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Corporate Restructuring
       Overview

    The Claro Group
Corporate Restructuring Services
   Experienced Leadership Team with a proven record of achieving results for clients in
    over 75 engagements
   Committed to provide senior level attention and accountability to each engagement
   National focus with staff in New York, Chicago, Los Angles and Houston
   Corporate Restructuring Services (“CRS”) combines deep industry knowledge with
    restructuring expertise
   CRS is operationally-focused through disciplined performance improvement analytics
    to ensure the enterprise is restructured to best position itself for future profitability
   CRS has the valuation and capital markets knowledge to craft a sustainable capital
    structure which provides the restructured enterprise the financial underpinning to
    move forward to executing its business plan
   CRS has a breath of experience in restructuring related areas such as forensic
    accounting, litigation support, post-confirmation trusteeships and claims settlement
    and reporting
   Resources of a 75 person consulting practice balanced in serving both debtor and
    creditor constituencies with a dedicated staff of 12 senior staff 100 percent dedicated
    to CRS



                                                                                                2
The Claro Group Difference
   The Claro Group is dedicated to optimizing the enterprise value of distressed
    companies and providing tangible value to the constituents we represent
   Our consultants have functional experience in all aspects of the restructuring and
    bankruptcy process and combine such knowledge with specific industry
    experience and expertise in performance improvement
   We have a record of negotiating with multiple constituencies which are
    frequently adverse towards a settlement which reflects the economic reality
    within the framework of the law and the governing credit arrangements
   We communicate with our clients to ensure they comprehend the facts and
    circumstances so they are prepared to act in a manner to preserve enterprise
    value
   We are mindful that we must add value to an engagement and are willing to tie
    results to our economics
   We are privately owned and our success is tied to our ability to deliver value with
    clarity and integrity
   While we are young, Consulting Magazine named us “One of Seven Small Jewels
    in March 2008



                                                                                          3
Claro Capabilities: Understanding Issues

   Claro will immediately analyze the financial and operational situation to develop
    the strategies and options available and to be accessed
     •   We have worked and have credibility with the secured lenders, bondholders, vendors,
         hedge funds and private equity to quickly address critical issues
     •   Our record of working in difficult time pressured situations and ability to clearly
         communicate the facts at hand will serve to expedite agreement to near and long
         term goals
     •   We will strive to enhance the operations to affect a turnaround and gain sufficient
         time to maximize value
     •   We will obtain needed liquidity to ensure sufficient runway to a successful turnaround
     •   When appropriate, we will rely on the skills and energy of existing management and
         seamlessly mold our team to support them in the turnaround
     •   We will provide functional knowledge and experience to fill key roles as needed
     •   We will transition to permanent management and control as soon as practical
     •   We will sell surplus assets or liquidate the enterprise if it is concluded that is the best
         option




                                                                                                       4
Claro Capabilities: Restructuring Experience

   Claro has experience and a proven record in negotiating and implementing
    restructurings including:
     •   Pre-arranged and Pre-packaged Chapter 11 restructurings
     •   Chapter 11 filings including Liquidating 11s
     •   Crisis Management / CRO roles
     •   Bankruptcy Trusteeships and Examiners
     •   DIP financing
     •   Out of Court Restructuring
     •   Credit Facility Covenant Modifications and Forbearances
     •   Bond Indenture Modifications
     •   Exchanges
     •   Debt for Equity Swaps
     •   Rights Offerings
     •   Exit Financing




                                                                               5
Claro Statement of Values

   Claro understands that integrity and clarity is the cornerstone of a successful
    outcome. Our engagement occurs during a time of crisis where reliability and
    credibility of the Claro team will have a meaningful affect on the outcome and
    results. To that end, Claro will:
     •   Provide analytical discipline which is actionable and fact-based
     •   Provide advice that is objective and supportable
     •   Accept assignments where we can add value to the enterprise
     •   Manage and respect the relationships with all stakeholders
     •   Foster a dialog which is constructive, respectful and conducive to value creation
     •   Honor the trust of our clients




                                                                                             6
Corporate Restructuring Services

       Claro’s Corporate Restructuring Group provides the following services to companies (pre and
        post petition) and creditors

          Interim                Financial              Operational              Bankruptcy             Bankruptcy
      Management              Restructuring              Movement                    Roles              Litigation

