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					            Concurrent Session




                                                                      26th Annual Conference
“Will the Sun Set on Unsecured Creditors?”




                                                                      San Diego, California
       LBO Litigation in the Midst of a
               Financial Crisis

                         2:45–3:45 p.m.
                      Friday, June 11, 2010




  Susheel Kirpalani         Eric Danner, CIRA          Dan Winikka
   (Quinn Emanuel)                (CRG)                 (Jones Day)

                             Sandeep Qusba
                        (Simpson Thacher & Bartlett)
    “When Will the Sun Set on
        Unsecured Creditors?”
LBO Litigation in the Midst of a
                Financial Crisis
                 June 11, 2010
Panel




 Susheel Kirpalani, Quinn Emanuel Urquhart &
 Sullivan, LLP (moderator)
 Eric Danner, CRG Partners Group, LLC
 Sandeep Qusba, Simpson Thacher & Bartlett LLP
 Daniel Winikka, Jones Day




                                                 2
Table of Cases




 I.     TOUSA, Inc.                 5
 II.    Station Casinos, Inc.       7
 II.    Lyondell Chemical Company   9
 III.   Tribune Company             11
 IV.    Mervyns                     13
 IV.    Extended Stay, Inc.         15




                                         3
Disclaimer



  This presentation is provided for informational purposes only
  and should not be relied upon for any other use. The content
  included herein has been compiled from various public sources,
  including court filings, SEC filings and media reports, the
  accuracy of which cannot be completely confirmed.           No
  attorney-client relationship is created by the delivery of this
  presentation.




                                                                4
TOUSA, Inc.


 In June 2005, Homes LP, a subsidiary of TOUSA entered into a joint venture with
 Falcone/Ritchie LLC to acquire home building assets owned by Transeastern Properties in
 Florida. The joint venture was funded with $675 million in debt, which was guaranteed by
 TOUSA and Homes LP. The joint venture failed and the lenders that financed the venture
 (the “Transeastern Lenders”) sued for payment of the TOUSA guaranties. In July 2007,
 TOUSA settled this litigation for $421 million. To finance the settlement, TOUSA and several
 of its subsidiaries (the “Conveying Subsidiaries”) borrowed $500 million from certain
 lenders (the “New Lenders”), even though the Conveying Subsidiaries were not defendants
 in the litigation and were not liable to the Transeastern Lenders.
 The Committee sought to avoid the amounts paid to the Transeastern Lenders and the
 obligations owed to the New Lenders as fraudulent transfers. It also sought to avoid as
 preferential the grant of a security interest in a $210 million tax refund, which was perfected
 shortly before the Debtors’ petition was filed.
 In its motion for standing, the Committee requested exclusive authority to compromise and
 settle these causes of action. The Court denied that request without prejudice.
 After a 13-day trial in 2009, the Court upheld the Committee’s fraudulent conveyance claims
 and ordered that the liens obtained by the New Lenders be avoided and they disgorge and
 return to the estate all payments of interest and principal. It also ruled that the Transeastern
 Lenders must return the settlement proceeds to the estate and that the security interest in
 the tax refund be avoided.
                                                                                               5
TOUSA, Inc.


 In determining that TOUSA was insolvent, the Court was persuaded by, among others
 facts:
     the severe downturn in the housing market and TOUSA’s business
     reports of analysts, ratings agencies and market participants finding that TOUSA was
     deeply troubled
     the lenders’ inability to syndicate the new loans
 Prior to finalizing the settlement with the Transeastern Lenders, TOUSA obtained a
 favorable solvency opinion. The Court found that the opinion was not credible
 because the consultant was retained on a contingent fee arrangement, it relied on
 projections provided entirely by TOUSA management, it did not sufficiently stress
 those projections and its opinion concerned TOUSA solely on a consolidated basis.
 The Court also found that:
     indirect benefits such as business synergies or other improvements to day-to-day
     operations did not constitute “reasonably equivalent value”
     the “savings clause” in the New Lenders’ agreements had no effect because, among
     other reasons, TOUSA was insolvent even before those agreements were finalized
     the New Lenders could not rely on a “good faith” defense because they had notice of
     TOUSA’s insolvency from publicly available information
                                                                                       6
Station Casinos, Inc.

  Station Casinos, Inc. (“SCI”) shifted from a public to a private company in
  November 2007 through a leveraged buyout financed in part by a $2.05 billion
  loan from the certain lenders secured by certain casino operating assets. Under
  a separate "lease" agreement, SCI transferred casino real properties to a newly-
  formed, indirect wholly-owned subsidiary “PropCo,” which in turn leased them
  back to SCI.
          SCI’s debt load was increased by $1.7 billion without the receipt of
          reasonably equivalent value.
          However, the unique, complex structure of the deal required the UCC to seek
          to recharacterize a lease in conjunction with avoiding the lenders’ liens.
  Prepetition, the Debtors established a “Special Litigation Committee” (“SLC”) to
  review the transaction. The SLC issued its report post-petition finding that no
  colorable claims existed against insiders or secured lenders. The SLC’s report
  supported the Debtors’ claim that they were not “unjustifiably refusing” to
  assert the claims.
  The Debtors, seeking to reorganize with the benefit of the lenders’ support, did
  not pursue the litigation and deemed unsecured creditors to be “out of the
  money.”
                                                                                   7
Station Casinos, Inc.


