess he can raise what other issues he wants to raise about




1 it. And I'm going to turn the floor over to him.

2 MR. KLEINMAN: Thank you so much, Your Honor. And

3 first I'd like to start out by saying, it's never a good

4 position to be in, something we don't -- I personally don't

5 like to do is to argue against other very respectable law

6 firm's retentions or approval of fees. And certainly, Mr.

7 Bromley, who was a mentor of mine at both our prior firms. And

8 so this brings us -- me no joy in doing this, but it's sort of

9 the necessary thing that we think is the right thing to do

10 under these circumstances.

11 First, I think it just bears repeating that much of

12 what Mr. Bromley's stating about stealing the mine and doing

13 all these nefarious things. I almost wanted to object and --

14 because he was getting off on a tangent and having nothing to

15 do with the application before us today.

16 And we've put our papers in front of Your Honor as to

17 why we believe that the mine is properly being run by the

18 external management, that Centerra has done things that harm

19 the safety and environment of the Kyrgyz Republic, that the

20 external management is in its rights under Kyrgyz law as a

21 Kyrgyz entity to be in place and to run the mine. And, again,

22 this is a temporary external manager.

23 So I think for Your Honor, for the Court, for in --

24 for the broader public, I think needs to hear that Mr.

25 Bromley's statements are just that. They are statements. They




1 are not founded in any evidence before the Court, Your Honor.

2 The only papers in front of the Court right now are our papers

3 which explain why Mr. Bromley's clients had no authority to

4 file these cases and are not rightfully in charge of the mine.

5 So I just wanted to get that out on the table because

6 I just felt we've kind of come too far afield on some this

7 rhetoric which I don't think is necessarily helpful with our

8 discrete issues.

9 One thing I just don't understand is why we haven't

10 seen the engagement letters of Sullivan & Cromwell and Young

11 Conaway when it comes to either --

12 THE COURT: Mr. Kleinman, I'm going to interrupt you.

13 Young Conaway's was filed. I've --

14 MR. KLEINMAN: Apologies.

15 THE COURT: -- I've read it. It was attached to their

16 filings. So --

17 MR. KLEINMAN: I apologize --

18 THE COURT: -- it is there, you could --

19 MR. KLEINMAN: -- for that, Your Honor.

20 THE COURT: -- look at.

21 MR. KLEINMAN: It's been a -- not a lot of sleep, as

22 Mr. Bromley recognized. I'm working at 11 o'clock on a

23 Saturday night. So I apologize for that.

24 But more importantly, Sullivan & Cromwell with respect

25 to representing either Centerra or the debtors. What are in




1 those documents? And often times you'll see language in orders

2 that say notwithstanding anything else in the engagement

3 letter.

4 Now, Mr. Bromley's -- Sullivan & Cromwell's retention

5 papers refer to the engagement letters but we've just never

6 seen them. And I think it's important for this Court, for the

7 process that Centerra and -- that they've chosen to come to

8 this court, they've chosen to -- avail themselves of the

9 Chapter 11 process, and they've made that very clear as to why

10 they've done that. But there are certain obligations and

11 burdens that they must meet in doing so. And disclosure is

12 certainly one of them. So I don't think it's -- it is saying

13 too much to ask them to disclose even -- even if it's under

14 seal first, or just disclose what the engagement letters say

15 because we're sort of arguing in a vacuum in many ways.

16 And what's happened here, Your Honor is that we've had

17 an initial declaration that said the debtors are paying S & C's

18 fees. And now we say no, no, no, it's not the debtors, its

19 Centerra. And then it said the debtors are paying for the

20 retainer. And then no, no, no, it's actually Centerra is

21 paying for the retainer. And don't worry about that retainer,

22 we're gifting it to you.

23 We've just had a lot of statements, whether they're

24 misstatements or whatever, that don't jive. And I think a lot

25 can be solved by actually seeing the engagement letters. So




1 that's one thing we ask. And I think it's necessary before

2 this Court enters any order that the party's interest be able

3 to review that.

4 With respect to the retainer, Your Honor when we filed

5 our reply, as Mr. Bromley correctly notes in -- on July 8th, we

6 were under the impression that the retainer was being paid by

7 the debtors. And our papers didn't say that it was a

8 preference, but it could be akin to a preference but it's

9 really could be an unauthorized use of estate funds to pay Mr.

10 Bromley's firm if it's determined that the debtors were not and

11 are not authorized to hire Sullivan & Cromwell to represent

12 themselves in the bankruptcy proceedings. So that's the

13 genesis of that. And I think that's a point that maybe we'll

14 come back to when it comes to our reservation of rights.

15 But there is a world in a not too distant future where

16 Your Honor dismisses these cases for lack of authorization.

17 And Mr. Bromley's firm and the other professionals are seeking

18 to be paid on a monthly basis. And given where we are and our

19 strong belief that we are going -- we are going to win on the

20 motion to dismiss, does that mean that the debtors are going to

21 disgorge those fees?

22 Now, I guess Mr. Bromley would say, well, don't worry

23 about those fees because Centerra's paying them. I don't know

24 if that's true. What we know in the declarations, Your Honor,

25 is that Centerra's paid the retainer. There's nothing in there




1 that says going forward Centerra is -- once the retainer is

2 used up, which I suspect won't be in the not too distant

3 future, who's paying those fees? That's completely left

4 undisclosed. And, again, this is why we need to see the actual

5 documents. And we need to be able ask some questions of the

6 parties if necessary to kind of ascertain what is actually

7 happening. So that is -- it's still an open question in my

8 mind.

9 I hate to harp on this, but when it comes to the sort

10 of back and forth on timing and who said what to whom, it is

11 true Mr. Bromley responded to our email Saturday night. And it

12 was -- the response was we'll review and revert. We, again,

13 pinged them on -- I can't remember if was Sunday or Monday,

14 saying, hey, you know, here we are, we're willing to talk. And

15 there was no reversion. So I guess technically it was a

16 response, but it really was not a helpful response at all.

17 And we know that Mr. Bromley was openly talking with

18 Ms. Schwartz about these issues. It's still unclear to us why

19 that conversation could -- had been had (indiscernible).

20 Mr. Bromley keeps speaking about the arbitration and

21 what's going on in the arbitration. But, again, we're not in

22 the arbitration. And we have no problem with Centerra -- or

23 Sullivan & Cromwell representing Centerra and the debtors in

24 connection with the arbitration. What we are concerned with

25 here and what I think was covered in part by Mr. Bromley's




1 declaration, and perhaps his -- or his argument today is that

2 Centerra will -- or Sullivan & Cromwell will not be

3 representing Centerra in respect of anything having to do with

4 things like intercompany claims or the bankruptcy cases in

5 general. But that I don't think goes far enough. As we

6 demonstrated in our papers, Your Honor, Centerra is taking

7 active measures to thwart the operations of the mine, a mine in

8 which we believe is being lawfully run by the external

9 management and harming the debtors' estates. How are they

10 harming the debtors' estates? There is merchandise all over --

11 or supplies and other materials in warehouses all over Europe

12 that's actually been paid for by the debtors. It's paid for.

13 But because of Centerra's threats, those supplies aren't being

14 delivered. And you've heard Mr. Bromley say repeatedly in

15 these cases, well, whatever happens to the mines now is on the

16 Kyrgyz Republic's dime. If that's the case then it is -- it

17 behooves –- it just goes to show that, well, is Centerra

18 creating even more hardship, even more losses for the mine by

19 refusing to allow us to actually operate? And the arbitration

20 in this Court, court in Canada, court in Mars, wherever this

21 goes, they will decide who is the lawful manager of the mine.

22 But while we are here in this Court, Your Honor, we

23 have an estate that is being depleted because of the actions of

24 Centerra which is S & C's client. And at the same time, S & C

25 is representing the debtors. To us this is a clear conflict




1 and it's very hard to work one's way around it. And you

2 identified the issue of what happens with their settlement

3 negotiation? Who's playing what role? You know that's just

4 one example of adversity. We listed a number of examples of

5 adversity including the fact of the eighty-five-million-dollar

6 loan. And this loan -- all we have right now is Mr. Bromley's

7 argument about what a loan agreement says. And for the record,

8 Your Honor, we never asked for the loan agreement. We have the

9 loan agreement, so that's sort of a red herring. But if this

10 case gets dismissed, right now you have, on the record, a party

11 opponent admission by the debtors saying that this debt is not

12 due and owing. That is a conflict, Your Honor, and that we, as

13 the managers of that mine are going to have to deal with. So

14 that creates a continuing problem for Mr. Bromley and his firm.

15 And Your Honor mentioned Young Conaway, and we highly

16 respect Young Conaway and the work that they do. And I note

17 for Your Honor, that they are being retained not as conflicts

18 counsel but as 327(a) counsel. And from our perspective,

19 they -- the company's very comfortable hiring Young Conaway to

20 be debtors co-counsel. It seems to us that it would not be

21 inappropriate to have Young Conaway actually just perform as

22 debtors' counsel given all of the identified conflicts and the

23 conflicts to come. There is just too much there there in

24 these -- in this case so far, from what we've identified, in

25 what was in a -- declaration on day X, so what's in a




1 declaration on day Y. You have the same people acting in dual

2 roles which, again, I understand happens. But this is not your

3 average case. This is a very different circumstance.

4 I'm sorry, Your Honor. I just want to take a quick

5 look at my notes. Oh, this is a good point. Sorry.

6 This is about the claim. Now, we heard that Centerra

7 and Mr. Rehman, whose declaration was just filed last night,

8 they said they will not file -- Centerra will not file a claim

9 in the bankruptcy cases. Now, if this case is dismissed, does

10 that mean Centerra is waiving for all purposes a claim against

11 the debt -- against KGC and KOC, or just in these bankruptcy

12 cases? Because if it's just the bankruptcy cases, Your Honor,

13 everything doesn't go far enough. There's the still the

14 conflict that exist, because these cases could be dismissed in

15 the matter of weeks or months from now. So I don't think that

16 statement goes nearly far enough, and just shows, again,

17 another aspect of a continuing conflict.

18 And, Your Honor, I think that's all I need to go over

19 right now.

20 The one thing I would also add -- and this is a

21 subsidiary point but a relevant one and not addressed by Mr.

22 Bromley in his papers -- is that debtors are seeking the

23 retention of Sullivan & Cromwell nunc pro tunc.

24 As Your Honor is I'm sure aware in recent Supreme

25 Court precedent, in the Roman Catholic Archdiocese San Juan,




1 Puerto Rico v. Acevedo, it held that nunc pro tunc retentions

2 or approvals are not permitted. So it's probably something

3 that's -- if Mr. Bromley is approved, I'm sure that could be

4 corrected with different wording. But I wanted to bring to

5 your attention the fact that the term nunc pro tunc --

6 THE COURT: You mean wording back to the date --

7 MR. KLEINMAN: Exactly.

8 THE COURT: -- that he's seeking as opposed --

9 MR. KLEINMAN: Exactly but --

10 THE COURT: -- to saying nunc pro tunc.

11 MR. KLEINMAN: Yeah.

12 THE COURT: Yes, I understand.

13 MR. KLEINMAN: So we're not a making a big deal of it,

14 but we --

15 THE COURT: I'm aware. I'm aware --

16 MR. KLEINMAN: -- just wanted to note it.

17 THE COURT: -- of the issue and --

18 MR. KLEINMAN: Okay.

19 THE COURT: -- and I'm aware of the decisions that

20 have been made -- rendered by other courts including other

21 judges in this court that that doesn't either apply, but also

22 people's way of dealing with it is to change the wording of

23 their orders.

24 MR. KLEINMAN: And that's exactly --

25 THE COURT: Yeah. I understand --




1 MR. KLEINMAN: I'll just go with that.

2 THE COURT: Where Mr. Bromley is still retained as of

3 the date, it's just order wording issue. I understand.

4 MR. KLEINMAN: Thank you, Your Honor. Again, that was

5 our only point, we weren't using that as another argument as to

6 why Mr. Bromley's firm should not be retained.

7 And so with that, Your Honor, I think that's all for

8 now. And I'm happy to answer any questions, Your Honor, but

9 again we still believe that there are many, many unanswered

10 questions. We should have the right to explore in a targeted

11 fashion this further. And if we do discover additional

12 discrepancies, we should be able to bring this back to Your

13 Honor at a later date. And that's why we don't think today is

14 the right day to approve Mr. Bromley's and S & C's retention

15 that this, another day, week, two weeks from now is of no harm

16 and could be of great benefit to the process and to the

17 bankruptcy cases in general.

18 So thank you again for your time, Your Honor, and

19 appreciate it.

20 THE COURT: Okay. Mr. Bromley?

21 MS. SCHWARTZ: Your Honor -- oh.

22 THE COURT: Oh, sorry. Ms. Schwartz, you want to be

23 heard now?

24 MS. SCHWARTZ: Yes. Thank you, Your Honor.

25 And I think that it -- I'm hoping to address from a




1 substantive point of view some of the issues that were raised

2 by counsel for the Kyrgyz Republic.

3 As Your Honor is aware, the U.S. Trustee's mission is,

4 among other things, like the Court, to ensure the integrity of

5 the process. And we're unbiased. We don't have a -- we don't

6 have a dog in this hunt if you will. But I want to just

7 address a couple of things.

8 First of all, on the engagement letter, the filing of

9 the engagement letter, the issue that that wasn't filed as part

10 of the S & C application.

11 Your Honor, I'm -- I would imagine the Court is aware

12 that in many, many, many retention applications, we don't see

13 the engagement letter actually attached to the application.

14 Nor is there a requirement under the Code or the rules or the

15 court's rules that the engagement letter, that's signed between

16 the debtor and the proposed counsel, be filed with the court.

17 Notwithstanding that, certain law firms regularly file their

18 engagement letters. For example, Kirkland & Ellis, whenever

19 you see an application from them, their engagement letter is on

20 the -- filed with it. And I think in large measure because

21 they go into length about whose -- which was property of the

22 estate relating to the retainer. And they go into a long

23 discussion about what's a classic retainer, all the areas of

24 the law so they make it clear to their client that once they

25 pay their retainer, it's going in their operating account and




1 it's not being segregated.

2 That being said, one of the things we try to address

3 in the order is that the order -- that the scope of the

4 engagement and the terms of the engagement are limited to the

5 scope of the order and the application. If there's not an

6 engagement letter attached to the application, nothing in that

7 engagement letter is applicable to the court's order and the

8 engagement in this before the court. So, for example, with

9 Stretto, I'm just using that as an example here, there is a

10 provision in their engagement letter that says in -- that we

11 don't go along with the limitation of liability provision which

12 the Court's aware. And the order says that that paragraph of

13 the retention order is inapplicable in these cases because they

14 attached their engagement letter. So we had to address all the

15 things that were in their engagement letter.

16 Here, for the S & C retention, if Your Honor looks at

17 the proposed form of order, you will see that it is totally

18 encompasses all the things for their engagement, the scope of

19 their engagement, the terms of their engagement, meaning how

20 much they can charge and so forth like that.

21 So I wanted just to say, because I don't -- I'm

22 concerned about some sort of precedent getting set that now all

23 law firms have to file their engagement letters. And it's not

24 a requirement. And I think that we appropriately, at least we

25 hope, addressed it with Court that -- that the order contains




1 the -- all the provisions relating hereto.

2 Secondly, with regard to this notion that if the Court

3 ultimately dismisses the case then it -- then Your Honor should

4 not enter this order approving the retention now because that's

5 some sort of a -- that will create a problem later on. Your

6 Honor, first of all, the law and the precedent in this

7 district, especially relating to nunc pro tunc, is that you got

8 to get retained. We don't have any volunteering for law --

9 legal services. There's a big difference between getting

10 retained and getting paid. And that's not what the Court is

11 being asked to do today. The Court is being asked to approve a

12 retention agreement not payment. So I just think that that

13 is -- that is somewhat of a misplaced position because that's

14 really not what's going on here. And the Court -- it is our

15 view that the Court doesn't delay on approving retentions for

16 that. That's number two.

17 Number three, with regard to the retainer that's being

18 held. As Your Honor noted earlier on, there's been absolute

19 full disclosure as to the retainer, who paid it, and so forth.

20 And we don't -- as far as we're concerned, the order also will

21 provide that we don't have a situation of an evergreen

22 retainer, all the things that would come up with respect to a

23 retainer. Again, Your Honor's not -- there's no fee

24 application before the Court. Nothing's being -- no asset that

25 could potentially not be under the control of these debtors, if




1 Your Honor were to at some point in time dismiss the case, is

2 being released to anyone at this point.

3 So I just think that the retainer issue is another --

4 there's nothing more for Your Honor to find out. There's no

5 further information here that's out there that no one has

6 explored with respect to the retainer. It's all there, the

7 amount of money that's been paid. They even state in their

8 supplemental declaration what services were provided, for

9 which -- at which points in time and with respect to the

10 retainer and why their payments were made for whatever purposes

11 in the ninety days prior.

