application of the official committee of unsecured

ny-1201469

UNITED STATES BANKRUPTCY COURT FOR THE NORTHERN DISTRICT OF ALABAMA

SOUTHERN DIVISION In re Chapter 11 WALTER ENERGY, INC., et al.,1 Case No. 15-02741-TOM11 Debtors. Jointly Administered

APPLICATION OF THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS OF

WALTER ENERGY, INC., ET AL. FOR ENTRY OF AN ORDER AUTHORIZING THE EMPLOYMENT AND RETENTION OF BERKELEY RESEARCH

GROUP, LLC AS FINANCIAL ADVISOR, NUNC

PRO TUNC TO AUGUST 5, 2015

The Official Committee of Unsecured Creditors (the “Committee”) of Walter Energy,

Inc., et al. (the “Debtors”), hereby makes this application (the “Application”) for entry of an

order, substantially in the form attached hereto as Exhibit A (the “Order”), pursuant to sections

328, 330 and 1103 of title 11 of the United States Code (the “Bankruptcy Code”), rules 2014(a)

and 2016 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”) and rule 2016-

1 of the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy

Court for the Northern District of Alabama (the “Local Rules”), authorizing the employment and

retention of Berkeley Research Group, LLC (d/b/a BRG/Capstone) (“BRG”), as financial advisor

to the Committee pursuant to that certain engagement letter attached hereto as Exhibit B

1 The Debtors in these cases, along with the last four digits of each Debtor’s federal tax identification number, are: Walter Energy, Inc. (9953); Atlantic Development and Capital, LLC (8121); Atlantic Leaseco, LLC (5308); Blue Creek Coal Sales, Inc. (6986); Blue Creek Energy, Inc. (0986); J.W. Walter, Inc. (0648); Jefferson Warrior Railroad Company, Inc. (3200); Jim Walter Homes, LLC (4589); Jim Walter Resources, Inc. (1186); Maple Coal Co., LLC (6791); Sloss-Sheffield Steel & Iron Company (4884); SP Machine, Inc. (9945); Taft Coal Sales & Associates, Inc. (8731); Tuscaloosa Resources, Inc. (4869); V Manufacturing Company (9790); Walter Black Warrior Basin LLC (5973); Walter Coke, Inc. (9791); Walter Energy Holdings, LLC (1596); Walter Exploration & Production LLC (5786); Walter Home Improvement, Inc. (1633); Walter Land Company (7709); Walter Minerals, Inc. (9714); and Walter Natural Gas, LLC (1198). The location of the Debtors’ corporate headquarters is 3000 Riverchase Galleria, Suite 1700, Birmingham, Alabama 35244-2359.

(the

Case 15-02741-TOM11 Doc 765 Filed 09/22/15 Entered 09/22/15 17:01:42 Desc Main Document of 100

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Docket #0765 Date Filed: 9/22/2015



2 ny-1201469

“Engagement Letter”), in connection with the above-captioned chapter 11 cases (the “Chapter 11

Cases”) nunc pro tunc to August 5, 2015. In support of this Application, the Committee submits

the Declaration of Edwin N. Ordway, Jr. (the “Ordway Declaration”), attached hereto as

Exhibit C, and incorporated herein by reference. In further support of the Application, the

Committee respectfully represents as follows:

1. This Court has jurisdiction over this matter pursuant to 28 U.S.C. §§ 157 and

1334. Venue is proper pursuant to 28 U.S.C. §§ 1408 and 1409. This is a core proceeding

pursuant to 28 U.S.C. § 157(b)(2).

JURISDICTION, VENUE, AND STATUTORY PREDICATE

2. The statutory predicates for the relief sought herein are sections 328, 330 and

1103(a) of the Bankruptcy Code, Bankruptcy Rules 2014 and 2016, and Local Rule 2016-1.

3. On July 15, 2015 (the “

BACKGROUND

Petition Date

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

debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. As of the

date hereof, neither a trustee nor an examiner has been appointed in these Chapter 11 Cases.

”), each of the Debtors filed voluntary

petitions for relief under chapter 11 of the Bankruptcy Code. The Debtors’ Chapter 11 Cases are

being jointly administered pursuant to Bankruptcy Rule 1015. See Docket No. 54.

5. On July 30, 2015, the Bankruptcy Administrator for the Northern District of

Alabama (the “Bankruptcy Administrator”) appointed the following entities to the Committee in

these cases pursuant to Bankruptcy Code section 1102: (i) Carroll Engineering Co.;

(ii) Consolidated Pipe & Supply Co., Inc.; (iii) Cowin & Company, Inc.; (iv) Delaware Trust

Company, as Indenture Trustee; (v) Hager Oil Company, Inc.; (vi) Industrial Mining Supply


3 ny-1201469

Inc.; (vii) Mayer Electric Supply Co., Inc.; (viii) UMB Bank National Association, as Indenture

Trustee; (ix) United Mineworkers of America; (x) United Mineworkers of America 1974 Pension

Plan and Trust; and (xi) United Steelworkers. See Docket No. 268. On August 4, 2015, the

Pension Benefit Guaranty Corporation and Nelson Brothers, LLC were added to the Committee.

See Docket Nos. 336, 342. On August 26, 2015 and August 28, 2015, Cowin & Company, Inc.

and Mayer Electric Supply Company, Inc. resigned from the Committee, respectively.

6. In addition, on July 30, 2015, the Court entered an order authorizing the

formation of a committee of retired employees pursuant to Bankruptcy Code sections 1114(c)(2)

and 1114(d). See Docket No. 264.

7. At a meeting of the Committee held on August 5, 2015, the Committee

interviewed several potential advisors and, after due deliberation and a vote, decided to retain,

among other professionals, (i) BRG as its financial advisor and (ii) Houlihan Lokey Capital, Inc.

(“Houlihan Lokey”) as its investment banker. Prior to filing this Application, substantial efforts

were undertaken by BRG, Houlihan Lokey and the Committee to carefully delineate and allocate

(the “Allocation”) the respective services to be provided by each of BRG and Houlihan Lokey to

avoid overlap and duplication of services and, most importantly, to ensure that advice and

guidance deemed necessary and appropriate by the Committee in furtherance of its duties is

provided in a timely and cost-effective manner.

8. By this Application, the Committee seeks to employ and retain BRG pursuant to

sections 328, 330 and 1103(a) of the Bankruptcy Code to perform financial advisory services for

the Committee in these Chapter 11 Cases, nunc pro tunc to August 5, 2015 (the “

RELIEF REQUESTED

Effective

Date”). Subject to the Court’s approval, the Engagement Letter sets forth the terms and


4 ny-1201469

conditions that will govern the Committee’s retention of BRG, except as explicitly set forth

herein or in any order granting this Application.

9. The Committee submits this Application to ensure that it has a qualified

professional to provide financial advisory services that are critical to the success of these Chapter

11 Cases. Upon formation, the Committee selected BRG as its financial advisor and Houlihan

Lokey as its investment banker, with each firm to perform specific tasks within their respective

expertise while minimizing overlap or duplication. The Committee believes that BRG is well-

suited to act as financial advisor to the Committee in these Chapter 11 Cases in light of the

significant experience BRG’s professionals have providing advice in the areas of forensic

analysis, claims management, contract assumption and rejection and avoidance actions.

Moreover, BRG’s professionals have acted as financial advisor, crisis manager, and corporate

officer in middle market to large multinational restructurings across a wide array of industries,

and have experience providing restructuring, transaction advisory and litigation support services,

among others.

BRG’S QUALIFICATIONS AND THE NEED FOR BRG’S SERVICES

10. The Committee is familiar with BRG’s professional standing and excellent

reputation, and recognizes that the professionals employed by BRG have a wealth of experience

in providing financial advisory and related services in restructurings and reorganizations

throughout the United States on behalf of various case constituencies. Specifically, BRG’s

professionals have assisted and advised debtors and official committees in numerous bankruptcy

cases, including among others: In re Quicksilver Resources Inc., et al., Case No. 15-10585

(LSS) (Bankr. D. Del. May 8, 2015) [ECF No. 331]; In re Reichhold Holdings US, Inc., Case

No. 14-12237 (MFW) (Bankr. D. Del. Nov. 21, 2014) [ECF No. 261]; In re Brookstone Holdings


5 ny-1201469

Corp., Case No. 14-10752 (BLS) (Bankr. D. Del. May 19, 2014) [ECF No. 369]; In re MF

Global Holdings, Ltd., Case No. 11-15059 (MG) (Bankr. S.D.N.Y. Feb. 9, 2012) [ECF No. 435];

In re Refco Inc., Case No. 05-60006 (RDD) (Bankr. S.D.N.Y. July 17, 2006) [ECF No. 2408]; In

re Old Carco LLC, (f/k/a Chrysler LLC), Case No. 09-50002 (SMB) (Bankr. S.D.N.Y. May 20,

2009) [ECF No. 1301]; In re Tropicana Entertainment, LLC, Case No. 08-10856 (KJC) (Bankr.

D. Del. Aug. 8, 2008) [ECF No. 742]; In re Spiegel Inc., Case No. 03-11540 (BRL) (Bankr.

S.D.N.Y. Mar. 18, 2004) [ECF No. 1437]; In re W.R. Grace & Co., Case No. 01-01139 (KJC)

(Bankr. D. Del. June 8, 2004) [ECF No. 5758]; In re Penson Worldwide Inc., Case No. 13-10061

(LSS) (Bankr. D. Del. Mar. 14, 2013) [ECF No. 310]; and In re Nortel Networks Inc., Case No.

09-10138 (KJG) (Bankr. D. Del. Mar. 4, 2009) [ECF No. 431]. BRG’s professionals have

likewise advised creditors, bondholders, investors, and others in numerous additional bankruptcy

cases, including: In re Kmart Corp., Case No. 02-02474 (SPS) (Bankr. N.D. Ill.); In re Adelphia

Commc’ns Corp., Case No. 02-41729 (REG) (Bankr. S.D.N.Y.); In re Owens-Corning Corp.,

Case No. 00-03837 (KG) (Bankr. D. Del.); In re PBE Corporation (f/k/a Polaroid Corporation),

Case No. 08-46617 (GK) (Bankr. D. Minn.); In re AI Realty Marketing of N.Y., Inc. and

Sunbeam Corp., Case No. 01-40252 (AJG) (Bankr. S.D.N.Y.); In re U.S. Office Products

Company, Case No. 01-00646 (KF) (Bankr. D. Del.); In re Collins & Aikman Corporation, Case

No. 05-55927 (SWR) (Bankr. E.D. Mich.); In re Federal-Mogul Global, Inc., Case No. 01-

10578 (CSS) (Bankr. D. Del.); In re SemCrude, L.P., Case No. 08-11525 (BLS) (Bankr. D.

Del.); and In re Calpine Corporation, Case No. 05-60200 (CGM) (Bankr. S.D.N.Y.).2

11. The Committee chose BRG to act as its financial advisor in these Chapter 11

Cases based in large part on the experience outlined above. The Committee believes that BRG’s

2 The professionals provided services in some of these cases prior to joining BRG.


6 ny-1201469

services are necessary to enable the Committee to assess and monitor the Debtors’ restructuring

efforts in furtherance of the Committee’s obligations to protect the interests of and maximize

value for all unsecured creditors. Moreover, based on the experience of BRG’s professionals in

large, complex chapter 11 cases, the Committee believes that BRG is well-qualified to provide

such services in a cost-effective, efficient and timely manner. The Committee understands that

BRG will make every effort to ensure that its efforts will not be duplicative or overlap with the

efforts of Houlihan Lokey or any other professional retained by the Committee.

12. The Debtors are a large and complex enterprise, and the Committee requires an

experienced financial advisor to navigate the Debtors’ restructuring process. Subject to the

Court’s approval, and in accordance with the Engagement Letter and the Allocation, the

Committee anticipates that BRG will provide financial advisory services with respect to the

following areas:

SERVICES TO BE RENDERED

3

a) Historical and current financial performance;

b) The underlying operational assumptions of the Debtors’ business plan(s) and financial forecasts to ensure credibility;

c) Cash collateral, including payment of pre-petition obligations and on-going performance against budget;

d) SEC filings, MORs, other financial reports, SOFAs and schedules;

e) Claims management process;

f) Intercompany and/or related party transactions;

g) Contract assumption and rejection issues, as well as surety bonding issues;

h) Preference payments, fraudulent conveyances, and other potential causes of action;

3 This Application summarizes the terms of the Engagement Letter. To the extent there is a conflict between the Application and the Engagement Letter, the Engagement Letter will govern.


7 ny-1201469

i) Employee needs and related costs;

j) Tax structure and claims; and

k) Expert testimony and or litigation/forensic work.

13. The Committee believes that the financial advisory services to be rendered by

BRG, which services may be subject to modification at the Committee’s request and subject to

further order of the Court, are necessary to enable the Committee to faithfully execute its

statutory duties to unsecured creditors. In light of BRG’s substantial experience and expertise, as

well as the complex nature of the Debtors’ business and financial affairs, the Committee believes

that BRG is well qualified to provide the Committee with professional advice in these areas.

14. Contemporaneously with the filing of this Application, the Committee also filed

an application for authority to retain Houlihan Lokey to provide investment banking services to

the Committee. The services that BRG will provide to the Committee are separate and distinct

from, and complementary to, the services that Houlihan Lokey will provide to the Committee.

To achieve case efficiencies and ensure that there is no unnecessary duplication of services by

either firm during the pendency of these Chapter 11 Cases, the Committee requested that

Houlihan Lokey and BRG confer regarding an appropriate division of projects and

responsibilities. Thereafter, the Committee reviewed the proposed Allocation and, after further

refinements, has approved the Allocation attached hereto as

NO DUPLICATION OF SERVICES

Exhibit D

15. The Committee believes that the Allocation will ensure that it receives all of the

financial assistance and advice that it requires in a cost-effective, efficient and timely manner, by

allocating among BRG and Houlihan Lokey those tasks and professional service responsibilities

and incorporated into the

terms of the Engagement Letter and this Application.


8 ny-1201469

most suited to each firm’s expertise and experience. For example, BRG will provide discrete

analyses regarding, among other things, historical and current financial performance, and

budgeting and cash management activities, whereas Houlihan Lokey will provide broader

strategic investment banking advice. BRG’s professionals have regularly worked in a co-

advisory role with other professionals, including investment bankers, and therefore, have

significant experience working cooperatively while minimizing duplication of efforts.

16. The Committee’s intention in hiring both an investment banker and financial

advisor is to efficiently and cost-effectively meet its obligations to protect the interests of and

maximize value for all unsecured creditors. For the reasons described above, the Committee

believes that the Allocation represents an efficient division of labor and use of resources, and

will facilitate the Committee’s performance of its statutory and fiduciary obligations.

17. The Committee proposes to retain BRG on an hourly fee basis. The hourly rates

charged by BRG for the services provided by its personnel differ based upon, among other

things, each professional’s level of experience, geographic differentials, and the types of services

being provided. The current standard hourly rates for BRG personnel who will work on this

engagement are as follows:

PROFESSIONAL COMPENSATION

Title 2015

Managing Directors $625 - $895

Staff $200 - $640 Support staff $120 - $200

These hourly rates are subject to periodic adjustment in the ordinary course of business to reflect,

among other things, personnel promotions, other changes in responsibilities, and increases in the

cost of doing business. Any such adjustments will be noted on the invoices for the first time


9 ny-1201469

period in which the revised rates become effective.4

18. In addition to compensation for professional services rendered, BRG will seek

reimbursement for reasonable and necessary expenses incurred, including but not limited to

travel and lodging expenses, business meals, costs of reproduction, research, overnight delivery

charges, any applicable sales or excise taxes and other direct expenses. BRG will not charge the

Committee for internal or overhead costs or document production services (including regular

secretarial and word processing time). If necessary, BRG will request compensation for any time

and expenses (including, without limitation, reasonable legal fees and expenses) that may be

incurred in connection with considering or responding to discovery requests or other requests for

documents or information, or in participating as a witness or otherwise in any legal, regulatory,

or other proceedings.

