for the district of delaware phoenix brands llc, et al ... · iii. review the company's...

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWARE

In re:

PHOENIX BRANDS LLC, et al,;'

Debtors.

Chapter 11

Case No. 16-11242 (BLS)

(Jointly Administered)

MOTION OF DEBTORS PURSUANT TO 11 U.S.C. §§ 105(a) AND 363(b) TO

EMPLOY AND RETAIN HUNTERPOINT, LLC TO PROVIDE A

CHIEF RESTRUCTURING OFFICER, NUNC PRO TUNC AS OF

THE PETITION DATE, AND LIMITED WAIVER OF DEL. BANKR. L.R. 2016-2

The above-captioned debtors and debtors in possession (the "Debtors") hereby

submits this motion (the "Motion") for the entry of an order, substantially in the form attached

hereto as Exhibit A, pursuant to sections 105(a) and 363(b) of title 11 of the United States Code

(the "Bankruptcy Code"): (a) authorizing the Debtors to retain HunterPoint LLC

("HunterPoint"), pursuant to the terms and conditions of that certain letter agreement between

HunterPoint and the Debtors dated April 4, 2016 (the "Engagement Letter"), to provide Peter A.

Furman ("Mr. Furman") as Chief Restructuring Officer ("CRO") of the Debtors, nunc pNo tunc

to the commencement of these cases (the "Petition Date"); and (b) granting a limited waiver of

Local Rule 2016-2. A copy of the Engagement Letter is attached hereto as Exhibit B. In support

of this Motion, the Debtors submit the Declaration of Peter A. Furman (the "Declaration"),

attached hereto as Exhibit C. In further support of this Motion, the Debtors respectfully state as

follows:

~ The Debtors, together with the last four digits of each Debtor's tax identification number, are: Phoenix Brands

LLC, (4609), Phoenix Brands Parent LLC, (8729), Phoenix North LLC, (no EIN), and Phoenix Brands Canada ULC

(a Nova Scotia Company). The address of each of the Debtors is 1 Landmari< Square, Suite 1810, Stamford, CT

06901, except Phoenix Brands Canada ULC, which is Box 50, 1 First Canadian Place, Toronto, Ontario, Canada

MSX 1 B8.

#6451077 v2 \024854 \0001

Case 16-11242-BLS Doc 84 Filed 05/27/16 of 13

Jurisdiction

1. The United States Bankruptcy Court for the District of Delaware (the

"Court") has jurisdiction over this matter pursuant to 28 U.S.C. §§ 157 and 1334 and the

Amended Standing ONdeN of Reference from the United States District Court,foN the District of

Delawa~~e, dated February 29, 2012. This matter is a core proceeding within the meaning of 28

U.S.C, § 157(b)(2), and the Debtors confirm their consent pursuant to Rule 9013-1(~ of the

Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the

District of Delaware (the "Local Rules") to the entry of a final order by the Court in connection

with this Motion to the extent that it is later determined that the Court, absent consent of the

parties, cannot enter final orders or judgments in connection herewith consistent with Article III

of the United States Constitution.

2. Venue is proper pursuant to 28 U.S.C. §§ 1408 and 1409.

3. The statutory predicates for the relief requested herein are sections 105(a)

and 363(b) of the Bankruptcy Code.

Background

4. On the Petition Date, each of the Debtors filed with this Court a voluntary

petition for relief under chapter 11 of the Bankruptcy Code. The Debtors are operating their

business and managing their properties as debtors and debtors in possession pursuant to sections

1107(a) and 1108 of the Bankruptcy Code. No request has been made for the appointment of a

trustee or an examiner in these cases, and no official committee has yet been appointed by the

Office of the United States Trustee.

5. The Debtors source, manufacture, and distribute laundry detergent and

fabric care products throughout North America, selling wholesale to regional and national

k6451077 v2 \024854 \0001 2


retailers located within the United States and Canada. The Debtors do not have any direct to

consumer retail program, The Debtors brands are Rit dye, Final Touch fabric softener, laundry

detergent and fabric care brands: Fab, Dynamo, Ajax Laundry Detergent, Fresh Start, Cold

Power, Arctic Power, and ABC (the "Brands"). These chapter 11 cases were filed, in part, to

effect the sale of the Brands.

6. Additional information regarding the Debtors and these cases, including

the Debtors' businesses, corporate structure, financial condition, and the reasons for and

objectives of these cases, is set forth in the Declaration of William Littlefield in Support of First

Day Pleadings (the "First Day Declaration"), filed on the Petition Date [Docket No. 3], and fully

incorporated herein by reference.2

Relief Requested

7. By this Motion, the Debtors seek the entry of an order, in substantially the

form attached hereto as Exhibit A, pursuant to sections 105(a) and 363(b) of the Bankruptcy

Code: (a) authorizing the Debtors to retain HunterPoint, pursuant to the terms and conditions of

the Engagement Letter, to provide Mr. Furman3 as CRO of the Debtors, Hunt pro tzrnc to the

Petition Date; and (b) granting a limited waiver of Local Rule 2016-2.

Scope of Services

8. Consistent with the terms of the Engagement Letter, Mr. Furman as CRO

is charged with assisting the Debtors with various operational, administrative, and financial

needs arising in connection with these chapter 11 cases. More specifically, Mr. Furman will

2 Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Robertson

Declaration.

Mr. Furman was originally retained while employed at Getzler Henrich &Associates LLC ("GH"), the Debtors'

proposed financial advisors. Shortly before the Petition Date, Mr. Furman joined HunterPoint LLC. Postpetition, the

debtors intend for Mr. Furman to remain the Debtors' CRO, and the Debtors will seek retention of GH as their

financial advisors.

#6451077 v2 \024854 \0001 3


provide various services which may include, but are not necessarily limited to, the following

(collectively, the "Services"):4

i. Develop the Company's restructuring options and cash

requirements related thereto and implementation of any

restructuring;

ii. Assist with minimizing costs associated with that process, facilitate

the Company's communication with parties-in-interest, assist with

creditor negotiations and assisting in such other matters as the

Board, management, or counsel to Phoenix may request from time

to time;

iii. Review the Company's operations, include evaluating its working

capital management and requirements, operating processes, and

overhead structure, as necessary to ensure the adequacy of cash

requirements including but not limited to operating costs, fees

(attorneys, financial advisors, etc.), critical vendor payments (if

any), interest expense, and other related costs;

iv. Oversee the process for the sale of the "Rit" and "Laundry" assets

of the Company and the resolution of claims, if any, asserted

against the Company;

v. Assist with the preparation of business plans and financial

projections and analysis of alternative operating scenarios;

vi. Assess operations and in consultation with the CEO recommend

and implement the restructuring of operations as appropriate;

vii. Monitor the orderly liquidation of terminated operations (if any);

viii. Consult with all other retained parties, and other parties-in-interest;

ix. Attend, as requested by the Company, meetings and conference

calls with Company management, legal & professional

representatives, and representatives of the Senior Secured and

other Lenders; and

x. Perform such other tasks as appropriate as may reasonably be

requested by the Company's management or Company counsel.

4 To the extent that this Motion and the terms of the Engagement Letter are inconsistent, the terms of the

Engagement Letter shall control.

#6451077 v2 \024854 \0001 4


9. Subject to this Court's approval of the relief requested in this Motion, Mr.

Furman, as CRO, is willing to provide the Services to the Debtors. Mr. Furman will coordinate

with the Debtors' other retained professionals to avoid unnecessary duplication of services.

Compensation

10. HunterPoint has agreed to be paid a flat weekly fee of $20,500 for

services, plus expenses.

11. HunterPoint is seeking a limited waiver from maintaining time records as

set forth in Local Rule 2016-2 in connection with the services to be rendered pursuant to the

Engagement Letter to permit HunterPoint to record its time in half-hour increments.

12. The fee structure is consistent with and typical of compensation

arrangements entered into by other comparable firms in connection with the rendering of similar

services under similar circumstances. In determining the fee structure to be paid to HunterPoint,

the Debtors relied on the fact that the fee structure is in fact reasonable, market-based, and

designed. to compensate fairly HunterPoint for its work and to cover necessary expenses, and was

heavily negotiated at arms-length by HunterPoint and the Debtors and their counsel.

13. As noted above, HunterPoint has provided prepetition financial and

restructuring services to the Debtors. During the one-year period prior to the commencement of

these chapter 11 cases, HunterPoint has received $161,288.24 from the Debtors for services

performed and expenses incurred prior to the Petition Date. In addition, HunterPoint has

received, and continues to hold, $95,818.69 as a retainer from the Debtors.

14. Other than as set forth herein or in the Engagement Letter, there is no

proposed arrangement between the Debtors and HunterPoint for compensation to be paid in these

chapter 11 cases.

H6451077 v2 \024854 \0001 5


15. HunterPoint is not a creditor of the Debtors' estates, and has been fully

paid by the Debtors for all prepetition services rendered by HunterPoint to the Debtors.

Reporting Requirements

16. In addition, HunterPoint will file with this Court, and serve upon the

Debtors, the U.S. Trustee, and any statutory committees) appointed in these cases (collectively,

the "Committee" and, together with the Debtors and the U.S. Trustee, the "Notice Parties"),

reports of compensation eat•ned and expenses (the "Compensation Reports") incurred on a

quarterly basis, which Compensation Reports will be filed by the 30th of the month following the

end of the previous quarter. The Compensation Reports would summarize the service provided,

identify the compensation earned, itemize expenses incurred, and provide for an objection period

of 21 days from the ding and service of such Compensation Report. All such compensation

would be subject to review by this Court if an objection is filed.

HunterPoiiit's Qualifications

17. Mr. Furman possesses extensive knowledge and expertise in the areas of

bankruptcy and financial matters relevant to these chapter 11 cases, and is well qualified to

advise the Debtors on such bankruptcy and financial matters. In selecting its financial advisor,.

the Debtors sought an advisor with experience in representing debtors in complex cases. Mr.

Furman has such experience. Mr. Furman has been retained to provide financial advisory

services in several other chapter l 1 cases in this district and other districts around the country.