12 And lastly, with respect to actions that are being

13 taken in this matter. And I just don't that's really kind of

14 an issue for the retention issue that Mr. Kleinman raised about

15 that they're stopping the vendors from making these payments

16 and so forth. I just want the Court to know that we also

17 explored this vendor issue, because one of the problems that

18 the debtors here, in light of the circumstances, are

19 experiencing is they're having difficulty getting information.

20 Right? Your Honor knows that there has been a temporary

21 manager in place. The debtors are -- don't have the ability to

22 get information regarding the operations and so forth like

23 that. Again, issues for the motion to dismiss and a later time

24 not for retention.

25 But to the extent there are issues relating to actions




1 being taken by Centerra, then I think that the Kyrgyz Republic

2 should be dealing with Centerra and Centerra's counsel with

3 respect to that. It's been made absolutely clear here that S &

4 C is not representing Centerra in connection with these cases.

5 Period. Full stop.

6 So I don't even see the relevance of that as part of

7 this retention. And I'm somewhat troubled, because I totally

8 understood Your Honor's question. And with respect to the

9 conflicts and it's extremely -- we're all trying to grapple

10 with the same questions because there are multiple hats and so

11 forth. But a debtor has great latitude on their choice of

12 counsel. I mean, that is just flat black-letter law. And that

13 we've spent almost an hour and a half going over all the things

14 that have been disclosed in -- almost entirely in the

15 supplemental declaration and so forth. At some point, debtor

16 has to be free to be able to retain their counsel.

17 And I just want to let the Court know that this has

18 not been an easy process because of the -- the facts here. But

19 the U.S. Trustee could not be more satisfied with the responses

20 from Young Conaway, from Sullivan & Cromwell, which I can tell

21 you, Judge, there's been many, many, many conferences back and

22 forth, drafts and so forth, because there are so many concerns

23 and issues.

24 So I think that from our perspective, with the comment

25 by the Court in terms of the change in the order that will make




1 it absolutely clear that the scope of services being provided

2 and then whatever language Mr. Bromley proposes and the Court

3 accepts or changes with respect to a potential settlement

4 discussions in arbitration that can happen, which is what Your

5 Honor was saying in terms of the scope and not having the

6 conflicts. And the issue with the intercompany claims also

7 being set forth clearly so that in the Young Conaway order it

8 makes it clear they're handling all of that and -- so that's

9 why we require that the services actually be set forth in the

10 order so that there's no question as to who's being retained to

11 do what, similarly who gets paid to do what. So when we get

12 the fee applications later on, it's also clear who was

13 providing which services. And I think we've addressed all of

14 those issues today. And I don't think it would be proper to

15 delay a retention when it's just contrary to the law in our

16 district, it well-settled that we don't have volunteers. We've

17 spent a great deal of time. Your Honor actually agreed to the

18 adjournment to permit us with additional time to discover all

19 of that information and to have it put before the Court.

20 THE COURT: Thank you, Ms. Schwartz. I appreciate

21 that.

22 MS. SCHWARTZ: Thank you.

23 THE COURT: All right. Mr. Bromley, do you want to

24 say anything else before I go ahead and rule?

25 MR. BROMLEY: Your Honor, I feel comfortable that




1 we've said everything that we -- that we'd like to say today.

2 So we're comfortable hearing Your Honor's ruling.

3 THE COURT: Okay.

4 So I'm going to go ahead and overrule the objection

5 with the changes that we've discussed that have to be made to

6 the making it clear.

7 And Ms. Schwartz suggesting Young Conaway's order, I'm

8 fine with that, that the scope of services that are going to be

9 provided with respect to intercompany claims that exist either

10 now, including the loan, or arise in the future, including any

11 DIP financing, are all going to be handled by Young Conaway.

12 I am also comfortable with the discussion that I had

13 with Mr. Bromley about the change -- about some additional

14 language that will be -- need to be added to his order relating

15 to the scope of the arbitration representation should a

16 conflict arise in the context of settlement, while we're in

17 Chapter 11, and then how that will be handled so that we do not

18 have a situation come up with that if miraculously it happens

19 while it's in Chapter 11, who knows.

20 And with that, I'm comfortable overruling the

21 objection. I think for the reasons that Ms. Schwartz

22 identified, which is correct, it's not always required that

23 there be an engagement letter attached. I think firms do

24 differ from that. I will say our firm generally does do -- you

25 know that I used to be affiliated with did it, but it's not




1 always required. I do think that the order does limit the

2 scope of services. I agree with Ms. Schwartz that that's the

3 reason that they get identified and spelled out. And there

4 were a lot of changes in the orders that relate to that which

5 were helpful. I just note.

6 So I feel that it's not a requirement that Mr. Bromley

7 go ahead and file his engagement letter with the Court. I'm

8 satisfied with the declarations that were filed. There has

9 been sufficient disclosure about the retainer, about who paid

10 the retainer, and whether or not the retainer's possibly

11 preferential, and also that Centerra won't be filing a claim in

12 this proceeding relating to that. Obviously, if this case is

13 ultimately dismissed, what happens with that I don't have any

14 say on. All I have a say on is what happens here now. So I'm

15 satisfied with that for this purpose.

16 Also satisfied that my concerns about both potential

17 conflicts relating to claims and loan issues and DIP issues

18 will be addressed, the way we've just discussed, and also my

19 concern about the arbitration.

20 I feel that obviously both sides, I think, have

21 obviously a lot of dispute about what's going on in this case.

22 But I think what's going to happen here is Mr. Bromley will be

23 retained, his firm will be retained here. I'm going to be

24 approving his retention. And obviously there's a retainer that

25 was paid for by the shareholder.




1 And I also note for Mr. Kleinman that to the extent

2 that there's issues that the shareholder's been doing something

3 wrong, the shareholder can be sued a lot of places, even here

4 potentially if that's what you wanted to do because you think

5 they're doing something wrong and you think that there should

6 be a basis for some dispute. That's something that's different

7 for here. It's not an issue about this retention. I don't see

8 what it has to do with 327, 330, and the issues that I have to

9 deal with now. I agree with Ms. Schwartz that that's not the

10 subject for today's purposes.

11 The issue you raise about compensation I think is

12 something we should talk about in connection with the motion

13 for the interim compensation. But I also agree with Ms.

14 Schwartz that it doesn't have anything to do my granting a

15 retention application today. So I'm going to go ahead and

16 overrule the objection for those reasons. I'm going to go

17 ahead and approve the retention with the changes that we

18 discussed in the orders.

19 And I think that we can talk about Young Conaway's

20 application next if Mr. Bromley doesn't mind my going out of

21 order a bit. Because I think we've addressed my issues with

22 respect to Young Conaway's application as well.

23 And I'll guess I'll just have to ask, is there

24 anything else that we want to discuss about Young Conaway's

25 application because Young Conaway's application will have those




1 changes.

2 I guess, Mr. Kleinman, I'm -- because I'm going to

3 approve Mr. Bromley in this role, in 327(a), and I am aware of

4 what Young Conaway's application is. I've played Young

5 Conaway's role before, before I was on the bench. Sometimes

6 there are cases where are there are potential conflicts. And

7 it's always a judgment call on the judge's part about whether

8 the conflicts swallow the hole. That's the way I look at it.

9 And I've been even conflicts counsel in a case that was far

10 more past that line than I think this case is.

11 No offense, Ms. Schwartz, it got past your office.

12 And when I did, I was there, and I understand the

13 issue. And I am mindful of it.

14 But I don't see that here, based on the fact that

15 Young -- so I don't see the need to have Young Conaway take

16 over the entire role here. That's why I'm granting the

17 application for Sullivan & Cromwell's retention. And I think

18 Young Conaway's additional disclosures, including their

19 engagement letter, including the changes we've just talked in

20 the order resolve any issues I would have about the roles that

21 the parties are playing and the clear nature of it.

22 So unless you have something else you want to raise

23 with respect to Young Conaway's retention, I suggest we just --

24 I rule on that and we move on.

25 MR. BROMLEY: Your Honor, this doesn't have to do with




1 Young Conaway. It's just a clarification as we're discussing

2 the order.

3 Let me first start by saying I commend Mrs. -- Ms.

4 Schwartz in her argument. I hope that next time we are

5 debtors' counsel in this case we get the support, the same type

6 of support, and no issues with our engagement letter.

7 But beyond that, I think it's necessary in the order,

8 since we don't have the engagement letter, that it say

9 something like notwithstanding anything to the contrary in the

10 engagement letter or otherwise. I think that's a fair -- I

11 think that's what we're saying, but I think it needs to be

12 said. And with respect to -- I think it does need to say

13 something as it was -- it was in the declaration, but I think

14 it should saying something to the effect of nothing -- Centerra

15 will not be -- or the Sullivan & Cromwell firm will not be used

16 by Centerra for anything to do with the bankruptcy cases or the

17 debtors' assets or something like that. Because that wasn't

18 entirely clear in the actual order. And if there is a dispute

19 on this at a later date, we're all going to look at the order

20 and say, well, it's not in the order, it's in the order. So I

21 think --

22 THE COURT: Well, I think we've already talked about

23 the arbitration role that they're going to pay and --

24 MR. BROMLEY: Oh, yeah.

25 THE COURT: -- that arguably can be part of the




1 debtors' cases. So I think what you're suggesting is a little

2 too broad myself. But I think if you're asking if there's an

3 issue with respect to where a conflict arises that they're not

4 going to represent Centerra in connection with matters relating

5 to the Chapter 11 cases other than the arbitration. I think

6 that's really what you're saying.

7 MR. BROMLEY: Yes, Your Honor.

8 THE COURT: I think that might be --

9 MR. BROMLEY: Yes, that's --

10 THE COURT: That might be --

11 MR. BROMLEY: Right.

12 THE COURT: That might be reasonable as a

13 clarification. I think it's already, as Ms. Schwartz said,

14 clear from the way that it's been disclosed what will happen.

15 And I think the arbitration, the services that are

16 provided here are clear that Sullivan & Cromwell will be

17 representing them in connection with the arbitration

18 proceeding. It's set forth in the services that Ms. Schwartz

19 had required them to identify. So I think that's already

20 clear, but I think that perhaps that's a reasonable statement,

21 that they won't represents Centerra in matters relating to the

22 Chapter 11 cases other than the arbitration. And I don't think

23 that is a problem, because I don't understand Mr. Bromley to be

24 doing that.

25 MR. KLEINMAN: Oh, that's great, Your Honor. And the




1 last question or clarification for purposes of the order is we

2 still don't know who's paying go-forward fees and expenses --

3 THE COURT: Like I said --

4 MR. KLEINMAN: And that's --

5 THE COURT: -- we're going to have to discuss that --

6 MR. KLEINMAN: Okay.

7 THE COURT: -- in the context of the motion. I don't

8 think that's the issue in connection with Mr. Bromley's

9 retention, or for that matter, Young Conaway's retention or

10 Stretto's retention. So I think I'd like to just try to get

11 through those.

12 I'm going to apologize to all of you, because I guess

13 we're going to see where we end up, but at 12:30,

14 unfortunately, I have a hard stop today for a few hours. So if

15 we're not done, and we haven't gotten to that status conference

16 by the time, we may have to pick another time to pick up with

17 that, either later today or some other day that works for you

18 all. I know that's the last item on the agenda, so I'm trying

19 to make sure we get through everything else today, so before me

20 for certain this morning or early afternoon. I'm sorry about

21 that.

22 So I guess, Mr. Bromley, do you have any objection to

23 what I just suggested, because I think you're not doing it

24 other than representing Centerra in the arbitration?

25 MR. BROMLEY: We're happy to suggest the language, and




1 we'll send it around so folks have a chance to look at it.

2 THE COURT: Okay.

3 MR. BROMLEY: I think we already addressed it in my

4 declaration, and we might just use that language as a starting

5 point. But we will circulate it.

6 THE COURT: Okay. That's fine.

7 MR. BROMLEY: And just so Mr. Kleinman knows, our

8 intention is to make his client pay for absolutely everything.

9 THE COURT: Yes. Some years from now, at the rate

10 we're going. But anyway, I get that.

11 MR. BROMLEY: At the end of the day.

12 THE COURT: Okay. All right. So I think that solves

13 Mr. Bromley's order.

14 I think, unless you tell me otherwise, hopefully we're

15 done with Young Conaway's order as well.

16 MR. KLEINMAN: Yes, Your Honor.

17 THE COURT: And their retention application --

18 MR. KLEINMAN: Yes. Yes, Your Honor.

19 THE COURT: Okay, good. And then with respect to

20 Stretto's application and order, I did not have any comments

21 whatsoever on their order or their application. As Ms.

22 Schwartz noted, they filed supplemental disclosure relating to

23 things that she and I had raised. They have obviously already

24 carved out things in their order that were issues in their

25 engagement letter, which was filed. So I'm going to assume you




1 also don't have any objections to their form of order.

2 MR. KLEINMAN: No. And we didn't raise any, Your

3 Honor.

4 THE COURT: Okay. Fine. So I'm going to go ahead.

5 So I'm going to go ahead. With the changes we've discussed

6 with Young Conaway's order, I'm going to go ahead and approve

7 their retention. And I'm also going to go ahead and approve

8 Stretto's retention in the form of order that's been already

9 provided with all the changes that Ms. Schwartz had requested.

10 So I think that takes us up to the motion now on the

11 interim compensation. And I think the only issue is the issue

12 that you've raised, Mr. Kleinman, already, with respect to

13 that, because I don't think there's much about the actual

14 mechanics of the interim compensation order that you have

15 issues with, unless I'm reading that wrong.

16 MR. KLEINMAN: No, I'm shaking my head. Sorry. I

17 sometimes forget we're not in actual court, and you can't see

18 that. But no, we had no issue with the mechanics. It's the --

19 THE COURT: Okay.

20 MR. KLEINMAN: -- payment issue.

21 THE COURT: So the way that I read that motion is

22 their interim compensation procedures, they are asking us to

23 provide for people filing interim monthlies and being allowed

24 to be paid. How they're going to be paid is a good question.

25 I mean, the company has, as you've noted, and I'm just going by




1 your statement, 50,000 dollars in its bank account.

2 So obviously Mr. Bromley has a large retainer, and his

3 fees, presumably, would be paid by offsetting the retainer

4 against his fees. So I think that answers your questions on

5 how he's going to be paid.

6 Not so sure about everybody else, though. And I guess

7 the question for that would be, if there's not a retainer that

8 offsets the parties' fees, then we're going to have an issue

9 where we have administrative expenses that'll be accumulating

10 that can't be paid. And I guess there'll be an issue about

11 whether someone will be seeking to provide financing ultimately

12 to these debtors. Hasn't been asked for it by me, and

13 hopefully we're going to get through the abstention dismissal

14 issue before we get there. But that's another source,

15 potentially, down the line, if that exists.

16 And I guess that's all I know about it, so I'll let

17 Mr. Bromley address anything I've missed there.

18 MR. BROMLEY: Your Honor, we --

19 THE COURT: Mr. Bromley?

20 MR. BROMLEY: Yes. Sorry, Your Honor. The debtors

21 have been talking about the possibility of obtaining a nominal

22 amount of debtor-in-possession financing to assist in

23 connection with the satisfaction of administrative expenses.

24 Clearly Sullivan & Cromwell has a retainer and would apply the

25 retainer to any fees and expenses as per the Southern District




1 rules, so that that is taken care of.

2 We are not seeking through the interim compensation

3 motion any kind of veiled post-petition financing or permission

4 to pay in other ways. So this is entirely contingent on there

5 being funds sufficient to pay, and the professionals are aware

6 of that.

7 There are some other potential odds and ends that are

8 in terms of assets that exist outside of the Kyrgyz Republic

9 that the debtors are working to recover, which may provide

10 additional financing or funds that would be available to pay

11 for administrative expenses. But right now, we basically are

12 from an administrative expense perspective. It's primarily

13 just the professionals. It's not as if there's an office with

14 other expenses that are accruing.

15 And then with respect to the interim compensation

16 motion itself, Your Honor, aside from the payment issues we

17 have had substantial conversations with the Office of the U.S.

18 Trustee and Ms. Schwartz and her team, and we have incorporated

19 all of their requested modifications in the order.

20 In particular, the two things that I would raise as

21 somewhat unique here -- maybe not unique, but worth noting.

22 Let's put it that way. The first is that there will not be any

23 twenty percent holdback paid until approval of final fee

24 application. So this is not -- the twenty percent holdback is

25 out there and will remain out there until final fee




1 applications.

2 The other issue, Your Honor, is that we have

3 requested, in our conversations with the U.S. Trustee,

4 consideration of the ability to file fee applications with the

5 names of our lawyers other than myself being in a formula that

6 would not disclose the actual names of the individuals but

7 would provide other relevant information with respect to their

8 seniority and practice area. And the reason we have asked for

9 this accommodation is because of the history of the Kyrgyz

10 government going looking for, one, injunctions against Sullivan

11 & Cromwell, in particular, performing its services to the

12 debtors, as well as its history of seeking Red Notices in

13 respective individuals.

14 So we believe that the information that will be

15 provided in the fee applications will be entirely sufficient to

16 determine whether or not the fees and expenses being requested

17 are reasonable and appropriate under the circumstances, but we

18 felt that it was a prudent and necessary accommodation in light

19 of the particular risks that are presented in this situation.

