in the united states bankruptcy court for the …€¦ · energy corp.; (ii) the solyndra residual...

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

In re:

SUNTECH AMERICA, INC., et al.,

Debtors.1

Chapter 11

Case No. 15-10054 (CSS)

Jointly Administered

Hearing Date: March 17, 2015 at 10:00 a.m. (ET) Objection Deadline: March 10, 2015 at 4:00 p.m. (ET)

APPLICATION FOR ENTRY OF AN ORDER AUTHORIZING THE EMPLOYMENT AND RETENTION OF PEPPER HAMILTON LLP AS DELAWARE COUNSEL TO

THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS OF SUNTECH AMERICA, INC., ET AL., NUNC PRO TUNC TO JANUARY 22, 2015

The Official Committee of Unsecured Creditors (the “Committee”) of Suntech

America, Inc., et al. (collectively, the “Debtors”), submits this application (the “Application”) for

entry of an order pursuant to sections 328(a) and 1103 of title 11 of the United States Code

(11 U.S.C. §§ 101 et. seq. as amended, the “Bankruptcy Code”), Rules 2014(a) and 2016 of the

Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), and Rule 2014-1 of the Local

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

District of Delaware (the “Local Rules”) authorizing the Committee to retain Pepper Hamilton

LLP (“Pepper Hamilton”) as its Delaware counsel in the Debtors’ chapter 11 cases, nunc pro

tunc to January 22, 2015. In support of this Application, the Committee respectfully states as

follows:

1 The Debtors in these Chapter 11 Cases, along with the last four digits of the Debtors’ federal tax identification numbers, are Suntech America, Inc. (9235) and Suntech Arizona, Inc. (0353). The Debtors’ mailing address is 501 Second Street, Suite 575, San Francisco, CA 94107.

Case 15-10054-CSS Doc 106 Filed 02/20/15 of 8

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JURISDICTION AND VENUE

1. This Court has jurisdiction to consider this matter pursuant to 28 U.S.C.

§§ 157 and 1334. Venue is proper in this district pursuant to 28 U.S.C. §§ 1408 and 1409. This

matter is a core proceeding pursuant to 28 U.S.C. § 157(b). The statutory and rule predicates for

the relief requested herein are sections 328(a) and 1103(a) of the Bankruptcy Code, Bankruptcy

Rules 2014 and 2016, and Local Rule 2014-1.2

BACKGROUND

2. On January 12, 2015 (the “Petition Date”), each of the Debtors filed a

voluntary petition for relief under chapter 11 of the Bankruptcy Code. On January 13, 2015, the

Court entered an order providing for the joint administration of the Debtors’ chapter 11 cases for

procedural purposes only pursuant to Bankruptcy Rule 1015(b).

3. On January 22, 2015, pursuant to section 1102 of the Bankruptcy Code,

the United States Trustee for the District of Delaware (the “U.S. Trustee”) appointed the

Committee. The Committee is currently comprised of the following three members: (i) Gintech

Energy Corp.; (ii) The Solyndra Residual Trust; and (iii) Wuxi Suntech Power Co., Ltd.

4. On January 22, 2015, pursuant to section 1103(a) of the Bankruptcy Code,

the Committee selected Sheppard, Mullin, Richter & Hampton LLP (“Sheppard Mullin”) to

serve as lead counsel and Pepper Hamilton to serve as its Delaware counsel.

RELIEF REQUESTED

5. The Committee seeks to employ and retain Pepper Hamilton, as its

Delaware counsel, pursuant to sections 328(a) and 1103(a) of the Bankruptcy Code, effective as

2 Pursuant to Local Rule 9013(f), the Committee hereby consents to the entry of final orders or judgments by the Court on this Application if it is determined that the Court, absent consent of the parties, cannot enter final orders or judgments consistent with Article III of the Unites States Constitution.


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of January 22, 2015.

RETENTION OF PEPPER HAMILTON

6. As required by the Guidelines for Reviewing Applications for

Compensation and Reimbursement of Expenses Filed Under 11 U.S.C. § 330 by Attorneys in

Larger Chapter 11 Cases, effective November 1, 2013 (the “U.S. Trustee Guidelines”), Pepper

Hamilton responds to the questions set forth in Section D of the U.S. Trustee Guidelines as

follows:

a. Pepper Hamilton did not agree to a variation of its standard or

customary billing arrangement for this engagement;

b. None of the professionals included in this engagement have varied

their rate based on the geographic location of these chapter 11 cases;

c. Pepper Hamilton did not represent the Committee prior to the

Petition Date; and

d. The Committee’s professionals have negotiated an acceptable

budget with the Committee. The Committee has approved Pepper Hamilton’s proposed rates and

staffing plan. The Pepper Hamilton attorneys and paraprofessionals staffed on these cases,

subject to modification depending upon further development, are as set forth below3:

Name Title Hourly Rate

David M. Fournier Partner $720

Donald J. Detweiler Partner $680

John H. Schanne II Associate $425

3 Pepper Hamilton has agreed to comply with the budget and staff reporting requirements contained in the U.S. Trustee Guidelines solely in connection with the Debtors’ chapter 11 cases. The decision to accept these requirements was based exclusively on the facts and circumstances of the Debtors’ chapter 11 cases and Pepper Hamilton fully reserves the right to object to such requirements, or any other requirements contained in the U.S. Trustee Guidelines in future cases should it determine that it is appropriate to do so.


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Christopher A. Lewis Paralegal $275

7. The Committee understands that, from time to time, it may be necessary

for professionals and paraprofessionals employed by Pepper Hamilton, other than those set forth

above, to provide services to the Committee. The Committee further understands that the hourly

rates reflected above are subject to periodic adjustments (typically on January 1 of each year) to

reflect economic and other conditions.

8. Pepper Hamilton has advised the Committee that its professionals have

considerable experience in the bankruptcy and commercial law areas and are particularly well-

qualified to represent the Committee in these proceedings.

9. The Committee respectfully submits that it is necessary to employ and

retain Pepper Hamilton as its Delaware counsel to provide, among other things, the following

services in coordination with Sheppard Mullin:

a. Assist Sheppard Mullin as requested in representing the

Committee;

b. Advise the Committee with respect to its rights, duties and powers

in these cases;

c. Assist and advise the Committee in its consultations with the

Debtors relating to the administration of these cases;

d. Assist the Committee in analyzing the claims of the Debtors’

creditors and the Debtors’ capital structure and in negotiating with the holders of claims and, if

appropriate, equity interests;


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e. Assist the Committee’s investigation of the acts, conduct, assets,

liabilities and financial condition of the Debtors and other parties involved with the Debtors, and

of the operation of the Debtors’ business;

f. Assist the Committee in its analysis of, and negotiations with the

Debtors or any other third party concerning matters related to, among other things, the

assumption or rejection of certain leases of non-residential real property and executory contracts,

asset dispositions, financing transactions and the terms of a plan of reorganization or liquidation

for the Debtors;

g. Assist and advise the Committee as to its communications, if any,

to the general creditor body regarding significant matters in these cases;

h. Represent the Committee at all hearings and other proceedings;

i. Review, analyze, and advise the Committee with respect to

applications, orders, statements of operations and schedules filed with the Court;

j. Assist the Committee in preparing pleadings and applications as

may be necessary in furtherance of the Committee’s interests and objectives;

k. Assist the Committee as conflicts counsel, should the need arise;

and

l. Perform such other services as may be required and are deemed to

be in the interests of the Committee in accordance with the Committee’s powers and duties as set

forth in the Bankruptcy Code.

10. In accordance with Part F of the U.S. Trustee Guidelines, Pepper Hamilton

is proposed to serve as Delaware counsel for the Committee with Sheppard Mullin as lead

counsel. To be clear, Pepper Hamilton expects that Sheppard Mullin shall have primary


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responsibility for the services disclosed in the Committee’s application to retain Sheppard Mullin

filed with the Court. That being said, Pepper Hamilton also expects that it will be asked to

provide substantive advice to the Committee. In such instances, Pepper Hamilton intends to

work closely with Sheppard Mullin to ensure that there is no unnecessary duplication of services

performed or charged to the Debtors’ estates.

