EXHIBIT H EXHIBIT H US by yaoyufang

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									EXHIBIT H
US Bankruptcy Court - Delaware                      FINAL - October 4, 2010
In Re Leslie Controls                                  Charles Mullin, Ph.D.



                                                                  Page 1
      IN THE UNITED STATES BANKRUPTCY COURT
      FOR THE DISTRICT OF DELAWARE


      CHAPTER 11
      INRE:
      LESLIE CONTROLS, INC.,
              Debtor.




      DEPOSITION OF
      Charles Mullin, Ph.D.
      October 4, 2010
      Washington, D.C.
      Lead: John Dorsey, Esquire
      Firm: Young Conaway




      FINAL COPY
      JANE ROSE REPORTING          1-800-825-3341


                                                JANE ROSE REPORTING
                                     1-800-825-3341 janerosereporting.com
US Bankruptcy Court - Delaware                       FINAL - October 4, 2010
In Re Leslie Controls                                   Charles Mullin, Ph.D.



                                                                   Page 2
      APPEARANCES
      YOUNG CONAWAY STARGATT & TAYLOR, LLP
         Attorneys for Debtor
         P.O. Box 391
         The Brandywine Building
         1000 West Street, 17th Floor
         Wilmington, DE 19801
         Phone: 302-571-6712
         John T. Dorsey, Esquire


      DICKSTEIN SHAPIRO, LLP
         Attorneys for Leslie Controls
         1825 Eye Street, N.W.
         Washington, D.C. 20006-5403
         Phone: 202-420-3369
         Scott N. Godes, Esquire


      FRANKIGECKER, LLP
         Attorneys for Asbestos Claimants Committee
         325 N. LaSalle Street, Suite 625
         Chicago, IL 60610
         Phone: 312-276-1400
         Joseph D. Frank, Esquire



                                                    JANE ROSE REPORTING
                                         1-800-825-3341 janerosereporting.com
US Bankruptcy Court - Delaware                      FINAL - October 4, 2010
In Re Leslie Controls                                  Charles Mullin, Ph.D.



                                                                  Page 3
      APPEARANCES CONTINUED:
      GOODWIN PROCTER, llP
         Attorneys for CIRCOR International, Inc.
         901 New York Avenue, N.W.
         Washington, D.C. 20001
         Phone: 202-346-4244
         Richard M. Wyner, Esquire .
      MONTGOMERY McCRACKEN WALKER & RHOADES, llP
         Attorneys for Official Committee of Unsecured
         Creditors
         123 South Broad Street
         Avenue of the Arts
         Philadelphia, PA 19109
         Phone: 215""772-7410
         laurie A. Krepto, Esquire
      HARDIN KUNDLA McKEON & POlETTA, P.A.
         Attorneys for Winterthur Swiss Insurance Co. &
         Yasuda Fire & Marine Insurance Co. (UK), Ltd.
         673 Morris Avenue
         Springfield, NJ 07081
         Phone: 973-912-5222
         John S. Favate, Esquire


                                                  JANE ROSE REPORTING
                                       1-800-825-3341 janerosereporting.com
US Bankruptcy Court - Delaware                      FINAL - October 4, 2010
In Re Leslie Controls                                  Charles Mullin, Ph.D.



                                                                  Page 4
      APPEARANCES CONTINUED:
      CROWELL & MORING, LLP
         Attorneys for Century Indemnity Company
         1001 Pennsylvania Avenue, N.W.
         Washington, D.C. 20004
         Phone: 202-624-2727
         Leslie A. Davis, Esquire
         Stacie B. Lieberman, Esquire




      ALSO PRESENT:
         Andrew R. Evans, Bates White




         JANE ROSE REPORTING
         80 Fifth Avenue
         New York, New York 10011
         1-800-825-3341
         Susan L. Ciminelli, CRR, RPR




                                                   JANE ROSE REPORTING
                                        1-800-825-3341 janerosereporting.com
· US Bankruptcy Court - Delaware                                FINAL - October 4, 2010
  In Re Leslie Controls                                            Charles Mullin, Ph.D.