The rates for the BRG professionals

anticipated to be assigned to this engagement are as follows: Edwin N. Ordway, Jr. ($895), Peter

Chadwick ($825), Joseph Vizzini ($595), Adam Chonich ($475) and Alex Roque ($440). BRG

has advised the Committee that these hourly rates are commensurate with the fees charged to its

other clients and in other cases comparable in size and complexity to these Chapter 11 Cases

(provided such clients are billed hourly).

19. BRG acknowledges that the Committee, its constituents, and its advisors and

professionals (including, but not limited to counsel), shall not be liable for the fees, expenses or

other amounts payable to BRG under the Engagement Letter, and that the Debtors shall bear sole

responsibility for such fees, expenses and other amounts due.

20. BRG intends to apply to the Court for compensation for professional services

rendered and reimbursement of expenses in accordance with the applicable provisions of the

4 Under normal circumstances, BRG adjusts its hourly rates annually on January 1.


10 ny-1201469

Bankruptcy Code (including section 330), the Bankruptcy Rules, the Local Rules (including

Local Rule 2016-1), the Order, and the terms of the Court’s order establishing procedures for

interim compensation in these Chapter 11 Cases. BRG understands that, subject to this Court’s

orders, BRG will be required to apply for final allowance of fees at the end of the bankruptcy

cases.

21. BRG has agreed to maintain records of its time in support of any fees in one-tenth

of an hour increments, and will include reasonably detailed descriptions of the services provided

on behalf of the Committee. BRG also will maintain records of all costs and expenses incurred

in connection with the services rendered.

22. No promises have been received by BRG nor any member or employee thereof,

regarding payment or compensation in connection with these cases other than in accordance with

the provisions of the Bankruptcy Code. Except for internal agreements among the members,

employees and independent contractors of BRG regarding the sharing of revenue or

compensation, neither BRG nor any of its members, employees, or independent contractors has

entered into an agreement or understanding to share compensation with any other entity as

described in Bankruptcy Rule 2016.

23. The terms and conditions of the Engagement Letter were negotiated between the

Committee and BRG and reflect the parties’ mutual agreement as to the substantial efforts that

will be required in this engagement. The Committee believes that it has obtained a favorable fee

structure under the circumstances. The Committee further believes that the retention of BRG on

an hourly fee basis and Houlihan Lokey on a fixed monthly fee basis will ensure that the

Committee will be provided with all of the professional financial services and advice that it

needs in a cost-effective, efficient and timely manner. Consequently, the Committee believes


11 ny-1201469

that the fee and expense structure set forth herein is reasonable and appropriate.

24. The Committee requests that the Debtors provide BRG with certain rights of

indemnification (the “

INDEMNIFICATION

Indemnity

25. The Committee submits that the indemnification, contribution, and reimbursement

provisions reflected in the Engagement Letter are customary and reasonable terms of

engagement for financial advisors in cases in this and other districts. See, e.g., In re Bill Heard

Enters., Inc., Case No. 08-83029 (JAC) (Bankr. N.D. Ala. Sept. 30, 2008) [ECF No. 34]

(approving retention of financial advisor with indemnification terms similar to those contained in

the Engagement Letter); In re TOUSA, Inc., Case No. 08-10928 (JKO) (Bankr. S.D. Fla. Aug.

27, 2008) [ECF No. 1701] (authorizing indemnification of investment banking on terms similar

to those contained in the Engagement Letter).

”) pursuant to the Engagement Letter. The Indemnity contained

in the Engagement Letter provides, without limitation, that the Debtors agree to indemnify and

hold harmless BRG and any of its members, employees, representatives, agents, independent

contractors, counsel and affiliates against any and all losses, claims, damages, liabilities,

penalties, judgments, awards, costs, fees, expenses and disbursements, including, without

limitation, defending any action, suit, proceedings or investigation (whether or not in connection

with a proceeding or litigation in which BRG is a party), directly or indirectly related to the

engagement of BRG or any services rendered pursuant to this engagement, unless there is a final

non-appealable order of a court of competent jurisdiction finding BRG directly liable for gross

negligence or willful misconduct. BRG acknowledges that neither the Committee nor any of its

individual members shall have any liability for the Indemnity.


12 ny-1201469

26. BRG has reviewed its internal client databases and has informed the Committee

that, except to the extent disclosed herein and in the Ordway Declaration, (a) BRG has no

connection with the Debtors, their creditors, equity security holders or other parties in interest in

these Chapter 11 Cases; (b) BRG does not have or represent any entity having an interest adverse

to the interests of the Debtors’ estates or of any class of creditors or equity security holders; and

(c) neither BRG nor any of its professionals and employees who will work on this engagement

(i) is a creditor, equity security holder or an insider of the Debtors or (ii) is or was, within two

years before the Petition Date, a director, officer, or employee of any of the Debtors.

Additionally, BRG does not have any connection with the Bankruptcy Judge to which the

Chapter 11 Cases are assigned, the Bankruptcy Administrator or any of the attorneys employed

in the office of the Bankruptcy Administrator.

BRG’S DISINTERESTEDNESS

27. From time to time, BRG may be asked to value and manage the liquidation of

assets of investment funds. Such investment funds could, from time to time, take positions in

debt or equity of the Debtors without BRG’s knowledge or consent. BRG has no pecuniary

interest in such investment funds, nor will BRG profit from the value realized from the sale of

their assets. To the extent any member or employee of BRG is utilized for valuation expertise on

behalf of the Committee (and, accordingly, given access to confidential information), that

member or employee will not perform any valuation work on any debt or equity securities of the

Debtors for any investment fund for the duration of this engagement. Similarly, if BRG is

providing valuation work on any debt or equity securities of the Debtors for any investment fund

for the duration of its engagement with the Committee, then the BRG member or employee

undertaking such work will be restricted from, and have no access to, any confidential


13 ny-1201469

information of the Debtors.

28. BRG has not provided, and will not provide, any professional services to the

Debtors, any other creditors, other parties in interest, or their respective attorneys and

accountants with regard to any matter related to these chapter 11 cases.

29. The Committee seeks entry of the Order authorizing it to retain and employ BRG

pursuant to Bankruptcy Code section 1103(a). Section 1103(a) of the Bankruptcy Code

provides, in relevant part, that the Committee, with the Court’s approval, “may select and

authorize the employment . . . of one or more attorneys, accountants, or other agents, to represent

or perform services…” for the Committee. 11 U.S.C. § 1103(a). Pursuant to Bankruptcy Rule

2014, an application to retain a professional under Bankruptcy Code section 1103

BASIS FOR RELIEF REQUESTED

shall state the specific facts showing the necessity for the employment, the name of the person to be employed, the reasons for the selection, the professional services to be rendered, any proposed arrangement for compensation, and, to the best of the applicant’s knowledge, all of the person’s connections with the debtor, creditors, any other party in interest, their respective attorneys and accountants, the United States trustee, or any person employed in the office of the United States trustee.

Fed. R. Bank. P. 2014(a).

30. The Committee submits that the requirements set forth in Bankruptcy Rule 2014

are met with this Application. As described above, the Committee needs to retain a qualified

financial advisor to properly fulfill its statutory and fiduciary duties to creditors in these complex

Chapter 11 Cases. In conjunction with the investment banking services to be provided by

Houlihan Lokey, the Committee’s retention of BRG as its financial advisor will facilitate the

Committee’s ability to monitor the Debtors’ financial operations, budgeting and performance,

and assess the strategic alternatives in these Chapter 11 Cases in an effort to maximize value for


14 ny-1201469

the benefit of the Debtors’ creditors and other stakeholders. BRG and Houlihan Lokey have

carefully delineated the services that each professional will provide based on the Committee’s

needs and the professionals’ respective areas of expertise, and their cohesive and cooperative

advice will permit the Committee to best serve its constituents and fulfill its obligations, as is

done in numerous complex chapter 11 cases in which financial advisors and investment bankers

work hand-in-hand. See, e.g., In re MPM Silicones, LLC, Case No. 14-22503 (RDD) (Bankr.

S.D.N.Y. June 10, 2014) [ECF Nos. 355 & 360] (creditors’ committee retained Jefferies LLC as

its investment banker and FTI Consulting, Inc. as its financial advisor); In re GT Advanced

Technologies Inc., Case No. 14-11916 (HJB) (Bankr. D.N.H. Dec. 12, 2014) [ECF Nos. 785 &

786] (creditors’ committee retained Houlihan as its investment banker and EisnerAmper LLP as

its financial advisor); In re Nortel Networks Inc., Case No. 09-10138 (KG) (Bankr. D. Del. Mar.

5, 2009 and July 9, 2015) [ECF Nos. 425 & 15843] (creditors’ committee retained Jefferies &

Company, Inc. as its investment banker and BRG, as successor to Capstone Advisory Group,

LLC, as its financial advisor).

31. The Committee believes that the hourly fee and expense structure proposed herein

appropriately reflects (a) the nature and scope of BRG’s services, (b) the substantial experience

of BRG’s professionals in providing financial advisory services in complex chapter 11 cases and

(c) the fee structures typically utilized by BRG and other financial advisory firms performing

services similar to those that BRG will provide in these Chapter 11 Cases. As set forth above

and in the Ordway Declaration, BRG will apply to the Court for compensation and

reimbursement of expenses in accordance with applicable provisions of the Bankruptcy Code

(including section 330), the Bankruptcy Rules, the Local Rules (including Local Rule 2016-1),

and the terms of any order establishing procedures for interim compensation that may be entered


15 ny-1201469

in these Chapter 11 Cases.

32. In light of the foregoing, the Committee respectfully submits that the retention of

BRG is reasonable and appropriate in these Chapter 11 Cases and in the best interests of the

Debtors, their creditors and their estates.

33. Notice of this Application will be provided to: (a) counsel for the Debtors, (b) the

Bankruptcy Administrator; (c) counsel for the agent for the Debtors’ prepetition secured credit

facility; (d) counsel for the indenture trustee for each of the Debtors’ outstanding bond issuances;

(e) counsel for the Steering Committee of First Lien Creditors; and (f) all persons and entities

that have filed a request for service of filings in these Chapter 11 Cases pursuant to Bankruptcy

Rule 2002. In light of the nature of the relief requested herein, the Committee submits that no

other or further notice is necessary.

NOTICE

34. No prior application for the relief requested herein has been made to this or any

other court.

NO PRIOR REQUEST

[Remainder of Page Intentionally Left Blank]


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WHEREFORE, the Committee respectfully requests entry of the Order granting

the relief requested herein and such other relief as the Court deems appropriate under the

circumstances.

Dated: Wilmington, Delaware September 21, 2015

THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS OF WALTER ENERGY, INC., et al.

By:

Sandra E. Horwitz, on behalf of Delaware Trust Company, as indenture trustee for the benefit of holders of the 9.875% Senior Notes due 2020, issued by Walter Energy, Inc., Co-Chair of the Official Committee of Unsecured Creditors of Walter Energy, Inc., et al.


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Filed by:

CHRISTIAN & SMALL LLP

Bill D. Bensinger /s/ Bill D. Bensinger

Daniel D. Sparks 1800 Financial Center 505 North 20th

Birmingham, Alabama 35203 Street

Telephone: (205) 250-6626 Facsimile: (205) 328-7234 E-mail: [email protected] [email protected] -and- MORRISON & FOERSTER LLP Brett H. Miller Lorenzo Marinuzzi Jennifer Marines Samantha Martin 250 West 55th

New York, New York 10019-9601 Street

Telephone: (212) 468-8000 Facsimile: (212) 468-7900 E-mail: [email protected] [email protected] [email protected] [email protected] Proposed Counsel for the Official Committee of Unsecured Creditors


ny-1201469

Exhibit A

Proposed Order


ny-1201469



ORDER AUTHORIZING THE EMPLOYMENT AND RETENTION OF BERKELEY RESEARCH GROUP, LLC AS FINANCIAL ADVISOR FOR THE OFFICIAL

COMMITTEE OF UNSECURED CREDITORS, NUNC PRO TUNC TO AUGUST 5, 2015

Upon the application (the “Application”)2 of the Official Committee of Unsecured

Creditors (the “Committee”) of Walter Energy, Inc., et al., (the “Debtors”) for entry of an order,

pursuant to sections 330 and 1103 of title 11 of the United States Code (the “Bankruptcy Code”),

Rules 2014(a) and 2016 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”)

and Rule 2016-1 of the Local Rules of Bankruptcy Practice and Procedure of the United States

Bankruptcy Court for the Northern District of Alabama (the “Local Rules”), authorizing the

Committee’s retention and employment of Berkeley Research Group, LLC (d/b/a

BRG/Capstone) (“BRG”), as its financial advisor, nunc pro tunc to August 5, 2015 pursuant to

the terms of the engagement letter between the Committee and BRG, dated as of August 5, 2015

1 The Debtors in these cases, along with the last four digits of each Debtor’s federal tax identification number, are: Walter Energy, Inc. (9953); Atlantic Development and Capital, LLC (8121); Atlantic Leaseco, LLC (5308); Blue Creek Coal Sales, Inc. (6986); Blue Creek Energy, Inc. (0986); J.W. Walter, Inc. (0648); Jefferson Warrior Railroad Company, Inc. (3200); Jim Walter Homes, LLC (4589); Jim Walter Resources, Inc. (1186); Maple Coal Co., LLC (6791); Sloss-Sheffield Steel & Iron Company (4884); SP Machine, Inc. (9945); Taft Coal Sales & Associates, Inc. (8731); Tuscaloosa Resources, Inc. (4869); V Manufacturing Company (9790); Walter Black Warrior Basin LLC (5973); Walter Coke, Inc. (9791); Walter Energy Holdings, LLC (1596); Walter Exploration & Production LLC (5786); Walter Home Improvement, Inc. (1633); Walter Land Company (7709); Walter Minerals, Inc. (9714); and Walter Natural Gas, LLC (1198). The location of the Debtors’ corporate headquarters is 3000 Riverchase Galleria, Suite 1700, Birmingham, Alabama 35244-2359. 2 Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Application.


2 ny-1201469

(the “Engagement Letter”); and the Court having jurisdiction to consider the Application and the

relief requested therein pursuant to 28 U.S.C. § 1334; and consideration of the Application and

the relief requested therein being a core proceeding pursuant to 28 U.S.C. § 157(b); and venue

being proper before this Court pursuant to 28 U.S.C. § 1408; and due and proper notice of the

Application having been provided, and it appearing that no other or further notice need be

provided; and the Court having reviewed the Application and determined that the employment of

BRG by the Committee is necessary and is in the best interest of the Debtors’ estates, creditors,

and other parties in interest, and that the terms of compensation being sought by the Application

are reasonable; and the Court having determined that the legal and factual bases set forth in the

Application and the Ordway Declaration establish just cause for the relief granted herein; and

upon all of the proceedings had before the Court, and after due deliberation and sufficient cause

appearing therefore, it is hereby ORDERED that:

1. The Application is approved, as set forth herein.

2. Pursuant to sections 330 and 1103(a) of the Bankruptcy Code, Bankruptcy Rules

2014 and 2016, and Local Rule 2016-1, the Committee is authorized to employ and retain BRG,

nunc pro tunc to August 5, 2015 as the Committee’s financial advisor in accordance with the

terms and conditions set forth in the Application and Engagement Letter, a copy of which is

annexed to the Application as Exhibit B.

3. BRG is authorized to provide the services set forth in the Coordination of

Responsibilities for Houlihan Lokey and Berkeley Research Group, LLC (d/b/a BRG-Capstone),

which is annexed to the Application as Exhibit D.