11. The Committee requests that all legal fees and related costs and expenses

incurred by the Committee on account of services rendered by Pepper Hamilton in these cases be

paid as administrative expenses of the estates. Pepper Hamilton intends to apply to the Court for

allowance of compensation and reimbursement of expenses in accordance with applicable

provisions of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules and any orders

entered by this Court. The Committee, subject to the provisions of the Bankruptcy Code, the

Bankruptcy Rules and any orders entered by this Court, proposes to pay Pepper Hamilton its

customary hourly rates in effect from time to time as set forth in the Affidavit of Donald J.

Detweiler in Support of the Application (the “Detweiler Affidavit”) filed concurrently herewith

and the Declaration of Dongxia Hang as Representative of Wuxi Suntech Power Co., Ltd. in

Support of the Application (the “Chairman of the Committee Declaration”) filed concurrently

herewith. The Committee submits that these rates are reasonable.

12. Upon information and belief, and except to the extent set forth in this

Application or the Detweiler Affidavit, Pepper Hamilton does not represent and does not hold

any interest adverse to the Debtors’ estates or their creditors in the matters upon which Pepper

Hamilton is to be engaged. However, Pepper Hamilton is a large firm with a national practice

and may represent or may have represented certain of the Debtors’ creditors or other parties-in-

interest in matters unrelated to these cases as set forth in the Detweiler Affidavit.


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13. Because of the extensive legal services that may be necessary in these

cases, and the fact that the full nature and extent of such services are not known at this time, the

Committee believes that the employment of Pepper Hamilton to serve as Delaware counsel to the

Committee is appropriate and in the best interests of the unsecured creditor body that the

Committee represents.

14. The Committee requested that Pepper Hamilton immediately commence

work on these cases because of pending motions scheduled for hearings and other pending

matters in which the Committee has an interest. Accordingly, the Committee seeks this Court’s

approval of its retention of Pepper Hamilton nunc pro tunc to January 22, 2015, the first date on

which Pepper Hamilton performed services for the Committee.

15. No previous application for the relief herein has been made to this or to

any other court.

[remainder of page intentionally left blank]


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WHEREFORE, the Committee requests that an order be entered authorizing it to

retain Pepper Hamilton to represent it in these proceedings, nunc pro tunc to January 22, 2015,

and providing the Committee such other and further relief as the Court may deem just and

proper.

Dated: February 20, 2015 New York, New York

SCHIFF HARDIN LLP, Attorneys for Wuxi Suntech Power Co. Ltd., in its capacity as Committee Chairperson and not in its individual capacity /s/ Louis T. Delucia Louis T. Delucia 666 Fifth Avenue New York, New York 10103 Telephone: (212) 753-5000 Facsimile: (212) 753-5044 Email: [email protected]


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In re: Suntech America, Inc., et al., 1

Debtors.

Chapter 11 Case No. 15-10054 (CSS) Jointly Administered Hearing Date: March 17, 2015 at 10:00 a.m. (ET) Objection Deadline: March 10, 2015 at 4:00 p.m. (ET)

NOTICE OF APPLICATION FOR ENTRY OF AN ORDER AUTHORIZING THE EMPLOYMENT AND RETENTION OF PEPPER HAMILTON LLP AS DELAWARE COUNSEL TO THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS OF

SUNTECH AMERICA, INC., ET AL., NUNC PRO TUNC TO JANUARY 22, 2015

PLEASE TAKE NOTICE that, on February 20, 2015, the Office Committee of Unsecured Creditors (the “Committee”) of the above-captioned debtors and debtors-in-possession (the “Debtors”) filed the Application for Entry of an Order Authorizing the Employment and Retention of Pepper Hamilton LLP as Delaware Counsel to the Official Committee of Unsecured Creditors of Suntech America, Inc., et al., Nunc Pro Tunc to January 22, 2015 (the “Application”).

PLEASE TAKE FURTHER NOTICE that any objection or response to the Application must be (i) filed with the Clerk of the United States Bankruptcy Court for the District of Delaware, 824 Market Street, 3rd Floor, Wilmington, Delaware 19801, on or before March 10, 2015 at 4:00 p.m. (Eastern Time) (the “Objection Deadline”) and (ii) served so as to be actually received no later than the Objection Deadline by the undersigned proposed counsel to the Committee.

PLEASE TAKE FURTHER NOTICE that a hearing to consider the Application is scheduled to be held before the Honorable Christopher S. Sontchi, United States Bankruptcy Judge, at the United States Bankruptcy Court for the District of Delaware, 5th Floor, Courtroom No. 6, 824 Market Street, Wilmington, Delaware 19801 on March 17, 2015 at 10:00 a.m. (Eastern Time).

PLEASE TAKE FURTHER NOTICE THAT IF YOU FAIL TO RESPOND TO THE APPLICATION IN ACCORDANCE WITH THIS NOTICE, THE BANKRUPTCY COURT MAY GRANT THE RELIEF REQUESTED IN THE APPLICATION WITHOUT FURTHER NOTICE OR OPPORTUNITY FOR A HEARING.


Case 15-10054-CSS Doc 106-1 Filed 02/20/15 Page 1 of 2

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Dated: February 20, 2015 PEPPER HAMILTON LLP Wilmington, Delaware

/s/ John H. Schanne II David M. Fournier (DE No. 2812) Donald J. Detweiler (DE No. 3087) John H. Schanne II (DE No. 5260) Hercules Plaza, Suite 5100 1313 N. Market Street Wilmington, Delaware 19899-1709 Telephone: (302) 777-6500 Facsimile: (302) 421-8390 Email: [email protected]

[email protected] [email protected]

- AND -

SHEPPARD, MULLIN, RICHTER & HAMPTON LLP Craig A. Wolfe Malani J. Cademartori 30 Rockefeller Plaza New York, New York 10112 Telephone: (212) 653-8700 Facsimile: (212) 653-8701 Email: [email protected]

[email protected]

Proposed Co-Counsel for the Official Committee of Unsecured Creditors of Suntech America, Inc., et al.


#32242542 v4


In re:


Debtors.1

Chapter 11

Case No. 15-10054 (CSS)


AFFIDAVIT OF DONALD J. DETWEILER IN SUPPORT OF APPLICATION FOR ENTRY OF AN ORDER AUTHORIZING THE EMPLOYMENT AND RETENTION OF

PEPPER HAMILTON LLP AS DELAWARE COUNSEL TO THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS OF SUNTECH AMERICA, INC.,

ET AL., NUNC PRO TUNC TO JANUARY 22, 2015

STATE OF DELAWARE ) ) ss:

COUNTY OF NEW CASTLE )

I, Donald J. Detweiler, being duly sworn, state as follows:

1. I am a partner of the law firm of Pepper Hamilton LLP (“Pepper

Hamilton”) which maintains offices at, among other locations, Hercules Plaza, Suite 5100, 1313

N. Market Street, Wilmington, Delaware 19801.

2. This affidavit (the “Affidavit”) is being submitted in support of the

Application for Entry of an Order Authorizing the Employment and Retention of Pepper

Hamilton LLP as Delaware Counsel to the Official Committee of Unsecured Creditors of

Suntech America, Inc., et al. (the “Debtors”), Nunc Pro Tunc to January 22, 2015 (the

Application”). I make this Affidavit pursuant to sections 327 and 328 of the Bankruptcy Code,



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Bankruptcy Rule 2014 and Local Rule 2014-1. All capitalized terms not defined herein shall

have the meanings ascribed to them in the Application.

3. Unless otherwise stated, I have personal knowledge of the facts set forth

hereinafter. To the extent that any information disclosed herein requires amendment or

modification upon Pepper Hamilton’s completion of further analysis or as additional party-in-

interest information becomes available to me, I will submit a supplemental verified statement to

this Court.

