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Statement of Qualifications to Serve as: Interim CFO Chief Restructuring Officer

Cornerstone Restructuring LLC. Statement of Qualifications to Serve as: Interim CFO Chief Restructuring Officer Financial and Restructuring Advisors Expert Witness in Chapter 11 Matters. Cornerstone Delivers….. Substantial Restructuring Expertise, Custom Solutions, Seasoned Engagement Teams.

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Statement of Qualifications to Serve as: Interim CFO Chief Restructuring Officer

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  1. Cornerstone Restructuring LLC Statement of Qualifications to Serve as: Interim CFO Chief Restructuring Officer Financial and Restructuring Advisors Expert Witness in Chapter 11 Matters Cornerstone Delivers….. Substantial Restructuring Expertise, Custom Solutions, Seasoned Engagement Teams

  2. Company Overview Cornerstone Restructuring LLC (“Cornerstone” or the “Firm”) is a New York region distressed business advisory services firm specializing in providing: • Interim CFO services • Chief Restructuring Officer services • Financial and restructuring advisory services • Expert witness services in Chapter 11 matters • The Firm’s principals have over 50 years of combined financial advisory services experience and have advised on many of the largest restructurings in recent corporate history. Cornerstone’s principals have advised on all sides of the restructuring table: • Company/board of directors • Creditors/lenders (secured and unsecured) • Shareholders/equity • Cornerstone’s principals have also served as interim management in CFO/CRO type capacities. Cornerstone is focused on middle market companies with knowledgeable management who are not familiar with the restructuring process and/or how to effectively manage a diverse group of creditors in a distressed situation. • Company revenues typically range from $150.0M to $1.0B (although Cornerstone's principals have advised companies with revenues in excess of $10.0B) • Cornerstone’s principals have experience advising companies across most industries Cornerstone’s engagement teams develop custom solutions designed to reduce execution risk, shorten the restructuring cycle and control costs. Key to this are the Firm’s engagement teams which are comprised of highly experienced executives, dedicated to successful and cost efficient execution. • Experienced distressed business advisory services firm • Debtor and creditor representation • Middle market focus • Greater than 50 years of combined financial advisory services experience • Goal of every engagement is to align operations and resources (assets, liabilities and capital)

  3. Substantial Restructuring Expertise Substantial restructuring expertise reduces execution risk, shortens the restructuring cycle and lowers cost! Cornerstone’s principals have over 50 years of combined restructuring advisory services experience. This experience enables the Firm to quickly assess the distressed situation, propose stabilization strategies, take control of the restructuring process and “free-up” management to address day-to-day operations. Cornerstone’s principals have advised on all sides of the restructuring table and understand the needs of the various stakeholders involved in a restructuring: management/board of directors; secured and unsecured creditors; shareholders/equity; employees/unions/government agencies/etc. In addition, Cornerstone’s principals have served as interim management in CFO/CRO type capacities for distressed companies. The Firm’s principals have extensive knowledge of the restructuring process and the strategic options available to a distressed company. The principals have advised on both Chapter 11 and out-of-court proceedings, advised on and negotiated security exchanges/covenants/amendments/waivers, and refinancing and sales transactions. Cornerstone’s principals have a proven track record of developing and executing restructuring plans. Cornerstone principals know how to prepare the analyses required during the restructuring process (business plans, financial projections, cash flow forecasts, valuations, debt capacity analyses, etc.), communicate and negotiate restructuring plans with stakeholders and effectuate and monitor the plan’s implementation. The Firm’s principals are experienced in providing other expert services including litigation support and expert testimony in Chapter 11 proceedings, valuation, refinancing and M&A advisory services, and accounting and finance services. • Highly experienced • Deep knowledge of the restructuring process and available options • Advised on all sides of the restructuring table • Served as interim management in CFO/CRO type capacities • In-tune with the capital markets • Expert services • Broad industry knowledge