  The Bankruptcy Court refused to grant standing to the UCC, finding that the
  standard set forth in In re STN Enterprises, 770 F.2d 901 (2d Cir. 1985) required
  not only a showing of colorability but that the Court weigh the costs and
  benefits of litigation to the estate.
      In applying this standard, the Court allowed nearly all parties opposing the
      standing request to put in significant evidentiary material concerning the merits of
      the underlying claims (e.g., valuation as of the time of the transaction).
      The Court also was inclined to believe that the transfers to former stock holders
      was safe-harbored under Section 546(e).
      Does the avoidance of liens benefit the estate?
  Other issues facing unsecured creditors include:
     Significant, contemporaneous investment made by third party equity investor.
     The real property assets originated from non-debtor subsidiaries for which the
     unsecured creditors’ claims were limited to equity value.
  Current plan: awards ownership of Propco to lenders and to equity who will
  make a new investment of $85.6 million; balance of assets to be sold subject to
  Court-supervised auction.
                                                                                        8
Lyondell Chemical Company


 LyondellBasell (“LBI”) was created on December 20, 2007, in a combination of Basell AF
 S.C.A. and Lyondell Chemical Company, in which Basell acquired all of the outstanding
 common shares of Lyondell. As part of the transaction, Deutsche Bank issued a favorable
 fairness opinion. The transaction was financed with approximately $20 billion pursuant to,
 among others, a senior credit facility and a bridge loan facility.
 Following the merger:
      several billions of dollars of LBI’s senior secured debt was purchased on the secondary
      market
      the Delaware Supreme Court issued a decision in a class action lawsuit by Lyondell
      shareholders, finding that the Lyondell directors did not breach their duties of loyalty in
      agreeing to the price offered by Basell
 In January 2009, the company filed a voluntary Chapter 11 petition in New York. The
 Committee was appointed on January 16, 2009. In July 2009, the Committee brought an
 adversary proceeding against LBI’s senior secured and bridge lenders and Lyondell
 Chemical Company’s former shareholders, among others, seeking to avoid the liens and
 obligations owed to the lenders and the money paid to the shareholders.
 The Court divided the proceeding into sequential “phases,” the first of which was to
 conclude in a trial on whether the company was solvent on the day of the merger. Just prior
 to that trial, the Debtors reached a settlement with the lender defendants.

                                                                                               9
Lyondell Chemical Company


 In the proceedings to determine the fairness of that settlement, the Committee
 challenged the Debtors’ standing to settle the Committee’s claims as well as the
 Debtors’ motives in negotiating that settlement. The Court never reached a
 decision on these issues, as a new settlement agreement was reached among
 the lenders, the Debtors and the Committee.
 On October 26, 2009, the Court, on the Committee’s motion, appointed an
 examiner to investigate certain of the Debtors’ decisions in connection with the
 restructuring. The examiner released a report in December 2009, finding that
 the Debtors had not acted inappropriately. A subsequent motion by the
 Committee to expand the examiner’s investigation was denied by the Court.
 Various shareholder defendants have moved for summary judgment on the
 grounds that the payments made to them in connection with the merger are
 protected by the “safe harbor” provisions in Section 546(e) of the Bankruptcy
 Code. The Court has yet to rule on these motions.
 As part of the Committee’s settlement with the lenders and the Debtors’ overall
 plan confirmation, various litigation and creditors trusts have been formed to
 pursue the Committee’s causes of action.
                                                                              10
Tribune Company


 Two-staged transaction:
    Stage 1 – April 2007: Tribune borrows $7B, redeems 126 million shares
    at $34 = $4.3B, and refinances $2.8B existing Tribune debt
    Stage 2 – December 2007: Tribune borrows additional $3.7B and
    redeems remaining shares for $4.0B
    Collapsing the transaction, Tribune took on approx. $11B of new debt to
    pay off greater than $3B in prior debt and to purchase 100% of its
    publicly-traded common stock.
 Structure frustrated intent of indenture’s equal and ratable clause. The
 bank lenders received unsecured guarantee claims at the operating
 subsidiaries.
 Tribune was left with an annual debt service of >$1B with only $1.147B
 in EBITDA. The $34 go-private price represented a 9x multiple – very
 rich, especially in the context of the challenges facing Tribune’s media
 industries. Debt to equity went from 4.8:1 to 11.8:1.
                                                                         11
Tribune Company