PEPPER HAMILTON’S PROCEDURES

4. In preparing this Affidavit, I utilized a set of procedures established by

Pepper Hamilton to ensure compliance with the Bankruptcy Code and the Bankruptcy Rules

regarding the employment of professionals serving bankruptcy estates under the Bankruptcy

Code.

5. In that regard, I caused to be submitted the names of significant parties-in-

interest in these cases that were provided to Pepper Hamilton by Debtors’ counsel for review

under the conflict check system maintained by Pepper Hamilton. Using information provided by

the Debtors and additional information identified by Pepper Hamilton, I compared the names of

the Debtors and other key parties-in-interest (collectively, the “Searched Parties”) to the names

that Pepper Hamilton has compiled into its conflict check system and adverse party index. A list

of the Searched Parties is attached to this Affidavit as Exhibit 1.

6. Pepper Hamilton maintains and systematically updates this system in the

regular course of business of the firm, and it is the regular practice of the firm to make and

maintain these records. The conflict check system maintained by Pepper Hamilton is designed to

include (i) every matter for which the firm is now or has been engaged; (ii) the entity by which

the firm is now or has been engaged; (iii) the identity of known related parties; (iv) the identity


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of known adverse parties; and (v) the attorney in the firm that is knowledgeable about the matter.

It is the policy of Pepper Hamilton that no new matter may be accepted or opened within the firm

without completing and submitting to those charged with maintaining the conflict check system

and adverse party index the information necessary to check each such matter for conflicts,

including the identity of the prospective client, the matter and related and adverse parties.

Accordingly, the database is regularly updated for every new matter undertaken by Pepper

Hamilton. The scope of the system is a function of the completeness and accuracy of the

information submitted by the attorney opening a new matter. Any matches between Pepper

Hamilton’s conflict check system and the Searched Parties were identified (“Client Match List”),

together with the names of the respective Pepper Hamilton personnel responsible for current and

former matters for the entities on such Client Match List. From time to time, Pepper Hamilton

will update its disclosures as necessary.

PEPPER HAMILTON’S CONNECTIONS

7. In accordance with Bankruptcy Rule 2014(a), Pepper Hamilton hereby

discloses its connections with the Debtors, their creditors, all other parties-in-interest, and their

respective attorneys as follows:

a. Pepper Hamilton began representing the Committee on January 22,

2015.

b. Pepper Hamilton has been advised that it will be paid for its

services at the rates usually charged by Pepper Hamilton for such services, to the extent allowed

by the Court after application, notice, and hearing in accordance with the applicable provisions

of the Bankruptcy Code and Bankruptcy Rules.


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c. Except as disclosed herein or on Exhibit 2 attached hereto, Pepper

Hamilton is not a creditor of the Debtors and has no direct or indirect relationship to, connection

with, or interest in the Debtors.

8. In addition to the disclosures set forth on Exhibit 2, Pepper Hamilton

makes the following disclosure regarding its representation of the Energy Conversion Devices

Liquidation Trust.

a. On February 14, 2011, Energy Conversion Devices Liquidation

Trust (“ECD”) filed a voluntary chapter 11 bankruptcy petition in the United States Bankruptcy

Court for the Eastern District of Michigan, Bankr. Case No. 12-43166-TJT (the “ECD

Bankruptcy Case”). On August 28, 2012, pursuant to a Joint Plan of Liquidation, ECD’s assets

were assigned to its post-confirmation liquidation trust (the “ECD Trust”) and John Madden was

appointed as trustee (“ECD Trustee”) of the ECD Trust. Pepper Hamilton represents the ECD

Trustee in the ECD Bankruptcy Case. Debtor Suntech America, Inc. and its non-debtor parent

Suntech Power Holdings Co, Ltd., among others, are defendants in an antitrust lawsuit

commenced by the ECD Trustee in the United States District Court for the Eastern District of

Michigan, Civil Action No. 13-cv-14241 (the “ECD Litigation”). Pepper Hamilton does not

represent the ECD Trust or the ECD Trustee in the ECD Litigation. On October 31, 2014, the

District Court entered an order dismissing the complaint and the ECD Litigation. The ECD

Trustee filed a motion to reconsider such dismissal, which motion is fully briefed and sub judice

in the District Court. Pepper Hamilton will not represent the ECD Trustee or the ECD Trust in

connection with the ECD Litigation or these bankruptcy cases, and will not represent the

Committee in matters related to the ECD Trust, if any.


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9. Through diligent inquiry, I have ascertained that there is no connection—

as such term is utilized in section 101(14)(C) of the Bankruptcy Code and Bankruptcy Rule

2014(a)—between Pepper Hamilton and (i) the United States Trustee or any person employed by

the Office of the United States Trustee and (ii) any other party-in-interest, except as disclosed

herein or on Exhibit 2 attached hereto.

10. As part of its everyday practice, Pepper Hamilton appears in numerous

bankruptcy, litigation and other cases, proceedings and transactions, in which it has worked and

is working with and against numerous attorneys, accountants, financial consultants, investment

bankers and other professionals who represent or may in the future represent creditors or other

parties-in-interest in these cases. Pepper Hamilton has not and will not represent any of such

entities in relation to the Debtors and these chapter 11 cases or have any relationship with any

such entity, attorneys, accountants, financial consultants and investment bankers which would be

adverse to the Debtors or their estates.

11. Pepper Hamilton represented in the past five years, currently represents,

and/or may represent in the future the entities listed on Exhibit 2. Certain of the entities listed

on Exhibit 2 are former or inactive clients at this time. In the case of each of the entities listed

on Exhibit 2, the revenues derived from such client during the past calendar year represents less

than 1% of the firm’s revenues. Pepper Hamilton has not in the past represented, does not

currently represent, and will not in the future represent, any of the entities listed on Exhibit 2 in

connection with these cases or in any matter adverse to the Debtors.

PEPPER HAMILTON IS DISINTERESTED

12. To the best of my knowledge, information and belief, except as otherwise

disclosed herein, neither I nor Pepper Hamilton, its partners, counsel and associates (a) are

creditors, equity security holders or insiders of the Debtors, (b) are and were, within two years


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before the Petition Date, directors, officers or employees of the Debtors, (c) hold or represent any

interest materially adverse to the interest of the Debtors’ estates and (d) are related to any judge

of this Court, the United States Trustee for the District of Delaware (the “U.S. Trustee”) or any

employee of the U.S. Trustee in this District, except that Edward C. Toole, Jr., Of Counsel at

Pepper Hamilton, is the husband of The Honorable Mary F. Walrath.

13. Based upon the information available to me, after following the

procedures described herein, and except as otherwise described herein, neither Pepper Hamilton

nor any partner, associate, or counsel of the firm, insofar as I have been able to ascertain, holds

or represents any interest adverse to the Debtors or their estates. Accordingly, I submit that

Pepper Hamilton is a “disinterested person” as that term is defined in section 101(14) of the

Bankruptcy Code.

UST GUIDELINES

14. As required by the Guidelines for Reviewing Applications for

Compensation and Reimbursement of Expenses Filed Under 11 U.S.C. § 330 by Attorneys in

Larger Chapter 11 Cases, effective November 1, 2013 (the “U.S. Trustee Guidelines”), Pepper

Hamilton responds to the questions set forth in Section D of the U.S. Trustee Guidelines as

follows:

a. Pepper Hamilton did not agree to a variation of its standard or

customary billing arrangement for this engagement;

b. None of the professionals included in this engagement have varied

their rate based on the geographic location of these chapter 11 cases;

c. Pepper Hamilton did not represent the Committee prior to the

Petition Date; and


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d. The Committee’s professionals have negotiated an acceptable

budget with the Committee. The Committee has approved Pepper Hamilton’s proposed rates and

staffing plan.2

PEPPER HAMILTON’S FEES AND EXPENSES

15. Pepper Hamilton intends to apply to the Court for allowance of

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

Bankruptcy Code, the Bankruptcy Rules, the Local Rules and any orders entered by this Court.