See, e.g., In i~e Unidigital, Inc. et al., Del. Banlcr. Case No. 00-3806 (MFW) (Chief Restructuring

Officer); Cross Media MaNketing Corporation, et al., S.D.N.Y. Bankr. Case No. 03-13901

(BRL) (as chief restructuring officer); M. FabNikant & Sons, Inc. and Fabrikant-Leer

#6451077 v2 \024854 \0001 6


Inte~nationcrl, Ltd., S.D.N.Y. Bankr. Case No. 06-12737 (SMB) (as Co Chief Restructuring

Officer); TeeVee Toons, Inc. d/b/a TVT Records, S.D.N.Y. Bankr. Case 08-10562 (ALG) (as

Restructuring Consultant); Old TIC, LLC (formerly The Innovative Companies, et al.), E.D.N.Y.

Bankr. Case No. 09-72669 (as Crisis Manager and Chief Restructuring Officer).

18. In addition to Mr. Furman's experience in the reorganization, restructuring

and sales of troubled companies, both in and out of court, he has developed an in-depth

understanding of the Debtors' financial history, business operations, and the industry in which

the Debtors operate since its initial engagement effective as of March 28, 2016.5 Mr. Furman has

therefore accumulated significant in-depth knowledge regarding the Debtors, and has become

well-acquainted with the Debtors' operations, debt structure, creditors, business, and related

matters. Accordingly, Mr. Furman has developed significant relevant experience regarding the

Debtors that will assist Mr. Furman and HunterPoint in providing effective and efficient services

in these chapter 11 cases.

Indemnification

19. The Engagement Letter contains standard indemnification language with

respect to HunterPoint's services including, without limitation, an agreement by the Debtors to

indemnify, and hold harmless Mr. Furman and HunterPoint, including all employees, directors,

officers, and agents of HunterPoint, from any and all claims whatsoever that may be made

against any or all of them, arising from the performance of their duties in the Engagement Letter

and as modified from time to time in the future. Claims, as used in the Engagement Letter, shall

include, without limitation, costs incurred by HunterPoint, unless any such claim is determined

5 And earlier, through Mr. Furman's involvement with the Debtors while at GH.

NG451077v2~ozassa~000i ~


by a court of competent jurisdiction, to have resulted from the gross negligence of HunterPoint,

its employees, officers, directors or agents. In addition, the Company has taken appropriate

measures to add Mr. Furman as a covered party to the Company's directors and officers

insurance, and all other relevant active insurance policies carried by the Company.

20. The Debtors and HunterPoint believe that the indemnification provisions

contained in the Engagement Letter (the "Indemnification Provisions") are customary and

reasonable for firms providing financial advisory services.

21. Moreover, the terms and conditions of the Indemnification Provisions

were negotiated by the Debtors and HunterPoint at arm's-length and in good faith. The

provisions contained in the Engagement Letter, viewed in conjunction with the other terms of

HunterPoint's proposed retention, are reasonable and in the best interests of the Debtors, their

estates, and creditors in light of the fact that the Debtors require HunterPoint's services to

successfully navigate its chapter 11 cases. Accordingly, as part of this Motion, the Debtors

request that this Court approve the Indemnification Provisions as set forth in the Engagement

Letter and Order.

Basis for Relief

A. The Debtors Have Exercised T~ieir Sound anti Prudent Business Judgment

22. Section 363 of the Bankruptcy Code provides that, after notice and a

hearing, a debtor may use property of the estate other than in the ordinary course of business. "In

determining whether to authorize the use, sale or lease of property of the estate under this

section, courts require the debtor to show that a sound business purpose justifies such actions."

#6451077 v2 \024854 \0001 g


In re Montgomery Ward Holding C,'o~p., 242 B.R. 147, 153 (Banlcr. D. Del. 1999); see also In Ne

Del. &Hudson Ry, Co,, 124 B.R. 169, 176 (D. Del, 1991).

23. The retention of corporate officers, including in conjunction with the

retention of associated turnaround and advisory firms to provide related services, is proper under

section 363 of the Bankruptcy Code, and courts in this district and elsewhere have determined

that such retention is an appropriate exercise of a debtor's business judgment. See, e.g., In re

Endeavour Operating Corp., Case No. 14-12308 (KJC) (Bankr. D. Del. Nov. 6, 2014) (order

authorizing debtors' retention of chief restructuring officer); In re DevonshiNe PGA Holdings,

LLC, Case No. 13-12460 (CSS) (Banlcr. D. Del. Oct. 16, 2013) (same); In Ne Har^ry &David

Holdings, Inc., Case No. 11-10884 (MFW) (Banlcr. D. Del. Apr. 27, 2011) (order authorizing

retention of Alvarez & Marsal to provide an interim chief executive officer and chief

restructuring officer and certain additional officers and personnel); In re Archbrook Laguna

Holdings LLC, No. 11-13292 (SCC) (Banlcr. S.D.N.Y. Aug. 3, 2011) (order authorizing retention

of chief restructuring officer pursuant to sections 363(b) and 105(a) of the Bankruptcy Code); In

Ne Calpine Corp., No.05-60200 (BRL) (Bankr. S.D.N.Y. Jan. 17, 2007) (order authorizing

employment of interim chief financial officer pursuant to section 363 of the Bankruptcy Code);

In re Dana Corp., Case No. 06-10354 (BRL) (Bankr. S.D.N.Y. Mar. 29, 2006) (order

designating chief restructuring officer and chief financial officer pursuant to section 363 of the

Bankruptcy Code).

24. Entry into the Engagement Letter and retaining HunterPoint to provide

Mr. Furman as CRO upon the terms set forth in the Engagement Letter, this Motion and any

order approving t11is Motion, would enable the Debtors to most efficiently administer these

#6451077 02 \024854 \0001 7


chapter 11 cases, address issues arising in chapter 11, and preserve and maximize the value of

the estates. The Debtors require the assistance of qualified and experienced personnel to assist in

these matters. Thus, the Debtors believe that it would be in their best interest and in the best

interests of their estates, creditors and other parties-in-interest for the Court to grant the relief

requested herein, with such relief being deemed effective as of the Petition Date.

25. The Debtors believe that HunterPoint's fee structure is fair and reasonable

in light of the type of services being provided and is comparable to those generally charged by

firms of similar stature to HunterPoint for comparable engagements. In addition, given the

numerous issues Mr. Furman may be required to address in these cases, the intense effort

expected to be required over certain periods of time (particularly at the outset of these cases),

HunterPoint's commitment to the variable level of time and effort necessary to address all such

related issues as they arise and the market prices for HunterPoint's services for engagements of

this nature in an out-of-court context, the Debtors believe that the HunterPoint fee arrangement is

fair and reasonable.

S. The Proposed Retention Comnarts with the Bankruptcy Code and the Protocol

26. HunterPoint will provide the Notice Parties with the Compensation

Reports. Because the Debtors are seeking to retain a CRO pursuant to section 363 of the

Bankruptcy Code and not under section 327 of the Bankruptcy Code, HunterPoint is not subject

to the compensation requirements of sections 330 and 331 of the Bankruptcy Code. Therefore,

the Debtors request that fees and expenses of HunterPoint incurred in the performance of the

above-described services be treated as an administrative expense of the Debtors' chapter 11

estates and be paid by the Debtors in the ordinary course of business, without the need for

#(451077 v2 \024854 \0001 1


HunterPoint to file fee applications or otherwise seek Court approval for the compensation of its

services and reimbursement of its expenses, other than those described above.

27. In addition, because the Debtors are not seeking to retain HunterPoint as a

professional under section 327 of the Bankruptcy Code, there is no requirement that HunterPoint

or Mr. Furman be disinterested. Nevertheless, to the best of the Debtors' knowledge,

information, and belief based on the Declaration, HunterPoint does not have or represent any

interest adverse to the Debtors' estates or any class of creditor or equity security holders, by

reason of any direct or indirect relationship to, connection with or interest in, parties in interest in

these cases, or for any other reason. Additional information about HunterPoint's connections to

parties in interest in these cases is described in the Declaration.

C. The Court Also May Grant the Requested Relief Pursuant to Section 105 of the

Bankruptcy Code

28. Additionally, the Court's general equitable powers codified in

section 105(a) of the Bankruptcy Code provide ample authority for the relief requested herein.

Section 105(a) of the Bankruptcy Code empowers the Court to "issue any order, process, or

judgment that is necessary to carry out the provisions of this title." See 11 U.S.C. § 105(a); see

also United States v. Energy Resources Co., 495 U.S. 545, 549 (1990); In re Continental

Airlines, 203 r.3d 203, 211 (3d Cir. 2000) ("Section 105(a) of the Bankruptcy Code supplements

counts' specifically enumerated bankruptcy powers by authorizing orders necessary or

appropriate to carry out provisions of the Bankruptcy Code."); Adelphia Communications Corp.

v. The American Channel (In Ne Adelphicr Communications Corp.), 345 B.R. 69, 85 (Bankr.

S.D.N.Y. 2006) ("Section 105(a) provides broad equitable power for a Bankruptcy Court to

maintain its own jurisdiction and to facilitate the reorganization process.")

1!6451077 v2 \024854 \0001 l 1


Notice

29. Notice of this motion will be provided to: (a) the Office of the United

States Trustee for the District of Delaware; (b) Madison Capital Funding, Agent for the Debtor's

senior credit facility; (c) Fifth Street Asset Management Inc., a holder of the Debtor's senior debt

and of the Debtors' subordinated debt; (d) the Debtors' twenty largest unsecured creditors on a

consolidated basis, as identified in their chapter 11 petitions; and (e) any party filing a notice of

appearance and request for service of papers. In light of the nature of the relief requested herein,

the Debtors submit that no other or further notice is necessary.

NG451077 v2 \024854 \0001 1


No Prior Request

30. No prior motion for the relief sought herein has been made to this or any

other court.

WHEREFORE, the Debtors respectfully request that the Court enter an order,

substantially in the form attached hereto as Exhibit A, (a) granting the relief sought herein, and

(b) granting such other and fux-ther relief as the Court may deem proper.

Dated: May , 2016 Phoenix Brands LLC, et al.