    • Crisis Management     • Liquidity              • Supply Chain and     •   Trustee             • Preferences
    • Exploring Strategic     Enhancement              Strategic Sourcing   •   Advisor             • Insider Transfers
      Alternatives          • Working Capital        • Demand Mgt           •   Examiner            • Causes of Action
    • Operations              Improvements           • Profitability        •   Responsible Party   • Asset Searches
      Stabilization         • Business Plan            Enhancement          •   Receiver            • Expert Testimony
    • Employee                Development            • Quality of Earning   •   Wind Downs          • Fraudulent
      severance &           • Integrated Financial     Analysis             •   Liquidations          Transfers
      retention plans         Projections            • Vendor Negotiation   •   DIP Sourcing &      • Zone of Insolvency
    • Negotiations          • Debt Restructuring       & Management             Negotiations
      between parties in    • Financial &            • Claim Analysis and   •   Exit Financing
      interest                Operational Due          Management           •   Contract/Lease
    • Covenant                Diligence              • Maximize Recovery        Analysis &
      Negotiation           • Asset Valuations         from 3rd Parties         Negotiation
    • Financial Reporting                              including Insurers   •   POR/POL
                                                                                Negotiations
                                                                            •   Going Concern
                                                                                v. Liquidation
                                                                                Valuations
                                                                            •    Conducting 363
                                                                                 Asset Sales
                                                                            •    Constituency
                                                                                 Management




                                                                                                                           7
Corporate Restructuring Industries

   Claro’s restructuring team members have provided numerous company side and
    secured and unsecured creditor representation in the following industries:


                    Financial Services
                    Healthcare
                    Energy
                    Manufacturing
                    Real Estate
                    Retail & Restaurants
                    Services
                    Telecom & Technology




                                                                                 8
Corporate Restructuring – Advisors to Debtors
                                    WW Steel


       Allied Defense
    Served as the Debtor’s    Served as the Debtor’s     Served as the Debtor’s       Served as the Debtor’s
           Advisor                   Advisor                    Advisor                      Advisor




        Vending Data
                                                            Bluewater Thermal           Triboro Wholesale
                                                                Services

   Served as the Debtor’s     Served as the Debtor’s     Served as the Debtor’s       Served as the Debtor’s
  Advisor For Vending Data           Advisor                    Advisor                      Advisor




                                                             First Wave Marine              Cleartel




     Selected to Serve as     Served as the Debtor’s     Served as the Debtor’s       Served as the Debtor’s
    Chief Operating Officer          Advisor                    Advisor                      Advisor
      To Citi Residential
         Lending, Inc.




                                    Note: Claro current professionals served these clients while employed at other firms


                                                                                                                           9
Corporate Restructuring – Advisors to Debtors




                      Enron                       Enron                   Cheniere Energy

               Served as the Debtors’      Served as the Debtors’       Served as the Debtors’
                      Advisor                     Advisor                      Advisor




                                                                       Silver State Helicopters



              Served as the Debtors’      Served as the Debtors’       Served as the Debtors’
                     Advisor                     Advisor                      Advisor




     Claro current professionals may have served certain of these clients while employed
     at other firms

                                                                                                  10
Corporate Restructuring – Advisors to Creditors



    Served as the Creditors’   Served as the Creditors’    Served as the Creditors’     Served as the Creditors’
            Advisor                    Advisor                     Advisor                      Advisor




       Graphic Scanning




   Served as the Creditors’    Served as the Creditors’   Served as the Creditors’      Served as the Creditors’
           Advisor                     Advisor                    Advisor                       Advisor




                                                                Zybernaut Inc.




    Served as the Creditors’   Served as the Creditors’   Served as the Creditors’      Served as the Creditors’
            Advisor                    Advisor                    Advisor                       Advisor




                                      Note: Claro current professionals served these clients while employed at other firms


                                                                                                                             11
Corporate Restructuring – Advisors to Creditors

                                        Telergy                       DVI                 Benedek Broadcasting



    Represented Unsecured       Served as the Creditors’    Served as the Creditors’     Served as the Creditors’
   Creditors Pursuing Claims            Advisor                     Advisor                      Advisor
    From Insolvent Estates
   and Schemes Arranged in
              UK




       OIC Runoff Limited               KWELM                  Southern American            Mission Insurance
                                                              Insurance Company                 Company


    Represented Unsecured       Represented Unsecured       Represented Unsecured        Represented Unsecured
   Creditors Pursuing Claims   Creditors Pursuing Claims   Creditors Pursuing Claims    Creditors Pursuing Claims
    From Insolvent Estates      From Insolvent Estates      From Insolvent Estates       From Insolvent Estates
   and Schemes Arranged in     and Schemes Arranged in     and Schemes Arranged in      and Schemes Arranged in
              UK                          UK                          US                           US