16. Pepper Hamilton will bill for its services at its usual and customary hourly

rates for the professionals involved, which rates are traditionally adjusted by Pepper Hamilton

each January 1. The hourly rates of the professionals that Pepper Hamilton presently expects to

utilize in these cases are as follows:

Name Title Hourly Rate

David M. Fournier Partner $720

Donald J. Detweiler Partner $680

John H. Schanne II Associate $425

Christopher A. Lewis Paralegal $275

From time to time, it may be necessary for professionals and paraprofessionals employed by

Pepper Hamilton, other than those set forth above, to provide services to the Committee.

2 Pepper Hamilton has agreed to comply with the budget and staff reporting requirements contained in the U.S. Trustee Guidelines solely in connection with the Debtors’ chapter 11 cases. The decision to accept these requirements was based exclusively on the facts and circumstances of the Debtors’ chapter 11 cases and Pepper Hamilton fully reserves the right to object to such requirements, or any other requirements contained in the U.S. Trustee Guidelines in future cases should it determine that it is appropriate to do so.


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17. I hereby represent that Pepper Hamilton has not agreed to share with any

person (except attorneys of Pepper Hamilton) the compensation to be paid for the services

rendered in these cases.

18. Pepper Hamilton has not received a retainer.

PROFESSIONAL SERVICES TO BE RENDERED BY PEPPER HAMILTON

19. The professional services that Pepper Hamilton may render as Delaware

counsel to the Committee in coordination with Sheppard Mullin include, without limitation:

a. Assist Sheppard Mullin as requested in representing the

Committee;

b. Advise the Committee with respect to its rights, duties and powers

in these cases;

c. Assist and advise the Committee in its consultations with the

Debtors relating to the administration of these cases;

d. Assist the Committee in analyzing the claims of the Debtors’

creditors and the Debtors’ capital structure and in negotiating with the holders of claims and, if

appropriate, equity interests;

e. Assist the Committee’s investigation of the acts, conduct, assets,

liabilities and financial condition of the Debtors and other parties involved with the Debtors, and

of the operation of the Debtors’ business;

f. Assist the Committee in its analysis of, and negotiations with the

Debtors or any other third party concerning matters related to, among other things, the

assumption or rejection of certain leases of non-residential real property and executory contracts,


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asset dispositions, financing transactions and the terms of a plan of reorganization or liquidation

for the Debtors;

g. Assist and advise the Committee as to its communications, if any,

to the general creditor body regarding significant matters in these cases;

h. Represent the Committee at all hearings and other proceedings;

i. Review, analyze, and advise the Committee with respect to

applications, orders, statements of operations and schedules filed with the Court;

j. Assist the Committee in preparing pleadings and applications as

may be necessary in furtherance of the Committee’s interests and objectives;

k. Assist the Committee as conflicts counsel, should the need arise;

and

l. Perform such other services as may be required and are deemed to

be in the interests of the Committee in accordance with the Committee’s powers and duties as set

forth in the Bankruptcy Code.

20. In accordance with Part F of the U.S. Trustee Guidelines, Pepper Hamilton

is proposed to serve as Delaware counsel for the Committee with Sheppard Mullin serving as

lead counsel. To be clear, Pepper Hamilton expects that Sheppard Mullin will have primary

responsibility for the services disclosed in the Committee’s application to retain Sheppard Mullin

filed with the Court. That being said, Pepper Hamilton also expects that it will be asked to

provide substantive advice regarding proposed Committee strategy. In such instances, Pepper

Hamilton intends to work closely with Sheppard Mullin to ensure that there is no unnecessary

duplication of services performed or charged to the Debtors’ estates.


#32242542 v4

EXHIBIT 1

(SEARCHED PARTIES)

Party Name

Aaron Girvin

Aaron Karpaty

Academyx, Inc.

Access Intelligence LLC

Acco Engineered Systems

Accountemps

Accounting Principals, Inc.

Ada Reyes

Adam Abatzis

Adam Green

Advanced Mobile Notary

Alan Spilkin

Alan Wong

Albert Lai

Alejandro Villa

Alexander Felin

Alexis Moore

Alicia Pipkin

All Things Metal

Allen Briscoe-Smith

Allen Matkins Leck Gamble Mallory & Natsis LLP

Allender Properties

Allianz Global Corporate & Specialty AG

Allied World Assurance Company

Amanda Morgan

Amber Rees

Amendeep Phagura


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American Express

American Management Association

American Solar

American Transportation Logistics Services, Inc.

Amiee Balda

Amy Aufdemberge

Amy Pruden

Ana Pera

Andrea or Eric Latimer

Andrew Arney

Andrew Beebe

Andrew Cawte

Andrew Griffith

Andrew Guaraglia

Andrew Worm

Andy Phillips

Andy Vu

Angel Ortiz

Angelica Deiranieh

Angie Nguyen

Ankur Dhawan

Anlin Ting-Mason

Anna Abalos

Anna Tran

Anne Adrineda

Anne Marie Bisson

Anthony Chavarria

Antonino G Silanos

Apics - American Production and Inventory Control

Appirio Inc.

Appleone Inc.


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Aps

Arizona Corporation Commission

Arizona Department of Economic Security

Arizona Department of Revenue

Arizona-Mexico Commission

Arlene Aquilino

Arsenio Macaspac

AT&T

AT&T Capital Services, Inc.

AT&T Long Distance

AT&T Mobility

Atlas Material Testing Solutions

Attix, Lauren

Augusto Hagel

Avalon Risk Management Insurance Agency LLC

Avant Resources

Avaya Inc.

Bank of America

Bank of America, N.A.

Bank of China

Bank of China Insurance Company

Barbara Mcray

Bazzill Engraving Company

Bear Data Solutions Inc.

Beijing Tianshan New Materials Technology

Bekins Moving Solutions

Belinda Fuentebella

Beneficial Administration LLC

Beneflex

Benetta Wilson

Berlyn Calon


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Bernard Pugh

Betsy Huntingdon

Beverly Ferguson

Bill Lau

Bingham McCutchen LLP

Blue Shield of California

Bob Conshue

Boulevard Inc.

Brady Phelps

Brandon Howard

Brandon Morgan

Breanna McMahon

Brenda Blom

Brett Cecil

Brett Rockers

Brian & Jennifer Everett

Brian Doughty

Brian Keller

Bridge Bank

Brooke Hesseltine

Brownink, Inc.

Bruce Bitnoff

Bruce Emerson

Bryan Cave LLP

Bryant Lee

BT America Inc.

Buchbinder, David

Building Industry Credit Association

Burg. Venn. BVBA Edwin Vermulst

California Chamber of Commerce

California Green Designs


-5- #32242542 v4

California State Board of Equalization

Callanan, Rogers & Dzida LLP

Cameron Park Senior Living LLC

Canadian Standards Association

Canon Financial Services Inc.

Capitol Communications, Inc.

Carol Ann Emquies

Carol Cain-Hom

Carol Reeves

Carribean Renewable Tech

Cartwright's on Saguaro LLC

Cary Fox

Catherine Graham

CDW

Celestica LLC

Centerstone

Centex

Centex Homes

Central Parking System

Century Link

Ch Robinson Worldwide, Inc.

Chad Hauenstein Design

Championscott Partners

Changzhou Almaden Co., Ltd.

Changzhou Amalek Dayton Corp.

Channel Performance, Inc.

Charissa Lee

Charles Burke

Charles Heinrichs

Charles Wadkowski


-6- #32242542 v4

Cheng "Alex" Zhu

Cheng Cheng

Chengjiang Fu

Cherie Chu

Cheryl Davis

Cheryl Dorsey

Chester Brians

Chief Judge Brendan L. Shannon

China Coal Insurance Co., Ltd

China Pacific Property Insurance Co., Ltd

Chlic Chicago

Chris Abbott

Chris Camarena

Chris Shepard

Chris Sorenson

Christiana Rattazzi

Christopher & Jennifer Pawlak

Christopher Gleason

CHSH

Ciber

Cigna (Medical)

Cinda Property and Casualty Insurance Co., Ltd

Cindy Garcia

Cindy Shao

Cindy Vinet

Cintas

Cisco Webex LLC

City of Columbia

City Pick Up & Delivery, Inc.