William LittlefieldChief Executive_ Officer

itG451077 vl\024854\0001



FOR THE DISTRICT OF DELA`VARE

In re: ) Chapter 11

PHOENIX BRANDS LLC, et al.,~ ) Case No. 16-11242 (BLS)

Debtors. ) (Jointly Administered)

Hearing Date: June 15, 2016 at 11:00 a.m. prevailing Eastern time

Objection Deadline: June 8, 2016 at 4:00 p.m. prevailing pastern time

NOTICE OF HEARING ON AZOTION OF DEBTORS PURSUANT TO 11 U.S.C. §§

105(a) AND 363(b) TO EMPLOY AND RETAIN HUNTERPOINT, LLC TO PROVIDE

A CHIEF RESTRUCTURING OFFICER, NUNC PRO TUNC AS OF

THE PETITION DATE, AND LIMITED WAIVER OF DEL. BANKR. L.R. 2016-2

TO: (a) the Office of the United States Trustee for the District of Delaware; (b) Madison

Capital Funding, Agent for the Debtors' senior credit facility; (c) Fifth Street Asset

Management Inc., a holder of the Debtors' senior debt and of the Debtors' subordinated

debt; (d) the Debtors' twenty largest unsecured creditors on a consolidated basis, as

identified in the Debtors' chapter 11 petitions; and (e) any party filing a notice of

appearance and request for service of papers pursuant to Bankruptcy Rule 2002

PLEASE TAKE NOTICE that the above-captioned debtors and debtors-in-

possession (the "Debtors") filed the attached Motion of Debtors P~~suant to 11 U.S.C. ~~ 105(a)

and 363(b) to Employ and Retain HunterPoint, LLC to PNovide a Chief Restructuring Officer,

Nunc P~^o Tunc as of the Petitr'on Date, and Limited Waiver of Del. Bankr. L.R. 2016-2 (the

"Motion") with the United States Bankruptcy Court for the District of Delaware, 824 Market

Street, 3'~d Floor, Wilmington, Delaware 19801 (the ̀ Bankruptcy Court").

~ The Debtors, together with the last four digits of each Debtor's tax identification number, are:

Phoenix .Brands LLC, (4609), Phoenix Brands Parent LLC, (8729), Phoenix North LLC, (no

EIN), and Phoenix Brands Canada ULC (a Nova Scotia Company}. The address of each of the

Debtors is 1 Landmark Square, Suite 1810, Stamford, CT 06901, except Phoenix Brands Canada

ULC, which is Box 50, 1 First Canadian Place, Toronto, Ontario, Canada MSX 1B8.

ROCS DI~207485.1 70787/001

Case 16-11242-BLS Doc 84-1 Filed 05/27/16 Page 1 of 3

PLEASE TAKE FURTHER NOTICE that any response or objection to the

Motion must be filed with the Bankruptcy Court on or before June 8, 2016 at x:00 p.m.

prevailing Eastern Time.

PLEASE TAKE FURTHER NOTICE that at the same time, you. must also

serve a copy of the response or objection upon: (a) counsel to the Debtors: Morrison Cohen

LLP, 909 Third Avenue, New York, NY 10022 (Attn: Joseph T. Moldovan.

([email protected])), and Pachulski Stang Ziehl &Jones LLP, 919 North Market

Street, 1.7th Floor, Wilmington DE 19899 (Attn: Laura Davis Jones. ([email protected])); (b)

counsel to Madison Capital Funding, Agent for the Debtors' senior credit facility: Goldberg

Kohn Ltd., 55 East Monroe, Suite 3300, Chicago, IL 60603 (Attn: Dimitri Karcazes

(dimitrilcat•[email protected])), and Morris, Nichols, Arsht & Tunnell LLP, 1201 North

Market Street, 16th Floor, P.O. Box 1347, Wilmington, DE 19899-1347 (Attn: Robert Dehney

([email protected])); (c) the Office of the United States Trustee (the "U. S. Trustee"): U.S.

Trustee, 844 King Street, Suite 2207, Lockbox #35, Wilmington, Delaware, 19801 (Fax: 302-

573-6497) (Attn: Hannah McCollum ([email protected])); and (d) counsel to any

statutory committee appointed in these cases.

PLEASE TAKE FURTHER NOTICE THAT IF YOU FAIL TO RESPOND IN

ACCORDANCE WITH THIS NOTICE, THE COURT MAY GRANT THE RELIEF

DEMANDED BY THE MOTION WITHOUT FURTHER NOTICE OR HEARING.

PLEASE TAKE FURTHER NOTICE THAT A HEARING TO CONSIDER

APPROVAL OF THE MOTION WILL BE HELD ON JUNE 15, 2016 AT 11:Q0 A.M.

PREVAILING EASTERN TIME BEFORE THE HONORABLE BRENDAN L. SHANNON,

CHIEF UNITED STATES BANKRUPTCY JUDGE, AT THE UNITED STATES

~~cs ~F:ao~4as.i ~o~s~ioo~ 2


BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE, 824 MARKET STREET,

SIXTH FLOOR, COURTROOM 1, WILMINGTON, DELAWARE 19801.

Dated: May 27, 2016 PACHULSKI STANG ZIEHL &JONES LLP

/s/Joseph M. MulvihillLaura Davis Jones (No. 2436)Joseph M. Mulvihill (No. 6061)919 North Market Street, 17th FloorPO Box 8705Wilmington, Delaware 19899Phone: 302.652.4100Fax: 302.652.4400Emai 1: 1 j ones@pszj law. com

[email protected]

-and-

MORRISON COHEN LLPJoseph T. Moldovan (Admitted PNo Hc~c Vice)Robert K. Dakis (Admitted Pro Hac Vice)909 Third AvenueNew Yorlc, NY 10022Telephone: (212) 735-8600Facsimile: (212) 735-8708email: [email protected]

rdalcis@morrisoncohen. com

Proposed Attorneys,for Debtorsand Debtors-in-Possession

ROCS DI :207485.1 70787/001


EXHIBIT A

(Proposed Orcier)

#6451077 v2 \024854 \0001


IN THE UNITED STATES BANKRUPTCY COURTFOR THE DISTRICT OF DELAWARE

-_

In re: ) Chapter 11

PHOENIX BRANDS LLC, et al.,~ ) Case No. 16-11242 (BLS)

Debtors. ) (Jointly Administered)

Re: Docket No.

ORDER PURSUANT TO 11 U.S.C. §§ 105(a) AND 363(b) AUTHORIZING THE

DEBTORS TO Ei!'IPLOY AND RETAIN HUNTERPQINT, LLC TO PROVIDE A CHIEF

RESTRUCTURING OFFICER, NUNC PRO TUNC AS OF THE PETITION DATE, AND

GRANTING LIR~TITED WAIVER OF DEL. BANKR. L.R. 2016-2

Upon consideration of the motion (the "Motion")2 of the above-captioned debtors

and debtors in possession (the "Debtors") for an order, pursuant to sections 105(a) .and 363(b) of

title 11 of the United States Code (the "Bankruptcy Code"): (a) authorizing the Debtors to retain

HunterPoint, LLC ("HunterPoint"), pursuant to the terms and conditions of that certain letter

agreement between HunterPoint and the Debtors dated April 4, 2016 (the "Engagement Letter"),

to provide Peter A. Furman ("Mr. Furman") as Chief Restructuring Officer ("CRO") of the

Debtors, nunc pro tzrnc to the Petition Date; and (b) granting a limited waiver of Local Rule

2016-2; the Court having reviewed the Motion and the Declaration of Peter A. Furman in

support of the Motion (the "Motion"); the Court finding that: (a) the Court has jurisdiction over

this matter pursuant to 28 U.S.C. §§ 157 and 1334, (b) this is a core proceeding pursuant to 28

U.S.C. § 157(b)(2), (c) venue is proper in this district pursuant to 28 U.S.C. § 1409, and (d)


LLC, (4609), Phoenix Brands Parent LLC, (8729), Phoenix North LLC, (no EIN), and Phoenix Brands Canada ULC

(a Nova Scotia Company). The address of each of the Debtors is 1 Landmark Square, Suite 1810, Stamford, CT


MSX 1 B8.

2 Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Motion.

N6451077 v2 \024554 \0001


notice of the Motion was sufficient under the circumstances; after due deliberation the Court

having determined that the relief requested in the Motion is necessary and essential for the

Debtors' estates and such relief is in the best interests of the Debtors, their estates and creditors;

and good and sufficient cause having been shown;

IT IS HERBY ORDERED THAT:

1. The Motion is GRANTED, as set forth herein, nunc pro tunc as of the

Petition Date.

2. The Debtors are authorized, pursuant to sections 105(a) and 363(b) of the

Bankruptcy Code, to employ and retain HunterPoint to provide Mr. Furman as CRO in

accordance with the terms and conditions set forth in the Engagement Letter, effective nunc pro

tune as of the Petition Date.

3. The terms of the Engagement Letter are approved in all respects.

4. In the event the Debtors seek to have HunterPoint personnel assume

executive officer positions that are different than the positions disclosed in the Motion, or to

materially change the terms of the engagement by either (i) modifying the functions of

personnel, (ii) adding new personnel, or (iii) altering or expanding the scope of the engagement,

a motion to modify the retention shall be filed.

5. Further, notwithstanding any provision to the contrary in the Engagement

Letter, HunterPoint shall file with this Court, and serve upon the Notice Parties, Compensation

Reports on a quarterly basis, which Compensation Reports will be filed by the 30th of the month

following the end of the previous quarter. The Compensation Reports shall summarize the

service provided, identify the compensation earned, itemize expenses incurred and provide for an

NG45I077 v I \0?4854 \0001 2


objection period of 21 days from the ding and service of such Compensation Report. All such

compensation would be subject to review by this Court if an objection is filed.

6. HunterPoint shall be granted a limited waiver from maintaining time

records as set forth in Local Rule 2016-2 in connection with the services to be rendered pursuant

to the Engagement Letter, provided that HunterPoint records its time in half-hour increments.


Letter, the Debtors are permitted to indemnify those persons acting as executive officers only on

the same terms as provided to the Debtors' other officers and directors under the corporate

bylaws and applicable state law, in addition to insurance coverage under the Debtors' director

and officer insurance policies.