       Reliance Insurance        Sovereign Marine &            English & American         The Home Insurance
            Company               General Insurance            Insurance Company               Company
                                      Company
    Represented Unsecured       Represented Unsecured       Represented Unsecured        Represented Unsecured
   Creditors Pursuing Claims   Creditors Pursuing Claims   Creditors Pursuing Claims    Creditors Pursuing Claims
    From Insolvent Estates      From Insolvent Estates      From Insolvent Estates       From Insolvent Estates
   and Schemes Arranged in     and Schemes Arranged in     and Schemes Arranged in      and Schemes Arranged in
              UK                           UK                         UK                           US




                                       Note: Claro current professionals served these clients while employed at other firms


                                                                                                                              12
www.theclarogroup.com




                        13

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Claro Corporate Restructuring Overview

  • 1. Corporate Restructuring Overview The Claro Group
  • 2. Corporate Restructuring Services  Experienced Leadership Team with a proven record of achieving results for clients in over 75 engagements  Committed to provide senior level attention and accountability to each engagement  National focus with staff in New York, Chicago, Los Angles and Houston  Corporate Restructuring Services (“CRS”) combines deep industry knowledge with restructuring expertise  CRS is operationally-focused through disciplined performance improvement analytics to ensure the enterprise is restructured to best position itself for future profitability  CRS has the valuation and capital markets knowledge to craft a sustainable capital structure which provides the restructured enterprise the financial underpinning to move forward to executing its business plan  CRS has a breath of experience in restructuring related areas such as forensic accounting, litigation support, post-confirmation trusteeships and claims settlement and reporting  Resources of a 75 person consulting practice balanced in serving both debtor and creditor constituencies with a dedicated staff of 12 senior staff 100 percent dedicated to CRS 2
  • 3. The Claro Group Difference  The Claro Group is dedicated to optimizing the enterprise value of distressed companies and providing tangible value to the constituents we represent  Our consultants have functional experience in all aspects of the restructuring and bankruptcy process and combine such knowledge with specific industry experience and expertise in performance improvement  We have a record of negotiating with multiple constituencies which are frequently adverse towards a settlement which reflects the economic reality within the framework of the law and the governing credit arrangements  We communicate with our clients to ensure they comprehend the facts and circumstances so they are prepared to act in a manner to preserve enterprise value  We are mindful that we must add value to an engagement and are willing to tie results to our economics  We are privately owned and our success is tied to our ability to deliver value with clarity and integrity  While we are young, Consulting Magazine named us “One of Seven Small Jewels in March 2008 3
  • 4. Claro Capabilities: Understanding Issues  Claro will immediately analyze the financial and operational situation to develop the strategies and options available and to be accessed • We have worked and have credibility with the secured lenders, bondholders, vendors, hedge funds and private equity to quickly address critical issues • Our record of working in difficult time pressured situations and ability to clearly communicate the facts at hand will serve to expedite agreement to near and long term goals • We will strive to enhance the operations to affect a turnaround and gain sufficient time to maximize value • We will obtain needed liquidity to ensure sufficient runway to a successful turnaround • When appropriate, we will rely on the skills and energy of existing management and seamlessly mold our team to support them in the turnaround • We will provide functional knowledge and experience to fill key roles as needed • We will transition to permanent management and control as soon as practical • We will sell surplus assets or liquidate the enterprise if it is concluded that is the best option 4
  • 5. Claro Capabilities: Restructuring Experience  Claro has experience and a proven record in negotiating and implementing restructurings including: • Pre-arranged and Pre-packaged Chapter 11 restructurings • Chapter 11 filings including Liquidating 11s • Crisis Management / CRO roles • Bankruptcy Trusteeships and Examiners • DIP financing • Out of Court Restructuring • Credit Facility Covenant Modifications and Forbearances • Bond Indenture Modifications • Exchanges • Debt for Equity Swaps • Rights Offerings • Exit Financing 5