 The UCC – through special counsel – was investigating the transaction on a
 "consensual basis" with the debtors.   Debtors’ and UCC counsel were
 conflicted.
 Indenture trustee filed a Rule 2004 motion.      The motion was resolved
 consensually and it was afforded access to documents.
 The UCC retained conflicts counsel and moved for standing. Prior to the court
 ruling upon the issue, or any action being commenced, the Debtors, certain
 bank lenders, and noteholders agreed to settle their dispute, affording holders
 of the senior notes 7.4 percent of the company's distributable value, which will
 be paid in a combination of cash, debt and stock.
 Other lenders and subordinated noteholders have objected to the agreement.
    The subordinated noteholders have commenced a related action asserting direct
    claims (breach of fiduciary duty against bank lender that was also indenture
    trustee for the subordinated notes) and seeking to equitably subordinate and
    disallow the bank lenders' claims.
 An examiner has since been appointed and that investigation is pending and
 slotted on a dual track with plan confirmation.
                                                                              12
Mervyn’s


 Target Corp. (“Target”) sold Mervyn's to Mervyn’s Holdings, a new holdco
 formed by three private equity groups ("PE Owners"), for $1.175 billion.
 Mervyn’s real estate assets were transferred to a bankruptcy remote company
 formed by the PE Owners on September 2, 2004. The sale was financed with
 equity and debt commitments in the amount of $800 million and $429 million
 cash investment by PE Owners. All or substantially all of the loan proceeds
 were paid over to Target.
 Effect: The Debtor was stripped of its real estate assets, which were leased
 back to the Debtor at increased rates to enable Mervyn’s Holdings to meet its
 acquisition debt, and Mervyn’s Holdings was conflicted as the parent of both
 the Debtor and real estate owners. Debtor was left with working capital as little
 as $22 million and acquired additional debt totaling over $800 million.




                                                                               13
Mervyn’s


 On September 2, 2008, the Committee commenced an adversary proceeding by filing a
 complaint seeking, inter alia, to avoid the payments made to Target under theories of actual
 and constructive fraud under state law (given that the transaction was more than two years
 prior to the commencement of the bankruptcy case).
      Target argued (a) it did not receive an interest in the debtor’s property because Mervyn’s
      Holdings, not Mervyn’s paid the purchase price, (b) it did not render Mervyn’s insolvent, and
      (c) it did not sell Mervyn’s with the intent to hinder, delay, or defraud creditors.
 The Committee’s complaint has survived a motion to dismiss. The Court collapsed the
 transaction and found (for purposes of a motion to dismiss):
      Target understood the transaction would split Mervyn’s from its real estate assets satisfied
      Rule 9(a).
      Section 546(e)’s safe harbor does not apply to “collapsed transactions” as “a general rule.”
      Because of the multiple conveyances made surrounding the transaction (e.g., real estate
      assets to SPV), the court would not safe harbor the payments made to Target.
      That the complaint contains pointed allegations of actual fraud and that the events
      surrounding the 2004 Sale were interdependent on that fraud. Moreover, the Court refused to
      look at the stock sale in isolation, recognizing that the other transactions to the sale do not fall
      within the parameters of section 546(e) (e.g., when Debtor transferred its real estate assets to
      SPV subsidiaries for virtually no consideration).
 Target has sought leave for interlocutory appeal.

                                                                                                       14
Extended Stay, Inc.


  Extended Stay and 69 of its affiliates filed Chapter 11 petitions in the Bankruptcy Court of
  the Southern District of New York on June 15, 2009. On February 18, 2010, five additional
  affiliates of Extended Stay commenced voluntary cases under Chapter 11 in SDNY.
  In June 2007, Extended Stay was acquired for approximately $8 billion by an investor
  consortium led by David Lichtenstein and the Lightstone Group. Prior to 2007, Extended
  Stay was owned by affiliates of the Blackstone Group.
  The acquisition was financed by (i) a mortgage loan in the principal amount of $4.1 billion
  and (ii) an aggregate of $3.3 billion in 10 mezzanine loans. Lichtenstein and Lightstone are
  guarantors of the non-recourse carve-out provisions of the mortgage loan. The mortgage is
  secured by cross-collateralized and cross-defaulted first priority liens on 664 Extended Stay
  hotels, among other things. It is alleged that as part of and following the acquisition,
  Blackstone and its affiliates received approximately $1.8 billion in cash plus dividends and
  distributions.
  Extended Stay was left with approximately $1.7 billion in debt over the company’s pre-
  acquisition obligations.
  The Committee was appointed on June 19, 2009. The Committee moved for standing in
  April 2010. It seeks to bring claims against, among others, the Blackstone Group affiliates,
  DL-DW (which was formed to acquire the company), Lightstone and the Debtors’ board of
  directors. The Committee’s motion for standing is to be argued at the end of June 2010.