8. There will be no other indemnification of HunterPoint or any of its

affiliates.


Letter, HunterPoint shall be deemed to have waived, and shall not raise or assert any defense,

based upon jurisdiction, venue, abstention or otherwise to the jurisdiction and venue of this Court

or (if the reference is withdrawn) the District Court for the District of Delaware to hear or

determine any controversy or claims with respect to, in connection with, arising out of, or in any

way related to HunterPoint's engagement in these cases.

10. For a period of three years after the conclusion of HunterPoint's

engagement, neither HunterPoint nor any of its affiliates shall make any investments in the

Debtors or any reorganized Debtors.

11. HunterPoint shall disclose any and all facts that may have a bearing on

whether HunterPoint, its affiliates, and/or any individuals working on the engagement hold or

#6451077 v i \024854 \0001 3


represent any interest adverse to the Debtors, their creditors, or other parties in interest. The

obligation to disclose identified in this paragraph is a continuing obligation.

12. The Debtors are authorized to take all actions necessary to effectuate the

relief granted pursuant to this Order.

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

enforceable upon its entry notwithstanding the possible applicability of Bankruptcy Rules

6004(8), 7062, or 9014.

14. To the extent that this Order is inconsistent with the Engagement Letter,

the terms of this Order shall govern.

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

from or related to the implementation of this Order.

Dated: , 2016Wilmington, Delaware The Honorable Brendan L. Shannon

Chief United States Bankruptcy Judge

N6451077 v I \024854 \0001 4


EXHIBIT B

(Engagement Letter)

#6451077 v2 \024854 \0001


HunterPo~nt

Mr. William H. LittlefieldPresident/CEOPhoenix Brands LLC1 Landmark SquareSuite 1810Stamford, GT 06901

April 4, 2Q16

Delivered by email:

Dear Bill,

Thank you for the opportunity to continue to work with you and fihe managemenC team of

Phoenix Brands LLC and its subsidiaries and affiliates, (jointly "Phoenix" or "Company's to

eva{uate and implement strategy to maximize the value of the business assets

C3a~r Llnt~~~ta~ti~a~e~

We understand that HunterPoint LLC ("HunterPoint"} will furnish the services of Peter A. Furman

("Furman"} to act as Chief Restructuring Q~cer ("CRO'~ of the Company effective as of March

28, 2416.

~~o

Upon adoption of a resolution by the Board of Directors of Phoenix so providing, Furman's

appointment will be ratified and this engagement letter approved. Furman will serve in the

capacity of CRO subject to (i) the oversight, guidance, control and direction of Phoenix's Board

of Directors and at the Baard's pleasure, and (ii} the terms of this letter. The GRO shall be

covered by the indemnity provisions of the Company's bylaws and applicable sate taw and the

D&0 policy (as described below) and acceptance of terms thereof by HunterPoint.

The duties of the CRO shall include:

(a} Development of the Company's restructuring options and cash requirements related

thereto and implementation of any restructuring;

(b) Assisting with minimizing costs associated with that process, facili#sting the Company's

communication with parties-in-interest, assisting with creditor negotiations and assisting

in such other matters as the Board, management or counsel to Phoenix may request

from time to time;

HunterPoint U.C, 641 Lexington Avenue, 15t" Floor, New Yark, NY ip022

te! (212} 328-9497 ~ (917) 818-1315 ~ fax (917) 463-0893


HunterPaint

(c) Reviewing the Company's operations, including evaluating its working capital

management and requirements, operating processes and overhead structure, as

necessary to ensure the adequacy of cash requirements including but not limited to

operating costs, fees (attorneys, financial advisors, etc.}, critical vendor payments (if

any), interest expense and other related costs;

{d) Overseeing the process for the sale of the "Rit"and "Laundry" assets of the Company

and the resolution of claims, if any, asserted against the Company.

In connection with the faregaing, the CRO shall:

• Assist with the preparation of business plans and financial projections and analysis of

alternative operating scenarios, including, but nod limited to, prajectians for the

` operation of the Company's Laundry business as a stone-alone entity;

Assess operations and in consultiation with the CEO recommend and implement the

restructuring of operations as appropriate;

• Oversee the sale process;

■ Monitor the orderly liquidation of terminated operations (if any);

■ Consult with all other retained parties, and other parties-in-interest;

■ Attend, as requested by the Company, meetings and conferencE calls with Company

management, legal & professional representatives, and representatives of the Senior

Secured and other Lenders.

■ Perform such other tasks as appropriate as may reasonably be requested by the

- Company's management or Company counsel.

With respect to all such efforts outlined above, the CRQ will interact with the Chief Executive

Officer (~`CEO'~ an a co-equal basis and will make evary effort to reach mutual agreement in all

matters. Should the CRS and C~0 be unable to resolve an issue on which they disagree, the

CRO's decision will prevail on any issues within the scope of the CRO`s authority; provided,

however, that the CE(? may bring any disagreements to the board, who will have the ultimate

decision-making authority in respect of any such disagreements. The CRO will coordinate with

counseV on the representation and this engagement, and will report in a timely manner to the

Board any decisions to be considered by the Soard, furnish to the event possible all financial or

other information requested by or on behalf of the Board, and attend Board meetings and report

progress an restructuring initiatives and actions instructed by the Soard. Additionally, the CRO

will work with the other professionals retained by the Debtors to ensure that work is performed

efficiently and without duplication of efFort. The CR4 will communicate with fihe Company's senior

secured and subordinated lenders on an as-needed basis or as reasonable requested by such

lenders with respect to the foregoing (including the sales process) and provide regular updates

with respect to same.

We also understand the Company is pursuing a sale of all or substantially all of the Company's

assets. Furman will monitor

HunterPoint Li.C, 641 Lexington Avenue, 15t'' Floor, New York, NY 10022

tel (212) 328-9497 ~ (917) 818-1315 (fax (917} 463-0893'


Hun~erPo~nt

the strategy and progress of the sale process including the preparation of offering mempranda

and assist, as appropriate, with the development of due diligence materials and facilitating the

closing of any such transaction including providing all support necessary to the Company's other