4. BRG shall file interim and final fee applications for the allowance of

compensation for services rendered and reimbursement of expenses in accordance with sections


3 ny-1201469

330 and 331 of the Bankruptcy Code, the Bankruptcy Rules and the Local Rules, and such other

procedures as may be fixed by order of this Court. The Debtors are authorized to pay, reimburse,

and indemnify BRG in accordance with the terms and conditions of, and at the times specified in,

the Engagement Letter.

5. For the avoidance of doubt, the terms of the Engagement Letter are approved in

all respects, including the Indemnity, except as explicitly limited or modified herein.

6. All requests of BRG for payment of indemnity, reimbursement, or contribution

pursuant to the Engagement Letter shall be made by application and shall be subject to review by

the Court to ensure that payment of such indemnity conforms to the terms of the Engagement

Letter and is reasonable based upon the circumstances of the litigation or settlement in respect of

which indemnity, reimbursement, or contribution is sought.

7. The relief granted herein shall be binding upon any chapter 11 trustee appointed

in these chapter 11 cases, or upon any chapter 7 trustee appointed in the event of a subsequent

conversion of these chapter 11 cases to cases under chapter 7 of the Bankruptcy Code.

8. The Committee and BRG are authorized and empowered to take all actions

necessary to implement the relief granted in and pursuant to this Order in accordance with the

Application and the Ordway Declaration.

9. The terms and conditions of this Order shall be immediately effective and

enforceable upon its entry, notwithstanding the possible applicability of Bankruptcy Rule

6004(h) or other Bankruptcy Rules.

10. To the extent there is an inconsistency between the terms and conditions set forth

in the Application or the Engagement Letter and this Order, the provisions of this Order shall

govern.


4 ny-1201469

11. The Court shall retain jurisdiction to hear and determine all matters arising from

the implementation of this Order.

Dated: October ___, 2015 Birmingham, Alabama

HONORABLE TAMARA O. MITCHELL, UNITED STATES BANKRUPTCY JUDGE


ny-1201469

Exhibit B

Engagement Letter


Berkeley Research Group LLC

181 W. Madison Street, Suite 2950 • Chicago, Illinois 60602 USA • P: 312-429-7900 ny‐1203331

Effective as of August 5, 2015

Co-Chair of Official Creditors’ Committee of Walter Energy, Inc, et al. Delaware Trust Company, as indenture trustee for the benefit of holders of the 9.875% Senior Notes due 2020, issued by Walter Energy, Inc. 2711 Centerville Road Wilmington, DE 19808 Attn: Ms. Sandra E. Horwitz

Re: Engagement Letter Regarding In re Walter Energy, Inc, et al., Case No. 15-02741-TOM11

Dear Ms. Horwitz, This letter agreement (the “Agreement”) confirms the terms under which the Official Committee of Unsecured Creditors of Walter Energy, Inc., et al. (the “Committee”) has engaged Berkeley Research Group, LLC (d/b/a BRG/Capstone) (“BRG”), effective as of August 5, 2015 (the “Effective Date”), to provide financial advisory services to the Committee in connection with the Chapter 11 cases (the “Case”) of Walter Energy, Inc. and its affiliated debtors and debtors-in-possession (the “Debtors”), pending in the United States Bankruptcy Court for the Northern District of Alabama (the “Bankruptcy Court”). 1. Services. All of the services that BRG will provide to the Committee will be: (i) appropriately directed by the Committee so as to avoid duplicative efforts among the professionals retained in the Case, and (ii) performed in accordance with applicable standards of the profession. BRG will provide such financial advisory services to the Committee and its legal advisors as they deem appropriate and feasible in order to advise the Committee in the course of the Case. Contemporaneously with the retention of BRG, the Committee also has retained Houlihan Lokey Capital, Inc. (“Houlihan”) to provide investment banking services to the Committee. The investment banking services that Houlihan is to provide to the Committee are separate and distinct from the restructuring and financial advisory services that BRG will be providing to the Committee. In order to ensure that there is no unnecessary duplication of services by either firm during the pendency of the Case, BRG and Houlihan will coordinate the services they are providing to the Committee. BRG intends to regularly communicate with the Committee and its legal advisors to insure that the actual financial advisory services performed are appropriate based on the status of the Case and needs of the Committee. BRG will provide the following services to the Committee as appropriate and as requested by the Committee, although the Committee may modify these directives during the course of the Case as appropriate:

1. Historical and current financial performance;


Page | 2 ny‐1203331

2. The underlying operational assumptions of the Company’s business plan(s) and financial forecasts to ensure credibility;

3. Cash collateral, including payment of pre-petition obligations and on-going performance against budget;

4. SEC filings, MORs, other financial reports, SOFAs and schedules 5. Claims management process; 6. Intercompany and/or related party transactions; 7. Contract assumption / rejection and surety bonding; 8. Preference payments, fraudulent conveyances, and other potential causes of action; 9. Employee needs and related costs; 10. Tax structure and claims; and 11. Expert testimony and or litigation/forensic work.

In addition to services related to these areas, we understand that we may be requested to participate, at the Committee’s request and to the extent appropriate, in meetings and discussions with the Committee, the Debtors, and the other parties-in-interest and with their respective professionals. 2. Work Product. We will submit our evaluations and analyses conducted pursuant to this Agreement in periodic oral or written reports. Before submitting our reports to the Committee, it may be necessary and appropriate for us to review certain information with management or the advisors of the Debtors for accuracy and validity. Written reports will not be given to the Debtors without the Committee’s prior approval. 3. Debtors’ Cooperation. In order for us to perform our services, it will be necessary for our personnel to have access to certain books, records and reports of the Debtors and certain non-Debtor subsidiaries, and to have discussions with their personnel and advisors. Accordingly, we assume that the Debtors have agreed to cooperate with our personnel, and to make available their personnel and any books, records and other sources from which data can be obtained. 4. Effect on Operations. We will perform our services in a manner which, we believe, will permit the business operations of the Debtors to proceed in an orderly manner, subject to the requirements of this engagement; our personnel may need to be on site to review data located at the offices of the Debtors and to discuss matters with their personnel.

5. Disclaimers Regarding Verification, Audit, Reliance, Scope and Update. Our reports will encompass only matters that come to our attention in the course of our work that we perceive to be significant in relation to the objectives of our engagement. Because of the time and scope limitations implicit in our engagement and the related limitations on the depth of our analyses and the extent of our verification of information, we may not discover all such matters or perceive their significance. Accordingly, we will be unable to and will not provide assurances in our reports concerning the integrity of the information used in our analyses and on which our findings and advice to the Committee may be based. We understand, and the Committee acknowledges, that we are not being requested to perform an audit nor apply generally accepted auditing standards or procedures. We understand, and the Committee acknowledges, that we are entitled, in general, to


Page | 3 ny‐1203331

rely on the accuracy and validity of the data disclosed to us or supplied to us by employees and representatives of the Debtors. We will not, nor are we under any obligation to, update data submitted to us or review any other areas unless the Committee specifically requests us to do so. 6. Level-of-Effort. Our work will be performed on a “level-of-effort” basis; that is, the circumstances of our engagement may cause our advice to be limited in certain respects based upon, among other matters, the extent of sufficient and available data and the opportunity for supporting investigations in the time period. 7. Committee Engagement. BRG is providing its services as the financial advisor to the Committee, and is not providing any services on behalf of the individual members of the Committee. To the extent any issue arises as to the scope, nature or substance of BRG’s analysis, BRG and the Committee, with the advice of Committee counsel, shall in good faith work to mutually resolve such issue. 8. Client Confidentiality. We understand that the Committee has agreed to treat any information received from BRG, whether orally or in writing, with the utmost confidentiality and, except as provided in this letter, will not publish, distribute or disclose in any matter any information developed by or received from us without our prior or written approval. Such approval shall not be unreasonably withheld. Our approval is not needed if (a) the information sought is required to be disclosed by an order binding on the Committee, Committee counsel, or BRG, issued by a court having competent jurisdiction over BRG (unless such order specifies that the information to be disclosed is to be placed under seal), (b) such information is otherwise publicly available, or (c) such information is shared with the Committee by the Debtors. If access to any of the materials in our possession relating to this engagement is sought by a third party, we will promptly notify the Committee of such action, tender to the Committee our defense in responding to such request, cooperate with the Committee concerning our response thereto and not tender such materials unless and to the extent counsel advises us is legally required. In the event that we are subpoenaed as the result of any work performed for the Committee in connection with this engagement, the Debtors’ estates will compensate us for our time involved, plus our reasonable attorneys’ fees and expenses, in responding to such subpoena(s). 9. BRG Confidentiality. We agree that all information, not publicly available, which is received by us from the Committee or the Debtors in connection with this engagement, will be treated confidentially by BRG, except as required by process of law or as authorized by the Committee. 10. Fees and Expenses. Our fees are typically based on the actual hours charged at our standard hourly rates which are in effect when the services are rendered; our rates are revised annually on January 1st. The rates charged by BRG professionals anticipated to be assigned to the Debtors’ cases are currently as follows:


Page | 4 ny‐1203331

Managing Directors $625 - $895 Staff $200 - $640

Support Staff $120 - $200 The rates for the BRG professionals anticipated to be assigned to this engagement are as follows: Edwin N. Ordway, Jr. ($895), Peter Chadwick ($825), Joseph Vizzini ($595), Adam Chonich ($475) and Alex Roque ($440). In addition, we will be reimbursed for our reasonable out-of-pocket expenses including, but not limited to, travel and lodging expenses, costs of reproduction, research, communications, our legal counsel, any applicable sales or excise taxes and other direct expenses. We will submit to the Bankruptcy Court monthly fee applications for all services rendered and expenses incurred during the prior month, as well as interim and final fee applications. It is our understanding that all invoices will be paid by the Debtors, subject to the applicable provisions of the Bankruptcy Code, the Bankruptcy Rules and the local rules of the Bankruptcy Court with jurisdiction, and pursuant to any additional procedures that may be established by the Bankruptcy Court specific for this matter. We acknowledge that none of the Committee, its constituents, nor any of its advisors or professionals (including, but not limited to Committee counsel), shall be liable for the fees, expenses or other amounts payable to BRG hereunder. It is understood that if BRG is requested to support Committee counsel in connection with any causes of action, including the preparation of expert reports and providing expert testimony, BRG will be compensated at our regular hourly rates, in effect at the time, and reimbursed for reasonable out-of-pocket expenses (including counsel fees). 11. Indemnification. In connection with our engagement to provide consulting services to the Committee, the Debtors agree to indemnify and hold harmless BRG against any and all losses, claims, damages, liabilities, penalties, judgments, awards, costs, fees, expenses and disbursements including, without limitation, defending any action, suit, proceedings or investigation (whether or not in connection with a proceeding or litigation in which BRG is a party), directly or indirectly, caused by, related to, based upon, arising out of or in connection with the engagement of BRG under this Agreement or any services rendered pursuant to such engagement, unless there is a final non-appealable order of a court of competent jurisdiction finding BRG directly liable for gross negligence or willful misconduct. The foregoing indemnification obligations of the Debtors shall survive any termination of this Agreement. These indemnification provisions extend to the members, employees, representatives, agents, independent contractors, counsel and affiliates of BRG. All requests for payment of indemnity provided herein shall be made by means of an application and review of the Bankruptcy Court in accordance with an order of the Bankruptcy Court approving the Committee’s engagement of BRG. We acknowledge that neither the Committee nor any of its individual members shall have any liability hereunder for the indemnification in favor of BRG by the Debtors.


Page | 5 ny‐1203331

12. Advertising. Notwithstanding anything to the contrary contained herein, BRG shall have the right to disclose this engagement and/or the successful completion of its services hereunder in advertisements describing its services placed, at its own expense, in financial and other newspapers or otherwise.

13. Conflicts. We confirm that no member of BRG has any financial interest or business connection with the Debtors and, as more fully described in the affidavit of Edwin N. Ordway, Jr. in support of BRG’s retention by the Committee, we are aware of no matter that would constitute a conflict in connection with this engagement. BRG has been engaged by, currently is engaged by and in the future will likely be engaged by certain entities that are involved in the Case, including members of the Committee, claimants or interest holders of the Debtors, their subsidiaries and affiliates, in each case in matters wholly unrelated to the Debtors, their bankruptcy cases or such parties’ claims against or interest in the Debtors. In addition, BRG sometimes is engaged by formal and ad hoc committees of creditors and interest holders in bankruptcy and other financial restructuring matters. We believe that such engagements have no bearing on the services for which BRG is being engaged in this Case. BRG will not advise any of these entities with respect to the Debtors’ bankruptcy cases or have any relationships with any such entities that would be adverse to the interests of the Committee. 14. Document Policy. Pursuant to BRG’s document retention policy, in general, short-term documents will be destroyed when no longer relevant to the related matter (such as when a draft report has been superseded or if the information is available publicly or from the Debtors). Ongoing client files will be retained, in either hard copy or electronic format, for six (6) months following the conclusion of our engagement, after which time the Committee will be provided written notice that the file will be scheduled for destruction. The Committee may obtain copies of all or any portion of its file at any time prior to the file’s destruction. 15. Termination. We understand that the Committee may terminate this agreement on thirty days prior written notice. If the Committee terminates this engagement, the Debtors will not be held responsible for fees that accrued after the date of termination, other than those fees and expenses related to any requirement to testify at any administrative or judicial proceeding related to this matter or to perform any related investigation as specified above. 16. Modification. This Agreement (a) constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes any other communications, understandings or agreements (both written and oral) among the parties with respect to the subject matter hereof, and (b) may be modified, amended or supplemented only by written agreement among all the parties hereto. It is our intention to work closely with the Committee and to discuss our engagement regularly. This should facilitate our progress and serve to confirm or modify the scope of our engagement on an ongoing basis.


Page | 6 ny‐1203331

All of us at Berkeley Research Group, LLC thank the Committee for choosing us to advise the Committee, and look forward to working with you on this engagement. Please sign and return a copy of this engagement letter signifying the Committee’s agreement with the terms and provisions herein. If the Committee has any questions, please call Edwin N. Ordway, Jr. at (212) 782-1432. Very truly yours, Berkeley Research Group, LLC Accepted and agreed to as of the Effective Date: BERKELEY RESEARCH GROUP, LLC By: _/s/ Marvin A. Tenenbaum _______

Marvin A. Tenenbaum Senior Vice President and General Counsel, Berkeley Research Group, LLC


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THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS OF Walter Energy, Inc., ET AL. By: Delaware Trust Company, Co-Chair of the Committee

______________________________ Sandra E. Horwitz Managing Director


ny-1201469

Exhibit C

Ordway Declaration


ny-1201469



DECLARATION OF EDWIN N. ORDWAY, JR. IN SUPPORT OF APPLICATION OF

THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS FOR ENTRY OF AN ORDER AUTHORIZING THE EMPLOYMENT AND RETENTION OF

BERKELEY RESEARCH GROUP, LLC AS FINANCIAL ADVISOR, NUNC PRO TUNC TO AUGUST 5, 2015

I, Edwin N. Ordway, Jr., make this declaration pursuant to 28 U.S.C. § 1746, and state:

1. I am a Managing Director and a member2 of Berkeley Research Group, LLC

(d/b/a BRG/Capstone) (“BRG”), a professional services firm with offices located at 104 West

40th Street, 16th Floor, New York, NY 10018, among other locations. I am duly authorized to

make this declaration (the “Declaration”) on behalf of BRG in support of the application

(“Application”)3 of the Committee to employ BRG as its financial advisor in these Chapter 11

Cases nunc pro tunc to August 5, 2015. Unless otherwise stated in this Declaration, I have

1 The Debtors in these cases, along with the last four digits of each Debtor’s federal tax identification number, are: Walter Energy, Inc. (9953); Atlantic Development and Capital, LLC (8121); Atlantic Leaseco, LLC (5308); Blue Creek Coal Sales, Inc. (6986); Blue Creek Energy, Inc. (0986); J.W. Walter, Inc. (0648); Jefferson Warrior Railroad Company, Inc. (3200); Jim Walter Homes, LLC (4589); Jim Walter Resources, Inc. (1186); Maple Coal Co., LLC (6791); Sloss-Sheffield Steel & Iron Company (4884); SP Machine, Inc. (9945); Taft Coal Sales & Associates, Inc. (8731); Tuscaloosa Resources, Inc. (4869); V Manufacturing Company (9790); Walter Black Warrior Basin LLC (5973); Walter Coke, Inc. (9791); Walter Energy Holdings, LLC (1596); Walter Exploration & Production LLC (5786); Walter Home Improvement, Inc. (1633); Walter Land Company (7709); Walter Minerals, Inc. (9714); and Walter Natural Gas, LLC (1198). The location of the Debtors’ corporate headquarters is 3000 Riverchase Galleria, Suite 1700, Birmingham, Alabama 35244-2359. 2 Equity owners of limited liability companies are referred to as “members” and such term is used herein. 3 Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Application.