                                                                                            15
Extended Stay, Inc.


  In September 2009, the Court appointed an examiner to investigate the
  negotiations and due diligence performed in connection with the acquisition.
  The examiner publicly filed his report on April 8, 2010.
  The Examiner found that:
      the acquirers failed to perform sufficient due diligence
      the acquisition was a “poor fit” for Extended Stay because the amount of leverage
      involved left the company with little margin for error
      Extended Stay missed virtually all of its performance targets for post-closing 2007
      at the acquisition’s closing, Extended Stay was left with unreasonably small
      capital with which to operate its business and failed to satisfy both the “cash flow”
      and “capital adequacy” tests for solvency
      the Debtors’ estates should be substantively consolidated
  The Examiner also noted that the statute of limitations for any causes of action
  arising under Bankruptcy Code section 548 expired on June 11, 2009—four days
  before Extended Stay’s petition date.


                                                                                         16
Panelist Biographies




                       17
Susheel Kirpalani
Partner

Susheel Kirpalani is the Chair of the Bankruptcy & Restructuring practice at Quinn Emanuel
Urquhart & Sullivan, LLP, the largest firm in the country dedicated to business litigation and
bankruptcy. He is nationally recognized as a zealous and creative creditors' rights lawyer.
Susheel's recent cases include several of the largest and most complex Chapter 11 cases filed
in the past few years. His representative clients include: the Official Committee of Unsecured
Creditors of Lehman Brothers Holdings, Inc.; the Tranche C DIP Lenders of Delphi Corp.; the
Official Committee of Unsecured Creditors of SemGroup, L.P.; debtor in possession Solutia,
Inc.; debtor in possession Buffets Inc.; debtor in possession American Home Mortgage Corp.;
the Official Committee of Unsecured Creditors of Sentinel Management Group; and the Refco
Litigation Trusts. At his prior firm, Susheel represented the Official Committee of Unsecured
Creditors in the Chapter 11 cases of Refco, Enron, RCN Corp., Teligent, Safety-Kleen, and ICO
Global Communications, among others.

Susheel was named among the outstanding young bankruptcy lawyers in the U.S. in 2005 and
2006 by Turnarounds & Workouts, and has been recognized each year since 2004 by Chambers
& Partners, and “The Best Lawyers in America," among other peer reviews. Susheel is a
frequent lecturer and panelist across the country, and is a member of the New York City Bar
Association's Bankruptcy & Reorganization Committee. He is a graduate of Fordham University
School of Law, where he was an associate editor of the Fordham Law Review.
                                                                                           18
Eric Danner
Partner
Eric Danner has over 15 years of experience in providing financial consulting and economic analysis to publicly and privately held
companies. He has helped clients in a number of different fields, including Technology, Financial Services, Textiles, Manufacturing,
Distribution, Environmental Services, Professional Services and Retail.

Mr. Danner has worked in crisis management situations creating and implementing turnaround business plans and acting in CFO and
COO roles in both out-of-court and bankruptcy contexts. He is also experienced in providing a variety of fiduciary services, including
litigation management, wind-down leadership and creditor claims resolution. Previously, he was at PriceWaterhouse LLP in a financial
analysis and assurance capacity. Some of his engagements include:
        •   Interim CFO for a publicly-traded $200 million training services company, where he reduced bank debt through the sale of various
            operating units & managed all aspects of the company’s out of court wind-down and dissolution process
        •   Financial advisor to the debtor for Pilgrim’s Pride Corporation, a publicly-traded $7.6 billion poultry company, where he was
            instrumental in the early stage stabilization of the Chapter 11 reorganization process
        •   Interim CFO for a $55 million consumer products company, where he made profitability and liquidity improvements and negotiated
            forbearance with the senior secured lender
        •   Interim COO for a $50 million produce distributor, where he managed all aspects of the day-to-day business operations, including
            sales, finance, product distribution and inventory management
        •   Financial advisor to the senior secured lenders of for Parking Company of Americas Airport, a $75 million off-airport parking
            company, where he advised the lenders through a bankruptcy file and §363 asset sale process to maximize recovery
        •   Financial advisor to the UCC for Arthur D. Little, a $400 million global consulting firm, where he managed the creditor claims
            resolution process and supervised the wind-down of more 60 debtor entities
        •   Managed the litigation efforts and creditor claim resolution process for the Litigation Trust of CTC Communications, a bankrupt
            telecommunication services provider
        •   Liquidation agent for Datatec, a publicly traded supplier of technology deployment services, during which he managed all litigation
            recovery and creditor claim resolution activities