  4. Custom Solutions Custom solutions to minimize risk, shorten the cycle and control costs! Key to this is starting with the right approach. The Firm’s principals are focused on clearly defining an engagement’s scope of services and engagement team to suit the needs of every restructuring/interim management situation. Cornerstone’s engagement management process involves 4 key steps: (i) Making Contact – Cornerstone’s principals typically make contact with the company or it’s creditors, and/or their representatives to discuss the business proposition and plan. (ii) Meetings with Management (critical stage) – Cornerstone’s principals meet with key members of the management team (and company investors and lenders, if appropriate) to discuss the business prospects and objectives of the parties-in-interest. It is critical to understand the company’s liquidity position (and the patience of its creditors). (iii) Initial Financial and Operational Assessment – Cornerstone’s principals perform a “walk-through” to make a preliminary assessment of the engagement scope. This stage typically involves evaluating management team needs, financial and liquidity positions, competitive position and sustainability. Based on this assessment, Cornerstone will propose an interim management/advisory engagement customized to the needs of the company and/or stakeholders. Each proposal includes the credentials of seasoned executives that will be dedicated through the life of the engagement. (iv) Execution – Critical to the success of each engagement is the direct involvement of Cornerstone’s principals, who will oversee execution and monitor progress against defined milestones. This commitment enhances the effectiveness of the Firm’s engagement experts and ensures quality. Committed to provide companies and their lenders with the most effective and efficient engagement team and restructuring process possible • Define objectives • Provide a pre-engagement assessment or “walk-through” • Communicate with stakeholders • Perform critical analyses • Execute efficiently and effectively

  5. Seasoned Engagement Teams Seasoned teams to reduce risk, shorten the cycle and control costs! Cornerstone knows how to stabilize a company and build stakeholder confidence. On every engagement, Cornerstone’s objective is to be an active participant in the restructuring process – setting strategy, sharing insight and assisting in the company’s restructuring. Cornerstone’s principals have been retained in many of the largest bankruptcies and restructurings in recent corporate history. They have also provided expert testimony and valuable litigation support services involving business valuations, going concern/solvency analyses, corporate investigations, preferential transactions, etc. Cornerstone’s engagement teams are designed to meet the needs of the restructuring/interim management engagement in a cost effective and efficient manner. Each team will include experienced restructuring professionals with proven track records of successful restructuring plan implementation. Where appropriate, Cornerstone will supplement each team with seasoned executives with the requisite industry, accounting, finance, operations or strategic expertise required on the engagement. Cornerstone does not employ a “leverage model”. Cornerstone’s engagement approach is to provide a small team of experienced executives who can manage existing company resources, as appropriate, to meet the informational, analytical and strategic needs of the restructuring process. If the need arises, the Firm can supplement existing company resources with appropriately skilled executives. This approach allows the Firm to scale up or down to meet the specific needs of each situation. Cornerstone’s engagement teams are designed to minimize execution risk, time to successful restructuring plan implementation and cost to implement by ensuring the appropriate seasoned executives are allocated to each engagement. • Choosing the “right” financial advisor/interim management is critical to the success of the restructuring process and requires a high degree of trust and respect among the various stakeholders. • Why Cornerstone: • Proactive • Expert • Proven track records • Seasoned teams • No “leverage model”

  6. Experienced Principals

  7. Engagement Experience(1) • Many of the engagements identified were executed by the principals while as Partners/Managing Directors and/or other executive positions at Ernst & Young. • * Represents engagements where Ken White provided testimony or litigation advisory services.