2 ny-1201469

personal knowledge of the facts set forth herein and, if called as a witness, I could and would

testify thereto.4

BRG’S QUALIFICATIONS

2. BRG is well-suited to act as financial advisor to the Committee in these Chapter

11 Cases in light of the significant experience BRG’s professionals have providing advice in the

areas of forensic analysis, claims management, contract assumption and rejection and avoidance

actions. BRG professionals have acted as financial advisor, crisis manager, and corporate officer

in middle market to large multinational restructurings across a wide array of industries, and have

experience in restructuring, transaction advisory, litigation support, solvency and valuation

matters.

3. Professionals employed by BRG have provided financial advisory and related

services in restructurings and reorganizations throughout the United States on behalf of various

case constituencies. For example, BRG professionals have assisted and advised debtors and

official committees in numerous bankruptcy cases, including among others: In re Quicksilver

Resources Inc., et al., Case No. 15-10585 (LSS) (Bankr. D. Del. May 8, 2015) [ECF No. 331]; In

re Reichhold Holdings US, Inc., Case No. 14-12237 (MFW) (Bankr. D. Del. Nov. 21, 2014)

[ECF No. 261]; In re Brookstone Holdings Corp., Case No. 14-10752 (BLS) (Bankr. D. Del.

May 19, 2014) [ECF No. 369]; In re MF Global Holdings, Ltd., Case No. 11-15059 (MG)

(Bankr. S.D.N.Y. Feb. 9, 2012) [ECF No. 435]; In re Refco Inc., Case No. 05-60006 (RDD)

(Bankr. S.D.N.Y. July 17, 2006) [ECF No. 2408]; In re Old Carco LLC, (f/k/a Chrysler LLC),

Case No. 09-50002 (SMB) (Bankr. S.D.N.Y. May 20, 2009) [ECF No. 1301]; In re Tropicana

Entertainment, LLC, Case No. 08-10856 (KJC) (Bankr. D. Del. Aug. 8, 2008) [ECF No. 742]; In

4 Certain of the disclosures set forth herein relate to matters within the knowledge of other professionals at BRG and are based on information provided by them.


3 ny-1201469

re Spiegel Inc., Case No. 03-11540 (BRL) (Bankr. S.D.N.Y. Mar. 18, 2004) [ECF No. 1437]; In

re W.R. Grace & Co., Case No. 01-01139 (KJC) (Bankr. D. Del. June 8, 2004) [ECF No. 5758];

In re Penson Worldwide Inc., Case No. 13-10061 (LSS) (Bankr. D. Del. Mar. 14, 2013) [ECF

No. 310]; and In re Nortel Networks Inc., Case No. 09-10138 (KJG) (Bankr. D. Del. Mar. 4,

2009) [ECF No. 431]. BRG’s professionals have likewise advised creditors, bondholders,

investors, and others in numerous additional bankruptcy cases, including: In re Kmart Corp.,

Case No. 02-02474 (SPS) (Bankr. N.D. Ill.); In re Adelphia Comm’ns Corp., Case No. 02-41729

(REG) (Bankr. S.D.N.Y.); In re Owens-Corning Corp., Case No. 00-03837 (KG) (Bankr. D.

Del.); In re PBE Corporation (f/k/a Polaroid Corporation), Case No. 08-46617 (GK) (Bankr. D.

Minn.); In re AI Realty Marketing of N.Y., Inc. and Sunbeam Corp., Case No. 01-40252 (AJG)

(Bankr. S.D.N.Y. ); In re U.S. Office Products Company, Case No. 01-00646 (KF) (Bankr. D.

Del.); In re Collins & Aikman Corporation, Case No. 05-55927 (SWR) (Bankr. E.D. Mich.); In

re Federal-Mogul Global, Inc., Case No. 01-10578 (CSS) (Bankr. D. Del.); In re SemCrude,

L.P., Case No. 08-11525 (BLS) (Bankr. D. Del.); and In re Calpine Corporation, Case No. 05-

60200 (CGM) (Bankr. S.D.N.Y.).5

4. Based on the experience that BRG’s professional employees have in the large,

complex chapter 11 cases listed above, among others, I believe that BRG is well-qualified to

provide financial advisory services to the Committee in a cost-effective, efficient and timely

manner.

SERVICES TO BE RENDERED

35. Subject to the Court’s approval, and in accordance with the Engagement Letter

and the Allocation, BRG anticipates providing financial advisory services with respect to the

5 The professionals provided services in some of these cases prior to joining BRG.


4 ny-1201469

following areas:6

a) Historical and current financial performance;

b) The underlying operational assumptions of the Debtors’ business plan(s) and financial forecasts to ensure credibility;

c) Cash collateral, including payment of pre-petition obligations and on-going performance against budget;

d) SEC filings, MORs, other financial reports, SOFAs and schedules;

e) Claims management process;

f) Intercompany and/or related party transactions;

g) Contract assumption and rejection issues, as well as surety bonding issues;

h) Preference payments, fraudulent conveyances, and other potential causes of action;

i) Employee needs and related costs;

j) Tax structure and claims; and

k) Expert testimony and or litigation/forensic work.

NO DUPLICATION OF SERVICES

36. The services that BRG will provide to the Committee are separate and distinct

from, and complementary to, the services that Houlihan Lokey will provide to the Committee.

To achieve case efficiencies and ensure that there is no unnecessary duplication of services by

either firm during the pendency of these Chapter 11 Cases, the Committee requested that

Houlihan Lokey and BRG confer regarding an appropriate division of projects and

responsibilities. Thereafter, the Committee reviewed the proposed Allocation and, after further

refinements, has approved the Allocation attached to the Application as Exhibit D and

incorporated into the terms of the Engagement Letter and the Application.

6 This Application summarizes the terms of the Engagement Letter. To the extent there is a conflict between the Application and the Engagement Letter, the Engagement Letter will govern.


5 ny-1201469

37. Under the Allocation, BRG will provide discrete analyses regarding, among other

things, historical and current financial performance, and budgeting and cash management

activities, whereas Houlihan Lokey will provide broader strategic investment banking advice.

BRG’s professionals have regularly worked in a co-advisory role with other professionals,

including investment bankers, and therefore, have significant experience working cooperatively

while minimizing duplication of efforts.

PROFESSIONAL COMPENSATION

5. BRG’s hourly rates for the services provided by its personnel differ based upon,

among other things, each professional’s level of experience, geographic differentials, and the

types of services being provided. The current standard hourly rates for BRG personnel who will

work on this engagement are as follows:

Title 2015

Managing Directors $625 - $895

Staff $200 - $640 Support staff $120 - $200

These hourly rates are subject to periodic adjustment, in the ordinary course of business to

reflect, among other things, personnel promotions, other changes in responsibilities, and

increases in the cost of doing business. Any such adjustments will be noted on the invoices for

the first time period in which the revised rates become effective.7 The rates for the BRG

professionals anticipated to be assigned to this engagement are as follows: Edwin N. Ordway, Jr.

($895), Peter Chadwick ($825), Joseph Vizzini ($595), Adam Chonich ($475) and Alex Roque

($440). These hourly rates are commensurate with the fees charged to BRG’s other clients and

in other cases comparable in size and complexity to these Chapter 11 cases (provided such

7 Under normal circumstances, BRG adjusts its hourly rates annually on January 1.


6 ny-1201469

clients are billed hourly).

6. In addition to compensation for professional services rendered, BRG will seek

reimbursement for reasonable and necessary expenses incurred, including but not limited to

travel and lodging expenses, business meals, costs of reproduction, research, overnight delivery

charges, legal counsel, any applicable sales or excise taxes and other direct expenses. BRG will

not charge the Committee for internal or overhead costs or document production services

(including regular secretarial and word processing time). If necessary, BRG will request

compensation for any time and expenses (including, without limitation, reasonable legal fees and

expenses) that may be incurred in considering or responding to discovery requests or other

requests for documents or information, or in participating as a witness or otherwise in any legal,

regulatory, or other proceedings.

7. BRG acknowledges that the Committee, its constituents, and its advisors and

professionals (including, but not limited to counsel), shall not be liable for the fees, expenses or

other amounts payable to BRG under the Engagement Letter, and that the Debtors shall bear sole

responsibility for such fees, expenses and other amounts due.

8. BRG intends to apply to the Court for compensation for professional services

rendered and reimbursement of expenses in accordance with the applicable provisions of the

Bankruptcy Code (including section 330), the Bankruptcy Rules, the Local Rules (including

Local Rule 2016-1), the Order, and the terms of the Court’s order establishing procedures for

interim compensation entered in these Chapter 11 Cases. Regardless of the timing and manner

of interim compensation procedures established in these Chapter 11 Cases, BRG understands

that, subject to this Court’s orders, BRG will be required to apply for final allowance of fees at

the end of the bankruptcy cases.


7 ny-1201469

9. BRG will maintain records of its time in support of any fees in one-tenth of an

hour increments, and will include reasonably detailed descriptions of the services provided on

behalf of the Committee. BRG also will maintain records of all costs and expenses incurred in

connection with the services rendered.

10. No promises have been received by BRG nor any member, or employee thereof,

regarding payment or compensation in connection with these cases other than in accordance with

the provisions of the Bankruptcy Code. Except for internal agreements among the members,

employees and independent contractors of BRG regarding the sharing of revenue or

compensation, neither BRG nor any of its members, employees, or independent contractors has

entered into an agreement or understanding to share compensation with any other entity as

described in Bankruptcy Rule 2016.

INDEMNIFICATION

11. Pursuant to section 11 of the Engagement Letter, the Debtors will provide BRG

with certain rights of indemnification (the “Indemnity”), as more thoroughly described in the

Engagement Letter. BRG acknowledges that neither the Committee nor any of its individual

members shall have any liability for the Indemnity.

12. BRG believes that the indemnification, contribution, and reimbursement

provisions reflected in the Engagement Letter are customary and reasonable terms of

engagement for financial advisors such as BRG in cases in this and other districts. Further, the

Indemnity includes customary qualifications and limits on the indemnification and liability

provisions.


8 ny-1201469

BRG’S DISINTERESTEDNESS

13. To the best of my knowledge, information and belief formed after reasonable

inquiry, BRG is a “disinterested person” as that term is defined in section 101(14) of the

Bankruptcy Code because (a) BRG has no connection with the Debtors, their creditors, equity

security holders or other parties in interest in these Chapter 11 Cases; (b) BRG does not have or

represent any entity having an interest adverse to the interests of the Debtors’ estates or of any

class of creditors or equity security holders; and (c) neither BRG nor any of its professionals and

employees who will work on this engagement (i) is a creditor, equity security holder or an

insider of the Debtors or (ii) is or was, within two years before the Petition Date, a director,

officer, or employee of any of the Debtors. Moreover, to the best of my knowledge, information

and belief formed after reasonable inquiry, BRG and its members have no interests that are

materially adverse to the Debtors’ estates or the creditors in these chapter 11 cases.

14. To determine BRG’s relationship with parties in interest in these Chapter 11

Cases, in preparing this Declaration, I caused the names identified by the Debtors to BRG and

included on the list annexed here to as Exhibit C-1, to be researched in BRG’s internal client

database. As set forth in Exhibit C-2, attached hereto, BRG has certain relationships with certain

parties-in-interest in these cases, but such relationships are unrelated to the Debtors and these

cases.

15. From time to time, BRG may be asked to value and manage the liquidation of

assets of investment funds. Such investment funds could, from time to time, take positions in

debt or equity of the Debtors, without BRG’s knowledge or consent. BRG has no pecuniary

interest in such investment funds, nor will BRG profit from the value realized from the sale of

their assets. To the extent any member or employee of BRG is utilized for valuation expertise on


9 ny-1201469

behalf of the Committee (and, accordingly, given access to confidential information), that

member or employee will not perform any valuation work on any debt or equity securities of the

Debtors for any investment fund for the duration of this engagement. Similarly, if BRG is

providing valuation work on any debt or equity securities of the Debtors for any investment fund

for the duration of this engagement then the BRG member or employee undertaking such work

will be restricted from, and have no access to, any confidential information of the Debtors.

16. To the extent I, or any member of BRG, discover any additional facts bearing on

the matters described herein, which are required to be disclosed during the period of the

Committee’s retention of BRG, I will supplement the information contained in this Declaration.

17. To the best of my knowledge, BRG has not been engaged to assist any entity or

person other than the Committee on matters relating to, or in connection with, these Chapter 11

Cases. If this Court approves the proposed employment of BRG by the Committee, then BRG

will not accept any engagement or perform any services in these cases for any entity or person

other than the Committee. BRG may, however, continue to provide professional services to, and

engage in commercial or professional relationships with, entities or persons that may be creditors

of the Debtors in these Chapter 11 Cases; provided, however, that such services do not and will

not relate to, or have any direct connection with, these Chapter 11 Cases.

18. BRG has not provided, and will not provide, any professional services to the

Debtors, any other creditors, other parties in interest, or their respective attorneys and

accountants with regard to any matter related to these chapter 11 cases.


ny-1201469

Exhibit C-1

LIST OF POTENTIAL PARTIES IN INTEREST


ny-1201469

(A) DEBTORS, NON-DEBTOR AFFILIATES, AND SUBSIDIARIES

0541237 B.C. LTD.

ATLANTIC DEVELOPMENT & CAPITAL, LLC

ATLANTIC LEASECO, LLC

BELCOURT SAXON

BELCOURT SAXON COAL, LTD.

BLACK WARRIOR METHANE CORP.

BLACK WARRIOR TRANSMISSION CORP.

BLUE CREEK COAL SALES, INC.

BLUE CREEK ENERGY, INC.

BRULE COAL PARTNERSHIP

BRULE COAL ULC

CAMBRIAN ENERGYBUILD HOLDINGS ULC

CARDEM INSURANCE CO., LTD.

ENERGYBUILD GROUP, LTD.

ENERGYBUILD HOLDINGS, LTD.

ENERGYBUILD MINING, LTD.

ENERGYBUILD OPENCAST, LTD.

ENERGYBUILD, LTD

HAMER PROPERTIES, INC.

J.W. WALTER, INC.

J.W.I. HOLDINGS CORPORATION

JEFFERSON WARRIOR RAILROAD COMPANY, INC.

JIM WALTER HOMES, LLC

JIM WALTER RESOURCES, INC.


2 ny-1201469

LAND HOLDINGS CORPORATION

MAPLE COAL CO., LLC

MINERAL EXTRACTION AND HANDLING, LTD.

PINE VALLEY COAL, LTD.

SLOSS-SHEFFIELD STEEL & IRON CO.

SP MACHINE, INC.