professionals such as attorneys, accountants or investment bankers.

~~~ ~'~r~c~ur~

HunterPaint will bill the Company weekly for management consulting ("Consulting fees"} and

reasonable out-of-pocket expenses incurred by HunterPoint. Such expenses include, but are

not limited to travel, meals, local transportation, lodging, parking, telephone calls, delivery

services, and photocopying. The Company acknowledges that HunterPoint invoices are due and

payable each week upon presentation. If an invoice is not paid on a timely basis, we reserve

the right to cease work until the matter is settled.

Although Consulting Fees are generally billed an an hourly basis, for ease of administration and

due to the significant ebbs and flows in time to be dedicated to assisting the Company,

HunterPoint will bi41 Phoenix a flat weekly fee of $20,500 for the services of the CRO and the

work performed directly in support of the CRO.

Travel time, although not currently applicable to this situation, is billed at 50% of the hourly

rate. Hourly and weekly rates are revised periodically. We wi{I notify you of any changes to our

rates. Note that we do not provide assurance regarding the outcome of our work and our fees

will not be contingent on the results of such work.

To the extent ghat any services outside the scope of this engagement are required or

requested, the extent of these services, and the additional compensation to be paid to

HunterPoint for such services, shall be agreed upon prior to HunterPoint beginning to perform

such- services.

The Company will, on signing of this letter, pay HunterPoint a retainer in the amount of

$10Q,aao, Any amount of this retainer remaining after application to unpaid fees will be

returned to the Company. The retainer funds shall not accrue interest. Notwithstanding

anything to the contrary contained in this paragraph, HunterPoint will be entitled to retain the

unused portion of the retainer, if any, upon a showing by motion to a Bankruptcy Court, on

appropriate notice, that p~rfarmance to HunterPoint by the Company remains due under the

indemnification obligations under this engagement 1e~ter.

T~rm~ of ~rr~~~~~~~~

The Standard Terms and Conditions set forth in Annex 1 shall govern this engagement, except

to the extent inconsistent with or superseded by the express terms of this letter of any court

order approving this engagement.

Should Phoenix decide to file for protection under Chapter 11 of the Bankruptcy Code to

facilitate the transaction/(s), i~ is understood that this retention agreement will continue post-

petition subject, if necessary, to bankruptcy court approval under Bankruptcy Code Section 363,

HunterPoint LLC, 641 Lexington Avenue, 15~' Floor, New Yark, NY 10022

tel (212) 328-9497 ~ (917} 818-1315 (fax {917) 463-0893


HunterPoint

which the Company shall seek nuncpro functo the filing date and will provide far weekly

reimbursement of fees and expenses under Sections 363 and 105(a}. HunterPoint will file

monthly staffing reports and quarterly fee statements.

HunterPaint's fees and expense reimbursement will be entitled to the benefits of any Carve hut,

as defined in any final order authorizing the Company to obtain post-petition financing, and, to

the extent not disallowed by an order of the Bankruptcy Court, shalt constitute allowed

administrative expenses under section S03(b){~.), with the priority specified in section 507(a), of

tie Bankruptcy Code.

Cancurren~ly upon the acceptance of the appointment of the CRS, Phoenix shall cause its

insurance broker to procure or to add Furman to any existing directors &Officers insurance

policy {"D&O" policy), send copies of all documentation and other communications regarding

the Phoenix D&0 policy, including without limitation any renewal or cancellatin thereof, to the

attention of Furman and HunterPoint, and extend the claim period upon any renewal or

cancellation of the policy, as provided for in paragraph 6 of Annex i hereto. Phoenix shall take

ail required steps to ensure that all persons serving as officers of the Company provided by

HunterPoint shall receive the benefit of indemnifications and insurance provided to all other

senior executive officers or directors on the same terms as such persons, whether under the

corporate bylaws or applicable state taw. ,

In no event shall Hun~erPoint ha ve res ors risibility or liability, for anddecisions actions or failures

to act of anX officers made or taken in that capacity based on information furnished b~ it to

the ~ompanx hereunder.

This Engagement Letter contains the entire agreement among the parties relating to the subject

herein. Any modification or other changes to the terms contained herein or therein must be in

writing and signed by the parties hereto to be enforceable.

If the foregoing is in accordance with our understanding, please sign the attached copy and

forward it to our office. In addition, please remit the retainer and future payments by wire to:

HunterPoint LLC,c/o Bank of America, 100 West 33rd Street, NY, NY iQo01

Account # 0046 6107 0268

Routing/ABA # 0260Q9593

We are very appreciative of tihe opportunity to work with you and to assist you to achieve your

goals.

Sincerest regards,

HunterPain~ LLC

~~u~'~zzt~~vPeter A. Burman May 8, 2016

HunterPaint LLC, 641 Lexington Avenue, 15t" Floor, New York, NY 10022 4

tel (212) 328-9497 ~ (917} $18-1315 ~ Fax (917} 463-0893


HunterPo~nt~~,~,rM,.,, o,..,,~~,,,:,

AGREEQ TO AND ACCEPTED BY:

Phoenix Brands, LLC (and subsidiaries and affiliates, if any)

Accepted by: ~'~~G~'~~`-_~--~

Dated: ~ "~ ~'~' "` "\~C.

Print Name: ~~~4-~.~~~"~\

Title: ~~-'E~ ~

~ Hunt~rPofnt LLC, 641 Lexington Avenue, 15th Flaor, New York, NY 10022 g

tel (212) 328-9497 ~ (917) 818-1315 (fax (917) 463-0893


H rP ~~unte o nt

~~C:(l11 CX t

Terms and Conditions

f~ccEss to C~rn~~~ny Fer,c,~~rr~el aid lnfesrr~7a~:ic,~a

The Company agrees to make available to HunterPoint a[I of the Company's financial and operational

information and data as requested by HunterPoint (aEl such information so furnished being the

"{nformation")and agrees to permit discussions with Company personnel that HunterPoint

reasonably requests in connection with the services performed by HunterPoint underthis

Agreement. The Company will provide HunterPoint with full access to all Company personnel,

books, and records, including those of the Company's attorneys (subject to such safeguards as may

be necessary to preserve applicable attorney client privileged communications} and other agents

and third party representatives. Thy Company represents and warrants to HunterPoint that, except

as disclosed to HunterPoint in writing, all Information provided or made available to HunterPoint by

the Company, its directors, officers, employees, representatives, attorneys and agents at any time

shall, to the best of the Company's knowledge: a) be complete and correct in all material respects;

and b) not contain any untrue statement of material #act or omit to state a material fact necessary in

order to make the statements not misleading in ligh# of the circumstances under which such

statements are made. The Company agrees that it shall notify HunterPoint if it learns subsequently

that any Information provided or made available to HunterPoint in accordance with this Agreement

is incorrect, inaccurate, or otherwise should not be relied upon.

The Company recognizes and confirms that HunterPoint (a) will use and rely primarily on the

lnforrnation and on information available from generally recognized public sources in performing the

services contemplated hereby without having independently verified any of the same and (b}does

not assume responsibility for accurateness ar completeness of the Information and such other

information and (c) will not make an appraisal of any of the assets or liabilities of the Company. The

Company agrees that HunterPoint shall have no duty to verify independently the reliability, accuracy

ar completeness of any Information or other information. The Company also agrees that

HunterPoint shall incur no liability to the Company or any individual or other entity that may arise if

any Information or other information proves to be unreliable, inaccurate or incomplete.

Cor~f~de~~tiat tnfar•rn~tsor~

FfunterPoint shall not publicly disclose the Confidential Information. Further, HunterPoint will use

the Confidential fnformatian only for the purpose of providing services to the Company pursuant to

this AgrQement. "Confidential Information"shall consist only of this Agreement, the fact that

Company is a client of HunterPaint, and inforrr►ation that is: (i) disclosed to HunterPoint by the

Company, its directors, officers, employees, representatives and agents; (ii) acquired by HunterPaint

from any inspection of the Company's property in connection with this Agreement; or

(iii) information produced by HunterPoint, from Confidential Information, in connection with

perForming services to the Company under this Agreement.

Confidential Information shall not include information that is: (i} now or subsequently becomes

generally known or available by publication, commercial or otherwise, through no fault of

HunterPaint LLC, 641 Lexington Avenue, 15th Floor, New York, NY 10022

tel (212) 328-9497 ~ (917) 818-1315 (fax (917) 463-0893


n PHu ter o~nt

HunterPoint, its employees, agents, or independent contractors; (ii) already known by HunterPoint

at the time of the disclosure, provided that such information did not come from a source known by

HunterPoint to be bound by a confidentiality agreement with the Company, or from a source that

was otherwise prohibited from disclosing such information under a contractual, legal or fiduciary

obligation; (iii} becomes available to HunterPoint on anon-confidential basis from a source other

than the Company, provided that, to HunterPoint's knowledge, the source was not prohibited from

disclosing such information to HunterPoint under a contractual, legal or fiduciary obligation to the

Company; (iv) independently developed by HunterPoi»t, its employees, agents, or independent

contractors primarily from information that is not Confidential Information; (v) information that the

Company and HunterPoint agree, in writing, may be disclosed; (vi}information that is or should be

reasonably expected to be disclosed as part of HunterPaint's services to the Company; or

(vii) information that HuntcrPoint reasonably believes, upon advice of its attarn~ys; must be

disclosed pursuant to applicable law, or regulatory or administrative process, including stock

exchange rules.

HunterPoint may disclose Confidential Information: (i) to third parties as necessary for the

performance of its services under this Agreement; or (is) in connection with any dispute between

HunterPoint and Company under, concerning or arising out of this Agreement. If HunterPoint

receives any request by order, subpoena, or other legal process to produce any Confidential

Information, then unless otherwise prohibited bylaw or process, HunterPointwill seek to provide

the Company with timely notice of such request. !fit fihe Company's request and expense, and unless

otherwise prohibited by law or against a recommendation by NunterPoint's counsel, ancE without

relinquishing or modifying HunterPoint's authority to disclose information under the terms of this

Agreement, HunterPoint will cooperate reasonably with the Company in actions that the Company

deems necessary or appropriate under the circumstances to protect the confidentiality of the

Confidential information.

Igo Third-Party ~enefrciaries; Use, of d~ti!or•k Product.

Except as provided with respect to indemnificafiion and exculpation, there are na third-party

beneficiaries of this Agreement. The Company acknowledges that in connection with its engagement