20 THE COURT: Understood. Unusual circumstances, but I

21 understand.

22 MS. SCHWARTZ: Your Honor?

23 THE COURT: Yes.

24 MS. SCHWARTZ: Andrea Schwartz, On the monthly comp

25 interim order, I just want to let the Court know a couple of




1 things. One, that the monthly comp order, with the exception

2 of very limited changes, follows the Southern District

3 Bankruptcy Court's form order. That's the first thing that we

4 review with the debtors' counsel with respect to that.

5 With respect to the proposed limited redaction, we

6 felt that the motion and the declaration submitting the facts

7 regarding the Red Notice issue and those other issues that the

8 Court is aware of satisfied the Bankruptcy Code's requirement

9 for the ability to redact just the names of the professionals

10 at the law firms, and all of the other information that is

11 traditionally provided in all fee applications, including the

12 year of admission, the rate, the service, all that stuff is

13 unredacted on the docket. The only thing is the actual name of

14 the professional, and that will be listed as partner one,

15 partner two, partner three, so that one can determine the

16 reasonableness of a rate charge based on the title of the

17 professional as well as the years of experience and what's

18 being done. So I just wanted the Court to be aware of that

19 and.

20 And Just thinking for a quick second, because I'm

21 trying to remember everything that Mr. -- oh, I know. Your

22 Honor, with respect to -- I'm not sure if Mr. Bromley might

23 have just misspoken, but the twenty percent holdback is for the

24 interim comp, not necessarily to the end of the case. Usually,

25 the U.S. Trustee's position is that there be the twenty percent




1 holdback for the first interim application on the quarter.

2 Assuming we're going forward in the Chapter 11 and all the

3 other issues are resolved, the twenty percent holdback, we

4 recommend that that be in place for the first interim fee app,

5 and generally our position remains that until a disclosure

6 statement is filed, but that will be at the Court's discretion.

7 The original order had provided that they would just

8 get the twenty percent when they made that application, and

9 although that's the procedure in other districts, it's not the

10 procedure in the Southern District of New York. So we just

11 wanted to make sure that that was in accordance with our

12 court's procedures.

13 THE COURT: Thank you, Ms. Schwartz.

14 All right. Mr. Kleinman, I don't know what else you

15 wanted to tell me about.

16 MR. KLEINMAN: No, no. I have nothing further, Your

17 Honor. Thank you very much.

18 THE COURT: Okay. All right. So I'm going to -- Mr.

19 Kleinman, I'm going to go ahead and overrule the objection to

20 this as well. I think the issue is just going to be how these

21 fees and expenses will be paid. I think what this does mean is

22 obviously the estate can be incurring costs of administration,

23 which I'm aware of, obviously, here, and where those sources

24 are going to come from right now is not clear as to whether

25 it's going to be -- aside from Mr. Bromley's retainer -- where




1 it's going to be, where people will be paid from. But that's

2 obviously a risk, as well, that the professionals are taking

3 too in this case.

4 And while I am mindful of not wanting to allow

5 administrative expenses to incur and not therefore be able to

6 be paid, I think this is a procedure. There are possibilities

7 of other sources of payment. As you've noted yourself,

8 Centerra could decide it's just going to keep gifting money.

9 That could happen too. Hasn't happened again, but could

10 happen.

11 So I think, for right now, I'm going to go ahead, and

12 I'm going to approve the procedures. Obviously, once we have

13 fee applications before me, the issue of whether they can be

14 paid, how they can be paid, or if a DIP loan is provided -- a

15 motion is provided before me -- again, hopefully not before we

16 have the dismissal extension motion, but I guess we'll be

17 talking about that and whether or not there's other sources

18 that Mr. Bromley's able to find and collect. I mean, those are

19 things that are yet to happen.

20 So I'm going to go ahead and approve the interim --

21 I'll grant the interim motion with the changes that we've

22 discussed.

23 MR. KLEINMAN: Thank you, Your Honor.

24 THE COURT: Okay. All right. Mr. Bromley, I think

25 this takes us to the status conference with Mr. Kleinman and




1 you and Mr. Mintz on Mr. Mintz and Mr. Kleinman's motion, which

2 obviously I've read the motion, the declarations now again,

3 without having to read them all and then try to read that

4 motion in an hour even, like I did before that last hearing,

5 but at least to have some more time. And I understand, of

6 course, there'll be discussion about timing and discovery.

7 So maybe you all can bring me up to date on what your

8 discussions have been and what you're thinking of. My sense is

9 that -- from the declarations that have been submitted -- that

10 right now, aside from rebuttal witnesses, Mr. Kleinman and Mr.

11 Mintz have put forth two witnesses that they're in support,

12 with their declarations being, pursuant to my rules, their

13 direct testimony. And I don't know what else is going to

14 happen in response or process here. So I guess I'll turn the

15 floor over to you all.

16 MR. BROMLEY: Thank you very much, Your Honor. So

17 contrary to much of our behavior in front of you, we actually

18 did have a cordial phone call yesterday, and we are -- I think

19 it's agreed that we're not going to need to go forward on

20 August 17th. We had presented to the Kyrgyz government a

21 proposed scheduling, not an order, but a schedule that would

22 lead us out from where we are right now to a hearing that was

23 around the 15th of November. And in conversations the Kyrgyz

24 government came back to us with a proposal that would lead us

25 to the end of October. I think that we are close to an




1 agreement on a schedule that fits into that time frame. We

2 have not yet sat down and gone through that.

3 Mr. Mintz, obviously, is dealing with a substantial

4 time difference, and Mr. Kleinman with their clients, and we

5 only heard back just an hour or so before the hearing began

6 today.

7 But just in very general framework, Your Honor, from

8 the debtors' perspective, in addition to the two witnesses that

9 have submitted declarations, we would expect to ask for

10 discovery with a handful of additional depositions, so we would

11 take the depositions of the two people that have submitted

12 declarations. And when I say a handful, we haven't yet pinned

13 that down, but we're thinking it's, like, two, three, four,

14 something along that size of numbers, without it being written

15 in stone.

16 And then, so we see this proceeding in two phases,

17 traditional fact discovery and then expert discovery. The

18 Kyrgyz government has been able to identify and present an

19 expert on Kyrgyz law. We are continuing our efforts with

20 respect to that. We have raised this in a couple of prior

21 hearings. It has been, and continues to be, exceedingly

22 difficult for us to find someone who is both qualified and

23 willing to act in that role. The Kyrgyz population is not very

24 large. It doesn't have a substantial legal system the way that

25 we do. And so the number of lawyers is limited to begin with.




1 And then with respect to the actions that have been

2 taken vis-a-vis the mine and the laws that have been enacted,

3 purportedly in connection therewith, have made it difficult, if

4 not impossible, for us to find an expert. But we are still

5 working on it. And as we've told Mr. Mintz and Mr. Kleinman,

6 if it turns out that we are indeed unable to find an expert,

7 then we would move the Court to disregard their expert, because

8 we should not be in a position of inequality in terms of trying

9 to argue against the negative. We are doing our best, however,

10 to try to track down someone who is outside of the Kyrgyz

11 Republic who is willing to take the risks that they may have in

12 respect to that. And as soon as we have that information, we

13 will share it with Mr. Mintz and Mr. Kleinman.

14 So what I would suggest, Your Honor, that's just as a

15 general framework. What I would suggest is that we come back

16 to you with a consensual scheduling order that lists out the

17 dates, and obviously it would be subject to Your Honor's

18 availability, so it would be submitted to you more as a

19 suggestion, and let us know if X date works or Y date works.

20 But that's, I think, how we would propose to proceed at this

21 point.

22 I'll defer to Mr. Mintz or Mr. Kleinman for their

23 comments on this.

24 MR. MINTZ: Your Honor, I think that accurately

25 described the state of our discussions. At this point we've




1 kind of agreed on the ultimate timeline of when we would have a

2 hearing, of course subject to Your Honor's availability. And

3 we need to do a little more work to flesh out the details of

4 the fact and expert discovery deadline leading up to that

5 point. Mr. Bromley had made some proposals already in that

6 regard with a little longer time frame, so I think we have a

7 kind of, a starting point that should make it not that

8 difficult to get to a resolution on those kinds of issues.

9 And to be clear, we're talking today just about the

10 process. As I think Mr. Bromley would recognize, neither side

11 is making any concessions with respect to the depositions that

12 they might seek and relevance and scope and all those kinds of

13 issues that'll be the subject of discussion between the

14 parties.

15 And we certainly appreciate that Mr. Bromley is

16 focused on limited discovery, but whether he's going to places

17 we're not comfortable with, and we think is beyond the scope of

18 the motion to dismiss, is a subject for later discussion at a

19 later date, and we're not making any concessions in that

20 regard.

21 We're also contemplating a protective order and

22 confidentiality stipulation that the parties would agree upon.

23 And I know Ms. Schwartz wants to be privy to that as well. So

24 we will be mindful of that, and that will govern the production

25 of documents, and that will be relevant to this dispute.




1 THE COURT: Okay. I mean, I think, obviously, if you

2 all can come up with a scheduling order, that's the best way of

3 dealing with this. If you can't, we can obviously have another

4 conference to talk about issues. If you're close, but can't

5 get there, that's also fine, as you know.

6 Just for whatever it's worth, generally, the second

7 half of October is fine on my calendar. I have a handful of

8 days that doesn't work for me, but largely I'm good right now.

9 In November, I will just warn you, I have one week

10 that's just completely terrible for me. And it's not a week

11 you would think, but it's the week of the 8th, because we have

12 a federal judicial conference I have to go to in DC for a

13 number of days, and then I have something else I'm doing at the

14 end of it, because it's also Veterans Day, and our Court's

15 closed and some other stuff. So that's just not a great week

16 for me.

17 And then I have a few days after that. And then when

18 we get later into November, also my nephew's getting married,

19 so I have to go to Savannah, unless things change in this

20 world. Who knows? So I guess that's it.

21 So we'll have to try to figure out how many days we

22 think we need for trial and what we need, and we can figure

23 that out at the time. But I do have a fair amount of time in

24 that time frame, so that should be okay.

25 One thing I will just say is we have some restrictions




1 right now, and I don't know what the world is going to be like

2 by the time we get to October or November. And I hope it's not

3 more constrained than it is now, but it might be. And so I'm

4 just making you all aware of this.

5 I'm supposed to actually have my first in-person

6 evidentiary hearing September 14th, and my fingers are crossed

7 that it actually happens in person. The rules right now as to

8 what I can do in person in my court, and I say it that way for

9 a reason. It limits me to, in total, including me, my law

10 clerks, the ECRO person, like, thirty-five people maximum,

11 despite my courtroom holding a lot more than that.

12 So a case like this that has so much interest, it

13 would be difficult to do that that way unless we really limited

14 it to a small number of people that could actually be -- like,

15 I think I'm actually only allowed, for example, to have two

16 lawyers on each side; some rules like that too.

17 So when we get down to scheduling, we should discuss

18 that, because if I'm still allowed to have in-person, you all

19 will have to figure out if you want a hybrid, because that's

20 the only way I could see this happening, where some people are

21 in person and everyone else is not, or if you want a completely

22 Zoom hearing. So you all --

23 If, assuming again, I'm still allowed to have in

24 person by that point, that the world hasn't changed again, and

25 I can't do it. So I just built that for you.




1 MR. MINTZ: I was just going to say, Your Honor, with

2 respect to our declarants, given their location, we would

3 presumably like them to participate by Zoom, even if we're

4 doing some partial in-person, just based on their location.

5 THE COURT: It's your motion, so if you --

6 MR. MINTZ: Yes.

7 THE COURT: -- want the whole thing by Zoom, I'm okay

8 with that too. I'm just letting you know the options for you

9 is not -- I think it's something you and Mr. Bromley should

10 discuss.

11 MR. MINTZ: Yes.

12 THE COURT: And I don't think it's something I should

13 decide. But I want you to understand, we've got a lot of,

14 really, restrictions. Like the hearings I'm actually scheduled

15 to have are cases that I wouldn't have a problem with thirty-

16 five people in my court, because it's just so few people. It's

17 like, maybe, two lawyers, max, on each side, and, like, three

18 witnesses in total. And so it's just not -- and maybe a

19 handful of people who would be there otherwise. So we're never

20 going to get up to thirty-five people in my court in some of

21 these other things that I have scheduled on my calendar in

22 September and October, for example.

23 But this case is not one that would be limited to

24 that, or could be limited to that, so just given all the

25 parties that even show up for hearings that don't really have a




1 major impact on a case. So I just think that's something to

2 think about.

3 And again, it's your motion. I will do what you want

4 to do. And if you want this to be all Zoom, that's fine, too.

5 But I just wanted to let you know that was possible at the

6 moment.

7 MR. MINTZ: I understand.

8 THE COURT: Whether by the time you all get a

9 scheduling order, we work out a scheduling order, whether I'll

10 still be able to schedule things, whether something will change

11 in the meantime, I don't know. But just wanted you to be aware

12 of that.

13 MR. MINTZ: We'll confer with Mr. Bromley on that, but

14 we appreciate understanding the possibilities. The other

15 complexity here is some of these witnesses will require

16 interpreters as well.

17 THE COURT: Yes.

18 MR. MINTZ: And that that's another logistic we'll

19 work out with Mr. Bromley.

20 THE COURT: Understood. That does not surprise me.

21 Okay. Is there anything else that we need to discuss

22 today about this case? I know we have more matters coming up,

23 I'm sure, but --

24 MR. BROMLEY: That's all the debtors have, Your Honor.

25 We very much appreciate your time and attention.




1 THE COURT: All right. So I think I'll need to see

2 revised orders for Young Conaway, and you, Mr. Bromley, that'll

3 have to -- your firm, that will have to be run by, as we

4 discussed, Ms. Schwartz and Mr. Kleinman, before they're

5 submitted to me.

6 But everybody else, Stretto's order and the motion's

7 order, you could submit to me, and we'll sign those and get

8 that done.

9 MR. BROMLEY: Will do.

10 THE COURT: All right. If there's not anything

11 further for today, I guess Court is adjourned, and have a nice

12 rest of the day.

13 IN UNISON: Thank you, Your Honor.

14 (Whereupon these proceedings were concluded)

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89

1

2 I N D E X

3 RULINGS: PAGE LINE

4 Young Conaway Stargatt & Taylor's 73 10

5 retention application is approved

6 Stretto's retention application is 73 11

7 approved

8 Interim motion establishing procedures 79 25

9 for monthly compensation of

10 professionals is granted

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90

1

2 C E R T I F I C A T I O N

3

4 I, Linda Ferrara, certify that the foregoing transcript is a

5 true and accurate record of the proceedings.