TAFT COAL SALES & ASSOCIATES, INC.

TUSCALOOSA RESOURCES, INC.

V MANUFACTURING CO.

WALTER BLACK WARRIOR BASIN, LLC

WALTER CANADIAN COAL PARTNERSHIP

WALTER CANADIAN COAL ULC

WALTER COKE, INC.

WALTER ENERGY CANADA HOLDINGS, INC.

WALTER ENERGY HOLDINGS, LLC

WALTER ENERGY, INC.

WALTER EXPLORATION & PRODUCTION, LLC

WALTER HOME IMPROVEMENT, INC.

WALTER LAND COMPANY

WALTER MINERALS, INC.

WALTER NATURAL GAS, LLC

WILLOW CREEK COAL PARTNERSHIP

WILLOW CREEK COAL ULC

WOLVERINE COAL PARTNERSHIP

WOLVERINE COAL ULC


3 ny-1201469

(B) SIGNIFICANT SHAREHOLDERS

ALDEN GLOBAL CAPITAL LTD.

BANK OF AMERICA MERRILL LYNCH (US)

BLACKROCK INSTITUTIONAL TRUST COMPANY, N.A.

CREDIT SUISSE SECURITIES (USA) LLC

DEUTSCHE ASSET MANAGEMENT AMERICAS

GOLDMAN SACHS & COMPANY, INC.

THE VANGUARD GROUP, INC.

(C) ADMINISTRATIVE AGENT

MORGAN STANLEY SENIOR FUNDING, INC.

(D) INDENTURE TRUSTEE

WILMINGTON TRUST, N.A.

(E) OPERATIONAL COUNTERPARTIES

ARP PRODUCTION COMPANY LLC

ATLAS RESOURCE PARTNERS, LP

BELCOURT SAXON COAL LIMITED PARTNERSHIP

BLACK WARRIOR METHANE CORP

BLACK WARRIOR TRANSMISSION CORP

CONOCOPHILLIPS

PEACE RIVER COAL INC.

(F) CURRENT AND FORMER (PAST 3 YEARS) DIRECTORS, OFFICERS, AND BOARD MEMBERS

WALTER J. SCHELLER, III

WILLIAM G. HARVEY

EARL H. DOPPELT

KEVIN M. HARRIGAN


4 ny-1201469

MICHAEL D GRIFFIN

A.J. WAGNER

AL KANGAS

BERNARD G. RETHORE

BILL STANHOUSE (CORPORATE COMMUNICATIONS)

BRIAN CHOPIN

CALVEN SWINEA

CAROL W. FARRELL

CHARLES C STEWART

CHARLES P. WILLIS

CHRISTOPHER JOHN DANIELS

DANIEL P CARTWRIGHT

DAN GRUCZA

DANNY L STICKEL

DARREN MAWHINNEY

DAVID LORTIE

GRAHAM MASCALL

GUY HENSLEY

JAMEY RAMSEY

JEANNE BARLOW

JERRY W. KOLB

JOHN MCMILLAN

JOSEPH B. LEONARD

KATHY LOVE

KELLI GANT

LIBRARY REQUEST PENDING

MARY R. "NINA" HENDERSON

MICHAEL R. HURLEY

MICHAEL T. MADDEN

MICHAEL T. TOKARZ

MITCHELL MATAYA


5 ny-1201469

PATRICK A. KRIEGSHAUSER

RICHARD A. DONNELLY

ROBERT P. KERLEY

ROBERT SCHNEID

STEPHANIE T. KEY

THOMAS J. LYNCH

DAVID R. BEATTY

HOWARD L. CLARK, JR.

KEITH CALDER

GEORGE R. RICHMOND

VICTOR P. PATRICK

MARK J. O'BRIEN

GREGORY E. HYLAND

DONALD N. BOYCE

DON DEFOSSET

(G) BANKS AT WHICH DEBTORS MAINTAIN DEPOSITORY, CONCENTRATION, DISBURSEMENT, OPERATING, OR RELATED ACCOUNTS

BANK OF AMERICA

JP MORGAN

REGIONS BANK

BB&T

SCOTIA BANK

COMERICA

LLOYDS

BANK OF BUTTERFIELD

(H) SECURED PARTIES

ATCO STRUCTURES & LOGISTICS LTD

BANK OF AMERICA N A AS ADMINISTRATIVE AGENT

BRANDT TRACTOR LTD.


6 ny-1201469

CATERPILLAR FINANCIAL SERVICES CORPORATION

CATERPILLAR FINANCIAL SERVICES LIMITED

COMERICA LEASING CORPORATION

DELL FINANCIAL SERVICES L.L.C.

GATX CORPORATION

GE CAPITAL CANADA EQUIPMENT FINANCING & LEASING COMPANY

GENERAL ELECTRIC CAPITAL CORPORATION

HORIZON NORTH CAMP & CATERING INC.

IKON FINANCIAL SVCS

INARI INC.

JOY TECHNOLOGIES INC.

KEY EQUIPMENT FINANCE CANADA LTD

KKR CREDIT ADVISORS

KKR DEBT INVESTORS II (2006)

MARYLAND STATE RETIREMENT AND PENSION SYSTEM

MORGAN STANLEY SENIOR FUNDING, INC. , AS COLLATERAL AGENT

NATIONAL LEASING GROUP INC.

NEATHERLIN NINA

OREGON PUBLIC EMPLOYEES RETIREMENT FUND

PHILLIPS MACHINE SERVICE, INC.

PRESIDIO INVESTORS LIMITED

SERVISFIRST BANK

SPRUCE INVESTORS LIMITED

SPRUCE INVESTORS II LIMITED PARTNERSHIP

THE CIT GROUP/EQUIPMENT FINANCING INC


7 ny-1201469

THE FIFTH THIRD LEASING COMPANY

THE HUNTINGTON NATIONAL BANK

THE MCPHERSON COMPANIES, INC.

THOMPSON TRACTOR CO., INC.

TRANSPORTACTION LEASE SYSTEMS INC.

WILMINGTON TRUST, NATIONAL ASSOCIATION, AS COLLATERAL AGENT

XEROX CANADA LTD

(I) SIGNIFICANT CUSTOMERS

A NEILSEN

ABC COKE

ACOMINAS

AK STEEL

ALABAMA POWER

AMALGMATED SUGAR

AMS BRAZIL

AMS BSM

AMS MEXICO

ANGLO (PEACE RIVER)

APC BTU ADJ

APCO

APPALACHIAN POWER COMPANY

ARCELOR

ARCELORMITTAL SOURCING

AVANI RESOURCES

BAOSTEEL


8 ny-1201469

BAYER CORP

BENERGY

BLUE CREEK COAL SALES

BREMEN CASTINGS

CALGON CARBON CORPORATION

CAPITAL STEEL

CARMEUSE

CASH SALES

CEDAR SPRING GA

CEMEX DEMOPOLIS

CEMEX GA

CHINA RAILWAY MATERIALS

CHINA STEEL

CHOCTAW LOADINGN FEE

CITGO PETROLEUM

CORUS

COSIPA

CPL

CRM

CSN

DALTON CORPORATION

DBK

DEETER FOUNDRY

DILLIGEN HUETTE

DRUMMOND


9 ny-1201469

ECI

EGL

EMERALD INTERNATIONAL CORPORATION

ERDEMIR

ERI

FREIGHT REVENUE DILLIGEN HUETTE

GA PACIFIC

GLEN ALLEN RAIL

GREAT LAKES CASTING

GREDE BROWNTON

GREDE IRON MOUNT

GREDE REEDSBURG

GRIFFIN PIPE

GUNITE CORPORATION

HARGREAVES

HICKMAN WILLIAMS

HUETTEN WERKE KRUPP

HYUNDAI

ILVA

INDIA

INDIA (JSW)

IP GA PACIFIC

ISDEMIR

ITOUCHI

JSW


10 ny-1201469

KAUTEX TEXTRON

KENTUCKY NATURAL RESOURCES

KOBE

KOPPERS INC.

LUCCHINI

M RESOURCES

MID-CONTINENT

MIT CHEM

MITSUBISHI CHEMICAL

MITSUI

NATIONAL CEMENT

NEENAH ENTERPRISE

NEVILLE COKE, LLC

NISSHIN

NOREC/SSI

NSSMC

OSCO INDUSTRIES

POSCO

PRITCHARD MINING C. INC.

ROCK TENN

ROCK WOOL MANUFACTURING

RURHKOHLE

RUUKKI

SALZGITTER

SIDERAR


11 ny-1201469

SOUTHERN COAL - GA PACIFIC

SSAB

SUNCOKE ENERGY

TAFT

THERMAFIBER

THYSSEN KRUPP

TKS CSA

TRINITY COAL CORPORATION

U.S. PIPE

US STEEL

USIMINAS

VOESTALPINE

WALTER COKE, INC.

WATCO

WILSON INDUSTRIES

(J) SURETY BOND HOLDERS

ARCH INSURANCE

ASPEN INSURANCE

(K) UNIONS

CONSTRUCTION AND ALLIED WORKERS' UNION, LOCAL 68 AFFILIATED WITH THE CHRISTIAN LABOUR ASSOCIATION OF CANADA

NATIONAL UNION OF MINEWORKERS, SOUTH WALES AREA

UNITED MINE WORKERS OF AMERICA

UNITED STEEL WORKERS LOCAL 1-424

UNITED STEELWORKERS (USW), A.F.L. - C.I.O. - C.L.C., LOCAL UNION NO. 12014

(L) PERMIT ISSUERS AND REGULATORS RELEVANT TO THE DEBTORS


12 ny-1201469

ALABAMA DEPARTMENT OF ENVIRONMENTAL MANAGEMENT (ADEM )

ALABAMA SURFACE MINING COMMISSION (ASMC)

CITY OF BIRMINGHAM

JEFFERSON COUNTY DEPARTMENT OF HEALTH (JCDOH)

PUBLIC SERVICE COMMISSION (PSC)

U.S. DEPARTMENT OF TRANSPORTATION

US NUCLEAR REGULATORY COMMISSION (NRC)

WV DEPARTMENT OF ENVIRONMENTAL PROTECTION (DEP)

WV DEPARTMENT OF NATURAL RESOURCES (DNR)

WV OSMHT

(M) RELEVANT TAXING AUTHORITIES

ALABAMA DEPARTMENT OF REVENUE

BRITISH COLUMBIA MINISTRY OF FINANCE

CANADA REVENUE AGENCY

DELAWARE SECRETARY OF STATE

DEPARTMENT OF THE TREASURY (IRS)

SECRETARY OF THE INTERIOR

WEST VIRGINIA DEPARTMENT OF REVENUE

(N) ATTORNEYS, FINANCIAL ADVISORS, ACCOUNTANTS AND OTHER PROFESSIONALS

AKIN GUMP

ALIXPARTNERS, LLP

BLACKSTONE ADVISORY PARTNERS L.P.

BRADLEY ARANT BOULT CUMMINGS LLP

ERNST & YOUNG LLP

KEKST AND COMPANY


13 ny-1201469

KPMG

LAZARD

MAYNARD, COOPER & GALE, P.C.

OGLETREE, DEAKINS, NASH, SMOAK & STEWART, P.C.

OSLER, HOSKIN & HARCOURT LLP

PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP

(O) INSURERS

ACE (STARR TECH)

ACE AMERICAN

ACE AMERICAN INSURANCE COMPANY

ACE BERMUDA

ACE INA INSURANCE

ADMIRAL INSURANCE COMPANY

AES 1225

AFB 2623

AIG EUROPE LIMITED

ALLIANZ INSURANCE PLC

ALLIED WORLD ASSURANCE CO.

ALLIED WORLD NATIONAL ASSURANCE COMPANY

ALTERRA

ALTERRA EXCESS AND SURPLUS INSURANCE COMPANY

ALTERRA US

AMA 1200

AMERICAN GUARANTEE & LIABILITY

AMERICAN INTERNATIONAL GROUP, INC. (AIG)


14 ny-1201469

ANV

APL/FSR 1969/1861

ARGO RE

ASPEN SPECIALTY INSURANCE COMPANY

AUW

AWAC

AXIS SURPLUSE INSURANCE COMPANY

BERKLEYPRO

BRIT 2987

CARDEM INSURANCE COMPANY LTD.

CATLIN CANADA INC.

CATLIN CANADA INC. (LLOYD'S SYNDICATE 2003)

CHUBB INSURANCE COMPANY OF CANADA

CHUBB SPECIALTY INSURANCE

EXECUTIVE RISK INDEMNITY (CHUBB)

FIRST MERCURY INS. CO

FREEDOM SPECIALTY

FREEDOM SPECIALTY INSURANCE COMPANY

GREAT LAKES

GREAT LAKES REINSURANCE (UK) LTD.

HARDY

HCC SPECIALTY

HIS 33

HOUSTON CASUALTY

HOUSTON SPECIALTY


15 ny-1201469

ICBC AUTOPLAN INSURANCE

INSURANCE CORPORATION OF BRITISH COLUMBIA

INTACT INSURANCE CO.

IRONSHORE

IRONSHORE EUROPE LTD

IRONSHORE INDEMNITY

IRONSHORE INDEMNITY INC.

LANDMARK (RSUI)

LANDMARK AMERICAN INSURANCE COMPANY

LIBERTY INTERNATIONAL UNDERWRITER

LIBERTY MUTUAL INSURANCE COMPANY

LLOYD'S OF LONDON

LLOYD'S UNDERWRITERS

MARSH CANADA LIMITED

MAXUM INDEMNITY COMPANY

MMX 2010

MONTPELIER

MSP 318

NATIONAL FIRE & MARINE BERKSHIRE

NATIONAL UNION FIRE INS CO. (AIG)

NATIONAL UNION FIRE INS CO. OF PITTSBURGH PA (AIG)

NOA

NORTHBRIDGE INSURANCE

OCIL

OLD REPUBLIC INS. CO. (CUG)


16 ny-1201469

OLD REPUBLIC INSURANCE COMPANY

PARTNER RE

QBE INSURANCE EUROPE LIMITED

ROCKWOOD CASUALTY

SELF-INSURED (NA)

SENECA

SENECA INSURANCE COMPANY, INC.

SJC (CATLIN)

STARR SURPLUS

STARR TECH/ACE

THE HARTFORD AND STEAM BOILER INSPECTION AND INSURANCE COMPANY

WESTCHESTER

WESTCHESTER SURPLUS LINES INSURANCE COMPANY

WILLIS G360

WORLDSOURCE

WRB 1967

XL INS CO PLC

XL INSURANCE CO. LIMITED

XL INSURANCE COMPANY LTD

XL SPECIALTY

XL SPECIALTY INS. CO.

XL SPECIALTY INSURANCE COMPANY

ZURICH AMERICAN

(P) KEY VENDORS

A & A RESOURCES


17 ny-1201469

AL POWER COMPANY

ALABAMA POWER COMPANY

ALABAMA SLING CENTER

ALABAMA STATE PORT AUTHORITY

ALABAMA WARRIOR RAILWAY, LLC

ALPHA COAL SALES CO INC (W)

AWS INCORPORATED

BAMA MINE & MILL, INC.

BC HYDRO

BIRMINGHAM RAIL & LOCOMOTIVE CO.

BLACK WARRIOR METHANE CORP.

BLUE CROSS BLUE SHIELD

BRAKE SUPPLY CO INC

BROCKHOUSE GROUP LIMITED

CANADIAN NATIONAL RAILWAY CO.

CAPSTONE DRILLING, INC.

CAREMARK

CARROLL ENGINEERING COMPANY

CATERPILLAR FINANCIAL AND GLOBAL MINING

CAVCO, INC.

CEDAR TRUCKING, INC

CENTENNIAL NATURAL RESOURCES, LLC

CINTAS CORPORATION

COAL FREIGHT FORWARDING, INC.