FlunterPaint is acting as an independent contractor with duties owing solely to Company. The

Company acknowledges that all information, whei:her written or oral, created, prepared, or compiled

by HunterPoint in connection with this Agreement is intended solely for the benefit and use of the

Company provided, hvw~ver that HunterPoint acknowledges and agrees that Company shall utilize

HunterPoint's work in negotiations with Company's creditors. No other individual or entity shall be

entitled to rely on such information for any purpose. Company agrees that such information shall not

be reproduced, disseminated, quoted or referred to at any time or in any manner other than to the

Company's board of directors or managers, officers, employees, representatives, attorneys, and other

agents who have a need to receive such information, except upon HunterPoint's prior written consent.

Without limiting the foregoing, the Company shall not (and shall not authorize any other individual or

entity to) use HunterPoint's name or to make available to fihird parties any information created,

prepared, or compiled by HunterPaint under this Agreement for any reason, including obtaining or

extending credit, offering or selling securities or other assets, or in any representations to third parties

without HunterPoint's prior written consent. It is also expressly agreed that notwithstanding the

above restrictions upon the Company's dissemination and use of information and work product,

HunterPoint LLC, 641 Lexington Avenue, 15th Floor, New York, NY 10022

tel {212) 328-9497 ~ {917) $18-1315 ~ fax (917) 463-0893


HunterPoint

HunterPoint shall have no responsibility or liability relating directly or incfirectiy to such disclosure

(whether authorized or unauthorized) by the Company concerning any information created, prepared,

ar compiled, in whole ar in part, by HunterPoint pursuant to this Agreement, which may be disclosed

only after prior written approval by HunterPoint or as required by applicable faw, or regulatory or

administrative process, including stock exchange rules. The foregoing provisions shall not be

construed or interpreted to prohibit references to HunterPoint's engagement under this Agreement

in required public filings or court documents.

Fui~re P~rfo~•rT~csr,ce

The services to the Company under this Agreement may include the preparation of

recommendations, projections, and other forward-looking statements. The Company acknowledges

that numerous factors may affect the Company's actual financial and operational results, and that

these results may materially and adversely differ from the recommendations ondprojections

prepared, in whole or in part, by HunterPoint.

HunterPoint does not provide assurance regarding the outcome of its engagement and its fees are

not contingent on the results of its engagement.

(nde{aei~de~~t: Cantr•actar ~tu~:cls

HunterPaint will have exclusive controi over the management and operation of HunterPoint,

including hiring and paying the wages or other compensation of its personnel.

A~p~aincr~nent as ~ f f tear r~~~a/ar Dir~~ctor~

HunterPoint understands that the Company's officers and directors are covered 6y appropriate D&O

insurance policies. Should the Company with the consent of HunterPoint elect a HunterPoint Party as

an officer or director, the Company shall prior to the effectiveness of such election name such

Hunter!'oint Party and HunterPoint as additional insureds under these policies and under al(such other

policies that the Company may purchase during HunterPoint's engagement. 1'he Company further

agrees to provide evidence of this coverage as soon as it is in place. !t is mutually understood that

' naming such HunterPoint representative as an officer or director of fihe Company, that such

HunterPoint representative will remain at all times an employee of HunterPoint and not become an

employee of the Company and will be compensated solely by HunterPoint. Upon any cancellation or

non-renewal of the D&p policy, then the Company shall exercise their rights to extend the claim period

for aone-year "discovery period" and shall exercise such rights and pay such premiums required

thereunder.

tVo F~ducinr3~ Refafianshtp

Other than with respect to appointments) of a HunterPoint Party as an officer and(or director of

Company in writing (and then only with respect to such HunterPoint Party), nothing in this

Agreement is intended to create, or shall be deemed or construed to create a fiduciary relationship

between: (a}the Company, including without limitation, the Company's directors, officers,

members, managers partners, control persons, shareholders, employees, representatives, agents, or

creditors (col{ectively, the "Company parties" and each a "Company Party"), on the one hand; and

HunterPpint I.LC, 641 Lexington Avenue, 15"' Floor, New York, NY 10022 g

tel (212) 328-9497 ((917) 818-1315 ~ fax (97.7) 463-0893


HunfierPo~nt

{b) H unterPoint, HunterPoint's affiliates, and the respective directors, officers, members, managers,

partners, control persons, shareholders, employees, representatives, independent contractors,

attorneys, agents, successors or assigns of HunterPoint or I-IunterPoint affiliates (collectively, the

"Hunt~rPoint Parties," and each a "HunterPoint Party") an the other hand.

tnder~rtr~ti~y l~~~~ ~a~i~~arty

The Company agrees to indemnify and hold harmless any FiunterPoint representative who serves as

an officer, including the Chief Restructuring Officer and Company agrees that no such HunterPoint

Party shall have any liability to the Company or any other Company Party for, any losses, claims,

damages, obligations, penalties, judgments, awards, settlements, liabilities, costs, expenses and

disbursements (including reasonable attorneys' and consultants' fees and expenses, investigation

fees and expenses and court and litigation costs) of any kind or nature whatsoever, known or

unknown, foreseen or unforeseen, contingent or otherwise arising out of or in any way, directly or

indirectly, related to (i}Company's actions or failures to act (including statements or omissions

made, or information provided, by it or i#s agents) or (ii) actions or failures to act by a HunterPoint

Party with Company's consent or in reliance on Company's actions or failures to act, or (B) otherwise

related to or arising out of any services rendered by any HunterPoint Party pursuant to this

Agreement or other services rendered at the request of Company (including service by an

HunterPoint Party as an officer, director or in any other capacity with Company or any of its

affiliates},including costs arising out ofi any dispute whether or not HunterPoint or any other

HunterPoint Party is a party to such dispute and including any claim brought by, on behalf of or in the

name of Company (collectively, "Covered Losses"); provided, however, that this indemnity and

exculpation shall not apply where a court of competent jurisdicfiion has found by a final judgment

(not subject to further appeal) that such Covered Lasses resulted primarily from willful misconduct

_ on the part of H unterPaint in the performance of its services under this Agreement. The Company

also agrees to pay HunterPoint a fee at HunterPoint's regular hourly rates for ifi or any other

HunterPoint Party preparing for, or testifying in, any legal proceedings except legal proceedings

related to HunterPoint's breach of this Agreement. ff multiple claims are brought against any

HunterPoint Party in any action with respect to at least one of which indemnification ispermitted

under applicable law and provided for under this agreement, the Company agrees that any

judgment, arbitration award or other monetary award shall be conclusively deemed to be based on

claims as to which indemnification isprovided for and permitted. The Company's obligations

hereunder shall be in addition to any rights that any HunterPoint Party may have at common law or

otherwise. Solely for the purpose of enforcing this agreement, the Company hereby consents to

personal jurisdiction and to service and venue in any court in which any claim which is subject to this

agreement is brought by ar against any HunterPoint Party.

If any action, suit, proceeding or investigation or similar item is commenced as to which a

HunterPaint Party is entitled to indemnification hereunder, it shall notify Company with reasonable

promptness; provided, however, that any failure to so notify Company shall not relieve Company

from its obligations hereunder (except to the extent Company is materially and adversely affected by

such failure to be given notice). HunterPoint shall have the right to retain counsel of its own choice

to represent it, and Company shall pay the reasonabEe fees, expenses and disbursements of such

counsel; and such counsel shall to the extent consistent with its professional responsibilities

cooperate with Company and any counseldesignated by company. Company shall not without

written prior consent of HunterPoint, settle or compromise any claim against HunterPoint, or permit

HunterPoint LLC, 641 Lexington Avenue, 15`" Floor, New York, NY 10Q22

tel (212) 328-9497 ~ (917) $1$-1315 ~ fax (917} 463-0893


HunterPointm.maaene~~ ro,soua~:~.

a default or consent to the entry of any judgment in respect thereof, unless such settEement,

compromise or consent includes as an unconditional term thereof, the giving by the claimant to

HunterPoint of an unconditional release from alI liability in respect of such claim.

In order to provide for just and equitable contribution, if a claim for indemnification pursuant to this

Indernnificatian Agreement is made but is found in a final judgment fly a court of competent

jurisdiction (not subject to further appeal) that such indemnification may not be enforced in such

case, even though fhe express provisions hereof provide for the indemnification insuch case, then

Company, on the ane hand, and HunterPoint, an the other hand, shall contribute to the Covered

dosses to which the Indemnified Parties may be subject in accordance with the relative benefits

received by Company, on the one hand, and HunterPoint, on the other hand, and also the relative

fault of company, on the one hand, and HunterPoint, on the other hand, in connection with the

statements, acts or omissions which resulted in such Covered Losses and the relevant equitable

considerations shall also be considered.

Neither termination nor completion of the engagement of HunterPoint or of this Agreement shall

affect these indemnification provisions which shall remain operative and in full force and effect and

sha(I be binding upon any successors or assigns of Company. Each HunterPoint Party is an express

third party beneficiary of the provisions of this Section.

IVr~r~-oaf t~i~ c~tian

For a period of twelve (~z) months after the later of: (a) the completion of all services to be provided

by NunterPoint under this Agreement; or (b) termination of this Agreement, the Company, including

any affiliates thereof, shall not, directly or indirectly, hire, employ, retain or utilize (other than

through HunterPoint) the services of any currenf or farmer employee of HunterPoint or independent

contractor who provided services under this Agreement at any time wifihout the prior written

consent of HunterPaint. The Company agrees and acknowledges that the FiunterPoint's remedy at

law for any breach of the provisions of this Section would be inadequate and that for any breach of

such provisions HunterPoint will, in addition to such other rerr►edies as maybe available to it at law

or in equity, be entitled to injunctive relief and to enforce its rights by an action for specific

performance to the extent permitted bylaw.

1c~irtL' at'~~% Sea~et't~l LiElLliit`t}rr 5etaf f