Mr. Danner holds a bachelor’s degree in economics from Vassar College and an MBA in accounting/finance from Boston University.
He has earned both the Certified Public Accountant and the Certified Insolvency and Reorganization Advisor accreditations. He is a
member of the board of directors of the Association of Insolvency and Reorganization Advisors.                                 19
SANDEEP “SANDY” QUSBA
Partner, New York Office
Sandeep “Sandy” Qusba is a Partner at Simpson Thacher & Bartlett LLP in the Bankruptcy and
Restructuring practice group of the Firm's Corporate Department. His practice focuses primarily
on restructurings, bankruptcies, acquisition of distressed companies and bank financings. He
has represented agent banks and creditors in some of the largest Chapter 11 proceedings in
recent years as well as financial institutions across a wide range of sectors, among them
healthcare, energy, automotive, manufacturing and telecommunications.
Recent representations have included:
Representation of JPMorgan in connection with the Chapter 11 restructuring of the U.S.
businesses and existing capital structure of The Reader’s Digest Association Inc.;
Representation of JPMorgan and Deutsche Bank in connection with the Chapter 11 bankruptcy
proceedings of R.H. Donnelley Corporation and its subsidiaries;
Representation of Deutsche Bank in the Chapter 11 restructuring and the sale of Simmons
Bedding Company and its affiliates;
Representation of the lead arrangers in Calpine Corp.’s $8 billion exit financing; and
Representation of bank group in HomeBanc Mortgage Corp.’s bankruptcy;
Sandy received his B.A. from Tufts University in 1991 and his J.D., cum laude, from Syracuse
University in 1994. He served as a Law Clerk for Chief Judge Stephen D. Gerling in the U.S.
Bankruptcy Court of the Northern District of New York. Sandy has been named by Chambers
USA as one of the leading lawyers for bankruptcy/restructuring.                           20
Daniel P. Winikka
Partner
Dan Winikka represents debtors, creditors' committees, secured creditors, unsecured creditors, and acquirers
in complex business restructuring and bankruptcy matters. He has substantial experience representing clients
in a variety of industries in chapter 11 reorganizations and liquidations, complex bankruptcy-related litigation,
and the sale of assets and businesses of entities in bankruptcy, including both debtors/sellers and third-party
acquirers.
His chapter 11 debtor representations include: Dana, Kaiser Aluminum, Osyka, Pillowtex, and Purina Mills. Dan
represents or has represented committees, major creditors, or other key parties in interest in the chapter 11
cases of American Home Mortgage, Ameriserve Food Distribution, ASARCO, Daisytek International, El Paso
Refinery, GSI Group, Inc., Lyondell Chemical, National Gypsum, NetVersant Solutions, Physicians Resource
Group, Qimonda North America, Reliant Building Products, SemCrude, and Tri Union Development.
Dan is a contributing editor for the Norton Bankruptcy Law and Practice treatise and has written and lectured
on a variety of topics, including authoring two chapters for Aspatore's Inside the Minds book series. He is a
member of the Association of Insolvency and Restructuring Advisors and has moderated panels at the
association's national conferences.
Admissions
Texas, U.S. Courts of Appeals for the Third and Fifth Circuits, and U.S. District Courts for the Northern and
Southern Districts of Texas
Education
The University of Texas at Austin (J.D. 1995; Order of the Coif; Articles Editor, Texas Law Review); Baylor
University (B.B.A. 1988)



                                                                                                              21
Eric Danner                                                                                                        Partner

Eric Danner has over 15 years of experience in providing financial consulting and economic analysis to publicly and privately held
companies. He has helped clients in a number of different fields, including Technology, Financial Services, Textiles,
Manufacturing, Distribution, Environmental Services, Professional Services and Retail.
Mr. Danner has worked in crisis management situations creating and implementing turnaround business plans and acting in CFO
and COO roles in both out-of-court and bankruptcy contexts. He is also experienced in providing a variety of fiduciary services,
including litigation management, wind-down leadership and creditor claims resolution. Previously, he was at PriceWaterhouse
LLP in a financial analysis and assurance capacity. Some of his engagements include:
  •   Interim CFO for a publicly-traded $200 million training services company, where he reduced bank debt through the sale of
      various operating units & managed all aspects of the company’s out of court wind-down and dissolution process
  •   Financial advisor to the debtor for Pilgrim’s Pride Corporation, a publicly-traded $7.6 billion poultry company, where he
      was instrumental in the early stage stabilization of the Chapter 11 reorganization process
  •   Interim CFO for a $55 million consumer products company, where he made profitability and liquidity improvements and
      negotiated forbearance with the senior secured lender
  •   Interim COO for a $50 million produce distributor, where he managed all aspects of the day-to-day business operations,
      including sales, finance, product distribution and inventory management
  •   Financial advisor to the senior secured lenders of for Parking Company of Americas Airport, a $75 million off-airport
      parking company, where he advised the lenders through a bankruptcy file and §363 asset sale process to maximize
      recovery
  •   Financial advisor to the UCC for Arthur D. Little, a $400 million global consulting firm, where he managed the creditor
      claims resolution process and supervised the wind-down of more 60 debtor entities
  •   Managed the litigation efforts and creditor claim resolution process for the Litigation Trust of CTC Communications, a
      bankrupt telecommunication services provider
  •   Liquidation agent for Datatec, a publicly traded supplier of technology deployment services, during which he managed all
      litigation recovery and creditor claim resolution activities
Mr. Danner holds a bachelor’s degree in economics from Vassar College and an MBA in accounting/finance from Boston
University. He has earned both the Certified Public Accountant and the Certified Insolvency and Reorganization Advisor
accreditations. He is a member of the board of directors of the Association of Insolvency and Reorganization Advisors.