COALFIELD SERVICES, INC.


18 ny-1201469

CONSOLIDATED PIPE & SUPPLY CO.

COWIN & COMPANY

CSX TRAN N/A 079413 (IB)

CSX TRANSPORTATION

DUZ CHO CONSTRUCTION L.P.

DYNO NOBEL

EICKHOFF CORPORATION

EXTERRAN ENERGY SOLUTIONS LP

FINNING CANADA (CATERPILLAR)

FLSMIDTH (KREBS), INC.

FLSMIDTH SALT LAKE CITY, INC.

FLSMIDTH USA INC - DECANTER MACHINE INC.

FOUNTAIN TIRE-MINE SERVICE

HAGER EQUIPMENT CO. OF AL, INC.

HAGER OIL COMPANY INC.

HANNER MACHINE COMPANY, INC.

HEINTZMANN CORPORATION

HELIX SYSTEMS, INC.

HIBBS ELECTRIC, INC.

HORTON CONSTRUCTION & FABRICATION

HOWDEN NORTH AMERICA INC.

HUESKER, INC.

HYDRA SERVICE

IMERYS MARBLE INC.

IMPERIAL OIL


19 ny-1201469

INDUSTRIAL MINING SUPPLY, INC.

INTERNAL REVENUE SERVICE

IT CONVERGENCE

JENNMAR CORPORATION

JESSE CREEK MINING, LLC

JIM HOUSE & ASSOCIATES, INC.

JIM WALTER RESOURCES INC (W)

JONES HEATING, A/C AND PLUMBING INC

JOY GLOBAL UNDERGROUND MINING LLC

KAMAN INDUSTRIAL TECHNOLOGIES

KEKST AND COMPANY INC

KRONOS INCORPORATED

KYKENKEE, INC.

LAYNE CHRISTENSEN COMPANY

LEE HECHT HARRISON LLC

LOGAN & KANANWHA, LLC (W)

MAPLE LEAF LOADING LTD

MATO CORPORATION

MAYER ELECTRIC SUPPLY

MIKE DOVER CORP.

MOODY'S INVESTORS SERVICE

MORROW RAILROAD BUILDERS, INC.

NALCO CHEMICAL COMPANY

NATIONAL BELT SERVICE INC.

NELSON BROTHERS LLC


20 ny-1201469

NORFOLK SOUTHERN (IB)

NORTHERN STRANDS COMPANY LTD.

ORICA CANADA INC.

PARDEE MINERALS, LLC

PARKER TOWING COMPANY, INC.

PENSION BENEFIT GUARANTY CORPORATION

PETITTO MINE EQUIPMENT INC.

PETROLEUM PRODUCTS, INC.

PIONEER CONVEYOR, LLC

QUAKER CHEMICAL CORPORATION

R. M. WILSON COMPANY

R3 STEEL

RECO EDISON

REGIONS BANK AS TRUSTEE

RGGS LAND & MINERALS, LTD, L.P.

RIDLEY TERMINALS INC.

RIVERCHASE OFFICE LLC

ROCKWOOD CASUALTY INSURANCE COMPANY

SAFETY SOLUTIONS INC.

SANDVIK MINING & CONSTRUCTION, LLC

SCHLUMBERGER TECHNOLOGY CORP.

SIEMENS INDUSTRY, INC.

SMS EQUIPMENT INC.

SOUTHEAST FABRICATORS INC.

SPOKANE INDUSTRIES


21 ny-1201469

STRATA MINE SERVICES, LLC

SUMITON MACHINE & WELDING

THE DON-DELL CORP

THE MCPHERSON COMPANIES INC.

THOMPSON TRACTOR CO INC

THORNTON WELDING & MACHINE, INC.

TIMBERLAND AND MINERALS, LLC

TRACTOR & EQUIPMENT CO INC

TRI-TECH ENGINEERING, INC.

TRUSTEES OF U M W A

UMWA HEALTH AND RETIREMENT FUNDS (“MEPP”)

UMWA INTERNATIONAL UNION

UNITED CENTRAL INDUSTRIAL

UNITED COAL COMPANY, LLC (W)

VALLEY CONCEPTS LTD.

VANOCUR REFRACTORIES LLC

VEYANCE TECHNOLOGIES, INC.

VIDEO INDUSTRIAL SERVICES INC

W. W. GRAINGER INC. FKA SAFETY SOLUTIONS INC.

WAJAX INDUSTRIES

WALKER MACHINERY

WARRIOR & ASSOCIATES, INC.

WELLS FARGO

WESLEY WEST MINERALS, LTD.

WILLIS INS SRVS OF GEORGIA, INC


22 ny-1201469

WILMINGTON TRUST, N.A. - 8.50% SENIOR NOTES


(Q) LITIGATION


ISRANI V. CLARK ET AL., HIMMEL V. SCHELLER ET AL., WALTERS V. SCHELLER ET AL. (THREE CASES CONSOLIDATED IN 10TH JUDICIAL CIRCUIT OF ALABAMA), AND MAKOHIN V. CLARK, ET AL. (N.D. ALA.)

LOUISE MOORE (N.D. ALA.)

MISCELLANEOUS LITIGATION

RUSH V. WALTER ENERGY INC. (N.D. ALA.) (PLAINTIFFS ARE PETER RUSH AND MICHAEL CARNEY, PURPORTED SHAREHOLDERS OF WALTER ENERGY)

UNITED STATES ENVIRONMENTAL PROTECTION AGENCY REGION 4

(R) DEBTHOLDERS

1776 CLO I, LTD.

ABERDEEN LOAN FUNDING LTD.

ADVANCED SERIES TRUST

ADVANCED SERIES TRUST-AST FRANKLIN TEMPLETON FOUNDING FUNDS ALLOCATION PORTFOLIO

AGF FLOATING RATE INCOME FUND

AIRLIE CLO 2006-II LTD.

ALLIANZ SE

ALLIANZ VARIABLE INSURANCE PRODUCTS TRUST-AZL FRANKLIN TEMPLETON FOUNDING STRATEGY PLUS FUND

AMERICAN BANKERS INS CO OF FL

AMERICAN MEMORIAL LIFE INS CO

AMERICAN RELIABLE INSURANCE CO

AMERICAN SECURITY INSURANCE CO

APOLLO CENTRE STREET PARTNERSHIP, L.P.


23 ny-1201469

APOLLO CREDIT FUNDING I LTD.

APOLLO CREDIT STRATEGIES MASTER FUND LTD.

APOLLO FRANKLIN PARTNERSHIP, L.P.

APOLLO INVESTMENT CORPORATION

APOLLO INVESTMENT MANAGEMENT

APOLLO SK STRATEGIC INVESTMENTS LP

APOLLO VALUE INVESTMENT MASTER FUND LP

ARES CAPITAL MANAGEMENT II LLC

ARES MANAGEMENT

ARES MULTI-STRATEGY CREDIT FUND V (H), L.P.

ARES SENIOR LOAN TRUST

ARES SPECIAL SITUATIONS FUND III LP

ARES SPECIAL SITUATIONS FUND IV, L.P.

ARES STRATEGIC INVESTMENT PARTNERS LTD.

ASIP (HOLDCO) IV S.A R.L.

ASSOCIATED BRITISH FOODS PENSION TRUSTEES LIMITED AS THE TRUSTEE OF ASSOCIATED BRITISH FOODS PENSION SCHEME

ATRIUM V

AUTO CLUB INSURANCE ASSOCIATION

AVERY STREET CLO, LTD.

BABSON CAPITAL

BAML

BANC OF AMERICA CREDIT PRODUCTS, INC.

BANK OF AMERICA NA

BANK OF NOVA SCOTIA

BARCLAYS


24 ny-1201469

BARCLAYS BANK PLC

BBT CAPITAL

BBT FUND LP

BBT MASTER FUND, L.P.

BCBS OF MI MUT INS CO [MULTI-MANAGED]

BCBS OF TN INC [MULTI-MANAGED]

BEACH POINT CAPITAL MANAGEMENT

BEACH POINT MULTI-ASSET CREDIT FUND LTD.

BEACH POINT SCF I LP

BEACH POINT SCF IV LLC

BEACH POINT SCF MULTI-PORT LP

BEACH POINT STRATEGIC MASTER FUND LP

BEACH POINT TOTAL RETURN MASTER FUND LP

BLACKROCK

BLACKSTONE DEBT ADVISORS

BLT 22 LLC

BLUE MOUNTAIN

BLUEMOUNTAIN CLO II LTD.

BRENTWOOD CLO, LTD.

BTG PACTUAL GLOBAL ASSET MANAGEMENT

CALIFORNIA PHYSICIANS' SERVICE INC

CANDLEWOOD FINANCIAL OPPORTUNITIES FUND LLC

CANDLEWOOD FINANCIAL OPPORTUNITIES MASTER FUND LP

CANDLEWOOD INVESTMENT GROUP

CAPITAL GROUP


25 ny-1201469

CAPITAL GROUP COMPANIES INC

CAPITAL WORLD INVESTORS

CASPIAN CAPITAL

CASPIAN FOCUSED CREDIT FUND, L.P.

CASPIAN FOCUSED OPPORTUNITIES FUND, L.P.

CASPIAN HLSC1, LLC

CASPIAN SC HOLDINGS, L.P.

CASPIAN SELECT CREDIT MASTER FUND LTD.

CASPIAN SOLITUDE MASTER FUND LP

CHASE

CITI LOAN FUNDING

CITI LOAN FUNDING ADGM FUNDING LLC

CITIBANK

CITIBANK NA

CLAYMORE INVESTMENTS INC

CLINTON GROUP

COLUMBIA FUNDS VARIABLE SERIES TRUST II-VARIABLE PORTFOLIO-EATON VANCE FLOATING-RATE INCOME FUND

COMMONWEALTH BANK OF AUSTRALIA

COMPASS BANK

COVALENT CAPITAL PARTNERS MASTER FUND, LP

CREDIT AGRICOLE CORPORATE

CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK

CREDIT SUISSE

CREDIT SUISSE LOAN FUNDING LLC

CRESCENT 1, L.P.


26 ny-1201469

CRS MASTER FUND, L.P.

CSAM

CYRUS CAPITAL

CYRUS HEARTLAND, L.P

CYRUS OPPORTUNITIES MASTER FUND II, LTD.

CYRUS SELECT OPPORTUNITIES MASTER FUND LTD.

CYRUS SPECIAL STRATEGIES MASTER FUND LP

DAUPHIN FUNDING LLC

DB COMMODITY SERVICES LLC

DEUTSCHE BANK AG

DEUTSCHE INVESTMENT MGMT AMERICA

DRYDEN 33 SENIOR LOAN FUND

DRYDEN XI - LEVERAGED LOAN CDO 2006

DRYDEN XVI - LEVERAGED LOAN CDO 2006

DRYDEN XVIII LEVERAGED LOAN 2007 LIMITED

DRYDEN XXI LEVERAGED LOAN

DRYDEN XXIV SENIOR LOAN FUND

DUANE STREET CLO II, LTD.

DUANE STREET CLO IV LTD.

EASTLAND CLO, LTD.

EATON VANCE CDO IX LTD

EATON VANCE CDO VII PLC

EATON VANCE CDO VIII, LTD.

EATON VANCE CDO X PLC

EATON VANCE CLO 2013-1 LTD.


27 ny-1201469

EATON VANCE FLOATING RATE INCOME TRUST

EATON VANCE FLOATING RATE PORTFOLIO

EATON VANCE FLOATING-RATE INCOME PLUS FUND

EATON VANCE INSTITUTIONAL FUNDS

EATON VANCE INSTITUTIONAL SENIOR LOAN FUND

EATON VANCE INTERNATIONAL (CAYMAN ISLANDS) FLOATING-RATE INCOME PORTFOLIO

EATON VANCE LIMITED DURATION INCOME FUND

EATON VANCE SENIOR FLOATING RATE TRUST

EATON VANCE SENIOR INCOME TRUST

EATON VANCE SHORT DURATION DIVERSIFIED INCOME FUND

EATON VANCE VARIABLE TRUST-EATON VANCE VT FLOATING-RATE INCOME FUND

ENHANCED LOAN INVESTMENT STRATEGY

EQ ADVISORS TRUST-AXA/MUTUAL LARGE CAP EQUITY MANAGED VOLATILITY PORTFOLIO

ERIE INSURANCE EXCHANGE [MULTI-MANAGED]

FEINGOLD O'KEEFFE

FIDELITY ADVISOR SERIES I-FIDELITY ADVISOR FLOATING RATE HIGH INCOME FUND

FIDELITY CENTRAL INVESTMENT PORTFOLIOS LLC-FIDELITY FLOATING RATE CENTRAL FUND

FIDELITY FLOATING RATE HIGH INCOME FUND

FIDELITY FLOATING RATE HIGH INCOME INVESTMENT TRUST

FIDELITY INCOME FUND-FIDELITY TOTAL BOND FUND

FIDELITY INTERNATIONAL

FIDELITY INVESTMENTS

FIDELITY MANAGEMENT & RESEARCH


28 ny-1201469

FIDELITY QUALIFYING INVESTOR FUNDS PLC

FIDELITY SUMMER STREET TRUST-FIDELITY SERIES FLOATING RATE HIGH INCOME FUND

FIFTH THIRD BANK

FIGUEROA CLO 2013-1, LTD

FLATIRON CLO 2007-1 LTD.



FLATIRON CLO 2013-1 LTD

FMR LLC

FORUM INVESTMENT ADVISORS

FRANK RUSSELL INVESTMENT MGMT

FRANKLIN ADVISERS INC

FRANKLIN CLO V, LTD.

FRANKLIN CLO VI, LIMITED

FRANKLIN CUSTODIAN FUNDS-FRANKLIN INCOME FUND

FRANKLIN FLOATING RATE MASTER TRUST-FRANKLIN FLOATING RATE MASTER SERIES

FRANKLIN INVESTORS SECURITIES TRUST-FRANKLIN FLOATING RATE DAILY ACCESS FUND

FRANKLIN MUTUAL ADVISERS INC

FRANKLIN MUTUAL GLOBAL DISCOVERY FUND

FRANKLIN MUTUAL RECOVERY FUND

FRANKLIN MUTUAL SERIES FUNDS-MUTUAL BEACON FUND

FRANKLIN MUTUAL SERIES FUNDS-MUTUAL GLOBAL DISCOVERY FUND

FRANKLIN MUTUAL SERIES FUNDS-MUTUAL QUEST FUND

FRANKLIN MUTUAL SERIES FUNDS-MUTUAL SHARES FUND


29 ny-1201469

FRANKLIN MUTUAL U.S. SHARES FUND

FRANKLIN RESOURCES

FRANKLIN STRATEGIC SERIES-FRANKLIN STRATEGIC INCOME FUND

FRANKLIN TEMPLETON INVESTMENTS FUNDS-FRANKLIN STRATEGIC INCOME FUND

FRANKLIN TEMPLETON SERIES II FUNDS-FRANKLIN FLOATING RATE II FUND

FRANKLIN TEMPLETON VARIABLE INSURANCE PRODUCTS TRUST-FRANKLIN MUTUAL GLOBAL DISCOVERY VIP FUND

FRANKLIN TEMPLETON VARIABLE INSURANCE PRODUCTS TRUST-FRANKLIN MUTUAL SHARES VIP FUND

FRANKLIN TEMPLETON VARIABLE INSURANCE PRODUCTS TRUST-FRANKLIN STRATEGIC INCOME SECURITIES FUND

FRANKLIN US FLOATING RATE MASTER FUND

FRINGE BENEFIT LIFE INSURANCE CO

FS GLOBAL CREDIT OPPORTUNITIES FUND

FT OPPORTUNISTIC DISTRESSED FUND LTD.