Clara Ruiz

Clarifacts Inc.


-7- #32242542 v4

Clark Cowden

Clarke, Modet & C - Portugal

Clarren Tilos

Clas Information Systems, Inc.

Classicplan Premium Financing Inc.

Clear Task, Inc.

Clement Chang

Clifford B. Chapman, Jr & April Chapman

Cloudwords, Inc.

CMGRP, Inc.

CNA Surety

Cobra Plus Administrators, Inc.

Colette E Sheehan

Collyer Bristow

Colorado State Treasurer

Comcast

Commerce & Finance Law Offices

Company

Computer Consulting Partners, Ltd.

Concept Corporation

Conder Chandler

Consolidated Security Systems

Construction Software Technologies, Inc.

Contractors State License Board

Control Risks

Cooley Godward Kronish LLP

Corner Office

Cornerstone Communities

Corodata Records Management Inc

Corodata Shredding Inc

Corporate Care


-8- #32242542 v4

Cox Communication Phoenix

Cox Communications

Craigslist

Credit Management Association

Crystal Huang

CSHR Inc.

Ct Corporation

Ct Lien Solutions

Cupertino Electric, Inc.

Curtis Campbell

Cushman & Wakefield

Customized Storage Solutions & Hauling

Daina & Ignacio Nolasco

Dale Whitaker

Dan Hendricks

Dan Mcgrath

Dan Moulton

Dan Ponder

Dan Pruden

Daniel Jr. and Robin L. Wallace, Trustees of the Wallace Family Trust

Daniel Turner

Daniel/Kathy Sackl

Danni Itani

Danny Nila

Darrel Lawrence

Darren Riesenweber

Dave Stewart

David & Ramona Guerra

David & Terri Evans

David Benson

David He


-9- #32242542 v4

David Hyman

David Jamica

David King

David Miller III & Vivian Miller

David Quach

David Robinson

David Tefera

David Veach

David Wiese

Db Schenker

DeAngelis, Roberta A., US Trustee

Debbie Farmer

Deborah Brown

Deborah Ledford-Pettinger

Deborah Lloyd

Deborah Paris

Debra Alvares

Debra Dehrer

Deloitte & Touche LLP

Dennis & Zan Kriegel

Dennis Beesley

Dennis Cogan

Dennis Galang

Dennis Moore

Dennis Speciale

Department of Labor & Industries

Derek Henmi

Deyong He

Dh Pace Company

Diane Goldberg

Dick Wattenpaugh


-10- #32242542 v4

Digital Green Media LLC

Dirk Spencer

Discovia

Dominic Roma

Don Blom

Don Morgan

Donald Benke

Donald Shelton

Donna Gianunzio

Dorcas Mateo

Dortch, Shakima L.

Douglas Neville

Dr. Helen Papaconstantinou

Dr. Nicolaus Ehinger

Drew & Napier

Duan & Duan

Duke Realty Corporation

Dun & Bradsheet, Inc.

Dustyn Moyer

Ecodirect, Inc.

Ecr Management and Insurance Services

Ecs Refining

Ed Contreras

Ed Nolasco

Ed Schummer

Ed Wallace

Eddie Padilla

Edward Bennett

Edward Eugene Snyder III and Judy Ann Snyder, Trustee of the Snyder Family 2008 Revocable Trust

Edwin Feo

Elemental Energy LLC DBA Sunetric


-11- #32242542 v4

Elite Expo Housing

Elizabeth Gonzalez

Ellen Chan

Ellen May Lim

Elzaburu

Emily Johnson

Energy Conversion Devices, Inc.

Enphase Energy, Inc.

Enterprise Zone Program

Eric Gibison

Eric Ruiz

Eric Sanchez

Erin Bartucco

Erin Mikelson

Ernest Zeringue

Erwin Medalle

Essex Court Chambers

Evan Hindman

Expeditors

Expeditors International of Washington, Inc.

Expertise

Exponent, Inc.

Expotechnik

Exterior Technologies DBA Extech

Eyal Askenazi

Fallon, Bixby, Cheng & Lee Inc.

Farokh Deboo

Fedex

First Choice Services

Fkex Print, Inc.

Flash Messenger


-12- #32242542 v4

Flexprint, Inc.

Florence Dibenedetto

Florida Department of Revenue

Florida Solar Energy Center

Floyd A. Peede III

Fong Ko and Associates LLP

Fontana 56 Investors, LLC

Forward One, LLC

Forward Technology Group, Inc.

Fox Rothschild LLP

Fox, Timothy J.

Franchise Tax Board

Frank Chan

Frank Poole

Fred Sovottka

Fred Wagner

Freddy Chan

Fredreich Alinas

Freiburg Management Marketing International

Freightview LLC

Fresno Cogeneration Partners L.P.

Fulbright & Jaworski, LLP

Furama Tours & Travel, Inc.

G. J. Gardner Homes

Gabriele Imbsen

Gail Barham

Galen White

Garrett & Gretchen Do

Garrett Zipp

Gary Cole

Gary Davis


-13- #32242542 v4

Gary Nelson

Gavin Elkins

General Credit Forms, Inc.

Generation PV Inc.

Geoffrey Cunningham

Geoffrey Harmon

Gernot Michalke

Gerry Hawkins

Gibbs Giden Locher Turner & Senet LLP

Gilbert Hilleary

Gilmin Kakilala

Gintech Energy Corporation

Giordana, Diane

Give Something Back

Glenna Rose Cambidor

Global Alliance Corporation Ltd.

Graham Evarts

Grandall Law Firm (Shanghai)

Grant Thornton UK LLP

Greater Phoenix Economic Council

Green Thinking (Services) Ltd

Green, Christine

Greencitizen, Inc.

Greentech Media, Inc.

Greg Martinez

Greg McDermott

Gregory Nery

Groundwork

GSolutionz, Inc.

Gurdev Ghangas

Gurdez Summan


-14- #32242542 v4

H&H Storage

Haas & Najarian

Hackman, Benjamin

Hallie Gray

Hanely Quidato

Hans (Hanyu) Zheng

Hanson Bridget LLP

Harry Fleming

Hawaiian Island Solar

Heather Luikhart

Heather Mardian

Heck, Jeffery

Helen Chavez

Helene Shaughnessy

Hellman Worldwide Logistics, Inc.

Henry Fong

Henry Meier

Herman Luch

Herzog & Gozzi

Hickman, Palermo, Truong, and Becker, LLP

Hillary Gruber

Hipolito Jamilan

Hirsch & Westheimer P.C.

Hirschmann Law Group

Holland and Hart LLP

Horacio Correa

Horizons at Indio

Howard Gomes

Hunt Building Co. Ltd

Ian Sells

Iheonu Oriaku


-15- #32242542 v4

Imas International GMBH

Incorp Services, Inc.

Incorporating Services Ltd

Infiniti Travel Inc.

Infocast

Ink Works

Inovateus Solar LLC

Integro Insurance Brokers

Interior Design Fair

Intermedia

International Data Group Inc

International Sports Management Inc.

Intersolar

Interstate Renewable Energy Council, Inc.

IP Networks Inc.

Irene Linares

Iris Chan

J B Hunt Transport, Inc.

J C Moving and Storage Inc.

J.C. Moving Services

Jack Hood

Jack Liu

Jackson Lewis

Jacobacci, Avvocati, Avocats a La Cour

Jadranka Hyatt

Jake Wachman

James Boyer

James Dineen

James Guisinger

James Ishii General Contracting, Inc.

James Madeull


-16- #32242542 v4

James Rehmann

James Watson

Jams Inc.