6

7

8

9 ________________________________________

10 Linda Ferrara (CET-656)

11 AAERT Certified Electronic Transcriber

12

13 eScribers

14 352 Seventh Ave., Suite #604


16

17 Date: July 30, 2021

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KUMTOR GOLD COMPANY CJSC Main Case No. 21-11051-lgb July 29, 2021

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abeyance (2) 18:23;19:23ability (9) 14:22;29:12; 32:13;37:20;39:15; 47:5;62:21;76:4; 77:9able (15) 11:17;14:2;20:18, 18;23:15;33:21; 35:11;52:2;53:5; 58:12;63:16;79:5, 18;81:18;87:10absent (1) 47:2absolute (1) 61:18absolutely (9) 12:22;21:6;22:7; 38:12;40:11;41:3; 63:3;64:1;72:8abstain (1) 44:22abstained (1) 43:18abstention (2) 42:23;74:13accepts (1) 64:3access (1) 32:25accommodate (1) 24:3accommodation (2) 76:9,18accomplish (1) 38:13accomplished (1) 21:21accordance (2) 6:18;78:11according (1) 24:8account (3) 35:8;59:25;74:1accruing (1) 75:14accumulate (1) 31:14accumulating (1) 74:9accurately (1) 82:24accusations (1) 28:3

Acevedo (1) 57:1act (2) 33:12;81:23acting (2) 21:10;56:1actions (5) 33:7;54:23;62:12, 25;82:1active (2) 30:1;54:7actual (6) 53:4;69:18;73:13, 17;76:6;77:13actually (23) 7:9;9:13,14;31:8; 43:5,14;44:1;48:12; 51:20,25;53:6;54:12, 19;55:21;59:13; 64:9,17;80:17;85:5, 7,14,15;86:14add (2) 47:2;56:20added (2) 40:13;65:14addition (2) 40:14;81:8additional (31) 6:16;7:10,20;8:4, 16;9:17,20;10:21; 12:10,22,23;13:10; 14:20;15:13,23;16:1, 2,8;23:2,3,10;31:14; 41:23;42:11;48:19; 58:11;64:18;65:13; 68:18;75:10;81:10address (10) 7:20;15:2,5,6,10; 58:25;59:7;60:2,14; 74:17addressed (8) 22:22;34:17; 56:21;60:25;64:13; 66:18;67:21;72:3addresses (1) 7:18addressing (1) 11:12adjourn (2) 13:23;14:13adjourned (1) 88:11adjournment (2) 22:24;64:18administration (1) 78:22administrative (5) 74:9,23;75:11,12; 79:5admission (2) 55:11;77:12admit (2) 9:12,22

admitted (2) 7:2;8:22admitting (1) 7:21advance (1) 7:7advanced (1) 21:4adverse (1) 26:20adversity (7) 25:18;27:6,10; 34:20,23;55:4,5advice (3) 28:8;30:11,19affiliated (1) 65:25afield (1) 50:6afternoon (1) 71:20again (41) 7:22;8:22;9:11,19; 12:6,11,15;15:10,15; 16:7,13;17:2;18:2; 20:25;25:13;27:16; 37:13,17;41:18; 43:23;44:12,17; 47:10,16;49:21;53:4, 12,21;56:2,16;58:4, 9,18;61:23;62:23; 79:9,15;80:2;85:23, 24;87:3against (13) 15:9;17:18;18:25; 26:5;27:3,4;37:16; 49:5;56:10,11;74:4; 76:10;82:9agenda (4) 6:18;17:4,5;71:18ago (3) 6:13;12:7,7agree (8) 16:18;40:7;42:15; 44:3;66:2;67:9,13; 83:22agreed (3) 64:17;80:19;83:1agreement (19) 17:21;18:3,8,16, 17,20;19:6,14,20; 22:19;25:1;37:17; 38:7;43:22;55:7,8,9; 61:12;81:1agreements (3) 18:9;30:15;34:10ahead (14) 16:15,24;64:24; 65:4;66:7;67:15,17; 73:4,5,6,7;78:19; 79:11,20air (1) 21:25

akin (1) 52:8alignment (1) 42:16allow (7) 8:22;14:25;15:25; 25:15,20;54:19;79:4allowed (4) 73:23;85:15,18,23allowing (1) 14:19almost (3) 49:13;63:13,14along (4) 20:14;45:1;60:11; 81:14alternate (1) 32:8although (2) 15:7;78:9always (8) 7:24;11:23;19:15; 40:19;47:21;65:22; 66:1;68:7amend (1) 8:5amended (2) 8:2,6Americas (1) 5:4among (1) 59:4amount (5) 15:13;21:17;62:7; 74:22;84:23amounts (5) 18:19,23;19:13; 20:24;21:8ample (1) 14:6ANDREA (4) 4:18;6:14;10:4; 76:24answered (3) 12:20;14:21,25anymore (1) 43:19apologies (2) 16:23;50:14apologize (4) 6:21;50:17,23; 71:12app (1) 78:4apparent (1) 35:25appearance (1) 18:1appearances (2) 6:3,16applicable (1) 60:7applicants (3)

7:9,17;12:17application (29) 7:19;9:1,9,9; 13:24;16:16,25; 22:13,16;49:15; 59:10,13,19;60:5,6; 61:24;67:15,20,22, 25,25;68:4,17;72:17, 20,21;75:24;78:1,8applications (10) 6:25;8:23;10:20; 59:12;64:12;76:1,4, 15;77:11;79:13apply (3) 48:16;57:21;74:24appreciate (13) 11:21;12:2,4; 16:17,20;41:19; 42:12;46:23;58:19; 64:20;83:15;87:14, 25appropriate (8) 11:11;13:22;31:4; 35:4,17;37:25;47:7; 76:17appropriately (1) 60:24approval (2) 49:6;75:23approvals (1) 57:2approve (9) 48:23;58:14; 61:11;67:17;68:3; 73:6,7;79:12,20approved (2) 35:5;57:3approving (3) 61:4,15;66:24arbitration (38) 17:16;18:1,2;19:3; 25:18,19,21,22,22; 27:1,18;41:8;42:14, 18,20;43:2,5,7,10; 46:8,13,16;48:7,12; 53:20,21,22,24; 54:19;64:4;65:15; 66:19;69:23;70:5,15, 17,22;71:24arbitrator (1) 42:24Archdiocese (1) 56:25area (3) 9:2;42:13;76:8areas (1) 59:23arguably (1) 69:25argue (3) 48:23;49:5;82:9arguing (2) 38:4;51:15

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(1) –- - arguing



argument (4) 54:1;55:7;58:5; 69:4arise (5) 39:4,7,14;65:10,16arises (6) 27:10;38:8;44:25; 45:2,21;70:3arising (1) 43:11ARNOLD (9) 4:2;6:11;17:14,24, 24;18:4,11;19:18; 28:4AroChem (1) 35:16around (4) 13:10;55:1;72:1; 80:23arrangement (1) 35:17arrangements (3) 8:5;26:1,13ascertain (1) 53:6aside (3) 75:16;78:25;80:10aspect (1) 56:17asserted (1) 15:15asset (1) 61:24assets (9) 17:19;19:19;21:9, 14;29:7;32:7;35:9; 69:17;75:8assist (1) 74:22assume (1) 72:25assuming (3) 36:6;78:2;85:23assumption (1) 36:7attached (5) 50:15;59:13;60:6, 14;65:23attempt (2) 20:17;37:14attention (3) 23:24;57:5;87:25attorney (1) 33:11Attorneys (2) 4:3;5:3August (1) 80:20authority (1) 50:3authorization (1) 52:16authorized (4)

19:5;34:1,2;52:11automatic (9) 20:11,15;25:20; 31:24;32:1,3,4,5,7avail (1) 51:8availability (2) 82:18;83:2available (2) 34:24;75:10Avenue (1) 5:4average (1) 56:3avoid (1) 15:17avoidable (2) 21:2;38:24aware (16) 25:11;37:9;56:24; 57:15,15,19;59:3,11; 60:12;68:3;75:5; 77:8,18;78:23;85:4; 87:11away (1) 27:11

B

back (18) 17:12;27:11,15; 36:25;37:1;40:20; 43:22;44:8;47:5; 48:20;52:14;53:10; 57:6;58:12;63:21; 80:24;81:5;82:15balance (1) 19:10bank (1) 74:1Bankruptcy (15) 20:20;27:7;37:13; 39:22;43:20;48:17; 52:12;54:4;56:9,11, 12;58:17;69:16; 77:3,8Barnes (1) 22:2based (4) 12:18;68:14; 77:16;86:4basically (2) 36:9;75:11basis (6) 24:3;25:25;26:1; 29:2;52:18;67:6bears (1) 49:11began (1) 81:5begin (1) 81:25behalf (8)

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49:8broad (1) 70:2broader (1) 49:24broadly (1) 22:11BROMLEY (77) 6:5,6,17,20;8:20; 9:4;12:16;13:7;14:1, 23;15:18,20;16:15, 21,23;17:1,2;36:11, 15,21;37:1,25;38:12, 18;40:6;42:15; 46:19,20;49:7; 50:22;52:5,22;53:11, 17,20;54:14;55:14; 56:22;57:3;58:2,20; 64:2,23,25;65:13; 66:6,22;67:20;68:3, 25;69:24;70:7,9,11, 23;71:22,25;72:3,7, 11;74:2,17,18,19,20; 77:22;79:24;80:16; 83:5,10,15;86:9; 87:13,19,24;88:2,9Bromley's (16) 9:9;16:11;49:12, 25;50:3;51:4;52:10, 17;53:25;55:6;58:6, 14;71:8;72:13; 78:25;79:18brought (2) 17:18;32:23bucket (2) 38:4;40:24buckets (1) 37:7built (1) 85:25burdens (1) 51:11business (3) 19:8;32:11,23businesses (1) 35:9buy (1) 31:15

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calendar (3) 22:12;84:7;86:21call (2) 68:7;80:18called (1) 15:15calling (1) 29:2came (3) 11:3;15:7;80:24can (29) 9:23;10:2;14:14;

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(2) argument - Centerra



20;36:9,12,24;37:2, 16;38:15;39:2;41:2, 5;42:18;44:2,4,12; 45:13;46:18;49:18; 50:25;51:7,19,20; 53:1,22,23;54:2,3,6, 17,24;56:6,8,10; 63:1,2,4;66:11; 69:14,16;70:4,21; 71:24;79:8Centerra's (4) 52:23,25;54:13; 63:2Cerino (1) 22:1certain (8) 13:8,8;28:13; 43:22;44:7;51:10; 59:17;71:20certainly (10) 8:20;11:25;12:24; 23:11,14;46:21; 47:11;49:6;51:12; 83:15challenge (1) 35:18chambers (6) 7:9,15,15;9:13,15; 24:5chambers' (1) 7:16chance (1) 72:1change (5) 57:22;63:25; 65:13;84:19;87:10changed (1) 85:24changes (12) 7:12;8:14;64:3; 65:5;66:4;67:17; 68:1,19;73:5,9;77:2; 79:21Chapter (20) 28:9;33:25;38:16; 39:19,21;41:6;43:16, 17,19;44:15,22; 45:21;46:5,6;51:9; 65:17,19;70:5,22; 78:2characterization (1) 47:25charge (3) 50:4;60:20;77:16check (2) 7:21;9:20checked (1) 9:14chessboard (1) 48:17chessboards (1) 48:3Chicago (1)

4:6chief (1) 33:8choice (2) 20:21;63:11chosen (3) 35:10;51:7,8chunk (2) 7:12;8:2circulate (1) 72:5circumstance (4) 40:5;44:12;45:7; 56:3circumstances (9) 34:19;43:4,23; 44:1,7;49:10;62:18; 76:17,20CJSC (1) 6:3claim (10) 15:9;18:24;19:1; 21:7;26:5;40:13; 56:6,8,10;66:11claims (12) 37:13,15,23;38:7; 39:6,7,17;41:16; 54:4;64:6;65:9; 66:17clarification (4) 14:2;69:1;70:13; 71:1clarifications (1) 8:8clarifying (1) 41:19clarity (1) 27:13classic (1) 59:23clean (1) 21:11clear (28) 7:23;8:11;10:15; 16:9;21:6;22:7; 26:19;34:8,19;35:15, 16,19;40:10;51:9; 54:25;59:24;63:3; 64:1,8,12;65:6; 68:21;69:18;70:14, 16,20;78:24;83:9clearer (1) 8:12clearly (4) 32:19;35:5;64:7; 74:24clerks (1) 85:10client (5) 13:21;20:8;54:24; 59:24;72:8clients (6) 19:18;20:5;22:4,4;

50:3;81:4close (2) 80:25;84:4closed (1) 84:15cloth (1) 26:12coal (1) 36:15co-counsel (3) 6:8;13:8;55:20Code (2) 27:7;59:14Code's (1) 77:8collect (2) 39:15;79:18collectability (1) 37:17combat (1) 20:8combination (1) 42:5comfortable (10) 41:21;44:10;45:6, 20;55:19;64:25; 65:2,12,20;83:17coming (3) 40:17;46:21;87:22commenced (1) 17:16commend (1) 69:3comment (1) 63:24commentary (1) 17:6comments (4) 17:5;40:7;72:20; 82:23committee (1) 11:25common (1) 11:9communicated (1) 28:13communicating (1) 31:25communication (2) 30:9,16comp (3) 76:24;77:1,24Company (4) 6:3;28:16,21; 73:25company's (1) 55:19compensation (10) 16:10;26:7;44:4; 67:11,13;73:11,14, 22;75:2,15competent (1) 35:7

complete (3) 26:25;34:6;42:16completely (11) 8:19;18:16;21:20; 34:4;38:24;39:12; 42:15;45:18;53:3; 84:10;85:21complexity (1) 87:15computer (1) 33:1computers (1) 32:24Conaway (22) 6:8;8:12;34:22; 35:2;38:1,11;39:3,9, 12,23;40:11;50:11; 55:15,16,19,21; 63:20;64:7;65:11; 68:15;69:1;88:2Conaway's (14) 37:9;50:13;65:7; 67:19,22,24,25;68:4, 5,18,23;71:9;72:15; 73:6concern (14) 7:24;8:1;12:24,25; 40:3,6;42:2,10;43:3; 46:8,19;47:10; 48:19;66:19concerned (4) 43:8;53:24;60:22; 61:20concerning (1) 13:2concerns (16) 9:3;10:19,20,24; 11:5,8;14:7,9;25:9, 10;34:12;37:6;40:4; 43:9;63:22;66:16concessions (2) 83:11,19concluded (1) 88:14confer (1) 87:13conference (6) 7:1;10:17;71:15; 79:25;84:4,12conferences (1) 63:21confidentiality (1) 83:22confirmed (1) 34:5conflict (27) 7:8;9:20;21:23,24, 25;22:8;25:17; 34:20,23;39:1,12,25; 42:17;43:11;44:13, 25;45:2,20;47:19,21; 48:18;54:25;55:12; 56:14,17;65:16;70:3

conflicts (19) 6:9;7:20,23;10:25; 27:6;35:7;37:6,10; 38:5,5;55:17,22,23; 63:9;64:6;66:17; 68:6,8,9conform (1) 45:13connection (16) 17:25;22:8;25:1; 36:18,22,24;38:16; 39:10;53:24;63:4; 67:12;70:4,17;71:8; 74:23;82:3connections (1) 10:25consensual (1) 82:16conserve (1) 26:23consider (2) 14:19;15:24consideration (1) 76:4considering (1) 8:23consistently (2) 19:12;34:15constant (1) 11:19constituted (1) 25:24constrained (1) 85:3consuming (1) 11:20contains (1) 60:25contemplating (1) 83:21context (6) 22:12;31:24; 39:14;45:21;65:16; 71:7contexts (1) 45:23contingent (1) 75:4continue (2) 20:14;23:14continued (1) 27:2continues (1) 81:21continuing (4) 32:6;55:14;56:17; 81:19contract (2) 29:11,13contractual (2) 26:1,13contrary (3) 64:15;69:9;80:17


(3) Centerra's - contrary



control (5) 28:23;29:6,20; 31:11;61:25conversation (1) 53:19conversations (7) 14:22;27:8;33:24, 25;75:17;76:3;80:23cordial (1) 80:18CORNELL (4) 4:17;6:15;8:4,10corrected (1) 57:4correctly (1) 52:5correspondence (1) 23:20costly (1) 45:5costs (1) 78:22Cotai (1) 35:16counsel (29) 6:3,9,16;10:18; 11:7,13,25;17:7; 20:21;25:14;33:11; 35:7,10,11;37:10,10; 45:3,18;55:18,18,22; 59:2,16;63:2,12,16; 68:9;69:5;77:4couple (5) 12:7;20:22;59:7; 76:25;81:20course (9) 19:7,8,17;20:25; 25:3;26:23;37:9; 80:6;83:2COURT (123) 6:2,16,25;7:4,13; 10:6;11:2,19,21; 12:4;14:17;16:21, 24;20:20;33:22; 36:5,13,17,22;37:3; 38:17,22;40:8,22,25; 41:2,4,7,12,15,18; 44:18;47:2,9;48:4; 49:23;50:1,2,12,15, 18,20;51:6,8;52:2; 54:20,20,20,22; 56:25;57:6,8,10,12, 15,17,19,21,25;58:2, 20,22;59:4,11,16; 60:8,25;61:2,10,11, 14,15,24;62:16; 63:17,25;64:2,19,20, 23;65:3;66:7;69:22, 25;70:8,10,12;71:3, 5,7;72:2,6,9,12,17, 19;73:4,17,19,21; 74:19;76:20,23,25; 77:8,18;78:13,18;

79:24;82:7;84:1; 85:8;86:5,7,12,16, 20;87:8,17,20;88:1, 10,11courtroom (1) 85:11courts (2) 48:17;57:20Court's (8) 40:13;59:15;60:7, 12;77:3;78:6,12; 84:14covered (3) 21:12;35:13;53:25COYLE (2) 6:7,8create (2) 21:23;61:5created (2) 26:4,12creates (1) 55:14creating (1) 54:18creation (1) 19:11credit (1) 34:10creditors (2) 12:1;26:17cried (1) 35:22Cromwell (41) 6:6;8:13;9:25; 11:17;13:23;14:13; 17:2,7,11,14;22:1, 14,16;27:2,11;28:6; 30:11,18,20;32:14; 33:14;34:25;35:1; 36:8,11;38:3;40:23; 41:25;44:24;45:23; 50:10,24;52:11; 53:23;54:2;56:23; 63:20;69:15;70:16; 74:24;76:11Cromwell's (6) 7:19;9:1,9;24:25; 51:4;68:17crossed (1) 85:6C's (3) 51:17;54:24;58:14custody (1) 31:11

D

damage (2) 31:8,9date (14) 25:9,11;28:13; 31:1;37:23;38:8; 57:6;58:3,13;69:19;