If the Company consists of one or more entities, then the Company's obligations under this

Agreement shall be joint and several obligations of each entity comprising the "Company." Without

Eimiting any other remedy that may be available to HunterPoint under this Agreement or applicable

law, where the "Carnpany"under this Agreement consists of more than one entity, then

FiuntcrPoint shall have against each such entity a right of setoff (notwithstanding any lack of

mutuality} under which Nunterl~oint may set off against any claim against HunterPoint by any entity

comprising the Company group, all of the claims that HunterPoint may have against any or all of the

other entities that comprise the Company.

Rttorneys' Fees an~I Exper~ses

The Company shall pay all costs and expenses, including reasonable attorneys' fees and expenses,

incurred by FiunterPoint to enforce this Agreement, including, but not limited to any indemnity

j provision of this Agreement. This obligation to pay HunterPoint's reasonable attorneys' fees and

HunterPoint LLC, 641 Lexington Avenue, 15th Floor, New York, !VY 10022 ~o

tel (212) 328-9497 ~ (917) $18-1315 J fax {917) 463-0893


HunterPa~nt

expenses shall apply whether such fees and expenses are incurred during trig! or appeal, or in

arbitration, a bankruptcy case, ar otherwise. if so required, HunterPoint shall additionally be entitled

to reimbursement of reasonable legal expenses associated with any required court approval of this

Agreement or enforcement of provisions of this Agreement, including, but not (invited to, fee

appfitatians and the defense of any objections thereto. Company sha!! reimburse HunterPoint for all

such expenses upon presentation of the invoice far the same supported by appropriate

documentation.

Cc~ris~nt; ~~rtireRg'r-ee~~~ent

In any instance under this Agreement where a party's consent is permitted ar required to be given,

such consent shall not be withheld unreasonably. This Agreement and a Telescope Non-Disclosure

Agreement between Company and HunterPoint contain the entire Agreement of the parties with

respect to its subject matter, and supersedes all prior agreements and understandings between the

Company and HunterPoint with respect to such subject matter. The parties agree that all terms of

their agreement and understanding are embodied in this Agreement, and as modified or

su lem~nted from time to time but onl if such modification or su lement is both: i in writinPP Y ~ PP ~~) ~~

antl (ii}signed by all parties. To the extent that any services outside the scope of this engagement

are required or requested, the extent of these services, and the additional compensation to be paid

to hlunterPoint for such services, shal(be agreed upon prior to HunterPoint beginning to perform

such services.

Choice o f E.av~;1 fc~run~

The validity, interpretation and enforcement of this Agreement, matters arising out of or related to

this Agreement or its making, performance or breach, and related matters shall be governed by the

internal laws of the State of New York (without reference to choice of (aw doctrine). However, any

legal action or proceeding concerning the validity, interpretation and enforcement of this

Agreement, matters arising out of or related to this Agreement or its making, performance or

breach, or related matters shall be brought initially to the Delaware Bankruptcy Court, and all parties

consent to fihe exclusive jurisdiction of this court, waiving any objection to the propriety or

convenience of such venues. HUNTERPOINT HEREBY AGREES, AND THE COMPANY HEREBY AGREES

ON (TS OWN BEHALF, AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ON BEHALF OF EACH

OTI•I ~R COMPANY PARTY, TO WAIVE ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY CLAIM,

COUNTER-CLAIM OR ACTION IN CQNNECTfON WfTH, RELATING TO QR ARISING OUT OF

HUNI"ERPOINT'S ENGAGEMENT, HUNTERPO(NT'S PERFORMANCE THEREOF, OR THISACREEMENT.

l~dultF~le Origif~rals

This Agreement may be executed in any number of counterparts, each of which shall be deemed an

original, but all of which together shop constitute one and the same document. This Agreement may

be executed by facsimile signatures or signatures forwarded via email.

Terrt~i~~ca~:ian

Either the Company or HunterPoint can terminate this agreement upon one week's written notice,

except far the sections an Indemnity and Confidentiality which shall survive any termination.

Outstanding amounts due HunterPoint, if any, will be paid promptly upon receipt of a final invoice

that will be provided immediately upon notice of termination by the Company.

HunterPoint LLC, 641 Lexington Avenue, 15~' Floor, New Yark, NY 10022 11

t~l {212) 328-9497 ~ (917) 818-1315 ~ fax (917) 463-0893


EXHIBIT C

(Declaration)



FOR THE DISTRICT OF DELAWARE

In re: ) Chapter 11

PHOENIX BRANDS LLC, et al.,' ) Case No. 16-11242 (BLS)

Debtors. j (Jointly Administered)

DECLARATION OF PETER A FURMAN IN SUPPORT OF MOTION OF DEBTORS

PURSUANT TO 11 U.S.C. §§ lOS(a) AND 363(b) TO EMPLOY AND RETAIN

HUNT~RPOINT, LLC TO PROVIDE- A CHIEF RESTRUCTURING OFTICER, NUNC

PRO TUNC AS OF THE PETITION

DATE, AND LIMITED WAIVER OF DEL. BANKR. L.R. 2016-2

Peter A. Furman, being duly sworn according to law upon his oath, states and

affirms as follows:

I am a Principal of HunterPoint, LLC ("HunterPoint"), which maintains

offices at 641 Lexington Avenue, 15t~' Floor, New York, NY 10022. I submit this declaration on

behalf of HunterPoint in support of the motion (the "Motion")2 of the debtors and the debtors-in-

possession (the "Debtors") in the above-captioned chapter 11 cases for an order authorizing the

Debtors to employ and retain HunterPoint to provide the Debtors a Chief Restructuring Officer,

nunc pro font as of the Petition Date, pursuant to 11 U.S.C. §§ 105(a) and 363(b) and under the

terms and conditions set forth in the Motion.


LLC, (4609), Phoenix Brands Parent LLC, (8729), Pi7oenix North LLC, (no EIN), and Phoenix Brands Canada ULC

(a Nova Scotia Company). The address of each of the Debtors is 1 Landmark Square, Suite 1810, Stamford, CT


MSX 1 B8.

z Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Motion.

3


Scone of Services

2. Consistent with the terms of the Engagement Letter, I, as CRO, am

charged with assisting the Debtors with its various operational, administrative, and financial

needs arising in connection with these chapter 11 cases. More specifically, the services that will

be provided are the following (collectively, the "Services"):3

i. Develop the Company's restructuring options and cash

requirements related thereto and implementation of any restructuring;

ii. Assist with minimizing costs associated with that process, facilitatethe Company's communication with parties-in-interest, assist withcreditor negotiations and assisting in such other matters as theBoard, management, or counsel to Phoenix may request from time

to time;

iii. Review the Company's operations, include evaluating its working

capital management and requirements, operating processes, and

overhead structure, as necessary to ensure the adequacy of cashrequirements including but not limited to operating costs, fees(attorneys, financial advisors, etc.), critical vendor payments (if

any), interest expense, and other related costs;

iv. Oversee the process for the sale of the "Rit" and "Laundry" assets

of the Company and the resolution of claims, if any, asserted

against the Company;

v. Assist with the preparation of business plans and financial

projections and analysis of alternative operating scenarios;

vi. Assess operations and in consultation with the CEO recommend

and implement the restructuring of operations as appropriate;

vii. Monitor the orderly liquidation of terminated operations (if any);

viii. Consult with all other retained parties, and other parties-in-interest;

ix. Attend, as requested by the Company, meetings and conference

calls with Company management, legal & professional

representatives, and representatives of the Senior Secured and

other Lenders; and

To the extent that this Motion and the terms of the Engagement Letter are inconsistent, the terms of the

Engagement Letter shall control.


x. Perform such other tasks as appropriate as may reasonably be

requested by the Company's management or Company counsel.

3. Subject to this Court's approval of the relief requested in this Motion, I, as

CRO, am willing to provide the Services to the Debtors. Under the Engagement Letter, I will

report directly to the Company's board of directors and its Chief Executive Officer. HunterPoint

will coordinate with the Debtors' other retained professionals to avoid unnecessary duplication

of services.

Com»ensation

4. HunterPoint has agreed to be paid a flat weekly fee of $20,500 for

services, plus expenses.

5. HunterPoint is seeking a limited waiver from maintaining time records as

set forth in Local Rule 2016-2 in connection with the services to be rendered pursuant to the

Engagement Letter to permit HunterPoint to record its time in half-hour increments.

6. The fee structure is consistent with and typical of compensation

arrangements entered into by HunterPoint and other comparable firms in connection with the

rendering of similar services under similar circumstances. In determining the fee structure to be

paid to Hunter•Point, the Debtors relied on the fact that the fee structure is in fact reasonable,

market-based, and designed to compensate fairly HunterPoint for its work and to cover necessary

expenses, and. was heavily negotiated at arms-length by HunterPoint and the Debtors and their

counsel.

7. As noted above, HunterPoint has provided prepetition financial and

restructuring services to the Debtors. During the one-year period prior to the commencement of

these chapter 11 cases, HunterPoint has received $161,288.24 from the Debtors for services

5


performed and expenses incurred prior to the Petition Date. In addition, HunterPoint has

received, and continues to hold, $95,818.69 as a retainer from the Debtors.

8. Other than as set forth herein or in the Engagement Letter, there is no

proposed arrangement between the Debtors and HunterPoint for compensation to be paid in these

chapter 11 cases.

9. HunterPoint is not a creditor of the Debtors' estates, and has been fully

paid by the Debtors for all prepetition services rendered by HunterPoint to the Debtors.

HunterPoint's Qualifications

10. HunterPoint possesses extensive knowledge and expertise in the areas of

bankruptcy and financial matters relevant to these chapter 11 cases, and is well qualified to

advise the Debtors on such bankruptcy and financial matters. In selecting its financial advisor,

the Debtors sought an advisor with experience in representing debtors in complex cases. I have

such experience, and bring that experience to HunterPoint. I have been retained to provide

financial advisory services in several other chapter 11 cases in this district and other districts

around the country. See, e.g., In re Unidigital, Inc. et al., Del. Bankr. Case No. 00-3806 (MFW)

(Chief Restructuring Officer); Cross Media Marketing Corporation, et al., S.D.N.Y. Bankr. Case

No. 03-13901 (BRL) (as chief restructuring officer); M. Fabrikant &Sons, Inc. and Fabrikant-

Lees International, Ltd., S.D.N.Y. Bankr. Case No. 06-12737 (SMB) (as Co Chief Restructuring

Officer); TeeVee Toons, Inc. d/b/a TVT Records, S.D.N.Y. Banlcr. Case 08-10562 (ALG) (as

Restructuring Consultant); Old TIC, LLC (formerly The Innovative Companies, et al.), E.D.N.Y.

Banlcr. Case No. 09-72669 (as Crisis Manager and Chief Restructuring Officer).

11. In addition to my experience in the reorganization, restructuring, and sales

of troubled companies, both in and out of court, I have developed an in-depth understanding of