Jane Ware

Janet Shelton

Jason Dionisio

Jason Fry

Jason S. Reynolds & Carrie Nay

Jason Somer

Jean Charter

Jeannie Obrien

Jeff Grad

Jeff Gwinn

Jeff Skinner

Jeff Vandemark

Jeffery Perry

Jeffery Rauch

Jeffrey H Schneider

Jeffrey Shubert

Jeffry Chang

Jeitz & Goerens

Jenine Scontrino Weber

Jenna Morris

Jennifer O'Bryon

Jennifer Polis

Jennifer S. Kattman

Jennifer Sellers

Jeremy Koonz

Jeremy Tamayo

Jerome & Kayla Simmons

Jerome Antonysamy


-17- #32242542 v4

Jerome Simons

Jerry Bono

Jiangsu Sun Photovoltaic

Jim & Gailyn Miranda

Joan Schauder

Joann Bjelland

Joe Depinho

Joe Liu

Joel Jacobs

John Duckworth

John Husak

John Kuehler or Melisa Bittencourt

John Lefebvre

John Moran

John Morrill

John Rafferty

John Ryan

John Simmons

John Street

Johnny Garcia

Jonathan Becka

Jonathan Le Fevre

Jonathan Presson

Jonathan Stone

Jones Day

Joseph Earth

Joseph Gorman

Joseph Mendelow

Josephine Blommer

Joshua Markow

Journey Hammond


-18- #32242542 v4

Joy Marinas

Judge Christopher S. Sontchi

Judge Kevin Gross

Judge Kevin J. Carey

Judge Laurie Selber Silverstein

Judge Mary F. Walrath

Julie Chao

Julie Kehoe

Julie L Hughes

Juline Nguyen

Julita Estabillo

Julius Katz

Justin Fecteau

Justin Kobilis

K B Home

K Traces

Kaiser Foundation Health Plan

Kamal Duggirala

Karandeep Singh

Karen Bigham

Karen Chew

Karen Kovac

Karen Shah-Mirany

Karilyn Munz

Karla Agrey

Katheryn Uhlir

Kathryn Losier

Kathy Balough

Kathy Dewerk

Kay Albrigana

Keith Christian


-19- #32242542 v4

Keith Davidson

Keith Schneringer

Kelly Bitzer

Kelly Cieciorka

Kelly Jones

Ken Barling

Kenneth Espell

Kenneth J Delmonico

Kenneth Lanning

Kenneth Rosso

Kenney, Mark

Kerry Sorum

Kevin & Yvette Forrester

Kevin Lambert

Kim (Vu) Nguyen

Kim Liou

Kim Taylor

Kimberly Swan

Klos Morel Vos & Schaap

KPMG

Kristin Neithercut

Kroll Advisory Solutions

Kuehne + Nagel

Kurt Metzger

Kyle Burak

Lacey Carroll

Ladies Who Lunch Catering and Events

Landreth Harrison

Langtech Systems

Large-Scale Solar Association

Larry Birk


-20- #32242542 v4

Larry Bustos

Larry Stahl

Lauren Ruggiero

Lavoix

Lawrence Hynek

Leamy, Jane

Leonard Noack

Life Insurance Company of North America

Lina Villanueva

Linda Lim

Linda Wesson

Linda Yee

Liqiang Cheng

Lisa Hilmes

Liz Sidman

Lloyd Rippey

Logistic Plus Inc.

Logistics Plus Inc.

Lon Huber

Los & Stigter

Lou Ann Kay

Luc Sou

Lucid Design, Inc.

Lucky Strike San Francisco, LLC

Luke Johnson

LWT, Inc.

Lynette Mendoza

Macanthony Cadatl

Manke Haase Reichelt

Manulife Financial

Maples and Calder


-21- #32242542 v4

Mara Davis

Marc Sapoznik & Amy L. Aufdemberge

Marc Sapoznik & Amy L. Aufdemberge

Marc Tremel

Marcyn Lord

Marilyn Peterson

Marivic Malolos

Mark & Tawnie Olson

Mark & Tawnie Olson

Mark Cullers

Mark Griess

Mark Mcphail

Mark Ong

Mark R Culpepper

Marsh (Beijing) Insurance Brokers Co., Ltc.

Marsh Risk & Insurance Serv.

Marty McComas

Marvin Moy

Mary Anne R Brady

Massachusetts Department of Revenue

Matt Flinn

Matthew Anand

Matthew Flecklin

Matthew Leducq

Matthew Okuma

Mayer Brown LLP

MBT Systems Ltd.

MC2

Mcmillan Electric Co.

Mediacom

Medithink, Inc.


-22- #32242542 v4

Mehnga Dosanjh

Melanie Good

Melodie Mcatee

Melvin Barwick

Merchant Service

Mercury Solar Systems

Mermen Austin

Merrill Corporation Asia Limited

Mesquite Solar I, LLC

Metropolitan Life Insurance Company

Meyers, Nave, Riback, Silver, & Wilson PLC

Michael Cusanelli & Feng Yu Hsiao

Michael Darrett

Michael Doud

Michael Erikson

Michael Ganotifi

Michael Kutilek

Michael Leonard

Michael Mino

Michael Nacson

Michael Norman

Michael Pearson

Michael Roulet

Michael Sponseller

Michael Takacs

Michael Tenette

Michael Wade Anderson and Jessica Rien Anderson, Trustees of the 2008 Anderson Familty Trust

Michael Yaki

Michal Dawes

Michele Fadling

Michele Sheffler


-23- #32242542 v4

Michelle Eddy

Michelle Matthews

Michelle Morrison-King

Michelle Pelayo

Mick Mcdaniel

Miguel Corvacho

Miguel Gallego

Miguel Panti, Rosa Panti or Victor Montez

Mike Blowmeyer

Mike Butcher

Mike Mcintyre

Mike Mcneill

Millstone Peterson & Watts, LLP

Minan Property and Casualty Insurance Company Limited

Minitec Framing System, LLC

Mintz Levin Cohn Ferris Glovsky and Popeo PC

Mitchel Whitman

MMWD

Mohammad Auwal

Monica Franklin

Montgomery Technologies, LLC

Monticelli Painting and Decorating Inc.

Morris Taylor

Morrison & Foerster LLP

Morrow Meadows Corporation

Mossware LLC

Mounir Itani

Multi-Contact USA

Murray, Tony

My Tran

Nan Yang


-24- #32242542 v4

Nancy Pikul

Nathan Cole

National Association of Credit Management

National Registered Agents, Inc

Navigant Consulting

Neal Holmlund

Neil Woodmas

Nelda Danetaras

Netsuite, Inc.

Netxposure, Inc.

New Horizons Corporate

New York Solar Energy Industries Association

New York Solar Jobs Pac

New York State Department of Taxation & Finance

New York State Insurance Fund

New York State Unemployment Insurance

Newsouth Innovations Pty Ltd.

Newton Software, Inc.

Nexamp

Nicholas Nahial

Nicole Meek

Niedermann

Noah Ruiz

Nomeh Maida

North Carolina Department of Revenue

Northgrid Solar Services Inc.

Nvision Global Technology

O’Malley, James R.

Oliver Y Huang

O'Melveny and Myers LLP

Ontility


-25- #32242542 v4

OPF Partners

Optus Corporation

Orange City Fire Authority

Orange Terrace Library

Orkin, Inc.

Orozco Transportation, Inc.

Osborn Maledon

Osler, Hoskin & Harcourt LLP

Pacer Transportation Solutions

Pacific Oak Development, Inc.

Pacific Voice & Data LLC

Pamela Garcia

Panacio, Michael

Paragon Legal Group P.C.

Pascual Pimentel

Patricia Delgatto

Patricia Laguarida

Patricia Lambrecht

Patricia Qiu

Patrick & Chelsie Lynch

Patrick Cummings

Patrick K Beck

Patrick Mulcahy

Patton, Tiiara

Paul Franz

Paula Marzola

Paychex Inc.

Paychex-Hrs

Pedro Gonzalez

Peili Li

Pennsylvania Department of Revenue


-26- #32242542 v4

Permacity Solar

Perpetual Cit, LLC

Pete Stroup

Peter Hansen

Peter Heald

Petty Cash

Phil Terribilini

Phoenix Packaging

Photon Consulting LLC

Photon USA Corp.