                                                                              Page 5
        TABLE OF CONTENTS
        DEPOSITION OF CHARLES MULLIN, PH.D.


        Examination by Mr. Dorsey.................... Page 6
        Examination by Mr. Wyner ..................... Page 186




        Index to Exhibits ................. ,...... .Page 197


        Notice to Read & Sign ..................... Page 201




                                                             JANE ROSE REPORTING
                                                  1-800-825-3341 jane rose reporting .com
US Bankruptcy Court - Delaware                      FINAL - October 4, 2010
In Re Leslie Controls                                  Charles Mullin, PhD .



                                                                 . Page 6
  1            Monday, October 4, 2008
  2              Washington, D.C.
  3

  4                Whereupon,
  5             CHARLES MULLIN, PH.D.
  6       1300 Eye Street, N.W. Washington, D.C.,
  7    having been duly sworn, was examined and testifies
  8                as follows:
  9

 10                EXAMINATION
 11

 12      EXAMINATION BY COUNSEL FOR LESLIE CONTROLS
 13   BY MR. DORSEY:
 14      Q.   Good morning, Dr. Mullin. We met a moment
 15   ago. My name is John Dorsey. I represent the future
 16   claims representative in the Leslie Controls
 17   bankruptcy proceeding in the bankruptcy court in
 18   Delaware, and we are here today to take your
 19   deposition. I assume you've been deposed before; is
 20   that correct?
 21      A.   I have.
 22      Q.   How many times?



                                                JANE ROSE REPORTING
                                     1-800-825-3341 janerosereporti ng .com
US Bankruptcy Court - Delaware                               FINAL - October 4, 2010
In Re Leslie Controls                                           Charles Mullin, Ph.D.



                                                                        Page 168
  1   company that's trying to be successful.
  2      Q.   When did you start that company?
  3      A.   I think about three years ago at this
  4   point. I'm not sure on the exact date.
  5      Q.   And what does Litigation --I'm just going
  6   to call it LRG, if that's all right?
  7      A.   That's fine.
  8      Q.   What does LRG do?
  9      A.   It tries to facilitate business
 10   transactions for entities facing liabilities.
 11      Q.   When you say business transactions" what
 12   kind of transactions are you talking about?
 13      A.   It varies, depending on the entity's need.
 14   So probably I could give you a couple of concrete
 15   examples. Suppose a company wants to do an IPO and
 16   it wants to create comfort that some set of
 17   liabilities aren't that dangerous and give comfort to
 18   the banks and the potential purchasers. Litigation
 19   Resolution Group may try to place for them some type
 20   of indemnification, capped indemnification, some type
 21   of signal to the market about what those liabilities
 22   are likely to be, so there is a third party credible




                                                      JANE ROSE REPORTING
                                           1-800-825-3341 janerosereporti ng. com
US Bankruptcy Court - Delaware                           FINAL - October 4, 2010
In Re Leslie Controls                                       Charles Mullin, Ph.D.



                                                                    Page 169
  1   signal to potential investors as to the likely range
  2   of those liabilities that facilitates the exchange of
  3   information in a credible manner, in essence.
  4      Q.   Do you do work with companies that are
  5   facing potential asbestos liabilities?
  6      A.   I would.
  7      Q.   Do you advertise the company as someone,
  8   as a company that can deal with potential asbestos
  9   liabilities on behalf of a company?
 10      A.   Yes. It's capable of doing that.
 11      Q.   Is it something you advertise?
 12      A.   I think so. I don't remember exactly what
 13   all is on the website.
 14      Q.   Okay. What's your position with LRG, by
 15   the way?
 16      A.   I'm a principal within it, one of the
 17   founders.
 18      Q.   Is it a partnership or LLC?
 19      A.   It's an LLC.
 20

 21               (Exhibit 3 marked.)
 22




                                                     JANE ROSE REPORTING
                                          1-800-825-3341 janerosereporting.com
US Bankruptcy Court - Delaware                               FINAL - October 4, 2010
In Re Leslie Controls                                           Charles Mullin, Ph.D.