the Debtors' financial history, business operations, and the industry in which the Debtors operate

initial engagement effective as of March 28, 2016.4 HunterPoint has therefore accumulated

significant in-depth knowledge regarding the Debtors and has become well-acquainted with the

Debtors' operations, debt structure, creditors, business, and related matters. Accordingly,

HunterPoint has developed significant relevant experience regarding the Debtors that will assist

HunterPoint in providing effective and efficient services in these chapter 11 cases.

HunterPoint's Disi~~terestedness

12. In connection with its proposed retention by the Debtors in these chapter

11 cases, HunterPoint undertook to determine whether it had any conflicts or other relationships

that might cause it not to be disinterested or to hold or represent an interest adverse to the

Debtors. Specifically, HunterPoint reviewed its connections with certain individuals and entities

that may be parties in interest in these chapter 11 cases that were reasonably made known to

HunterPoint by the Debtors. Such parties are listed on Schedule 1 attached hereto (such parties,

the "Potential Parties in Interest"). If additional potential parties in interest are reasonably made

known to HunterPoint, it will review its connection with such parties and supplement this

declaration if additional information requiring disclosure is discovered.

13. Other than as stated on Schedule 2, to the best of my knowledge and

belief, HunterPoint has not represented any Potential Parties in Interest in connection with

matters relating to the Debtors, their estates, 'assets, or businesses and will not represent other

entities which are creditors of, or have other relationships to, the Debtors in matters relating to

these chapter 11 cases.

14. As part of its diverse practice, HunterPoint appears in numerous cases,

proceedings, and transactions that involve many different professionals, including attorneys,

4 And earlier, through Mr. Furman's involvement with the Debtors while at Getzler Henrich &Associates LLC.

7


accountants, and financial consultants, who may represent claimants and parties-in-interest in the

Debtors' chapter 11 cases. Also, HunterPoint has performed in the past, and may perform in the

future, advisory consulting services for various attorneys and law firms, and has been

represented by attorneys and law firms, some of whom may be involved in these proceedings. In

addition, HunterPoint has in the past, may currently and will likely in the future be working with

or against other professionals involved in these cases in matters unrelated to the Debtors and

these cases. Based on our current knowledge of the professionals involved, and to the best of my

knowledge, none of these relationships create interests adverse to the Debtors in matters upon

which HunterPoint is to be employed, and none are in connection with these cases.

15. It is HunterPoint's policy and intent to update and expand its ongoing

relationship search for additional parties in interest in an expedient manner. If any new material

relevant facts or relationships are discovered or arise, HunterPoint will promptly file a

supplemental declaration.


Pursuant to 28 U.S.C. § 1746,1 declare under penalty of perjury that the foregoing

is true and correct~-

Dated: May2~? 2G 16 -`"Petar :a. Furman


Schedule 1

1 Worldsync, Inc Bradford Soap Works, Inc.

3V Sigma Usa Inc Brenntag Mid-South Inc

A Pallett Company Brenntag Specialties Inc

Aakash Chemicals Brickyard Fire Protection

AC Nielsen Inc Brighthouse Networks

Adesso Solutions .Inc Bureau Veritas Consumer

Adesso Solutions LLC Cablevision Lightpath Inc.

Adp Cablevision of Conn.

ADQ Inc CAN Insurance

Advantage Sales &Marketing Canada Revenue Agency

Aesus Packaging Systems Inc. Canteen Refreshments/Java

Airgas Safety Inc Cargill, Incorporated

Airlite Plastics Co Carolina Logistic Service Inc

AKZO Chemical Corp Central Collection Agency

Al<zo Nobel Functional Central Scale Inc

Alan P Radovic Central Supply Co., Inc.

Alden lid Event So1.LLC Charlie Viers

Alpla, Inc. Chase Manufacturing

Amca Sales Limited Chase Products Co

American Cleaning Institute CHEP USA

American Dyestuff Corp Christopher Mcgovern

American Label Products Cincinnati Bell

American Packaging Corp Ciner Wyoming LLC

Angel/Cotton Assoc. Inc. Cintas Corporation

Angela Daniels Citizens Energy Group

Anita Marie Waltz City of Lebanon Income Tax Department

Anne Bilello Claire Konilcoff

Anthony W Jackson Clara King

Armour Logistics Services Clark Drouin Lefebvre Inc

Arrow Container, LLC Cmit Solutions

ASM National Office CNA Insurance

Associated Food Stores LLC Comcast Cable

Balser Mechanical Services Consolidated Container Co

Banlc of America, NA CQ Solutions

Barry L Kay Crichlow Products Company

Be 3 Marketing Group LLC Cyba Stevens

Becky Codalata Cygnus Corp

Belmark, Inc. Cynthia Ann Fields

Berry Plastics Corp. Darrell Greb

Bette Kiernan Dawn Drost

Bfl Canada Rislc &Insurance Services DE Secretary of State

Big Y Foods Deborah Kay Elliott

Bottom Line Courier Corp Delaware Division of Revenue/Bankruptcy

Braden Business Systems Service


Delaware Secretary of State Gregory L. Dunlcerson

Delaware State Treasury GS1 Canada TH1029

Dentsu America Inc Harcros Chemicals Inc

Department of Taxation and Finance Harvard Maintenance Inc

Depeedro Fredricks Henson Sales Group Ltd

Dept Of Revenue Services -State Of CT Hinckley Springs

Dept Of Treasury Hoosier Freight &Warehouse

Detergent 2.0, LLC Horwitz &Associates Inc

Diane Begalla Houlihan Lolcey

Diane Giancola HP Products Corporation

Dierbergs Markets Human Capital Management LLC

Division of Taxation Huntsman Petrochemical

Division of Unemployment Ins. IBM Corporation

Douglas A Mills ID Technology Corp

Douglas V Wilson Illinois Department of Revenue

Driessen Water Inc Indiana Department Of Revenue

DS Container Industrial Sales

Dunn &Bradstreet Ingredion Incorporated

Dynamic Funds INMAR

Eastgate Graphics Inc Innovative Info Solutions

eFax Corporate c/o J2 Insperity

Eldon W. Cox Internal Revenue Service

Elwood Staffing International Paper

Ems, Inc. James P Corcoran

Fairway Group Central Service Jamie Gibson

Fastenal Company Jane Gilmer

Faultless Starch/Bon Ami Company Janet S Thompson

FEDEX Jason Hitchen

Fedex Freight East Inc Jeannie M Brown

Fifth Street Asset Management Inc. Jeff Stevens

Fifth Street Finance Corp. Jeffrey L. Wilson

Fletcher M Spencer Jeffrey R Gildea

Franklin Road Realty LLC Jeffrey Wilson.

Frontier Communications Jessica Levy

George Barnes Consulting LLC Jill Ann Boerger

Georgia Department of Revenue Jill Najarian

Georgia Pacific John Ceperich

Getzler Henrich &Associates LLC Joseph Coughlin

Giancola, Janice Dianne Joseph Fried

Givaudan Fragrances Corp Joseph J. Coughlin

Gladys Jett Joyce Bell

Goldberg Kohn Ltd JP Morgan Chase Banlc, N.A.

Gordon Q Miller JR Chemical Inc

Gp Receivables Inc JR Cole Industries Inc

Grainger Jubilee Sales Company

GreatAmerica Financial Karns Foods


Karpata Instore Service LLCKathleen A DreyerKathleen ConlonKathy CiallelaKEKE Consulting LLCKelly RobbKenerson Associates IncKentucky Department of Revenue

Kentuclty State TreasurerKey FoodKimberly FaulknerKirby Risk CorporationKirkland &Ellis LLPKlatt-Jo~wic &AssociatesKlehr Harrison Harvery Branzburg LLP

Kleinschmidt Inc.Konica Minolta Leasing

I~orex Chicago, LLCKraft Chemical Company

Kristina Marie Repass

Lab SupportLandmark Square 1-6 LLC

Lavo, Inc.Leadertech Colors IncLeatex Chemical Company

Lh Gamble Co LtdLincolnshire Management, Inc.

Lisa B. FishburnLisa CorichLisa FishburnLockton Companies LLC

Loeb &LoebLori Sue Sullivan

Louisville Metro Revenue Commission

Madison Capital Funding

Maine Revenue ServicesMargaret McNultyMargurete LongMarietta Corporation

Marion County Treasurer

Marls HannelMarl< V CroupMark W HueberMarlc/Treee IncMarlcem-Imaje Corporation

Mars Super Markets Inc

Mary ButerinMary SkinnerMays Chemical CompanyMcCloud ServicesMelissa K WilsonMenlo WarehouseMenlo Warehouse CanadaMenlo Worldwide LogisticsMichael JohnsonMichael M JohnsonMilliken &CompanyMorgan &Sampson/ScaMorris, Nichols, Arsht & TunellMorrison Cohen LLPMorton SaltMotion Industries IncMSP Seals IncMulti AD Service IncMulti-Color GraphicsMulti-Pack Chicago, LLC

Nancrede Engineering

Navarro DiscountNch Marketing Services, Inc

NewsAmerica Marketing

NJ Division Of Taxation

Noble Of IndianaNorth Carolina Department of Revenue

North Carolina Dept Of Revenue

Norton Rose Fulbright US LLP

Novozymes North America

NYS Sales Tax ProcessingOffice of the United States Trustee

Office Three Sixty, IncOgletree Dea~CinsOhio Department Of Taxation

Ohio Dept Of TaxationOld Dominion Freight Lines

On The Shelf LLCOsier, Hoskin &Harcourt LLP

Pachulski Stang Ziehl &Jones LLP

Packaging Credit Co LLC

Packaging Equipment &Films

Paige BlackmanPankow AssociatesPeerless Marketing Group, Inc

Peggy L. Smith


Pennsylvanian Dept Of RevenuePension Benefit Guaranty Corporation

Phoenix Brands LLC, A Delaware LLCPhoenix Closures, Inc.Pinnacle SalesPinpoint Data LLCPotter Anderson & Corroon LLP

Precision Rubber PlatePrinter Zinc IncProduct SaversPropark, IncPropharma GroupProsl<auer Rose LLPPurchase PowerRa Jones &CompanyRaymond Hoaglend Stacic Jr

Ray's Trash Service, Inc.Rebecca CodalataReceiver GeneralReceiver Gen'L For CanadaRed Label Sports, Inc.Regional Income Tax AgencyRegions Bank.Regulatory &Technical Associates

RepositralcRetail Marketing GroupRicky W. BemisRobert W. PhillipsRobinson &Cole LLPRoche Bros.Rocket It PocketRoto Rooter Services CoRoyal Banlc of CanadaRust Consulting/Omni Bankruptcy

Ruth GalloglySam ChessSamantha Harrison

Scott PoppSecurities &Exchange Commission

Shell Chemical LLPShorr Packaging Corp

Slcyliner Sales CorpSnf Holding Company

Sommer Metalcraft CorpSonitrol of Indianapolis, Inc.

Speggy Smith

SPS CommerceSS Robin Operating, LLCST Vincent EAPStaples AdvantageStaples Business AdvantageState of DelawareState Of Michigan CDState Of WashingtonStepan CompanyStephani J. YeleyStephen GouldStephen SweetStericycle ComsolSteve SweetStilceman Elliott LLPSun ProductsSuperior Materials IncTax CollectorTaylor Communications Inc

Technics in Design LLCTeltecTeresa K ClarkTesta Fabrics, IncThe Henson Sales Group, Inc

The Peterson Company LLC

Tri K Industries IncTronox Alkali Wyoming Corp

TrycoIncTye WilliamsTynan Equipment Company

U.S. Attorney's OfficeUlineUnipak, LLCUnited Furniture WorkersUnivar USA IncUniversal Logistics USA

UPCUPSUPS FreightUS Dept Of TreasuryUS Nuclear Regulatory Commission

Verizon WirelessVictoria GoringVijaya GarimellaVillage Of Batavia Income Tax Dept

VWR International Inc.


W.J. Beitler Co.WaypointWestrock CP LLCWiese USAWilliam H LittlefieldWilliam Lee TaylorWilliam Schmitt LLCWinn-Dixie Stores/Bi-Lo

With Integrity EnterpriseWm M Dunne &Assoc. Ltd.Worldwide DispensersXerox CorporationYou Technology, LLCYRCYvonne Ann Dickinson


Schedule 2

HunterPoint, through Mr. Furman, has been involved in bankruptcy cases with the following

parties as client-friendly, adverse, or other-interested parties in matters unrelated to these

proceedings. Neither HunterPoint nor Mr. Furman currently represents any of the following

parties.

Banlc of America, NADe Secretary of StateDelaware Division of Revenue/Bankruptcy ServiceDelaware Secretary of StateFedexGeorgia Department of RevenueGetzler Henrich &Associates LLCGoldberg Kohn LtdGreatAinerica FinancialHoulihan LokeyInternal Revenue ServiceJP Morgan Chase Banlc, N.A.Klehr Harrison Harvery Branzburg LLPLocicton Companies LLCMorrison Cohen LLPOsler, Hoskin &Harcourt LLPPachulski Stang Ziehl &Jones LLPProskauer Rose LLPRust Consulting/Omni BankruptcyUPSState of DelawareU.S. Attorney's Office


for the district of delaware phoenix brands llc, et al ... · iii. review the company's...

Documents