FUTURE FUND BOARD OF GUARDIANS

GATEWAY CLO LIMITED

GLOBAL LEVERAGED CAPITAL

GLOBAL LEVERAGED CAPITAL CREDIT OPPORTUNITY FUND I

GOLDMAN SACHS

GOLDMAN SACHS ASSET MANAGEMENT

GOLDMAN SACHS ASSET MANAGEMENT CLO, PUBLIC LIMITED COMPANY

GOLDMAN SACHS BANK USA

GOLDMAN SACHS LENDING PARTNERS LLC

GRANT GROVE CLO, LTD.

GRAYSON & CO


30 ny-1201469

GRAYSON CLO, LTD.

GSO AIGUILLE DES GRANDS MONTETS FUND I LP

GSO AIGUILLE DES GRANDS MONTETS FUND II LP

GSO AIGUILLE DES GRANDS MONTETS FUND III LP

GSO CACTUS CREDIT OPPORTUNITIES FUND LP

GSO CHURCHILL PARTNERS LP

GSO COASTLINE CREDIT PARTNERS LP

GSO JUPITER LOAN TRUST

GSO PALMETTO OPPORTUNISTIC INVESTMENT PARTNERS LP

GSO SPECIAL SITUATIONS MASTER FUND LP

GUIDESTONE CAPITAL MANAGEMENT

HALCYON STRUCTURED ASSET MANAGEMENT LONG SECURED/SHORT UNSECURED 2007-1 LTD.

HALLMARK SPECIALTY INSURANCE COMPANY

HARRIS ASSOCIATES LP

HARTFORD FINANCIAL SERVICES GROUP

HARTFORD FIRE INSURANCE CO

HARTFORD INSURANCE CO OF IL

HARTFORD INTL LIFE REASSUR CORP

HEWETT'S ISLAND CLO I-R LTD.

HIGHLAND CAPITAL

HIGHLAND CAPITAL MANAGEMENT LP

HIGHLAND FUNDS I-HIGHLAND FLOATING RATE OPPORTUNITIES FUND

HIGHLAND FUNDS I-HIGHLAND/IBOXX SENIOR LOAN ETF

HIGHMARK GROUP

HUFF COMPANIES


31 ny-1201469

ING CAPITAL, LLC

INVESCO ASSET MANAGEMENT LTD ID

INVESCO LTD

JERSEY STREET CLO, LTD

JFIN CLO 2007 LTD.

JFIN CLO 2012 LTD

JFIN CLO 2013 LTD.

JFIN CLO 2014-II LTD.

JMP CREDIT

JNL SERIES TRUST- JNL/PPM AMERICA FLOATING RATE INCOME FUND

JNL SERIES TRUST-JNL/FRANKLIN TEMPLETON INCOME FUND

JNL SERIES TRUST-JNL/FRANKLIN TEMPLETON MUTUAL SHARES FUND

JOHN HANCOCK VARIABLE INSURANCE TRUST-MUTUAL SHARES TRUST

JONES HEWARD INVESTMENT COUNSEL

JP MORGAN CHASE & CO

JP MORGAN INVESTMENT MGMT

JPMORGAN CHASE BANK, N.A.

KANSAS PUBLIC EMPLOYEES RETIREMENT SYSTEM

KING STREET ACQUISITION COMPANY

KING STREET ACQUISITION COMPANY, L.L.C.

KKR CREDIT ADVISORS


LEGG MASON INC

LEMANIK ASSET MANAGEMENT

LLOYDS BANK PENSION TRUST (NO.1) LIMITED AS TRUSTEE OF LLOYDS BANK PENSION SCHEME (NO. 1)


32 ny-1201469


LORD ABBETT & CO LLC

LORD ABBETT PASSPORT PORTFOLIOS PLC-LORD ABBETT HIGH YIELD FUND

MACKAY SHIELDS

MADISON PARK FUNDING II, LTD.

MANULIFE ASSET MANAGEMENT (US) L

MARINER LDC

MARLBOROUGH STREET CLO LTD

MARYLAND STATE RETIREMENT AND PENSION SYSTEM

MASSACHUSETTS FINANCIAL

MASSACHUSETTS FINANCIAL SERVICES

MERCER QIF FUND PLC-MERCER MULTI-ASSET GROWTH FUND

MET INVESTORS SERIES TRUST-MET/EATON VANCE FLOATING RATE PORTFOLIO

METROPOLITAN WEST

METROPOLITAN WEST ASSET MGMT

MJX ASSET MANAGEMENT

MORGAN STANLEY BANK, N.A.


MOUNTAIN VIEW CLO 2013-1 LTD.

MOUNTAIN VIEW CLO II LTD.

MOUNTAIN VIEW CLO III LTD.

MUIR GROVE CLO, LTD.

MUIR WOODS CLO, LTD

NEBRASKA INVESTMENT COUNCIL

NEW CASTLE CAPITAL


33 ny-1201469

NEW YORK LIFE INSURANCE & ANNUITY CORP.

NEW YORK LIFE INSURANCE COMPANY

NOMURA CORPORATE FUNDING AMERICAS LLC

NORTHERN TRUST COMPANY

NORTHWESTERN LONG TERM CARE INS

NORTHWESTERN MUTUAL LIFE INSUR

NYLIM FLATIRON CLO 2006-1 LTD.

OAK HILL CREDIT PARTNERS V, LIMITED

OHA PARK AVENUE CLO I, LTD.

ONTARIO PUBLIC SERVICE EMPLOYEES UNION PENSION PLAN TRUST FUND

OREGON PUBLIC EMPLOYEES RETIREMENT FUND

PACIFIC COAST INVESTMENT FUND LLC

PACIFIC FUNDS-PF FLOATING RATE LOAN FUND

PACIFIC SELECT FUND - FLOATING RATE LOAN PORTFOLIO

PICTET & CIE

PIMCO ADVISORS LP

PPF NOMINEE 1 B.V.

PPM AMERICA

PPM GRAYHAWK CLO, LTD.

PRESIDIO INVESTORS LIMITED

PRUDENTIAL FINANCIAL INC

PRUDENTIAL RETIREMENT INS & ANNU

PYRAMIS FLOATING RATE HIGH INCOME COMMINGLED POOL

PYRAMIS GLOBAL ADVISORS LLC

PYRAMIS LEVERAGED LOAN LP


34 ny-1201469

QUALCOMM GLOBAL TRADING PTE. LTD.

RBC

RED RIVER CLO LTD.

RENAISSANCE FLOATING RATE INCOME FUND

ROCKWALL CDO II LTD.

ROSEDALE CLO, LTD.

ROYAL BANK OF CANADA

ROYAL MAIL PENSIONS TRUSTEES LIMITED AS TRUSTEE OF THE ROYAL MAIL PENSION PLAN

RSUI IND CO [MULTI-MANAGED]

RSUI INDEMNITY CO.

SAFETY NATIONAL CASUALTY CORP

SEI INVESTMENTS CO

SEIX ADVISORS

SENIOR DEBT PORTFOLIO

SHINNECOCK CLO 2006-1 LTD.

SILVER POINT

SMITH BARNEY CONSULTING GROUP

SPCP GROUP, LLC

SPRUCE INVESTORS II LIMITED PARTNERSHIP

SPRUCE INVESTORS LIMITED

STANDARD LIFE INV MUTUAL FUND LT

STANDARD LIFE INVESTMENTS

STATE STREET CORP

STEAMBOAT CREDIT OPPORTUNITIES MASTER FUND LP

STRATFORD CLO LTD.


35 ny-1201469

SUPER CASPIAN CAYMAN FUND LIMITED

T ROWE PRICE ASSOCIATES

TALL TREE INVESTMENT MANAGEMENT

TCW ASSET MANAGEMENT

TCW INVESTMENT MANAGEMENT CO

TD BANK

TD BANK, NATIONAL ASSOCIATION

TEACHERS' RETIREMENT SYSTEM OF OKLAHOMA

THE BANK OF NOVA SCOTIA

THIRD AVENUE CAPITAL

THIRD AVENUE CAPITAL PLC

THIRD AVENUE MANAGEMENT LLC

TIME INS CO [MULTI-MANAGED]

TRANSAMERICA FINANCIAL LIFE INS

TRANSAMERICA LIFE INSURANCE CO

TRANSAMERICA PREMIER LIFE INS CO

TRANSATLANTIC REINSURANCE CO

TUOLUMNE GROVE CLO, LTD.

UBS AG

UNIVERSITY HEALTH CARE INC

VARIABLE INSURANCE PRODUCTS FUND-FLOATING RATE HIGH INCOME PORTFOLIO

VENTURE IX CDO LIMITED

VENTURE VI CDO LIMITED

VENTURE VII CDO LIMITED

VENTURE VIII CDO, LIMITED


36 ny-1201469

VIRTUS INVESTMENT ADVISERS INC

VOYA INVESTMENT MANAGEMENT LLC

VOYA INVESTORS TRUST-VY FRANKLIN MUTUAL SHARES PORTFOLIO

WELLPOINT INC GROUP

WESTCHESTER CLO LTD

WESTERN ASSET MANAGEMENT CO

WHITEHORSE VI, LTD.

YORKTOWN MANAGEMENT & RESEARCH C

(S) UTILITIES

ADVANCE DISPOSAL

AIM TRUCKING


ALABAMA GAS CORPORATION

ALABAMA POWER



APPALACHIAN POWER

ARMSTRONG PSD

ARMSTRONG PUBLIC SERVICE DISTRICT

AT&T

AT&T COMMUNICATION SYSTEMS SOUTHEAST

BC HYDRO

BELL MOBILITY

BERRY WATER WORKS

BIRMINGHAM WATER WORKS


37 ny-1201469

BIRMINGHAM WATER WORKS

BLUEWAVE ENERGY

CAPSTONE UTILITIES

CAPSTONE UTILITIES LLC-4019

CARDINAL TELECOM

CARROLL'S CREEK WATER AUTHORITY

CARROLS CREEK WATER AUTHORITY

CENTURYLINK

CHARTER COMMUNICATIONS

CHETWYND CHOICE

CHETWYND FRESH WATER

CHETWYND SEPTIC SERVICE

CITIZENS WATER

CITIZENS WATER SERVICE

CITIZEN'S WATER SERVICE INC

CITY OF BERRY

CITY OF TUSCALOOSA

CITY OF TUSCALOOSA WATER & SEWER DEPT

CONSOLIDATED WATERWORKS DISTRICT NO 1

CROSIER'S INC.

CROSIER'S SANITARY SERVICE

DISTRICT OF CHETWYND

DISTRICT OF TUMBLER RIDGE

FAYETTE GAS BOARD

FORTIS NATURAL GAS


38 ny-1201469

FRONTIER

GMPCS

HUGHES NET

HUGHES NETWORK SYSTEMS, LLC

JASPER WATERWORKS & SEWER BOARD

LUMOS NETWORKS

LUSK DISPOSAL SERVICES

LUSK DISPOSAL SERVICES, INC.

MONPOWER

MOORE COAL COMPANY INC

MOUNTAINEER GAS

MOUNTAINEER GAS COMPANY

NAVAGAT

NAVAGATA

OAKMAN WATER WORKS

OSWALT SEWAGE

OSWALT SEWAGE CO INC

PACIFIC NORTHERN GAS

PARRISH WATER WORKS

PEA RIVER ELECTRIC COOPERATIV

PEA RIVER ELECTRIC

REPUBLIC SERVICES, INC. DBA AWS BIRMINGHAM

RUMSEY ENVIRONMENTAL

RUMSEY ENVIRONMENTAL, L.L.C.

RUMSEY SANITATION, LLC


39 ny-1201469

SHAW

SOUTH LOUISIANA ELECTRIC COOPERATIVE ASSOCIATION

SOUTHERN LINC

SOUTHERNLINC

SUBURBAN PROPANE

SUBURBAN PROPANE, LP

SUDDENLINK

SUMMERSVILLE WATER WORKS

SUPERIOR PROPANE

TDS TELECOM

TELUS

THE WATER WORKS BOARD

TOWN OF ARITON

TOWN OF BERRY

TW TELECOM

TW TELECOM HOLDINGS, INC.

USA MOBILE

USA MOBILITY WIRELESS, INC.

VERIZON

VERIZON BUSINESS

VERIZON CONFERENCING

WALKER CO SOLID WASTE DEPT

WARRIOR RIVER WATER

WASTE MANAGEMENT

WASTE MANAGEMENT OF WEST VIRGINIA


40 ny-1201469

WINDSTREAM

WINDSTREAM CORPORATION

(T) CREDITORS HOLDING 50 LARGEST UNSECURED CLAIMS



JOY GLOBAL UNDERGROUND MINING LLC

ALABAMA STATE PORT AUTHORITY

MAYER ELECTRIC SUPPLY

COWIN & COMPANY

CONSOLIDATED PIPE & SUPPLY CO.

BROCKHOUSE GROUP LIMITED

PIONEER CONVEYOR, LLC

PARKER TOWING COMPANY, INC.

HAGER OIL COMPANY INC

KAMAN INDUSTRIAL TECHNOLOGIES

THOMPSON TRACTOR CO INC

INDUSTRIAL MINING SUPPLY, INC.

KRONOS INCORPORATED

JIM HOUSE & ASSOCIATES, INC.

EICKHOFF CORPORATION

SAFETY SOLUTIONS INC.

SANDVIK MINING & CONSTRUCTION, LLC

PARDEE MINERALS, LLC

HEINTZMANN CORPORATION

CARROLL ENGINEERING COMPANY


41 ny-1201469

LAYNE CHRISTENSEN COMPANY

JONES HEATING, A/C AND PLUMBING INC


NATIONAL BELT SERVICE INC.

SOUTHEAST FABRICATORS INC.


HAGER EQUIPMENT CO. OF AL, INC.


BIRMINGHAM RAIL & LOCOMOTIVE CO.

ROCKWOOD CASUALTY INSURANCE COMPANY

NELSON BROTHERS LLC

HIBBS ELECTRIC, INC.

ALABAMA SLING CENTER

MATO CORPORATION

KYKENKEE, INC.

AL POWER COMPANY

IT CONVERGENCE

LEE HECHT HARRISON LLC

JENNMAR CORPORATION

R3 STEEL

HORTON CONSTRUCTION & FABRICATION

QUAKER CHEMICAL CORPORATION

BAMA MINE & MILL, INC.


PENSION BENEFIT GUARANTY CORPORATION


42 ny-1201469

UMWA HEALTH AND RETIREMENT FUNDS (“MEPP”)


UNITED STEEL WORKERS

(U) BANKRUPTCY JUDGE AND ATTORNEYS IN BANKRUPTCY ADMINISTRATORS OFFICE

TAMARA O. MITCHELL

JAMES THOMAS CORBETT

JON ALLYN DUDECK

JOSEPH E. BULGARELLA

ROBERT J. LANDRY, III

RICHARD M. BLYTHE


ny-1201469

Exhibit C-2

LIST OF PARTIES IN INTEREST, OR AFFILIATES THEREOF THAT HAVE ENGAGED, CURRENTLY ENGAGE, OR HAVE SERVED IN

MATTERS WITH BRG, SORTED BY THEIR RELATIONSHIP TO THE DEBTORS


ny-1201469

(A) SIGNIFICANT SHAREHOLDERS

BANK OF AMERICA MERRILL LYNCH (US)

CREDIT SUISSE SECURITIES (USA) LLC

DEUTSCHE ASSET MANAGEMENT AMERICAS

GOLDMAN SACHS & COMPANY, INC.

THE VANGUARD GROUP, INC.