80:7;82:19,19;83:19dates (1) 82:17day (14) 9:19;12:12;13:10; 15:22;22:12;32:18; 55:25;56:1;58:14, 15;71:17;72:11; 84:14;88:12daylight (1) 46:14days (8) 12:7;25:23;26:12; 62:11;84:8,13,17,21day-to-day (2) 28:1;32:17DC (1) 84:12deadline (1) 83:4deal (10) 9:19;11:4;15:17; 17:9;36:4;39:17; 55:13;57:13;64:17; 67:9dealing (8) 9:2;33:13,14,16; 57:22;63:2;81:3; 84:3dealt (3) 20:10,11;38:3debt (6) 21:20;34:10,14, 14;55:11;56:11debtor (14) 22:6;26:22;29:9, 25;30:2,4;37:16; 38:2;41:2;44:5; 45:11;59:16;63:11, 15debtor-in-possession (1) 74:22debtors (78) 6:6,9;16:11;17:3, 7,12;18:25;20:20; 21:5,8,18;22:3,13, 20;25:14;26:4,5,9, 17,24;27:3,12,14; 28:2,25;29:1,4,12, 22,23;30:10,12,13, 19,23,25;31:2,2,3,5, 13;32:11,14;33:12; 34:2,3,14,21,24; 35:11;36:14;37:2; 39:3;42:17;44:2; 45:7,8;50:25;51:17, 18,19;52:7,10,20; 53:23;54:12,25; 55:11,20;56:22; 61:25;62:18,21; 74:12,20;75:9; 76:12;87:24debtors' (10)

6:25;7:17;54:9,10; 55:22;69:5,17;70:1; 77:4;81:8debtor's (3) 33:5,15;46:17decapitate (1) 33:3decapitation (1) 34:5decide (5) 30:22;48:11; 54:21;79:8;86:13decision (2) 45:17;46:7decisions (2) 45:11;57:19declarants (1) 86:2declaration (29) 8:24,25,25;9:18; 12:10;13:5,20,20; 15:4,14;16:7,12; 21:6;22:17,23; 32:18;38:14,20; 42:3;51:17;54:1; 55:25;56:1,7;62:8; 63:15;69:13;72:4; 77:6declarations (19) 6:24;7:10,18,19; 8:2;9:22;11:18; 13:16;24:2,10,20; 36:6;52:24;66:8; 80:2,9,12;81:9,12declared (1) 19:9defendant (2) 27:17,17defer (1) 82:22definitely (3) 9:16,18;40:14definition (1) 32:7delay (2) 61:15;64:15deliver (1) 29:24delivered (4) 29:10;31:1,10; 54:14delivery (1) 31:6demonstrated (1) 54:6DENNIS (1) 5:7deny (2) 20:20;44:21DEPARTMENT (1) 4:11depleted (1) 54:23

deposition (1) 25:7depositions (3) 81:10,11;83:11describe (2) 16:6;37:8described (1) 82:25Desjardins (2) 32:18;33:8despite (1) 85:11destroyed (1) 26:17details (1) 83:3determine (2) 76:16;77:15determined (1) 52:10differ (1) 65:24difference (3) 43:10;61:9;81:4different (8) 23:21,22;34:9; 45:3;48:2;56:3;57:4; 67:6difficult (4) 81:22;82:3;83:8; 85:13difficulty (1) 62:19dim (1) 19:20dime (1) 54:16DIP (7) 35:1;38:9;39:8; 40:23;65:11;66:17; 79:14direct (1) 80:13director (4) 17:18;33:10,21; 45:15disagree (1) 44:8disagreement (2) 23:21,22disclose (4) 16:8;51:13,14; 76:6disclosed (6) 7:23;8:15;36:7; 37:23;63:14;70:14disclosure (9) 8:16;16:3;41:20; 42:11;51:11;61:19; 66:9;72:22;78:5disclosures (6) 10:12,21,25; 12:23;41:24;68:18


(4) control - disclosures



discover (2) 58:11;64:18discovery (9) 14:3;20:2;22:11; 80:6;81:10,17,17; 83:4,16discrepancies (3) 13:19,25;58:12discrete (1) 50:8discretion (1) 78:6discuss (7) 7:1;13:14;67:24; 71:5;85:17;86:10; 87:21discussed (8) 11:4;13:2;65:5; 66:18;67:18;73:5; 79:22;88:4discussing (1) 69:1discussion (8) 9:23;45:4,25; 59:23;65:12;80:6; 83:13,18discussions (12) 43:14,17;44:17,22, 25;45:22;47:11,18, 20;64:4;80:8;82:25disgorge (1) 52:21dismiss (5) 44:21;52:20;62:1, 23;83:18dismissal (3) 42:23;74:13;79:16dismissed (5) 43:18;55:10;56:9, 14;66:13dismisses (2) 52:16;61:3dispute (4) 66:21;67:6;69:18; 83:25disqualifying (1) 34:4disregard (1) 82:7disruption (1) 16:22distant (2) 52:15;53:2district (5) 61:7;64:16;74:25; 77:2;78:10districts (1) 78:9divergence (1) 46:17dividend (2) 19:9,19dividends (2)

19:12,16DLA (1) 5:2docket (2) 9:14;77:13document (4) 14:3;18:12;20:3,5documents (5) 13:9;18:25;51:1; 53:5;83:25dog (1) 59:6dollar (4) 13:11;16:10;26:4, 5dollars (2) 21:19;74:1dollars' (2) 26:18;29:9done (12) 9:16;10:1;24:9; 27:8;34:4,21;49:18; 51:10;71:15;72:15; 77:18;88:8down (6) 47:15;74:15;81:2, 13;82:10;85:17downtown (1) 32:3dozens (1) 35:6draft (1) 13:15drafts (1) 63:22dual (1) 56:1due (11) 7:4;8:6,10;18:19, 20,23;19:14,14,22; 26:3;55:12during (4) 19:8;23:3;43:19; 46:5dust (1) 21:12duty (2) 45:12,13

E

earlier (3) 9:18;12:12;61:18early (1) 71:20easy (1) 63:18ECRO (1) 85:10effect (2) 33:2;69:14effectively (2) 25:15;26:6

effort (2) 11:14,20efforts (1) 81:19eighty-five (1) 13:11eighty-five-million-dollar (1)

55:5either (16) 7:13,14;25:10; 30:21;38:6;39:9,24; 40:25;41:2;43:22; 47:19;50:11,25; 57:21;65:9;71:17eliminate (2) 38:4;42:10eliminated (2) 19:10;26:6Ellis (1) 59:18else (15) 8:21;13:22;39:8; 51:2;64:24;67:24; 68:22;71:19;74:6; 78:14;80:13;84:13; 85:21;87:21;88:6else's (1) 47:24elsewhere (1) 48:5email (7) 23:7,18,20,23; 24:7,13;53:11enacted (1) 82:2encompasses (1) 60:18encumbered (1) 21:20end (11) 15:21;17:10;19:9; 39:20;45:15;47:2; 71:13;72:11;77:24; 80:25;84:14ends (1) 75:7enforce (1) 32:4engaged (1) 23:24engagement (31) 13:9;50:10;51:2,5, 14,25;59:8,9,13,15, 18,19;60:4,4,6,7,8, 10,14,15,18,19,19, 23;65:23;66:7; 68:19;69:6,8,10; 72:25enough (6) 21:14;31:23; 47:12;54:5;56:13,16ensure (1) 59:4

enter (2) 15:24;61:4entering (1) 14:19enterprise (1) 19:11enters (1) 52:2entire (1) 68:16entirely (6) 21:3;38:13;63:14; 69:18;75:4;76:15entirety (2) 19:10;35:8entities (1) 40:19entity (2) 17:15;49:21environment (1) 49:19equipment (2) 30:25;31:4especially (2) 42:2;61:7ESQ (4) 4:8,17,18;5:7essence (3) 38:15;39:15;48:2estate (5) 15:9;52:9;54:23; 59:22;78:22estates (2) 54:9,10ethical (1) 13:13Europe (1) 54:11even (18) 9:24,24;13:15; 15:7;32:5;40:18; 42:24;51:13,13; 54:18,18;62:7;63:6; 67:3;68:9;80:4;86:3, 25event (10) 18:18,18,21,22; 19:3,4,21,22;25:24; 27:9events (1) 37:18evergreen (1) 61:21everybody (3) 8:21;74:6;88:6everyone (1) 85:21everyone's (1) 44:18evidence (4) 7:2,22;8:22;50:1evidentiary (3) 25:9,10;85:6

ex (1) 14:23exactly (6) 20:6;24:18;25:9; 57:7,9,24example (13) 7:16;8:5,6,12; 9:16,17;38:9;55:4; 59:18;60:8,9;85:15; 86:22examples (1) 55:4exceedingly (1) 81:21excellent (2) 37:10,10exception (3) 38:19;41:8;77:1excess (1) 21:19exist (7) 14:7;35:13;36:7; 37:13;56:14;65:9; 75:8existed (3) 18:6;37:23;38:7existing (3) 17:17;39:6,6exists (1) 74:15expat (1) 32:21expect (1) 81:9expected (1) 25:3expense (1) 75:12expenses (9) 71:2;74:9,23,25; 75:11,14;76:16; 78:21;79:5experience (3) 10:11;37:9;77:17experiencing (1) 62:19expert (6) 81:17,19;82:4,6,7; 83:4explain (4) 10:2,3;11:5;50:3explained (1) 33:24explore (1) 58:10explored (2) 62:6,17expropriation (11) 18:18,21,22;19:2, 4,21;20:9,10;21:21; 25:24;33:3extension (1) 79:16


(5) discover - extension



extent (6) 24:17;34:22,25; 45:20;62:25;67:1external (6) 21:20;34:14; 49:18,20,22;54:8extraordinary (1) 21:19extremely (3) 9:5;10:13;63:9eyes (1) 20:19

F

fact (10) 21:16;26:2;33:18; 34:3;46:16;55:5; 57:5;68:14;81:17; 83:4facts (3) 10:9;63:18;77:6failed (1) 25:12failure (1) 31:3fair (3) 32:10;69:10;84:23fairly (2) 20:16;38:6far (10) 17:6;43:15;44:16; 50:6;54:5;55:24; 56:13,16;61:20;68:9fashion (3) 17:9;31:4;58:11federal (1) 84:12fee (9) 61:23;64:12; 75:23,25;76:4,15; 77:11;78:4;79:13feel (3) 64:25;66:6,20fees (14) 13:12;41:24;49:6; 51:18;52:21,23; 53:3;71:2;74:3,4,8, 25;76:16;78:21felt (6) 16:2;23:10;24:23; 50:6;76:18;77:6few (5) 8:20;15:3;71:14; 84:17;86:16fiduciary (3) 45:12,13;46:18figure (7) 9:6;14:14;30:7,8; 84:21,22;85:19file (10) 11:18;24:1;25:4; 50:4;56:8,8;59:17;

60:23;66:7;76:4filed (38) 6:24;7:10;8:6,15, 24,25;9:12,18;10:2; 12:11,12;13:6;14:5; 15:4;22:13,15,18,24; 23:9,25;24:9,10,14, 14,15;25:5;35:24; 36:6;50:13;52:4; 56:7;59:9,16,20; 66:8;72:22,25;78:6filing (6) 7:1;17:17;37:23; 59:8;66:11;73:23filings (4) 9:16;12:6,18; 50:16final (2) 75:23,25financing (7) 40:12,24;65:11; 74:11,22;75:3,10find (7) 9:4;16:14;62:4; 79:18;81:22;82:4,6fine (13) 36:22;37:4;40:21; 41:18;45:2;48:6,20; 65:8;72:6;73:4;84:5, 7;87:4finely (1) 36:18fingers (1) 85:6firm (16) 16:11;17:14,15, 19;21:15;22:1; 26:21;27:19;52:10, 17;55:14;58:6; 65:24;66:23;69:15; 88:3firms (5) 49:7;59:17;60:23; 65:23;77:10firm's (1) 49:6first (19) 13:21;17:11; 25:18;28:11;32:18; 34:10;36:5;41:13; 49:3,11;51:14;59:8; 61:6;69:3;75:22; 77:3;78:1,4;85:5fits (1) 81:1five (1) 86:16flat (2) 38:1;63:12flesh (1) 83:3floor (3) 6:19;49:1;80:15

focus (1) 17:6focused (1) 83:16focusing (1) 17:11folks (3) 17:10;32:21;72:1follows (1) 77:2follow-up (2) 15:8,11forget (1) 73:17form (7) 12:10;28:6;32:13; 60:17;73:1,8;77:3former (2) 17:18;33:9formula (1) 76:5forth (19) 10:10,16;16:12; 40:12,20,24;53:10; 60:20;61:19;62:16, 22;63:11,15,22,22; 64:7,9;70:18;80:11forward (8) 14:11;19:4;22:21; 25:21;35:25;53:1; 78:2;80:19found (5) 8:9,17;9:11;12:13; 15:3founded (1) 50:1four (4) 17:4;46:7;48:2; 81:13four- (1) 48:11frame (3) 81:1;83:6;84:24framed (1) 22:12framework (2) 81:7;82:15frankly (2) 14:15;27:22free (1) 63:16Friday (1) 13:6front (7) 42:21;46:24;48:4, 15;49:16;50:2;80:17full (4) 14:12;35:23; 61:19;63:5fully (1) 20:18funded (4) 21:15;22:6,20;

34:14funding (2) 20:24;22:8funds (5) 15:7;42:4;52:9; 75:5,10further (6) 14:2;47:6;58:11; 62:5;78:16;88:11future (8) 36:1;37:21;39:7; 40:12;44:9;52:15; 53:3;65:10

G

gee (1) 18:12general (5) 33:10;54:5;58:17; 81:7;82:15generally (3) 65:24;78:5;84:6genesis (1) 52:13gesturing (1) 10:23gets (2) 55:10;64:11gifting (2) 51:22;79:8given (8) 7:2;17:5;28:8; 42:14;52:18;55:22; 86:2,24godspeed (2) 29:21;31:16goes (6) 37:1;45:18;54:5, 17,21;56:16go-forward (1) 71:2Gold (13) 5:12;6:3;18:6; 19:12,18;21:12,13; 28:20;29:7;33:4; 36:16,19,23Good (11) 6:5,7,10,14;11:11; 16:4;49:3;56:5; 72:19;73:24;84:8goods (4) 29:9;31:6,8,9govern (1) 83:24government (25) 19:17;21:22; 28:24;29:15,17,19, 20,25;30:1,3,21; 31:15,20,23;32:2,9, 25;33:2,7;34:6; 35:15;76:10;80:20, 24;81:18

grant (3) 46:3,4;79:21granting (2) 67:14;68:16grapple (1) 63:9grappling (1) 46:11great (7) 11:4;45:6;58:16; 63:11;64:17;70:25; 84:15greatest (2) 31:18,21grind (1) 20:14guess (20) 6:18;16:5;24:8; 36:17;37:5;38:13; 48:25;52:22;53:15; 67:23;68:2;71:12, 22;74:6,10,16;79:16; 80:14;84:20;88:11guidance (1) 47:6

H

hairs (1) 31:12hair-splitting (1) 31:13half (2) 63:13;84:7handful (4) 81:10,12;84:7; 86:19handle (5) 35:3;38:1,11;39:3, 23handled (3) 38:10;65:11,17handles (1) 39:9handling (2) 40:11;64:8hands (3) 21:11;24:23;27:24happen (17) 13:6;21:24;27:10; 43:24;44:9,21;46:1, 2,4,15;64:4;66:22; 70:14;79:9,10,19; 80:14happened (8) 6:13;30:9;32:17, 19;36:10;37:19; 51:16;79:9happening (3) 43:15;53:7;85:20happens (12) 30:6;37:24;38:23; 41:21;43:6;54:15;


(6) extent - happens



55:2;56:2;65:18; 66:13,14;85:7happy (4) 23:23;36:4;58:8; 71:25hard (3) 7:5;55:1;71:14hardship (1) 54:18hardwire (1) 47:8harm (2) 49:18;58:15harming (2) 54:9,10harp (1) 53:9hat (5) 44:5;45:11,13; 46:18,19hate (1) 53:9hats (5) 33:15;38:21; 44:14;45:11;63:10head (1) 73:16hear (2) 23:4;49:24heard (7) 10:5;16:18;48:24; 54:14;56:6;58:23; 81:5hearing (14) 14:6,11;15:19; 19:6;22:25;25:7,19; 65:2;80:4,22;81:5; 83:2;85:6,22hearings (3) 81:21;86:14,25held (4) 18:23;19:23;57:1; 61:18helped (1) 16:19helpful (16) 8:10,17;9:5,11; 10:1;12:14,19;16:3, 8,9,12,14,19;50:7; 53:16;66:5helping (1) 28:7hereto (1) 61:1herring (1) 55:9hey (1) 53:14highly (1) 55:15hire (1) 52:11hiring (1)