  • 6. Claro Statement of Values  Claro understands that integrity and clarity is the cornerstone of a successful outcome. Our engagement occurs during a time of crisis where reliability and credibility of the Claro team will have a meaningful affect on the outcome and results. To that end, Claro will: • Provide analytical discipline which is actionable and fact-based • Provide advice that is objective and supportable • Accept assignments where we can add value to the enterprise • Manage and respect the relationships with all stakeholders • Foster a dialog which is constructive, respectful and conducive to value creation • Honor the trust of our clients 6
  • 7. Corporate Restructuring Services  Claro’s Corporate Restructuring Group provides the following services to companies (pre and post petition) and creditors Interim Financial Operational Bankruptcy Bankruptcy Management Restructuring Movement Roles Litigation • Crisis Management • Liquidity • Supply Chain and • Trustee • Preferences • Exploring Strategic Enhancement Strategic Sourcing • Advisor • Insider Transfers Alternatives • Working Capital • Demand Mgt • Examiner • Causes of Action • Operations Improvements • Profitability • Responsible Party • Asset Searches Stabilization • Business Plan Enhancement • Receiver • Expert Testimony • Employee Development • Quality of Earning • Wind Downs • Fraudulent severance & • Integrated Financial Analysis • Liquidations Transfers retention plans Projections • Vendor Negotiation • DIP Sourcing & • Zone of Insolvency • Negotiations • Debt Restructuring & Management Negotiations between parties in • Financial & • Claim Analysis and • Exit Financing interest Operational Due Management • Contract/Lease • Covenant Diligence • Maximize Recovery Analysis & Negotiation • Asset Valuations from 3rd Parties Negotiation • Financial Reporting including Insurers • POR/POL Negotiations • Going Concern v. Liquidation Valuations • Conducting 363 Asset Sales • Constituency Management 7
  • 8. Corporate Restructuring Industries  Claro’s restructuring team members have provided numerous company side and secured and unsecured creditor representation in the following industries:  Financial Services  Healthcare  Energy  Manufacturing  Real Estate  Retail & Restaurants  Services  Telecom & Technology 8
  • 9. Corporate Restructuring – Advisors to Debtors WW Steel Allied Defense Served as the Debtor’s Served as the Debtor’s Served as the Debtor’s Served as the Debtor’s Advisor Advisor Advisor Advisor Vending Data Bluewater Thermal Triboro Wholesale Services Served as the Debtor’s Served as the Debtor’s Served as the Debtor’s Served as the Debtor’s Advisor For Vending Data Advisor Advisor Advisor First Wave Marine Cleartel Selected to Serve as Served as the Debtor’s Served as the Debtor’s Served as the Debtor’s Chief Operating Officer Advisor Advisor Advisor To Citi Residential Lending, Inc. Note: Claro current professionals served these clients while employed at other firms 9
  • 10. Corporate Restructuring – Advisors to Debtors Enron Enron Cheniere Energy Served as the Debtors’ Served as the Debtors’ Served as the Debtors’ Advisor Advisor Advisor Silver State Helicopters Served as the Debtors’ Served as the Debtors’ Served as the Debtors’ Advisor Advisor Advisor Claro current professionals may have served certain of these clients while employed at other firms 10
  • 11. Corporate Restructuring – Advisors to Creditors Served as the Creditors’ Served as the Creditors’ Served as the Creditors’ Served as the Creditors’ Advisor Advisor Advisor Advisor Graphic Scanning Served as the Creditors’ Served as the Creditors’ Served as the Creditors’ Served as the Creditors’ Advisor Advisor Advisor Advisor Zybernaut Inc. Served as the Creditors’ Served as the Creditors’ Served as the Creditors’ Served as the Creditors’ Advisor Advisor Advisor Advisor Note: Claro current professionals served these clients while employed at other firms 11
  • 12. Corporate Restructuring – Advisors to Creditors Telergy DVI Benedek Broadcasting Represented Unsecured Served as the Creditors’ Served as the Creditors’ Served as the Creditors’ Creditors Pursuing Claims Advisor Advisor Advisor From Insolvent Estates and Schemes Arranged in UK OIC Runoff Limited KWELM Southern American Mission Insurance Insurance Company Company Represented Unsecured Represented Unsecured Represented Unsecured Represented Unsecured Creditors Pursuing Claims Creditors Pursuing Claims Creditors Pursuing Claims Creditors Pursuing Claims From Insolvent Estates From Insolvent Estates From Insolvent Estates From Insolvent Estates and Schemes Arranged in and Schemes Arranged in and Schemes Arranged in and Schemes Arranged in UK UK US US Reliance Insurance Sovereign Marine & English & American The Home Insurance Company General Insurance Insurance Company Company Company Represented Unsecured Represented Unsecured Represented Unsecured Represented Unsecured Creditors Pursuing Claims Creditors Pursuing Claims Creditors Pursuing Claims Creditors Pursuing Claims From Insolvent Estates From Insolvent Estates From Insolvent Estates From Insolvent Estates and Schemes Arranged in and Schemes Arranged in and Schemes Arranged in and Schemes Arranged in UK UK UK US Note: Claro current professionals served these clients while employed at other firms 12