(B) ADMINISTRATIVE AGENT


(C) INDENTURE TRUSTEE


(D) OPERATIONAL COUNTERPARTIES

CONOCOPHILLIPS

(E) BANKS AT WHICH DEBTORS MAINTAIN DEPOSITORY, CONCENTRATION, DISBURSEMENT, OPERATING, OR RELATED ACCOUNTS

BANK OF AMERICA

JP MORGAN

REGIONS BANK

BB&T

SCOTIA BANK

COMERICA

LLOYDS

(F) SECURED PARTIES

BANK OF AMERICA N A AS ADMINISTRATIVE AGENT

CATERPILLAR FINANCIAL SERVICES CORPORATION

CATERPILLAR FINANCIAL SERVICES LIMITED


1 ny-1201469

COMERICA LEASING CORPORATION

DELL FINANCIAL SERVICES L.L.C.

GATX CORPORATION

GE CAPITAL CANADA EQUIPMENT FINANCING & LEASING COMPANY

GENERAL ELECTRIC CAPITAL CORPORATION

MORGAN STANLEY SENIOR FUNDING, INC. , AS COLLATERAL AGENT

THE CIT GROUP/EQUIPMENT FINANCING INC

THE HUNTINGTON NATIONAL BANK

WILMINGTON TRUST, NATIONAL ASSOCIATION, AS COLLATERAL AGENT

XEROX CANADA LTD

(G) SIGNIFICANT CUSTOMERS

AK STEEL

APPALACHIAN POWER COMPANY

ARCELOR

ARCELORMITTAL SOURCING

BAYER CORP

CITGO PETROLEUM

GA PACIFIC

MITSUBISHI CHEMICAL

MITSUI

POSCO

THYSSEN KRUPP

US STEEL

(H) SURETY BOND HOLDERS

ARCH INSURANCE


2 ny-1201469

ASPEN INSURANCE

(I) UNIONS


UNITED STEEL WORKERS LOCAL 1-424

UNITED STEELWORKERS (USW), A.F.L. - C.I.O. - C.L.C., LOCAL UNION NO. 12014

(J) PERMIT ISSUERS AND REGULATORS RELEVANT TO THE DEBTORS

U.S. DEPARTMENT OF TRANSPORTATION

US NUCLEAR REGULATORY COMMISSION (NRC)

(K) RELEVANT TAXING AUTHORITIES

CANADA REVENUE AGENCY

DELAWARE SECRETARY OF STATE

DEPARTMENT OF THE TREASURY (IRS)

(L) ATTORNEYS, FINANCIAL ADVISORS, ACCOUNTANTS AND OTHER PROFESSIONALS

AKIN GUMP

ALIXPARTNERS, LLP

BRADLEY ARANT BOULT CUMMINGS LLP

ERNST & YOUNG LLP

KPMG

LAZARD

OGLETREE, DEAKINS, NASH, SMOAK & STEWART, P.C.

OSLER, HOSKIN & HARCOURT LLP

PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP

(M) INSURERS

ACE (STARR TECH)

ACE AMERICAN


3 ny-1201469

ACE AMERICAN INSURANCE COMPANY

ACE BERMUDA

ACE INA INSURANCE

AIG EUROPE LIMITED

ALLIANZ INSURANCE PLC

ALTERRA EXCESS AND SURPLUS INSURANCE COMPANY

AMERICAN GUARANTEE & LIABILITY

AMERICAN INTERNATIONAL GROUP, INC. (AIG)

ASPEN SPECIALTY INSURANCE COMPANY

AUW

AWAC

AXIS SURPLUSE INSURANCE COMPANY

CHUBB INSURANCE COMPANY OF CANADA

CHUBB SPECIALTY INSURANCE

GREAT LAKES

GREAT LAKES REINSURANCE (UK) LTD.

HOUSTON CASUALTY

IRONSHORE

IRONSHORE EUROPE LTD

IRONSHORE INDEMNITY

IRONSHORE INDEMNITY INC.

LANDMARK (RSUI)

LANDMARK AMERICAN INSURANCE COMPANY

LIBERTY INTERNATIONAL UNDERWRITER

LIBERTY MUTUAL INSURANCE COMPANY


4 ny-1201469

LLOYD'S OF LONDON

LLOYD'S UNDERWRITERS

MARSH CANADA LIMITED

MAXUM INDEMNITY COMPANY

NATIONAL FIRE & MARINE BERKSHIRE

NATIONAL UNION FIRE INS CO. (AIG)

NATIONAL UNION FIRE INS CO. OF PITTSBURGH PA (AIG)

OLD REPUBLIC INS. CO. (CUG)

OLD REPUBLIC INSURANCE COMPANY

QBE INSURANCE EUROPE LIMITED

ROCKWOOD CASUALTY

STARR SURPLUS

THE HARTFORD AND STEAM BOILER INSPECTION AND INSURANCE COMPANY

XL INS CO PLC

XL INSURANCE CO. LIMITED

XL INSURANCE COMPANY LTD

XL SPECIALTY

XL SPECIALTY INS. CO.

XL SPECIALTY INSURANCE COMPANY

ZURICH AMERICAN

(N) KEY VENDORS

BLUE CROSS BLUE SHIELD

BRAKE SUPPLY CO INC

CAREMARK

CATERPILLAR FINANCIAL AND GLOBAL MINING


5 ny-1201469

CINTAS CORPORATION

FLSMIDTH (KREBS), INC.

FLSMIDTH SALT LAKE CITY, INC.

FLSMIDTH USA INC - DECANTER MACHINE INC.

IMPERIAL OIL


KRONOS INCORPORATED


REGIONS BANK AS TRUSTEE

SCHLUMBERGER TECHNOLOGY CORP.


TRACTOR & EQUIPMENT CO INC

UMWA INTERNATIONAL UNION


WELLS FARGO



(O) DEBTHOLDERS

ADVANCED SERIES TRUST

ALLIANZ SE

AMERICAN RELIABLE INSURANCE CO

APOLLO INVESTMENT CORPORATION

APOLLO INVESTMENT MANAGEMENT

APOLLO SK STRATEGIC INVESTMENTS LP

ARES MANAGEMENT


6 ny-1201469

ARES SENIOR LOAN TRUST

ARES SPECIAL SITUATIONS FUND III LP

ARES SPECIAL SITUATIONS FUND IV, L.P.

ARES STRATEGIC INVESTMENT PARTNERS LTD.

BABSON CAPITAL

BANC OF AMERICA CREDIT PRODUCTS, INC.

BANK OF AMERICA NA

BANK OF NOVA SCOTIA

BARCLAYS

BARCLAYS BANK PLC

BBT CAPITAL

BBT FUND LP

BBT MASTER FUND, L.P.

BCBS

BLACKROCK

BLUE MOUNTAIN

BLUEMOUNTAIN CLO II LTD.

CANDLEWOOD FINANCIAL OPPORTUNITIES FUND LLC

CANDLEWOOD FINANCIAL OPPORTUNITIES MASTER FUND LP

CANDLEWOOD INVESTMENT GROUP

CAPITAL GROUP

CAPITAL GROUP COMPANIES INC

CASPIAN SELECT CREDIT MASTER FUND LTD.

CASPIAN SOLITUDE MASTER FUND LP

CHASE BANK


7 ny-1201469

CITI LOAN FUNDING

CITI LOAN FUNDING ADGM FUNDING LLC

CITIBANK

CITIBANK NA

CREDIT AGRICOLE CORPORATE

CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK

CREDIT SUISSE

CREDIT SUISSE LOAN FUNDING LLC

DAUPHIN FUNDING LLC

DB COMMODITY SERVICES LLC

DEUTSCHE BANK AG

DEUTSCHE INVESTMENT MGMT AMERICA

DRYDEN XI - LEVERAGED LOAN CDO 2006

DRYDEN XVI - LEVERAGED LOAN CDO 2006

DRYDEN XVIII LEVERAGED LOAN 2007 LIMITED

DRYDEN XXI LEVERAGED LOAN

DRYDEN XXIV SENIOR LOAN FUND

DUANE STREET CLO II, LTD.

DUANE STREET CLO IV LTD.

EATON VANCE CDO IX LTD

EATON VANCE CDO VII PLC

EATON VANCE CDO VIII, LTD.

EATON VANCE CDO X PLC

EATON VANCE CLO 2013-1 LTD.

EATON VANCE FLOATING RATE INCOME TRUST


8 ny-1201469

EATON VANCE FLOATING RATE PORTFOLIO

EATON VANCE FLOATING-RATE INCOME PLUS FUND

EATON VANCE INSTITUTIONAL FUNDS

EATON VANCE INSTITUTIONAL SENIOR LOAN FUND

EATON VANCE INTERNATIONAL (CAYMAN ISLANDS) FLOATING-RATE INCOME PORTFOLIO

EATON VANCE LIMITED DURATION INCOME FUND

EATON VANCE SENIOR FLOATING RATE TRUST

EATON VANCE SENIOR INCOME TRUST

EATON VANCE SHORT DURATION DIVERSIFIED INCOME FUND

EATON VANCE VARIABLE TRUST-EATON VANCE VT FLOATING-RATE INCOME FUND

ENHANCED LOAN INVESTMENT STRATEGY

FIDELITY INVESTMENTS

FRANK RUSSELL INVESTMENT MGMT

FRANKLIN ADVISERS INC

FRANKLIN MUTUAL ADVISERS INC

FRANKLIN MUTUAL GLOBAL DISCOVERY FUND

FRANKLIN MUTUAL RECOVERY FUND

FRANKLIN MUTUAL SERIES FUNDS-MUTUAL BEACON FUND

FRANKLIN MUTUAL SERIES FUNDS-MUTUAL GLOBAL DISCOVERY FUND

FRANKLIN MUTUAL SERIES FUNDS-MUTUAL QUEST FUND

FRANKLIN MUTUAL SERIES FUNDS-MUTUAL SHARES FUND

FRANKLIN MUTUAL U.S. SHARES FUND

FRANKLIN RESOURCES

FS GLOBAL CREDIT OPPORTUNITIES FUND


9 ny-1201469

GOLDMAN SACHS

GOLDMAN SACHS ASSET MANAGEMENT

GOLDMAN SACHS ASSET MANAGEMENT CLO, PUBLIC LIMITED COMPANY

GOLDMAN SACHS BANK USA

GOLDMAN SACHS LENDING PARTNERS LLC

GRAYSON & CO

GRAYSON CLO, LTD.

GSO AIGUILLE DES GRANDS MONTETS FUND I LP

GSO AIGUILLE DES GRANDS MONTETS FUND II LP

GSO AIGUILLE DES GRANDS MONTETS FUND III LP

GSO CACTUS CREDIT OPPORTUNITIES FUND LP

GSO CHURCHILL PARTNERS LP

GSO COASTLINE CREDIT PARTNERS LP

GSO PALMETTO OPPORTUNISTIC INVESTMENT PARTNERS LP

GSO SPECIAL SITUATIONS MASTER FUND LP

HARTFORD FINANCIAL SERVICES GROUP

HARTFORD FIRE INSURANCE CO

HARTFORD INSURANCE CO OF IL

HARTFORD INTL LIFE REASSUR CORP

HIGHLAND CAPITAL

HIGHLAND CAPITAL MANAGEMENT LP

HIGHLAND FUNDS I-HIGHLAND FLOATING RATE OPPORTUNITIES FUND

HIGHLAND FUNDS I-HIGHLAND/IBOXX SENIOR LOAN ETF

HIGHMARK GROUP

ING CAPITAL, LLC


10 ny-1201469

JERSEY STREET CLO, LTD

JOHN HANCOCK VARIABLE INSURANCE TRUST-MUTUAL SHARES TRUST

JP MORGAN CHASE & CO

JP MORGAN INVESTMENT MGMT

JPMORGAN CHASE BANK, N.A.

KKR CREDIT ADVISORS


LEMANIK ASSET MANAGEMENT



LORD ABBETT & CO LLC

LORD ABBETT PASSPORT PORTFOLIOS PLC-LORD ABBETT HIGH YIELD FUND

MARINER LDC

MASSACHUSETTS FINANCIAL

MASSACHUSETTS FINANCIAL SERVICES

METROPOLITAN WEST

METROPOLITAN WEST ASSET MGMT

MORGAN STANLEY BANK, N.A.


NEW YORK LIFE INSURANCE & ANNUITY CORP.

NEW YORK LIFE INSURANCE COMPANY

NORTHERN TRUST COMPANY

PACIFIC COAST INVESTMENT FUND LLC

PIMCO ADVISORS LP


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PPF NOMINEE 1 B.V.

PPM AMERICA

PPM GRAYHAWK CLO, LTD.

PRUDENTIAL FINANCIAL INC

PRUDENTIAL RETIREMENT INS & ANNU

PYRAMIS FLOATING RATE HIGH INCOME COMMINGLED POOL

PYRAMIS GLOBAL ADVISORS LLC

PYRAMIS LEVERAGED LOAN LP

QUALCOMM GLOBAL TRADING PTE. LTD.

RBC

ROYAL BANK OF CANADA

RSUI IND CO [MULTI-MANAGED]

RSUI INDEMNITY CO.

SMITH BARNEY CONSULTING GROUP

SPCP GROUP, LLC

STANDARD LIFE INVESTMENTS

STATE STREET CORP

TD BANK

TD BANK, NATIONAL ASSOCIATION

THE BANK OF NOVA SCOTIA

THIRD AVENUE MANAGEMENT LLC

UBS AG

VENTURE IX CDO LIMITED

VENTURE VI CDO LIMITED

VENTURE VII CDO LIMITED


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VENTURE VIII CDO, LIMITED

VIRTUS INVESTMENT ADVISERS INC

VOYA INVESTMENT MANAGEMENT LLC

VOYA INVESTORS TRUST-VY FRANKLIN MUTUAL SHARES PORTFOLIO

WELLPOINT INC GROUP

(P) UTILITIES


ALABAMA GAS CORPORATION

ALABAMA POWER



APPALACHIAN POWER

AT&T

AT&T COMMUNICATION SYSTEMS SOUTHEAST

CHARTER COMMUNICATIONS

FORTIS NATURAL GAS

FRONTIER

SHAW

VERIZON

WASTE MANAGEMENT


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Exhibit D

Coordination of Responsibilities of Committee Investment Banker and Committee Financial Advisor


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IN RE WALTER ENERGY, INC., ET AL. CASE NO. 15-02741

COORDINATION OF RESPONSIBILITIES FOR HOULIHAN LOKEY AND BERKELEY RESEARCH GROUP, LLC (D/B/A BRG/CAPSTONE)

With respect to the projects listed below, where appropriate the parties may coordinate with each other while avoiding duplication of efforts.

HOULIHAN LOKEY (INVESTMENT BANKER)

BRG/CAPSTONE (FINANCIAL ADVISOR)

Valuation analysis and expert testimony Capital structure / debt capacity Review business plan(s) / financial forecasts and provide input regarding

strategic enhancements / improvements Review of cash collateral motion Negotiation with Debtors and other parties-in-interest Evaluation and negotiation of restructuring proposals, including the

proposed restructuring support agreement Economic impact of intercompany transactions 1113/1114 negotiations Plan feasibility issues Strategic plan review Strategic alternatives

Restructuring alternatives M&A / asset sales

Advise on current state of the restructuring / capital markets Financing alternatives

Capital raising Rights offering (terms) Backstop agreement (terms / fees)

Exit financing (terms / economics, covenants) Assessment of management / board of directors Contracts analysis Creditor recovery analysis Claims analysis and evaluation of impact on recoveries

Historical and current financial performance The underlying operational assumptions of the Company’s business

plan(s) and financial forecasts to ensure credibility Cash collateral, including payment of pre-petition obligations and on-

going performance against budget SEC filings, MORs, other financial reports, SOFAs and schedules Claims management process Intercompany and/or related party transactions Contract assumption / rejection and surety bonding Preference payments, fraudulent conveyances, and other potential causes

of action Employee needs and related costs Tax structure and claims Expert testimony and or litigation/forensic work


application of the official committee of unsecured

Documents