  8. Appendices

  9. Background and Experience of Principals

  10. C. Kenneth White, CPA • Background and Experience • Mr. White is an independent financial consultant providing distressed business advisory services, expert witness services in Chapter 11 matters and CRO-type services. Prior to working independently, Mr. White was with Ernst & Young from 1971 to 2002 and served as Partner and Senior Managing Director of Ernst & Young’s Corporate Finance and Restructuring Group. He has over 35 years of professional experience with an in-depth concentration in finance and the recapitalization of companies. • Mr. White has broad experience in providing financial advisory services to Fortune 500 and middle market companies, both SEC registrants and privately-held companies. A summary of his experience follows: • Advised board of directors, creditors and other stakeholders on capital sourcing, financial projections, recapitalization strategies, etc. • Provided financial due diligence and determined debt capacity and economic analyses of debt exchanges • Negotiated recapitalization term sheets and credit agreement provisions • Executed business turnarounds, corporate restructurings and served as interim CFO • Prepared going-concern valuations and liquidation analyses Mr. White has advised numerous companies and stakeholders over the years on various finance, recapitalizations, accounting and corporate restructuring matters. Some of the companies include: • ABC-NACO, Inc. • ACME Metals, Inc. • AEI Resources, Inc. • A H Robins Company* • Apex Oil Company • Blue Cross of Washington/Alaska • Brookdale Hospital • Cartoon Pizza • Chicago Fishhouse • Clark Oil & Refining Company • CNG Tower* • Comdisco • Conseco Insurance Company • Continental Can Company* • Covanta Power/Ogden • Cross & Trecker Corporation • Edgewater Hospital • Enron • Financial News Network* • Flow & Specialty Castings Group • Forum Health • Freedom Forge • Freeman Shoe • GHR Companies, Inc.* • Grabill Corp.* • Hartmarx Corporation • International Horizons, Inc. • Jiffy Lube International* • Katy Industries, Inc. • LaBarge, Inc.* • Las Colinas Corp.* • LTV Steel • Maclead-Stedman, Inc.* • Mansfield Tire & Rubber Co. • Martha Washington Hospital • Medline Industries Inc.* • Mercury Stainless Corp. • Milacron • Montgomery Wards* • Motels of America* • Park Bank* • PennCorp Financial Group • Petro Lewis Corporation • PG&E Energy Services • Pillowtex Corporation • Reveal Computers, Inc. • Silicon Graphics, Inc. • Sizzler International • Shell Chemical Company • Specialty Equipment Company • Steiger Tractor* • Stokely USA, Inc. • Tenna Corporation • Texas International Company • Tokheim Corporation • U.S. Industries • USG Corporation • Vision Hardware Group* • Washington Industries* • White Motor Corp. • Wickes Furniture Company • The Williams Companies * Represents engagements requiring either testimony or litigation advisory services.

  11. C. Kenneth White, CPA (cont.) Education and Professional Affiliations B.S. in Accounting from Ball State University M.B.A. from University of Chicago Certified Public Accountant and member of AICPA Series 7, Series 24, and Series 63 General Securities Registered Representative (2001 – 2004) Member of the American College of Bankruptcy Contact Information Phone: (201) 963-0370 Mobile: (917) 414-9504 Email: whiteckw@aol.com

  12. Louise Nash • Background and Experience • Ms. Nash is an independent financial consultant providing restructuring and corporate finance services to distressed businesses. Prior to working independently, Ms. Nash was with Ernst & Young from 1991 to 2005, most recently serving as a Partner of Ernst & Young Transaction Advisory Services where she was responsible for providing corporate restructuring and capital markets advisory services. Ms. Nash has over 20 years of professional experience with an in-depth concentration in corporate finance and restructuring. • Ms. Nash has significant experience providing financial advisory services to large and middle market corporations, creditors and stakeholders. A summary of her experience follows: • Advised companies, creditors and other stakeholders on bankruptcy strategy, capital structure design and covenant analysis and negotiation • Developed, analyzed and implemented business plans and cash flow forecasts • Prepared debt capacity and DIP financing analyses • Provided M&A advisory and capital markets strategy design and implementation • Prepared going-concern valuations and liquidation analyses The following is a list of select engagements where Ms. Nash has provided restructuring and/or other financial advisory services to the company, creditors or other stakeholders: • AHMSA • AEI Resources, Inc. • Aquila • Confia • Conseco, Inc. • Del Taco • Forum Health • Home Interiors & Gifts • Milacron, Inc. • Mirant Americas Generation • Northwestern Corp. • Oxford Automotive Group • PennCorp Financial Group • PG&E Energy Services • Sleepmaster, LLC • Sizzler International • Surf City Squeeze • Reveal Computers • US Industries • The Williams Companies • The Witan Group Education and Professional Affiliations BAdmin (Accounting & Finance) from Griffith University, Australia Series 7, Series 24 and Series 63 General Securities Registered Representative (2001/02 – 2006) Member of CPA Australia and AIRA Contact Information Phone: (212) 842-0233 Mobile: (917) 861-8217 Email: louisejnash@aol.com

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