                                                                                                                                  1
                            SUSHEEL KIRPALANI
                            Partner, Chair of Bankruptcy Litigation Practice
                            New York Office
                            Tel: (212) 849-7270
                            E-mail: susheelkirpalani@quinnemanuel.com




Susheel Kirpalani's practice concentrates on creditors' rights. He has broad experience in the litigation
of bankruptcy and commercial disputes in some of the most complex recent chapter 11 cases. Prior to
joining Quinn Emanuel, Susheel was the youngest lawyer ever elected partner at the law firm Milbank,
Tweed, Hadley & McCloy LLP, and was based in the firm's New York office.


REPRESENTATIVE CLIENTS
Lehman Brothers Holdings Inc., et al.
Special Counsel to Official Committee of Unsecured Creditors

Washington Mutual, Inc.
Special Litigation and Conflicts Counsel to Chapter 11 Debtors in Possession

Lyondell Chemical Company, Inc.
Counsel to Access Industries Holdings, Inc.

SemGroup, L.P., et al.
Counsel to Official Committee of Unsecured Creditors

Sentinel Group Management, Inc.
Counsel to Official Committee of Unsecured Creditors

Delphi Corporation, et al.
Counsel to Tranche C DIP Lenders

American Home Mortgage Corp., et al.
Special Litigation and Conflicts Counsel to Chapter 11 Debtors in Possession

Refco Litigation Trusts
Counsel to Refco Litigation Trust and Refco Private Actions Trust
Calpine Corporation, et al.
Counsel to Ad Hoc Committee of 3rd Lien CalGen Noteholders

Performance Transporation Systems, Inc., et al.
Counsel to Ad Hoc Committee of 2nd Lien Lenders

Le Natures, Inc.
Counsel to Initial and Secondary Market Lenders

Trident Resources Corp.
Counsel to Ad Hoc Committee of Preferred Stockholders

Enron Corp, et al.
Represented Official Committee of Unsecured Creditors

RCN Corp., et al.
Represented Official Committee of Unsecured Creditors

Safety-Kleen Corp., et al.
Represented Official Committee of Unsecured Creditors

FLAG Telecom Holdings Ltd., et al.
Represented Bermuda Joint Provisional Liquidators in Chapter 11 cases

Mirant Corp., et al.
Represented largest creditor of Mirant Americas, Inc.

Silicon Graphics, Inc., et al.
Represented largest holder of notes issued by Cray Research, Inc.

Levitz Home Furnishings, Inc., et al.
Represented Ad Hoc Committee of Second-Lien Secured Noteholders

Teligent, Inc., et al.
Represented Official Committee of Unsecured Creditors

ICO Global Communications Ltd., et al.
Represented Official Committee of Unsecured Creditors in cross-border Chapter 11 cases and
Provisional Liquidation proceedings

aai-Pharma, Inc., et al.
Represented Ad Hoc Committee of Senior Secured Noteholders

Dairy Mart Convenience Stores, Inc., et al.
Represented Chapter 11 Debtors in Possession




                                                  2
Cybergenics Corp.
Represented a consortium of lenders in fraudulent transfer litigation

The Loewen Group, Inc., et al.
Represented indenture trustee for junior subordinated notes, including as member of the Official
Committee of Unsecured Creditors

Idearc Inc., et al.
Special Counsel to Official Committee of Unsecured Creditors


NOTABLE REPRESENTATIONS
Representing initial and secondary market lenders and purchasers of notes of Le Nature's in litigation
against Wachovia Securities for losses in connection with syndication of bank loans and market maker
activity.

We were retained by the Refco Litigation Trust, as successor to the bankruptcy estate of Refco Inc. and
its subsidiaries, and Refco Private Actions Trust, as assignee of private causes of action held by
customers of the defunct broker-dealer. The litigation vehicles were established pursuant to Refco's
chapter 11 plan, which was confirmed by the United States Bankruptcy Court for the Southern District
of New York on December 15, 2006. We serve as lead litigation counsel in actions to be brought
seeking damages in excess of $2 billion for fraud, breach of fiduciary duty, aiding and abetting, and
professional malpractice arising from accounting fraud against Refco's officers, directors, and
professional advisors, including, among others, Grant Thornton LLP, Mayer Brown LLP, Ernst &
Young LLP, PricewaterhouseCoopers LLP, Credit Suisse, Bank of America, and Deutsche Bank
Securities Inc. Actions will be filed in one or more courts imminently.