Picc Property & Casualty Co., Ltd.

Pinnacle Inc.

Pinnacle Intertech, Inc.

Pitney Bowes Global Financial Services LLC

Plant Manning

Polly Shaw

Ponderosa Homes

Ponderosa Homes III, Inc.-3

Ponte Palmero

Ponte Polermo

Portland Public School

Power Solar System Co., Ltd.

Prakash Goplan

Preston Finney

Print One

Provenworks

Psychic Jiangsu Electric Co., Ltd.

Purchase Power

Pushpanjalie Wijeratne

PV America

PV Evolution Labs


-27- #32242542 v4

Qing Wei

Quantum Leap Productions, Inc.

Quarles & Brady LLP

Quint & Thimmig LLP

Radford Surveys & Consulting

Raj Thangavelu

Ralph Battle

Randy Moreland

Randy Russell

Rayhard Balingit

Realtime Results

Recurrent Energy

Redentor Marinas

Renee Silva

Retc LLC

Rhodora Loria

Richard Bookbinder

Richard Casteel

Richard Farson

Richard Hopkins

Richard Monast

Richard Warden

Rick Kneeshaw

Ricke Clark

Rincon Band of San Luiseno Indians

Roadrunner Transportation Services

Rob Mastic

Rob Nakamura

Rob Reed

Robert Barnes

Robert Behl


-28- #32242542 v4

Robert Caputo

Robert Downing

Robert Firtel

Robert Half International

Robert J. Chaney

Robert Moon

Robert O'Flaherty

Robert Ortiz

Robert Patterson

Roberta Hamilton

Roberto Balingit

Robin Wallace

Robust

Rocky & Lisa Giannetta

Rocky Fasani

Rocky Fasini and Christine Elizabeth Fasani, Trustees of The Rocky and Christine Fasani Trust

Rodyk & Davidson LLP

Roger Efird

Roger Perkins

Roger Vecta

Roger Yeh

Ronald Chenier

Ronald Snow

Ronaldo Kamura

Rondha Clark

Ross Frank

RR Donnelley

RR Donnelley Roman Financial

Rsc Equipment Rental

Rupindar Samra

Russell Hornsby


-29- #32242542 v4

Ryan & Danielle Huntington

Ryan Dressel

Ryan Rea

Ryan Shang

Ryan Shann

Ryan Stansfield

Ryomei Izumikawa

S & S Homes

Sagar Chokshi

Salans LLP

Salesforce Dot Com Inc.

Sally Davis

Samuel Elmer

Samuel Murch

San Francisco Giants

San Francisco Plant Company

San Francisco Tax Collector

Sandra Cha

Sandra Cosentino

Sandra Loughlin

Sara Bachmann

Sara Bettencourt

Sarah Viegas-Todd

Sarkessian, Juliet

Saunders & Dolleymore LLP

Schenker Inc. (Los Angeles, California)

Schepacarter, Richard

Scott & Cynthia McElroy

Scott Blizzard

Scott Esplean

Scott Miller


-30- #32242542 v4

Scott Powley

Scott Record

Seac, LLC

Sean Docherty & Crysia Von Burg

Sean Keith

Seaside Construction

Seatrade International Inc.

Sebastian Mihailide

Securities and Exchange Commission

Seia

Selma Arney & Andrew John Arney

Sen Qu

SEPA

Service Corporation of Nacm

Servicemaster by The Bay

Seung Bach

Shabad Puri

Shalave Waite

Shanghai Frensworkz Software Techonology Co, Ltd.

Sharon Sharp

Shauntae Houff

Shawn Williams

Shearman & Sterling LLP

Shelley Bahr

Sheppard Mullin Richter & Hampton LLP

Sherry or Richard Steiman

Sherry Ortiz

Shred Works, Inc.

Shurong Huang

Sideman & Bancroft LLP

Sidley Austin LLP


-31- #32242542 v4

Sierra Elizabeth

Silicon Valley Leadership Group

Singapore Telecommunications Ltd

Sintel Communications

Snell & Wilmer, LLP

Soa Projects, Inc.

So-Cal Solar Inc

Society

Solar Electric Light Fund

Solar Energy Industries Association California Pac

Solar Energy Tradeshows, LLC

Solar Power International

Solar Power Partners

Solarpark Korea

Solideia Desouza

Solomon Harris

Solyndra LLC

Soo Kang

Sophia Mahe

Sovereign Bank

Specialized Technology Resources

Spotlight Ticket Management

Springhills Suites Louisville Downtown

Stacey Knuthson

Staples Business Advantage

State Compensation Insurance Fund, California

State of Texas

Stephen Rodgers

Stephen Ron

Stephon G. Allen

Steve Carll


-32- #32242542 v4

Steve Harris

Steve Recchia

Steve Ward

Steven Chan

Steven Lobe

Steven Speck

Stuart Stone

Studio Legale Alleva & Associati

Studio Legale Jacobacci Sterpi Francetti Regoli Se Hass & Associati

Studley Inc.

Sullivan Festeryga LLP

Summer Shoemaker

Summit Warehouse & Logistics

Sunnydale Noval

Sunshine Insurance Group

Suntech America Inc.

Suntech America, Inc.

Suntech Arizona, Inc.

Suntech Arizona, Inc. (Interco)

Suntech ES Holdings, Inc.

Suntech Power (Cyprus) Co., Ltd.

Suntech Power Asia Pacific Limited

Suntech Power Holdings Co., Ltd.

Suntech Power International

Suntech Power International Ltd.

Susanna Wilson

Sutton Law Firm

Syncon Homes

Taiping General Insurance

Tanya Hughes

Tapani or Kirsi Lindren


-33- #32242542 v4

Taverna Opa

Tawana Lemus

Taylorwessing

Team 5 Properties Inc.

Tecnoespecialidades Comerciales SA CV

Terence Robertson

Teresa Nebrida

The Bank of New York Mellon

The Boulders Resort

The Canadian Solar Industries Association

The CG&B Group

The Hartford

The Nesbitt Group

The Recorder

The State Insurance Fund

The Venetian

The Wigwam Golf Resort & Spa

Thewes Reuter

Thomas Chew

Thomas McKeon

Thomas Nielsen

Thomas Young

Thunderbird Trophies

Tiffany Crossgrove

Tinker, T. Patrick, Assistant US Trustee

Tioga Solar Ii, LLC

TNT USA Inc.

Toby Cornell

Todd Wilson

Tonglin Electric

Toni Tibbetts


-34- #32242542 v4

Tonia Wong

Tonsan

Tony Perra

Total Quality Logistics

Total Solutions LLC

Toyota Motor Credit Corporation

Travis Smith

Trinity Management Services

Trinity Solar

Trophy Properties IV B8A, LLC

Troy Logistics LLC

Trust Gl - Escrow

Trustpointe, Inc.

UBS Securities LLC

Uline, Inc.

Ulrs, Inc. & Empire Recovery Systems, Inc. D/B/A

United Rentals (North America), Inc.

Unum Life Insurance Company of America

Ursula Daniel

US Customs and Border Protection

Van Aubel & Partner

Van Dinter & Associates

Vanessa Holzknecht

Varadharajan Kope

Vasari Energy North America, Inc.

Verizon

Verizon Wireless

Vernon & Patty Fletcher

Victor Alinas

Victor Breedlove

Victor Pecoraro


-35- #32242542 v4

Victoria Hudson

Viering, Jentschura & Partner

Vinh Mai

Vinson, Ramona

Vision Service Plan

Vitaly Gusar

Vladimir Litvime

Vote Solar

Walker Frost

Walter Head

Wayfinder LP

Webbank

Wei-Tai Kwok

West Indies Solair

West, Michael

Westin San Francisco Market Street

Wheat Government Relations

William & Cindy Kuffner

William Albert

William Garrett

William Patridge

William R Switzenberg

William Thomas

Willis Eddy

Willy Perez

Wilson Homes/Alvarez

Wilson Homes/Cullers

Wilson Homes/Husack

Woods Family Trust

World Journal

WTAS LLC


-36- #32242542 v4

Wuxi Brunswick Technology Co., Ltd.