55:19history (2) 76:9,12hold (2) 33:18;34:3holdback (5) 75:23,24;77:23; 78:1,3holding (1) 85:11holds (1) 33:19hole (1) 68:8home (1) 9:15homes (2) 32:21,22honest (2) 14:21;32:10Honor (94) 6:5,7,10,14,20,21; 10:4,7,8,11;11:6; 12:21;14:8;16:17; 17:1;19:4;21:24; 23:13;24:1;25:20; 27:22;30:13;32:16; 33:14;34:8,18; 35:12;36:3,11; 38:12;40:7,16,17,21; 46:20;49:2,16,23; 50:1,19;51:16;52:4, 16,24;54:6,22;55:8, 12,15,17;56:4,12,18, 24;58:4,7,8,13,18,21, 24;59:3,11;60:16; 61:3,6,18;62:1,4,20; 64:5,17,25;68:25; 70:7,25;72:16,18; 73:3;74:18,20; 75:16;76:2,22; 77:22;78:17;79:23; 80:16;81:7;82:14, 24;86:1;87:24;88:13Honor's (6) 24:5;61:23;63:8; 65:2;82:17;83:2hope (4) 33:21;60:25;69:4; 85:2hopeful (2) 47:21;48:13hopefully (4) 13:25;72:14; 74:13;79:15hoping (1) 58:25hour (3) 63:13;80:4;81:5hours (1) 71:14hundreds (1) 35:6

hunt (1) 59:6hybrid (1) 85:19hypothetical (1) 43:24

I

idea (4) 18:3,10;19:24; 31:17identified (5) 55:2,22,24;65:22; 66:3identify (3) 33:20;70:19;81:18identity (1) 26:20IL (1) 4:6illegal (3) 20:8;21:21;25:24illegally (2) 28:15,24imagine (1) 59:11impact (1) 87:1important (5) 17:12;19:1;27:13; 31:12;51:6importantly (1) 50:24impossible (1) 82:4impression (2) 44:18;52:6improper (2) 21:2,22inability (1) 14:11inapplicable (1) 60:13inappropriate (1) 55:21Inc (1) 5:12inclined (1) 8:21include (1) 18:7including (9) 18:7;55:5;57:20; 65:10,10;68:18,19; 77:11;85:9incompetent (1) 31:20inconvenient (1) 18:16incorporated (1) 75:18incorrectly (1)

23:18incur (1) 79:5incurring (1) 78:22indeed (3) 21:2;26:22;82:6independent (3) 33:20;45:15,18indiscernible (1) 53:19individual (1) 33:19individuals (4) 33:8,13;76:6,13inequality (1) 82:8information (21) 9:5;13:10,11,12; 14:5;15:13,23;16:13, 19;23:7,11;25:5; 36:2;62:5,19,22; 64:19;76:7,14; 77:10;82:12initial (3) 14:9;22:23;51:17injunction (3) 20:12,13,19injunctions (1) 76:10in-person (3) 85:5,18;86:4installation (1) 31:20instance (5) 13:21;17:22;18:3; 30:25;34:23integrity (1) 59:4intended (1) 10:16intention (2) 35:20;72:8intercompanies (1) 40:20intercompany (15) 18:8,19;19:6,14; 37:13,22;38:7;39:6, 6,7,17;40:13;54:4; 64:6;65:9interest (5) 10:25;27:1,6;52:2; 85:12interests (1) 26:21interfacing (1) 41:16interference (1) 31:18interfering (2) 28:5;31:17interim (13) 67:13;73:11,14,22,

23;75:2,15;76:25; 77:24;78:1,4;79:20, 21interpreters (1) 87:16interrupt (1) 50:12interruption (1) 6:22into (10) 7:2,22;8:22;13:17; 32:24;35:7;59:21, 22;81:1;84:18involved (3) 11:15;35:2;40:23Iorizzo (1) 35:16irony (1) 32:1issue (43) 12:22;13:17; 15:12;19:25;28:7, 11;37:19;38:2;39:4, 5,25;40:9;41:22; 42:8;43:19;44:25; 45:2;46:22;55:2; 57:17;58:3;59:9; 62:3,14,14,17;64:6; 67:7,11;68:13;70:3; 71:8;73:11,11,18,20; 74:8,10,14;76:2; 77:7;78:20;79:13issues (62) 6:23;7:20;8:7,18; 9:2,7,19,20,20,24,24; 10:23;12:13;13:15; 15:2,17,22;18:21; 20:23;22:18,22; 24:11;25:12,17; 27:23;28:1,2;32:17; 35:24;37:5,7;38:1; 39:25;41:15;42:2,7; 48:3,18,24,25;50:8; 53:18;59:1;62:23, 25;63:23;64:14; 66:17,17;67:2,8,21; 68:20;69:6;72:24; 73:15;75:16;77:7; 78:3;83:8,13;84:4item (1) 71:18

J

Jim (2) 6:5;17:2jive (1) 51:24job (3) 7:7;25:14,15joy (1) 49:8Juan (1)


(7) happy - Juan



56:25judge (3) 43:24;48:1;63:21judges (1) 57:21judge's (1) 68:7judgment (1) 68:7judicial (1) 84:12July (11) 22:13,14,24,25,25; 24:14;25:2,3,4; 35:23;52:5June (1) 22:14JUSTICE (1) 4:11

K

Kara (1) 6:7KAYE (1) 4:2keep (3) 11:14;28:15;79:8keeps (1) 53:20KGC (5) 29:5,9;33:9,10; 56:11kind (9) 11:7;15:9;21:7; 50:6;53:6;62:13; 75:3;83:1,7kinds (2) 83:8,12Kirkland (1) 59:18KLEINMAN (57) 4:8;6:10,11,21; 12:9,21;16:17,23; 22:10;23:4,6,15,17, 23;24:6,8;43:13; 48:22;49:2;50:12,14, 17,19,21;57:7,9,11, 13,16,18,24;58:1,4; 62:14;67:1;68:2; 70:25;71:4,6;72:7, 16,18;73:2,12,16,20; 78:14,16,19;79:23, 25;80:10;81:4;82:5, 13,22;88:4Kleinman's (5) 20:1,5;22:4;24:13; 80:1knew (2) 25:2;40:22knows (8) 10:11;37:20; 40:18;48:11;62:20;

65:19;72:7;84:20KOC (2) 29:5;56:11Kumtor (5) 6:3;18:6;19:12; 28:20;33:4Kyrgyz (72) 4:3;6:11;10:18; 11:12;17:15,20,22; 18:4,10,11,17;19:17; 20:14,17;21:1,9,10, 21;22:3,14;23:1; 24:12,22;25:13,23, 24,25;26:2,10,10,11; 27:3,16;28:4,15,24; 29:7,15,16,19,20,24; 30:1,3,21;31:15,20, 23;32:1,9,20,24,25; 33:2,7;34:6;35:15; 48:8;49:19,20,21; 54:16;59:2;63:1; 75:8;76:9;80:20,23; 81:18,19,23;82:10Kyrgyzaltyn (6) 5:3;17:15,23,25; 18:5,10

L

lack (1) 52:16language (9) 18:16;46:24,25; 48:20;51:1;64:2; 65:14;71:25;72:4large (5) 12:2;40:18;59:20; 74:2;81:24largely (1) 84:8last (14) 6:24;8:24;13:3,6; 14:5;19:5;24:2,15; 42:13,21;56:7;71:1, 18;80:4lastly (1) 62:12late (7) 6:24;9:12;10:2; 14:5;19:11;25:8,11later (10) 24:2;58:13;61:5; 62:23;64:12;69:19; 71:17;83:18,19; 84:18latitude (1) 63:11law (23) 21:15;22:1;25:25; 26:11,11,13,19,21; 27:19;35:14,14;49:5, 20;59:17,24;60:23; 61:6,8;63:12;64:15;

77:10;81:19;85:9lawful (1) 54:21lawfully (1) 54:8laws (1) 82:2lawsuit (3) 26:22;27:17,18lawyers (5) 30:7;76:5;81:25; 85:16;86:17layers (1) 34:10lead (3) 47:18;80:22,24leading (1) 83:4least (7) 13:22;15:14;17:8; 21:11;46:5;60:24; 80:5left (2) 9:15;53:3legal (5) 13:12;20:10; 25:25;61:9;81:24length (1) 59:21letter (21) 17:4,5;28:22;51:3; 59:8,9,13,15,19; 60:6,7,10,14,15; 65:23;66:7;68:19; 69:6,8,10;72:25letters (8) 13:9;29:1;50:10; 51:5,14,25;59:18; 60:23letting (1) 86:8liabilities (1) 31:14liability (1) 60:11lie (1) 13:25lien (1) 34:10life (1) 11:25light (5) 26:8;40:20;42:3; 62:18;76:18liked (1) 24:2likely (3) 15:15;39:14,16limit (1) 66:1limitation (1) 60:11limited (13)

37:5;38:6;39:25; 41:8;43:4;60:4;77:2, 5;81:25;83:16; 85:13;86:23,24limits (1) 85:9linchpin (1) 46:25line (3) 24:21;68:10;74:15lines (1) 40:4listed (3) 28:11;55:4;77:14listening (1) 44:18lists (1) 82:16litigation (2) 17:17;30:1little (6) 36:18;43:8;48:16; 70:1;83:3,6LLP (2) 4:2;5:2loan (29) 13:11;15:12,14; 17:21;18:3,8,19; 19:6,10,14,20;22:18; 25:1;35:1;37:16; 38:7;39:6,14,15; 40:11,23;55:6,6,7,8, 9;65:10;66:17;79:14loans (1) 41:16local (1) 33:3located (1) 29:7location (2) 86:2,4logistic (1) 87:18long (9) 23:7;36:23;37:1; 39:18,21;44:20; 45:1;46:6;59:22longer (3) 28:23;29:5;83:6longstanding (1) 28:18look (10) 7:11;12:11;27:15; 47:3;48:19;50:20; 56:5;68:8;69:19; 72:1looked (2) 41:23;42:14looking (3) 21:7;37:18;76:10looks (1) 60:16Lord (1)

25:6losses (1) 54:18lot (15) 7:24;10:9,9;16:18; 41:19;42:15;48:5; 50:21;51:23,24;66:4, 21;67:3;85:11;86:13

M

Madison (1) 4:4main (1) 35:13major (1) 87:1makes (6) 21:6;26:22,23,25; 27:4;64:8making (8) 45:10,17;57:13; 62:15;65:6;83:11, 19;85:4management (6) 31:21;33:4;40:18; 49:18,20;54:9manager (4) 17:19;49:22; 54:21;62:21managers (1) 55:13manufacture (1) 25:8manufactured (2) 25:10,11many (12) 40:17;51:15;58:9, 9;59:12,12,12;63:21, 21,21,22;84:21market (1) 31:16married (1) 84:18Mars (1) 54:20material (1) 13:19materials (1) 54:11matter (7) 17:14,24;26:12; 27:13;56:15;62:13; 71:9matters (10) 17:4;36:13,19,24; 39:21,23;43:18;70:4, 21;87:22max (1) 86:17maximum (1) 85:10May (17)


(8) judge - May



6:3;10:5;25:23; 36:9,12;43:23;44:14, 14;45:15,22;46:2,3, 8;47:25;71:16;75:9; 82:11maybe (20) 15:1,16;37:7; 42:21,24,24;44:4,6, 21;45:16;46:1;47:2, 17,18;48:13;52:13; 75:21;80:7;86:17,18mean (24) 11:22;14:18;16:8, 9;20:3;25:7;36:16; 38:6;42:25;44:21; 45:7;46:24;47:9,11, 20;48:13;52:20; 56:10;57:6;63:12; 73:25;78:21;79:18; 84:1meaning (2) 7:15;60:19meant (1) 23:19meantime (1) 87:11measure (2) 14:12;59:20measures (3) 35:4,5;54:7mechanics (2) 73:14,18meet (1) 51:11meet-and-confer (1) 13:14mention (1) 40:9mentioned (1) 55:15mentor (1) 49:7merchandise (1) 54:10met (3) 13:18;23:19,20might (15) 10:15;15:17;20:2; 44:8,8,19;46:7; 48:11;70:8,10,12; 72:4;77:22;83:12; 85:3million (1) 13:11mind (3) 28:15;53:8;67:20mindful (3) 68:13;79:4;83:24minds (1) 26:6mine (50) 17:19;18:6;19:12, 18;20:18;21:12,13;

26:15,16,25;28:5,14, 14,20,23;29:5,7,11, 13,15,21,25;30:13; 31:7,18,19,19;32:6, 20;33:3,4;36:16,16, 19,23;43:22;44:7,8; 48:4;49:7,12,17,21; 50:4;54:7,7,18,21; 55:13;82:2mines (2) 28:16;54:15mining (3) 28:16,17,21Mintz (20) 6:12;10:23;23:4, 15;24:6;43:13;80:1, 1,11;81:3;82:5,13, 22,24;86:1,6,11; 87:7,13,18Mintz's (3) 22:3;46:3,4miraculously (1) 65:18misplaced (1) 61:13missed (1) 74:17missing (2) 10:14;14:15mission (1) 59:3misspoken (1) 77:23misstatements (1) 51:24modification (1) 19:5modifications (1) 75:19modified (1) 25:20moment (4) 6:13;30:14;48:10; 87:6Monday (1) 53:13monetary (1) 43:25money (8) 21:14,15;22:3; 26:7;29:14,16;62:7; 79:8monies (3) 19:7;21:4;24:25monthlies (1) 73:23monthly (3) 52:18;76:24;77:1months (1) 56:15more (19) 20:2,7;36:1,18; 41:20;44:4;46:22;

50:24;54:18,18; 62:4;63:19;68:10; 80:5;82:18;83:3; 85:3,11;87:22morning (5) 6:5,7,10,14;71:20motion (23) 42:23,23;44:21; 46:3,4;52:20;62:23; 67:12;71:7;73:10, 21;75:3,16;77:6; 79:15,16,21;80:1,2, 4;83:18;86:5;87:3motion's (1) 88:6move (3) 20:22;68:24;82:7moving (1) 42:25Mrs (1) 69:3much (14) 6:20;17:1;27:20; 49:2,11;51:13; 55:23;60:20;73:13; 78:17;80:16,17; 85:12;87:25multiple (4) 24:9;34:9;40:19; 63:10multi-process (1) 48:10must (1) 51:11myself (9) 12:7;14:20;15:5; 16:5,7;37:7;44:11; 70:2;76:5

N

name (3) 29:25;31:1;77:13names (3) 76:5,6;77:9narrow (1) 40:5nature (3) 8:8;9:6;68:21nearly (1) 56:16necessarily (2) 50:7;77:24necessary (8) 10:3;14:2;17:10; 49:9;52:1;53:6;69:7; 76:18need (15) 26:6;29:10;36:1; 53:4,5;56:18;65:14; 68:15;69:12;80:19; 83:3;84:22,22; 87:21;88:1

needed (5) 18:13;20:2;23:8, 10;24:24needs (3) 22:11;49:24;69:11nefarious (1) 49:13negative (1) 82:9negotiated (1) 18:9negotiation (1) 55:3neither (1) 83:10nephew's (1) 84:18New (5) 4:15;5:5;17:22,23; 78:10next (5) 6:2;25:8;32:16; 67:20;69:4nice (1) 88:11night (13) 6:24;14:5;23:5,16, 19;24:2,7,13,15; 25:6;50:23;53:11; 56:7ninety (1) 62:11nominal (1) 74:21none (1) 12:4Nor (1) 59:14normal (1) 25:3note (7) 10:7,17;41:23; 55:16;57:16;66:5; 67:1noted (5) 38:9;61:18;72:22; 73:25;79:7notes (2) 52:5;56:5Nothing's (1) 61:24Notice (1) 77:7Notices (1) 76:12noting (1) 75:21notion (1) 61:2notwithstanding (5) 20:15;34:20;51:2; 59:17;69:9November (4)

80:23;84:9,18; 85:2number (7) 15:5;55:4;61:16, 17;81:25;84:13; 85:14numbers (1) 81:14nunc (5) 56:23;57:1,5,10; 61:7NY (2) 4:15;5:5

O

object (1) 49:13objection (18) 9:8;12:9;15:3; 17:8;22:15,23,24; 23:9;24:14;25:4,5; 35:13,24;65:4,21; 67:16;71:22;78:19objections (4) 24:9,10;27:24; 73:1obligations (1) 51:10obtaining (2) 20:12;74:21obviate (1) 14:7obviously (17) 37:15;46:24; 66:12,20,21,24; 72:23;74:2;78:22, 23;79:2,12;80:2; 81:3;82:17;84:1,3occupy (1) 32:6occur (3) 21:25;46:8;47:21occurred (4) 18:22;19:3,22; 34:5occurring (1) 27:14occurs (1) 46:5o'clock (3) 9:14;24:16;50:22October (4) 80:25;84:7;85:2; 86:22oddly (1) 31:23odds (1) 75:7O'DONNELL (1) 5:7off (4) 19:12;36:1;41:22;


(9) maybe - off



49:14offense (1) 68:11Office (9) 4:12;7:14;11:22; 23:1,13;24:5;68:11; 75:13,17officer (1) 33:9offset (1) 19:15offsets (1) 74:8offsetting (1) 74:3often (1) 51:1once (6) 20:25;23:3;46:24; 53:1;59:24;79:12one (33) 7:11,18;20:22; 22:18;24:10;28:3, 19;29:13;31:16; 32:19;33:19;41:22; 43:3;45:2;46:11,22; 48:3;50:9;51:12; 52:1;55:4;56:20,21; 60:2;62:5,17;76:10; 77:1,14,15;84:9,25; 86:23ones (1) 7:11one's (1) 55:1ongoing (2) 16:6;28:8only (22) 12:16;13:18; 14:13;21:12,20; 31:5;33:4;37:7; 38:18;40:12;43:4; 44:10;47:1;48:15, 18;50:2;58:5;73:11; 77:13;81:5;85:15,20onto (1) 20:22open (3) 31:15;47:9;53:7openly (1) 53:17operate (7) 29:21;30:13;31:4, 7;32:6,11;54:19operates (1) 28:16operating (3) 22:17;33:8;59:25operation (3) 28:5;31:18,19operational (1) 28:20operations (3)