                                                                        Page 171
  1   companies, 524(g) would dominate what LRG can offer.
  2   For other companies, LRG may dominate what 524(g)
  3   could offer. But it's just pros and cons.
  4      Q.    When you say it's a financial instrument,
  5   what do you mean?
  6      A.    It's a financial transaction. It's--
  7   unlike 524(g), where it's a ruling from a bankruptcy
  8   court with a congressionally backed channeling
  9   injunction, and that's how you're getting your sense
 10   of finality or your reaching, what LRG will do for a
 11   client is it will quantify a litigation risk that
 12   they assess. It will underwrite that litigation risk
 13   and offer to take it on for a price.
 14      Q.    How does it work? Can you tell me? How
 15   would that work?
 16      A.    There is no -- it's a business
 17   transaction, so it's not constrained to work in any
 18   one particular manner. So you can work with the
 19   business needs of your client to construct a
 20   financial instrument that really hedges the risk that
 21   they are facing. And you can tailor it to their
 22   needs.




                                                        JANE ROSE REPORTING
                                             1-800-825-3341 janerosereporti ng. com
US Bankruptcy Court - Delaware                             FINAL - October 4, 2010
In Re Leslie Controls                                         Charles Mullin, Ph.D.



                                                                      Page 172
  1      Q.    Are you buying the liabilities from them?
  2   Is that what you're doing? Or are they selling you
  3   the liabilities, I should say?
  4      A.    Neither of those is exactly right.
  5   mean, it could go -- it can take different forms so
  6   there is no one characterization. It -- as I said,
  7   it depends on what a company's needs are as to what
  8   form that would take.
  9      Q.    Are you currently working with any
 10   companies on their asbestos liabilities?
 11      A.    No.
 12      Q.    Have you in the past worked with any
 13   companies on their asbestos liabilities?
 14      A.    Yes.
 15      Q.    And how many companies have you worked
 16   with on their asbestos liabilities?
 17      A.    I don't know the exact count of how many
 18   we've had a meaningful interaction with. But less
 19   than 10.
 20     . Q.   And are those less than 10 where you've
 21   actually entered into this financial instrument that
 22   released them of their asbestos liabilities?



                                                     JANE ROSE REPORTING
                                          1-800-825-3341 janerosereporti ng .com
US Bankruptcy Court - Delaware                            FINAL - October 4, 2010
In Re Leslie Controls                                        Charles Mullin, Ph.D.



                                                                     Page 173
  1      A.       We haven't entered into a financial
  2   instrument with anybody. That's why I said it's a
  3   struggling startup hoping to succeed one day.
  4       Q.      And if you look at Exhibit Number 3 at the
  5   bottom, there is a chart, and beneath the chart there
  6is some language that says, as evidenced by past
  7   corporate reorganizations that involve 524(g) of the
  8   U.S. bankruptcy code, many companies facing the
  9   specter of legacy asbestos related claims benefit by
 10   paying sums above the direct cost of their asbestos
 11   litigation to obtain finality and eliminate thos~
 12   direct litigation costs.
 13      A.       Yes.
 14       Q.      And that's pretty much what we talked
 15   about in this case. That you believe Leslie paid a
 16   premium above what the value of the claims are in
 17   order to be released of those liabilities?
 18      A.       I believe CIRCOR did.
 19       Q.      CIRCOR?
 20      A Yes. CIRCOR made a business decision to
 21   pay above its expected costs of the liability to get
 22   finality.



                                                       JANE ROSE REPORTING
                                            1-800-825-3341 janerosereporting .com

								
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