We were retained by American Home Mortgage ("AHM") days after its bankruptcy filing to represent
them in connection with numerous lender actions, including a default and notice of termination of a
mortgage repo facility, which was sent to them one day before the bankruptcy by Credit Suisse (a lender
to AHM of $29 million). Credit Suisse filed a motion for a temporary restraining order and preliminary
injunction to compel AHM to turn over the mortgaging servicing files for 250 home loans that Credit
Suisse had "bought" in the repo. After settlement negotiations failed that week, we had the weekend to
file our opposition papers and prepare for a hearing to be held that Thursday in Delaware. Following a
full day of evidentiary hearing and two hours of closing arguments the following day, the Court denied
Credit Suisse's motions, finding that Credit Suisse did not validly terminate the repo pre-bankruptcy, and
that their lay expert did not provide competent evidence of irreparable harm, ordering a trial on the
merits.

Susheel was one of the partners in charge of the Refco Creditors’ Committee’s $1.3 billion action against
BAWAG P.S.K., Austria’s fourth largest banking institution, and co-led the analysis and preparation of
the New York fraudulent conveyance claims that resulted in an attachment of over $1 billion of
BAWAG’s New York assets, and a settlement of more than $675 million (plus up to $200 million
contingent on a sale of the defendant bank). He was also the bankruptcy partner on the litigation team
for the Creditors’ Committee’s $312 million preference litigation against SPhinX Managed Futures
Fund, which was settled for $263 million in cash, plus the waiver of claims against Refco. Susheel also



                                                    3
represented the Refco Creditors’ Committee in appeals before the federal district court challenging the
bankruptcy court’s approval of the SPhinX settlement. In addition, with respect to Refco, Susheel was
the Creditors’ Committee’s lead attorney in preparing, litigating, and confirming the global chapter 11
plan.

In the Enron bankruptcy, Susheel was the Creditors’ Committee’s lead attorney for more than 75
preference and fraudulent conveyance actions. In the wake of Enron’s downfall, on behalf of the
Creditors’ Committee, Susheel handled all of the bankruptcy estate’s employment-related litigation and,
ultimately, the consensual resolution of severance claims of a class of more than 5,000 terminated Enron
employees. These administrative liabilities were projected by Enron to be as high as $168 million, but
as a result of litigation commenced by the Creditors’ Committee, these claims were resolved for less
than $30 million, using a novel bankruptcy class settlement structure and estimation procedure for opt-
out claimants. Susheel also spearheaded the Creditors’ Committee’s investigation and fraudulent
conveyance litigation efforts against former CEO, Kenneth Lay. Susheel was also one of the principal
drafters of Enron’s complex chapter 11 plan, and handled all confirmation litigation on behalf of the
Creditors’ Committee.

In Mirant’s chapter 11 case, Susheel was the lead lawyer for the largest creditor of Mirant Americas, Inc.
Susheel’s efforts resulted in the expanded scope of the court-appointed examiner, and included
mounting estate-wide opposition to substantive consolidation of the debtors’ bankruptcy estates.
Susheel’s efforts resulted in the consensual payment of the creditor’s claim in full, including post-
bankruptcy interest.

In Dairy Mart's chapter 11 case, Susheel successfully argued a case of first impression relating to the
treatment of letters of credit in bankruptcy before the bankruptcy court. Susheel also successfully
defended the lower court’s ruling in appeals before the district court and the Court of Appeals for the
Second Circuit.

In Safety-Kleen's chapter 11 case, Susheel was the lead attorney (then an associate) representing the
Creditors’ Committee in all matters. Included among them was Safety-Kleen’s $225 million preference
litigation against corporate parent Laidlaw, Inc. (which was administered in a separate bankruptcy),
which resulted in a settlement (following court-ordered mediation) of $200 million. Susheel also led the
Creditors’ Committee’s investigation into the possible avoidance of over $1.3 billion in secured LBO
financing under state law fraudulent conveyance theories, which investigation led to the negotiated
waiver of more than $800 million in claims.

In Cybergenics, Susheel was the lead brief-writer (then an associate) in all appeals relating to the
successful dismissal of fraudulent conveyance claims against the lenders in an LBO of the debtor. Upon
further appeals, including an en banc hearing by the Court of Appeals for the Third Circuit, Susheel was
subsequently asked to submit an amicus brief supporting the continued survival of derivative standing
for statutory creditors’ committees following the United States Supreme Court’s decision in Hartford
Underwriters.