29:6;54:7;62:22opponent (1) 55:11opponents (1) 27:19opportunity (4) 9:12;14:6,15; 15:18opposed (1) 57:8optimistic (2) 47:16;48:14options (1) 86:8order (55) 14:19;15:25;23:8; 28:10,10;47:2;52:2; 58:3;60:3,3,5,7,12, 13,17,25;61:4,20; 63:25;64:7,10;65:7, 14;66:1;67:21; 68:20;69:2,7,18,19, 20,20;71:1;72:13,15, 20,21,24;73:1,6,8, 14;75:19;76:25; 77:1,3;78:7;80:21; 82:16;83:21;84:2; 87:9,9;88:6,7ordered (2) 30:25;32:23orders (12) 8:5,6,14;12:19; 32:12;40:10,18; 51:1;57:23;66:4; 67:18;88:2ordinary (1) 19:7original (2) 13:19;78:7others (1) 48:4otherwise (3) 69:10;72:14;86:19out (36) 7:9;9:6;11:3,16; 12:17;13:7;14:1,14; 26:12;28:22;30:3,7, 8;32:22;38:1;45:9; 48:3,9;49:3;50:5; 62:4,5;66:3;67:20; 72:24;75:25,25; 80:22;82:6,16;83:3; 84:21,23;85:19;87:9, 19outcomes (1) 46:15outside (5) 34:16,16;43:17; 75:8;82:10over (15) 6:19;10:14;13:7; 19:7;23:9;26:18; 29:6;34:15;49:1;

54:10,11;56:18; 63:13;68:16;80:15overrule (3) 65:4;67:16;78:19overruling (1) 65:20owing (1) 55:12own (2) 14:24;16:25owned (1) 21:18owner (1) 28:20

P

paid (25) 15:6;16:10;23:24; 52:6,18,25;54:12,12; 61:10,19;62:7; 64:11;66:9,25;73:24, 24;74:3,5,10;75:23; 78:21;79:1,6,14,14papers (8) 47:12;49:16;50:2, 2;51:5;52:7;54:6; 56:22paragraph (2) 38:14;60:12parent (5) 21:17;22:6,6; 26:21;42:6parent-subsidiary (1) 34:12parse (1) 36:17part (8) 7:17;18:8;38:25; 53:25;59:9;63:6; 68:7;69:25parte (1) 14:23partial (1) 86:4participate (1) 86:3particular (3) 75:20;76:11,19particularly (1) 20:24parties (23) 7:13,14,14,25; 12:2;26:2,20;30:12; 35:10;42:16;43:10, 14;44:16;45:1,24,24; 46:14;47:17;53:6; 68:21;83:14,22; 86:25parties' (1) 74:8parties-in-interest (1) 12:23

partner (4) 6:12;77:14,15,15party (7) 11:7;27:23,23; 28:19;39:9,24;55:10party's (1) 52:2passed (1) 23:5passwords (1) 32:24past (3) 20:19;68:10,11pay (11) 21:17;26:6;29:23; 31:6;52:9;59:25; 69:23;72:8;75:4,5,10payable (5) 18:19,20,23;19:15, 22paying (8) 13:12;42:6;51:17, 19,21;52:23;53:3; 71:2payment (6) 19:15;41:24; 61:12;73:20;75:16; 79:7payments (3) 19:22;62:10,15pending (3) 39:19,21,22people (23) 7:25;11:24;12:1; 28:22;33:4,5;34:1; 38:4,20;45:10;48:3, 12;56:1;73:23;79:1; 81:11;85:10,14,20; 86:16,16,19,20people's (2) 7:16;57:22per (2) 35:15;74:25percent (6) 75:23,24;77:23, 25;78:3,8perform (6) 29:11,12,23;30:14, 21;55:21performing (1) 76:11perhaps (2) 54:1;70:20period (3) 17:13;20:25;63:5permission (1) 75:3permit (2) 19:5;64:18permitted (1) 57:2person (10) 12:17;33:21;

45:16,16,17;85:7,8, 10,21,24personally (4) 7:21;9:3;42:1;49:4perspective (16) 10:1;20:2;24:21; 27:1,20;28:21; 31:13;34:7;35:21; 48:1,21,22;55:18; 63:24;75:12;81:8petition (3) 28:12;31:1;38:8phases (1) 81:16phone (3) 11:5;14:22;80:18pick (3) 14:22;71:16,16piece (1) 16:9pinged (1) 53:13pinned (1) 81:12PIPER (1) 5:2place (8) 18:9;22:11;32:23; 34:5;35:1;49:21; 62:21;78:4placed (1) 32:12places (2) 67:3;83:16plan (1) 39:16play (1) 8:13played (1) 68:4playing (4) 44:24;48:3;55:3; 68:21please (1) 6:4pm (1) 23:4point (23) 15:20,25;16:2; 23:6;25:13;32:16; 35:16;45:3;47:8; 52:13;56:5,21;58:5; 59:1;62:1,2;63:15; 72:5;82:21,25;83:5, 7;85:24pointed (1) 45:9points (3) 20:22;35:13;62:9police (2) 32:20,25population (1) 81:23


(10) offense - population



PORTER (9) 4:2;6:11;17:14,24, 25;18:4,11;19:18; 28:4position (12) 14:10;26:8,9,20; 29:23,24;30:24; 49:4;61:13;77:25; 78:5;82:8positions (1) 34:3possession (3) 29:5,6;31:8possibilities (2) 79:6;87:14possibility (2) 45:12;74:21possible (11) 15:2;27:21;30:15; 38:5;43:6;44:1,3,6; 46:3,17;87:5possibly (2) 43:24;66:10post-petition (2) 38:8;75:3potential (5) 38:5;64:3;66:16; 68:6;75:7potentially (4) 37:16;61:25;67:4; 74:15power (1) 33:11practical (2) 30:18;46:22practice (3) 7:6;10:11;76:8precedent (3) 56:25;60:22;61:6predicate (1) 6:23preempted (1) 8:17preference (6) 21:2,4;35:18;42:7; 52:8,8preferential (1) 66:11prepared (1) 13:16pre-petition (3) 17:12;20:25;41:25PRESENT (4) 5:10;33:19,21; 81:18presented (2) 76:19;80:20president (1) 33:9presumably (2) 74:3;86:3pretext (2) 20:7,7

prevent (3) 19:1;20:7;25:13preview (1) 24:18previewing (1) 12:18primarily (1) 75:12principally (1) 12:25prior (10) 11:25;14:6;17:16; 23:16;26:13;28:12; 31:1;49:7;62:11; 81:20private (1) 10:11privy (2) 48:6;83:23pro (5) 56:23;57:1,5,10; 61:7probably (4) 7:6;42:22;47:16; 57:2problem (13) 7:21;22:2,5;40:1; 44:13;46:10,11,12; 53:22;55:14;61:5; 70:23;86:15problematic (1) 45:5problems (1) 62:17procedure (4) 22:17;78:9,10; 79:6procedures (3) 73:22;78:12;79:12proceed (7) 6:18;14:18;15:1, 21;16:15;23:8;82:20proceeding (5) 42:18;43:20; 66:12;70:18;81:16proceedings (2) 52:12;88:14process (16) 15:24;26:3,4; 27:20;28:9;33:20; 43:1;44:16;48:8; 51:7,9;58:16;59:5; 63:18;80:14;83:10processes (1) 48:10production (1) 83:24professional (3) 27:5;77:14,17professionals (7) 8:9;13:1;52:17; 75:5,13;77:9;79:2profitable (2)

19:11;34:15proper (2) 28:19;64:14properly (1) 49:17property (1) 59:21proposal (1) 80:24proposals (1) 83:5propose (1) 82:20proposed (8) 6:8;40:10;43:25; 44:2;59:16;60:17; 77:5;80:21proposes (1) 64:2prosecuting (1) 43:9prospect (1) 19:19protective (1) 83:21provide (5) 61:21;73:23; 74:11;75:9;76:7provided (14) 15:13;25:1;26:3; 41:24;62:8;64:1; 65:9;70:16;73:9; 76:15;77:11;78:7; 79:14,15providing (2) 32:10;64:13provision (2) 60:10,11provisions (1) 61:1prudent (2) 31:4;76:18public (1) 49:24Puerto (1) 57:1purportedly (1) 82:3purpose (2) 12:13;66:15purposes (5) 41:19;56:10; 62:10;67:10;71:1pursuant (1) 80:12put (7) 35:1,25;39:19; 49:16;64:19;75:22; 80:11

Q

qualified (1)

81:22quarter (1) 78:1quick (3) 6:25;56:4;77:20quite (3) 23:18;33:22;37:1quotes (1) 21:25

R

raise (9) 15:18,21;25:12; 48:25,25;67:11; 68:22;73:2;75:20raised (23) 9:7,8;11:4,10,12; 12:6;15:3;16:4; 19:25;20:23;22:10, 18,22;23:12,15; 24:11;27:23;28:3; 59:1;62:14;72:23; 73:12;81:20raises (1) 42:7rate (3) 72:9;77:12,16rather (1) 47:7reach (1) 18:4reached (3) 7:9;11:16;13:7read (7) 9:12;36:5;50:15; 73:21;80:2,3,3reading (2) 47:12;73:15real (2) 7:5;11:14realize (1) 45:5really (31) 6:22;9:19;11:6,18; 12:9,16,25;14:3; 15:22;37:6,7;38:25; 39:11,25;40:1,5; 42:7,8;43:6;44:23; 47:14,16;48:18; 52:9;53:16;61:14; 62:13;70:6;85:13; 86:14,25real-time (1) 24:3reason (4) 8:6;66:3;76:8;85:9reasonable (3) 70:12,20;76:17reasonableness (1) 77:16reasons (7) 7:1;28:19;44:15;

46:2;47:17;65:21; 67:16rebuttal (1) 80:10received (2) 20:12;23:22recent (2) 15:4;56:24recognize (4) 30:12;34:8;47:23; 83:10recognized (1) 50:22recognizes (1) 10:8recommend (1) 78:4recompense (1) 22:7record (5) 7:22;14:12,21; 55:7,10recover (2) 35:20;75:9red (3) 55:9;76:12;77:7redact (1) 77:9redaction (1) 77:5redlined (1) 7:11refer (1) 51:5reflect (1) 8:14refusing (1) 54:19regard (4) 61:2,17;83:6,20regarding (4) 10:18;12:23; 62:22;77:7regardless (1) 21:25regular (1) 29:2regularly (1) 59:17REHMAN (3) 5:12;33:10;56:7Rehman's (2) 21:6;42:3relate (3) 16:6;41:15;66:4related (2) 32:13;41:11relating (23) 7:10;10:25;18:21; 19:3;28:13;29:10; 34:12;36:13,15,24; 37:16;42:1,2;59:22; 61:1,7;62:25;65:14;


(11) PORTER - relating



66:12,17;70:4,21; 72:22relationship (7) 9:10;17:21;18:5; 22:20;32:15;33:6; 36:8relationships (7) 10:10;17:13;18:7; 28:17,21;34:13,16released (1) 62:2relevance (3) 30:17;63:6;83:12relevant (5) 43:19,20;56:21; 76:7;83:25relief (1) 17:9remain (1) 75:25remains (1) 78:5remember (5) 32:17;41:8;47:23; 53:13;77:21rendered (1) 57:20reorganization (1) 44:7repayment (2) 42:4,9repeatedly (1) 54:14repeating (1) 49:11reply (3) 12:9,9;52:5represent (14) 26:21;27:12; 32:14;34:24;36:18; 38:15;39:9,24; 44:12;45:7,8,24; 52:11;70:4representation (3) 27:2,11;65:15representative (1) 35:19representatives (5) 33:5,16,17;34:1,2represented (2) 17:24;36:12representing (16) 17:25;18:2;35:11; 36:8,23;39:2,3,13; 41:5;50:25;53:23; 54:3,25;63:4;70:17; 71:24represents (1) 70:21Republic (38) 4:3;6:11;10:18; 11:12;17:15,20,23; 18:4,10,11,17;20:14,

17;21:1,9,10;22:15; 23:2;24:12,23;25:13, 23,25;26:3,10,10; 27:4,17;28:4,15; 29:7;32:21;48:8; 49:19;59:2;63:1; 75:8;82:11Republic's (1) 54:16request (4) 6:22;14:3;22:25; 23:1requested (5) 10:21;73:9;75:19; 76:3,16requests (6) 8:5;20:1;24:4,4,6; 25:5require (3) 15:23;64:9;87:15required (5) 10:9;11:1;65:22; 66:1;70:19requirement (4) 59:14;60:24;66:6; 77:8reservation (1) 52:14reserve (1) 30:6resolution (3) 18:20;43:7;83:8resolve (2) 8:20;68:20resolved (4) 8:19;12:15;13:25; 78:3resources (2) 26:23,23respect (53) 7:18;8:21;9:25; 17:21;18:6;20:23; 21:7;22:10;24:11,12, 24;25:17,19;26:14, 16;28:1,9,11;30:9, 21,22;32:4,16;37:12; 39:5;50:24;52:4; 54:3;55:16;61:22; 62:6,9,12;63:3,8; 64:3;65:9;67:22; 68:23;69:12;70:3; 72:19;73:12;75:15; 76:7;77:4,5,22; 81:20;82:1,12; 83:11;86:2respectable (1) 49:5respected (1) 35:6respective (1) 76:13respects (1) 31:24

respond (1) 12:13responded (2) 23:24;53:11response (9) 9:8;23:25;24:14, 15,18;53:12,16,16; 80:14responses (1) 63:19responsibility (4) 27:5;29:22;31:5; 32:12responsible (1) 31:9responsive (1) 11:23rest (1) 88:12restrictions (2) 84:25;86:14result (1) 19:16retain (3) 22:13,16;63:16retained (9) 34:21;55:17;58:2, 6;61:8,10;64:10; 66:23,23retainer (35) 13:13;15:6;20:24; 21:15;22:6,19,19; 25:1;35:19;51:20,21, 21;52:4,6,25;53:1; 59:22,23,25;61:17, 19,22,23;62:3,6,10; 66:9,10,24;74:2,3,7, 24,25;78:25retainers (1) 41:25retainer's (1) 66:10retention (31) 11:8;13:23;17:6; 24:25;30:18;48:18, 24;51:4;56:23; 58:14;59:12;60:13, 16;61:4,12;62:14,24; 63:7;64:15;66:24; 67:7,15,17;68:17,23; 71:9,9,10;72:17; 73:7,8retentions (6) 10:13,18;12:1; 49:6;57:1;61:15reversion (1) 53:15revert (1) 53:12review (3) 52:3;53:12;77:4revised (3) 12:18,19;88:2

rhetoric (2) 44:18;50:7Rico (1) 57:1right (57) 6:17;12:3,3;14:18; 16:16,21;17:6;19:2; 25:18;26:11,14,15; 27:2;28:11;30:4; 33:4,12;37:14,17,19; 38:12,16;39:11,17, 22;41:7,10;42:16,17; 43:9;44:11,23; 45:10;49:9;50:2; 55:6,10;56:19;58:10, 14;62:20;64:23; 70:11;72:12;75:11; 78:14,18,24;79:11, 24;80:10,22;84:8; 85:1,7;88:1,10rightfully (1) 50:4rights (4) 30:6;31:2;49:20; 52:14ring (3) 18:5,13,15rise (1) 34:12risk (3) 31:5,21;79:2risks (2) 76:19;82:11road (1) 47:15role (9) 8:13;33:19;44:24; 55:3;68:3,5,16; 69:23;81:23roles (5) 8:11,12;33:18; 56:2;68:20Roman (1) 56:25Rule (6) 11:1;35:15;42:23; 46:24;64:24;68:24rules (10) 27:5,5;48:16,16; 59:14,15;75:1; 80:12;85:7,16ruling (1) 65:2run (7) 13:17;27:4;31:21; 49:17,21;54:8;88:3Russian-language (1) 20:13

S

S&C (1) 13:1

safety (2) 30:25;49:19same (4) 54:24;56:1;63:10; 69:5San (1) 56:25sat (2) 46:14;81:2satisfaction (1) 74:23satisfied (6) 42:11;63:19;66:8, 15,16;77:8satisfy (1) 31:14Saturday (8) 23:5,16,18;24:7, 13;25:6;50:23;53:11Savannah (1) 84:19saying (24) 11:23;18:12;21:1, 13;27:18;29:3;30:1, 3;32:2;35:10;38:25; 39:20;40:21;43:13; 49:3;51:12;53:14; 55:11;57:10;64:5; 69:3,11,14;70:6scenario (1) 43:21schedule (3) 80:21;81:1;87:10scheduled (3) 25:7;86:14,21scheduling (6) 80:21;82:16;84:2; 85:17;87:9,9SCHOLER (1) 4:2SCHWARTZ (46) 4:18;6:14,15;8:4, 7,10;10:4,4,7;11:21; 12:3;13:3,4,5;33:24; 40:9;41:1,3,5,10,14, 17;53:18;58:21,22, 24;64:20,22;65:7,21; 66:2;67:9,14;68:11; 69:4;70:13,18; 72:22;73:9;75:18; 76:22,24,24;78:13; 83:23;88:4scope (10) 60:3,5,18;64:1,5; 65:8,15;66:2;83:12, 17se (1) 35:15seal (1) 51:14search (1) 7:25searched (1)