Wuxi Sunshine Power Co., Ltd.

Wuxi Suntech Power Co., Ltd.

Wynn, Dion

Xactly Corporation

XI Group Insurance

Xiaoling Qi

Yang-Yu Fan

Yi Teng Technology

Yideng Technology (Suzhou) Limited Company

Yingda Taihe Property Insurance Co., Ltd.

Yong An Insurance Company

York and Chapel

Zachry Industrial, Inc.

Zenaida Anunciacion

Zhengron Shi

Zing Jao

Zurich Insurance Company


#32242542 v4

EXHIBIT 2

(CLIENT MATCH LIST)

Name Relationship to Debtors

Relationship to Pepper Hamilton

Avaya Inc. Potential Creditors

Current client of the Firm in an unrelated matter

Bank of America / Bank of America, N.A.

Potential Creditors

Affiliate of a current client of the Firm (Banc of America Merchant Services, LLC) in an unrelated matter

Blue Shield of California Potential Creditors

Former client of the Firm in an unrelated matter

Central Parking System Potential Creditors

Former client of the Firm in unrelated matters

Ciber Potential Creditors

Former client of the Firm (CIBER, Inc.) in unrelated matters

Cigna (Medical) Potential Creditors

Former client or affiliate of a former client of the Firm (Cigna International Corporation) in an unrelated matter

Comcast Potential Creditors

Current client of the Firm in unrelated matters

Craigslist Potential Creditors


Cupertino Electric, Inc. Potential Creditors


Fox Rothschild LLP Litigation Parties Current client of the Firm in an unrelated matter

Kaiser Foundation Health Plan Potential Creditors

Current client of the Firm in an unrelated matter

Kelly Jones Potential Creditors

Believed to be an current client of the Firm in an unrelated matter

Manulife Financial Potential Creditors

Believed to be the parent company of a current client of the Firm (Manulife Asset Management (US) LLC) in unrelated matters

Marsh (Beijing) Insurance Brokers Co., Ltc.

Insurers Believed to be an affiliate of a current client of the Firm (Marsh & McLennan Agency LLC) in unrelated matters

Marsh Risk & Insurance Serv. Insurers Believed to be an affiliate of a current client of the Firm (Marsh & McLennan Agency LLC) in unrelated matters

Merchant Service Potential Creditors

Believed to be an affiliate (Merchant Services, Inc.) of a former client of the Firm (Evo Merchant Services, Inc.) in an unrelated matter.


-2- #32242542 v4

Metropolitan Life Insurance Company

Insurers Current client of the Firm in unrelated matters

Michael Pearson Current and Former Officers/Directors

Believed to be a former client of the Firm in an unrelated matter

Morrison & Foerster LLP Litigation Parties Former client of the Firm in an unrelated matter

Morrow Meadows Corporation Potential Creditors


Multi-Contact USA Potential Creditors


New Horizons Corporate Potential Creditors

Believed to be a current client of the Firm (New Horizons Computer Training Centers) in unrelated matters

OPF Partners Potential Creditors


Osborn Maledon Litigation Parties Former client of the Firm in an unrelated matter

Pitney Bowes Global Financial Services LLC

Potential Creditors

Affiliate of a former client of the Firm (Pitney Bowes, Inc.) in unrelated matters

Sovereign Bank Potential Creditors

Former client of the Firm in unrelated matters

The Bank of New York Mellon Potential Creditors


The Hartford Insurers Affiliate of a current client of the Firm (Hartford Life Inc.) in unrelated matters

UBS Securities LLC Potential Creditors

Affiliate of a former client of the Firm (UBS Financial Services Inc.) in unrelated matters

Verizon Potential Creditors

Affiliate of a former client of the Firm (Verizon Network Integration Corp.) in unrelated matters

Verizon Potential Creditors

Affiliate of a former client of the Firm (Verizon Pennsylvania Inc.) in unrelated matters

XI Group Insurance Insurers Affiliate of a current client of the Firm (XL Insurance Company) in unrelated matters

Zurich Insurance Company Insurers Affiliate of a former client of the Firm (Zurich American Insurance Company) in unrelated matters


#32243679 v2


In re:


Debtors.1

Chapter 11

Case No. 15-10054 (CSS)


Related Docket No. _____

ORDER AUTHORIZING THE EMPLOYMENT AND RETENTION OF PEPPER HAMILTON LLP AS DELAWARE COUNSEL TO THE OFFICIAL COMMITTEE OF

UNSECURED CREDITORS OF SUNTECH AMERICA, INC., ET AL., NUNC PRO TUNC TO JANUARY 22, 2015

UPON CONSIDERATION of the application (the “Application”)2 of the Official

Committee of Unsecured Creditors (the “Committee”) of Suntech America, Inc., et al.

(collectively, the “Debtors”), for an order, pursuant to sections 328(a) and 1103 of the

Bankruptcy Code, Bankruptcy Rules 2014(a) and 2016, and Local Rule 2014-1, authorizing the

Committee to employ and retain the law firm of Pepper Hamilton LLP (“Pepper Hamilton”) as

its Delaware counsel, nunc pro tunc to January 22, 2015; and upon the affidavit of Donald J.

Detweiler, a partner of the firm of Pepper Hamilton, in Support of the Application (the

“Detweiler Affidavit”) and the Declaration of Dongxia Hang as Representative of Wuxi Suntech

Power Co., Ltd. in Support of the Application; and the Court finding that (a) the Court has

jurisdiction over the Application pursuant to §§ 157 and 1334 and (b) this is a core proceeding

pursuant to 28 U.S.C. § 157(b)(2)(A); and the Court being satisfied that, except as set forth in the


2 Terms not defined herein shall have the meanings ascribed to them in the Application.


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Detweiler Affidavit, Pepper Hamilton and its professionals (a) are not creditors, equity security

holders or insiders of the Debtors, (b) are not and were not, within two (2) years before the

Petition Date, directors, officers or employees of the Debtors, (c) do not hold or represent any

interest materially adverse to the interest of the Debtors’ estates and (d) are not related to any

judge of this Court, the U.S. Trustee for this District or any employee of the U.S. Trustee in this

District; and, accordingly, Pepper Hamilton and its professionals are “disinterested persons”

within the meaning of section 101(14), as modified by section 1107(b) of the Bankruptcy Code;

and Pepper Hamilton’s representation of the Committee being permissible under sections 328(a)

and 1003 of the Bankruptcy Code; and it appearing that the relief requested is in the best

interests of the Debtors’ estates, their creditors, and other parties-in-interest; and it appearing that

notice of the Application and opportunity for a hearing thereon was appropriate under the

particular circumstances and that no other or further notice need be given; and after due

deliberation and sufficient cause appearing therefor, it is hereby

ORDERED, ADJUDGED AND DECREED THAT:

1. The Application is GRANTED as set forth herein.

2. Pursuant to sections 328 and 1103 of the Bankruptcy Code, the Committee

is hereby authorized and empowered to employ the firm of Pepper Hamilton, nunc pro tunc to

January 22, 2015, as its Delaware counsel in the Debtors’ chapter 11 cases, and Pepper Hamilton

is authorized to perform the services set forth in the Application.

3. Pepper Hamilton shall apply for compensation and reimbursement of

expenses in accordance with the procedures set forth in sections 330 and 331 of the Bankruptcy

Code, the Bankruptcy Rules, the Local Rules and any applicable orders of this Court.

4. This Court shall retain jurisdiction to hear and determine all matters

arising from or relating to the implementation of this Order.


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5. Notwithstanding any Bankruptcy Rule to the contrary, this Order shall

take effect immediately upon its entry.

Dated: __________________, 2015 __________________________________________ Wilmington, Delaware THE HONORABLE CHRISTOPHER S. SONTCHI UNITED STATES BANKRUPTCY JUDGE


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