                                                    4
EDUCATION

Fordham University School of Law
(J.D., 1994)
    Dean's List (all years)
    Fordham Law Review:
        Associate Editor 1993-1994


PRIOR ASSOCIATIONS

Milbank, Tweed, Hadley & McCloy LLP, New York:
   Partner, 2001-2006
   Associate, 1998-2001


AWARDS

Recently named for the second year in a row by Turnarounds & Workouts as among the
"Outstanding Young Restructuring Lawyers" (nationally, from all bankruptcy practitioners under 40)

Recognized in Chambers USA's "America’s Leading Lawyers For Business"

Listed in the K&A Register Of The Leading Bankruptcy And Financial Restructuring Lawyers And
Financial Advisors In The United States

Listed in The Best Lawyers In America

Listed by The Deal Magazine in 2009 as one of the future leaders of the bankruptcy bar


ADMISSIONS

Member, The State Bar of New York
United States Court of Appeals:
   Second Circuit
   Third Circuit
   Sixth Circuit
United States District Court:
   Eastern District of New York
   Southern District of New York




                                                5
                                                                       Contact Information:
                                                                       Phone: (212) 455-3760
                                                                         Fax: (212) 455-2502
                                                                          squsba@stblaw.com


SANDEEP QUSBA
Partner

425 Lexington Avenue
New York, NY 10017-3954

Practice Focus
• Restructuring and Bankruptcy
• Corporate



Sandeep “Sandy” Qusba is a Partner at Simpson Thacher & Bartlett LLP in the Bankruptcy
and Restructuring practice group of the Firm's Corporate Department. His practice focuses
primarily on restructurings, bankruptcies, acquisition of distressed companies and bank
financings. He has represented agent banks and creditors in some of the largest Chapter
11 proceedings in recent years as well as financial institutions across a wide range of
sectors, among them healthcare, energy, automotive, manufacturing and
telecommunications.

Recent representations have included:

          Representation of JPMorgan in connection with the Chapter 11 restructuring of the
          U.S. businesses and existing capital structure of The Reader’s Digest Association
          Inc.;
          Representation of JPMorgan and Deutsche Bank in connection with the Chapter 11
          bankruptcy proceedings of R.H. Donnelley Corporation and its subsidiaries;
          Representation of Deutsche Bank in the Chapter 11 restructuring and the sale of
          Simmons Bedding Company and its affiliates;
          Representation of the lead arrangers in Calpine Corp.’s $8 billion exit financing; and
          Representation of bank group in HomeBanc Mortgage Corp.’s bankruptcy;

Sandy received his B.A. from Tufts University in 1991 and his J.D., cum laude, from
Syracuse University in 1994. He served as a Law Clerk for Chief Judge Stephen D. Gerling in
the U.S. Bankruptcy Court of the Northern District of New York. Sandy has been named by
Chambers USA as one of the leading lawyers for bankruptcy/restructuring.

Admissions
• New York

Education
• Syracuse University College of Law, 1994 J.D.
  cum laude

• Tufts University, 1991 B.A.
Daniel P. Winikka
Dan Winikka represents debtors, creditors' committees, secured
creditors, unsecured creditors, and acquirers in complex business
restructuring and bankruptcy matters. He has substantial experience
representing clients in a variety of industries in chapter 11
reorganizations and liquidations, complex bankruptcy-related
litigation, and the sale of assets and businesses of entities in
bankruptcy, including both debtors/sellers and third-party acquirers.

His chapter 11 debtor representations include: Dana, Kaiser
Aluminum, Osyka, Pillowtex, and Purina Mills. Dan represents or
has represented committees, major creditors, or other key parties in
interest in the chapter 11 cases of American Home Mortgage,
Ameriserve Food Distribution, ASARCO, Daisytek International, El
Paso Refinery, GSI Group, Inc., Lyondell Chemical, National              Partner
Gypsum, NetVersant Solutions, Physicians Resource Group,                 Dallas
Qimonda North America, Reliant Building Products, SemCrude, and          Tel: 1.214.969.4523
Tri Union Development.                                                   Fax: 1.214.969.5100
                                                                         dpwinikka@jonesday.com
Dan is a contributing editor for the Norton Bankruptcy Law and
Practice treatise and has written and lectured on a variety of topics,   Related Services
including authoring two chapters for Aspatore's Inside the Minds            Business Restructuring &
book series. He is a member of the Association of Insolvency and             Reorganization
Restructuring Advisors and has moderated panels at the association's        Trial Practice
national conferences.                                                       Chapter 11 Debtor
                                                                             Representations
Admitted                                                                    Official Unsecured Creditors'
Texas, U.S. Courts of Appeals for the Third and Fifth Circuits, and          Committees
                                                                 
U.S. District Courts for the Northern and Southern Districts of Texas        Secured Lender Groups
                                                                            Bondholder Committees
Education
The University of Texas at Austin (J.D. 1995; Order of the Coif;
                                                                            Distressed Mergers & Acquisitions
Articles Editor, Texas Law Review); Baylor University (B.B.A.               Global Restructuring Matters
1988)                                                                       Other Significant Creditor
                                                                             Representations
Clerkship                                                                   Out-of-Court Restructurings
Law Clerk to Chancellor William T. Allen, Delaware Chancery                 Restructuring-Related Lending &
Court (1995-1996)                                                            Finance
                                                                            Bankruptcy & Insolvency Litigation
                                                                            Consumer Products & Retail