(12) relationship - searched



7:8searches (1) 12:24seat (1) 47:22second (6) 8:25;28:7;34:10; 41:12;77:20;84:6secondary (1) 14:12Secondly (1) 61:2secret (2) 32:20,25seeing (1) 51:25seek (3) 14:2;42:9;83:12seeking (10) 15:9;22:7;35:20; 42:4;52:17;56:22; 57:8;74:11;75:2; 76:12seem (1) 44:17seemed (1) 43:15seems (3) 19:20;37:25;55:20segregated (1) 60:1seized (1) 32:20selected (1) 37:11sell (2) 29:19;30:6send (1) 72:1seniority (1) 76:8sense (5) 26:22,23,25;27:4; 80:8sent (4) 23:7,18;28:22; 29:1September (2) 85:6;86:22seriatim (1) 24:9series (1) 33:24seriously (1) 10:13service (1) 77:12services (12) 16:6;29:10;61:9; 62:8;64:1,9,13;65:8; 66:2;70:15,18;76:11set (8) 13:13;16:12;18:8;

34:18;60:22;64:7,9; 70:18SETH (2) 4:8;6:10settlement (13) 43:14,16,25;44:2, 3,17;45:4,22;47:18, 20;55:2;64:3;65:16shaking (1) 73:16shape (2) 28:6;32:13SHARA (2) 4:17;6:15share (2) 13:15;82:13shared (1) 10:19shareholder (5) 26:18;44:5;46:19; 66:25;67:3shareholder's (1) 67:2SHERYL (1) 5:11shockingly (1) 43:13show (2) 54:17;86:25shows (1) 56:16sic (1) 22:2side (5) 30:12;40:25; 83:10;85:16;86:17sides (4) 43:4;45:3,24; 66:20sign (1) 88:7signed (1) 59:15silence (4) 13:18;23:19,20,21similar (1) 43:3similarly (1) 64:11simply (11) 18:5,13;21:8; 23:23;27:7;29:12; 30:15;32:9,14,15; 34:5single (3) 24:10;26:21;27:19sitting (2) 18:12;47:22situation (13) 19:13;21:1;29:21; 34:9,13;35:8,22; 38:23;40:5;47:4; 61:21;65:18;76:19

size (1) 81:14sleep (1) 50:21slow (1) 43:1slowly (1) 42:25small (1) 85:14smart (1) 30:7sold (1) 31:2solely (1) 27:12solution (1) 38:10solve (2) 22:5;40:3solved (2) 23:14;51:25solvent (1) 34:15solves (1) 72:12somebody (3) 29:8;44:5;46:18someday (1) 47:17somehow (1) 48:11someone (3) 74:11;81:22;82:10sometime (1) 36:1Sometimes (2) 68:5;73:17somewhat (4) 11:9;61:13;63:7; 75:21soon (2) 39:17;82:12sorry (11) 7:6,25;16:9,21; 43:13;56:4,5;58:22; 71:20;73:16;74:20sort (13) 8:16;21:23;27:25; 28:1;30:24;32:16; 35:22;49:8;51:15; 53:9;55:9;60:22; 61:5source (1) 74:14sources (3) 78:23;79:7,17Southern (3) 74:25;77:2;78:10speaking (2) 6:13;53:20specific (2) 24:12;36:3

spelled (1) 66:3spend (1) 11:7spent (4) 11:4;47:12;63:13; 64:17splits (1) 31:12spoke (1) 13:3spun (1) 19:12staff (2) 7:15,16stand (1) 14:8standard (1) 22:17standards (1) 48:17standing (1) 35:23Stargatt (3) 6:8;34:22;35:2start (7) 16:24;17:13; 36:20;43:7;48:12; 49:3;69:3starting (2) 72:4;83:7state (3) 27:13;62:7;82:25statement (7) 38:14;42:3,9; 56:16;70:20;74:1; 78:6statements (4) 32:10;49:25,25; 51:23STATES (3) 4:11,12;48:2stating (1) 49:12status (2) 71:15;79:25stay (10) 19:5;20:12,15; 25:20;31:24;32:1,3, 4,5,7steal (1) 20:18stealing (1) 49:12step (1) 27:15stickler (1) 7:5still (17) 9:3;13:9;14:7; 15:22,22;16:5; 43:16;53:7,18; 56:13;58:2,9;71:2;

82:4;85:18,23;87:10stipulation (1) 83:22stole (3) 21:9;29:16,17stolen (5) 19:18;22:4;26:7; 29:25;35:9stone (1) 81:15stop (2) 63:5;71:14stopping (1) 62:15straddle (1) 40:4straightforward (1) 10:8Street (2) 4:4,13Stretto (3) 5:11;9:18;60:9Stretto's (4) 71:10;72:20;73:8; 88:6strike (1) 14:10strong (1) 52:19structured (1) 19:20struggling (1) 26:24stuff (4) 29:20;31:15; 77:12;84:15subcontractors (1) 28:17subject (5) 67:10;82:17;83:2, 13,18submit (1) 88:7submitted (5) 80:9;81:9,11; 82:18;88:5submitting (1) 77:6subsequent (2) 13:20;28:25subsidiaries (3) 21:18;34:11,13subsidiary (3) 26:22;42:7;56:21substance (2) 19:25;24:19substantial (3) 75:17;81:3,24substantive (1) 59:1sued (1) 67:3sufficient (3)


(13) searches - sufficient



66:9;75:5;76:15suggest (6) 46:23,25;68:23; 71:25;82:14,15suggested (2) 13:15;71:23suggesting (3) 23:7;65:7;70:1suggestion (4) 14:13;15:16; 39:18;82:19suggestions (1) 20:1Suite (2) 4:5,14Sullivan (47) 6:6;7:19;8:13;9:1, 9,25;11:17;13:23; 14:13;17:2,7,11,14; 22:1,14,16;24:25; 27:2,11;28:6;30:11, 18,20;32:13;33:14; 34:25;35:1;36:8,11; 38:3;40:23;41:25; 44:24;45:23;50:10, 24;51:4;52:11; 53:23;54:2;56:23; 63:20;68:17;69:15; 70:16;74:24;76:10summary (1) 17:9Sunday (1) 53:13supplemental (6) 24:9,19;38:14; 62:8;63:15;72:22suppliers (14) 28:12,13,14,17; 29:1,2,18;30:10,20; 31:3,25;32:5,10; 34:17supplies (3) 29:10;54:11,13support (5) 6:24;8:25;69:5,6; 80:11supported (1) 22:17supporting (1) 13:5supposed (1) 85:5Supreme (1) 56:24sure (19) 7:22;8:10;11:19; 21:3;30:11;35:14; 38:9;40:1,15,17,22, 24;56:24;57:3; 71:19;74:6;77:22; 78:11;87:23surprise (4) 10:22,24;11:22;

87:20surprised (2) 12:5,8surprises (1) 12:5surrounding (1) 25:23suspect (1) 53:2swallow (1) 68:8system (2) 7:13;81:24systems (1) 33:1

T

table (1) 50:5talk (10) 11:24;12:1;13:21; 25:18;29:19;32:9; 53:14;67:12,19;84:4talked (3) 45:16;68:19;69:22talking (9) 24:22,22;38:20; 41:13;48:13;53:17; 74:21;79:17;83:9tangent (1) 49:14targeted (2) 14:3;58:10Taylor (3) 6:8;34:22;35:2team (2) 14:1;75:18technically (1) 53:15temporary (3) 17:19;49:22;62:20term (1) 57:5terms (14) 11:15;15:14; 18:18;19:15;24:18; 35:14,18;43:9;60:4, 19;63:25;64:5;75:8; 82:8terrible (1) 84:10testimony (1) 80:13that'll (3) 74:9;83:13;88:2theft (3) 21:13;26:24;31:19theoretical (1) 46:22there'd (1) 37:20therefore (3)

21:16;39:18;79:5there'll (2) 74:10;80:6therewith (1) 82:3thinking (3) 77:20;80:8;81:13third (1) 34:10thirty (1) 34:16thirty- (1) 86:15thirty-five (2) 85:10;86:20thorough (1) 22:23though (2) 32:5;74:6thought (6) 11:10,17;42:15; 46:14,15,16threat (1) 31:22threats (1) 54:13three (8) 6:23;26:5;35:23; 47:5;61:17;77:15; 81:13;86:17thwart (1) 54:7timeline (1) 83:1times (1) 51:1timing (4) 11:16;35:21; 53:10;80:6title (1) 77:16today (24) 6:2,12;7:2;12:25; 14:9,11,19;23:8; 35:25;39:20;49:15; 54:1;58:13;61:11; 64:14;65:1;67:15; 71:14,17,19;81:6; 83:9;87:22;88:11today's (2) 6:23;67:10together (1) 27:3told (4) 13:4;42:20;44:15; 82:5took (4) 21:13,14;32:22; 34:5total (3) 27:4;85:9;86:18totally (5) 11:11;40:7,21;

60:17;63:7touches (3) 19:24,25;20:1track (1) 82:10traditional (2) 35:5;81:17traditionally (1) 77:11transparent (1) 20:17tremendous (1) 15:13trial (1) 84:22tried (2) 38:13;42:19trouble (1) 27:20troubled (1) 63:7true (6) 18:5,14,15;44:19; 52:24;53:11truly (1) 35:22Trustee (11) 4:12;6:15;9:21; 10:12,24;11:15; 27:9;40:15;63:19; 75:18;76:3Trustee's (8) 7:14;10:20;11:8; 23:1,13;24:5;59:3; 77:25try (11) 11:14;14:7;20:7; 31:21;32:6;47:14; 60:2;71:10;80:3; 82:10;84:21trying (11) 9:6;25:13;29:4,8; 31:16;33:20;40:2; 63:9;71:18;77:21; 82:8Tuesday (1) 24:15tunc (5) 56:23;57:1,5,10; 61:7turn (3) 6:19;49:1;80:14turns (1) 82:6twenty (6) 75:23,24;77:23, 25;78:3,8two (23) 14:3;15:16;19:24; 26:4;28:2;29:13; 37:7;38:20;43:4; 44:13;45:11;47:4; 58:15;61:16;75:20;

77:15;80:11;81:8,11, 13,16;85:15;86:17two-and-a-half (1) 23:9type (4) 30:16;32:24; 35:17;69:5types (2) 7:20;28:2typical (1) 34:12

U

ultimate (1) 83:1ultimately (4) 14:18;61:3;66:13; 74:11unable (1) 82:6unanswered (1) 58:9unauthorized (1) 52:9unbiased (1) 59:5unclean (2) 24:23;27:24unclear (1) 53:18unconcerned (1) 42:5uncover (1) 14:4under (18) 11:1;13:16;18:19; 19:14;25:25;26:1, 11;27:6;30:15;38:6; 43:22;49:10,20; 51:13;52:6;59:14; 61:25;76:17understood (4) 37:3;63:8;76:20; 87:20undisclosed (1) 53:4unencumbered (1) 21:20unfortunately (2) 44:23;71:14unique (4) 34:18;35:8;75:21, 21UNISON (1) 88:13UNITED (3) 4:11,12;48:2unity (1) 26:25universes (1) 32:8unless (5)


(14) suggest - unless



68:22;72:14; 73:15;84:19;85:13unreasonable (1) 16:1unredacted (1) 77:13unrestricted (1) 34:11untimeliness (1) 7:3untimely (1) 24:23Unusual (1) 76:20up (22) 7:24;13:13;14:22; 25:6;27:4;34:23; 44:14,14;45:15; 47:4;53:2;61:22; 65:18;71:13,16; 73:10;80:7;83:4; 84:2;86:20,25;87:22upon (2) 35:6;83:22use (3) 21:25;52:9;72:4used (4) 21:3;53:2;65:25; 69:15using (2) 58:5;60:9usual (1) 11:6usually (2) 11:24;77:24

V

vacuum (1) 51:15valuable (1) 21:19value (1) 26:18Varick (1) 4:13variety (4) 13:4;44:15;46:2; 47:17veiled (1) 75:3vendor (1) 62:17vendors (3) 29:18;30:5;62:15version (1) 20:13versus (1) 8:13Veterans (1) 84:14view (4) 12:18;26:11;59:1;

61:15violated (4) 26:12,13;31:25; 32:2violation (4) 20:11;27:5;32:5,7violations (1) 20:14vis-a-vis (2) 26:9;82:2visibility (1) 26:8volunteering (1) 61:8volunteers (1) 64:16

W

waiving (1) 56:10wake (1) 25:6walls (1) 13:13wants (3) 31:15;48:25;83:23warehouses (1) 54:11warn (1) 84:9warned (2) 42:19;46:7warranty (1) 31:2water (1) 27:25way (27) 12:10;19:6,21; 22:5;23:23;28:6,8; 32:13;37:8,18;38:3; 39:19;44:10,20; 45:23;55:1;57:22; 66:18;68:8;70:14; 73:21;75:22;81:24; 84:2;85:8,13,20ways (2) 51:15;75:4wear (1) 46:18wearing (3) 33:15;44:5,13week (8) 12:7;13:3;25:8; 58:15;84:9,10,11,15weekend (1) 13:7weeks (4) 23:9;35:23;56:15; 58:15well-settled (1) 64:16weren't (1)

58:5West (1) 4:4what's (16) 13:1;14:15;25:15; 29:3;47:10;48:8,9, 15;51:16;53:21; 55:25;59:23;61:14; 66:21,22;77:17whatsoever (2) 34:14;72:21whenever (1) 59:18Whereupon (1) 88:14wherever (1) 54:20wherewithal (2) 30:14;32:11white (1) 18:17whole (5) 15:24;26:12;38:4; 48:7;86:7wholeheartedly (1) 16:18wholly (1) 21:18who's (4) 53:3;55:3;64:10; 71:2whose (2) 56:7;59:21willing (5) 21:17;44:6;53:14; 81:23;82:11win (1) 52:19wish (1) 12:12without (7) 8:23;9:24;14:12; 15:19;47:7;80:3; 81:14witnesses (5) 80:10,11;81:8; 86:18;87:15wolf (1) 35:22word (3) 21:3;47:24,24wording (4) 57:4,6,22;58:3words (1) 39:5work (9) 13:25;14:6;48:12; 55:1,16;83:3;84:8; 87:9,19worked (1) 19:7working (6) 11:20;24:3;32:22;

50:22;75:9;82:5works (4) 19:6;71:17;82:19, 19world (5) 47:3;52:15;84:20; 85:1,24worried (1) 42:8worry (2) 51:21;52:22worth (5) 21:19;26:18;29:9; 75:21;84:6written (1) 81:14wrong (5) 45:8;47:19;67:3,5; 73:15wrongly (1) 26:10

Y

year (5) 19:9,9,19;48:12; 77:12years (12) 7:6;20:6;34:16; 36:25;42:20;44:16; 46:5,7;47:4,5;72:9; 77:17yesterday (6) 9:13,14;10:2;12:6, 11;80:18York (3) 4:15;5:5;78:10Young (36) 6:8;8:12;34:21; 37:9;38:1,11;39:3,8, 12,23;40:11;50:10, 13;55:15,16,19,21; 63:20;64:7;65:7,11; 67:19,22,24,25;68:4, 4,15,15,18,23;69:1; 71:9;72:15;73:6; 88:2YOUSEF (1) 5:12

Z

zero (4) 26:3,3,8;34:14Zoom (4) 85:22;86:3,7;87:4

1

10:23 (1) 23:4100,000 (1) 29:9

10014 (1) 4:1510020 (1) 5:51006 (1) 4:1411 (22) 28:9;33:25;38:14, 16;39:19,21;41:6; 43:16,17,19;44:15, 22;45:21;46:6,6; 50:22;51:9;65:17, 19;70:5,22;78:212:30 (1) 71:131251 (1) 5:414th (1) 85:615th (2) 22:25;80:2317th (2) 25:23;80:20

2

201 (1) 4:132014 (1) 11:12021 (2) 22:13;25:2321-11051 (1) 6:222 (1) 21:124th (1) 22:1429th (3) 22:12,25;35:23

3

30 (1) 36:25327 (1) 67:8327a (2) 55:18;68:3330 (1) 67:8

4

408 (1) 13:164200 (1) 4:5

5

50,000 (1) 74:1


(15) unreasonable - 50,000



527a (1) 27:6

6

60602 (1) 4:6

7

7 (1) 9:1470 (1) 4:4

8

8 (1) 24:158th (8) 22:14,24;24:14; 25:2,3,4;52:5;84:11

9

90s (1) 19:12


(16) 527a - 90s
