Services to be Provided and Qualifications

  1.   As financial advisor, Freeman Global Consulting may provide the following financial advisory services to the extent requested by the Committee and as agreed upon by Freeman Global Consulting:

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a)  Review and analysis of the Debtors’ weekly financial and cash flow performance as compared to its budget;

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b)  Review and analysis of historical operating results and recent performance and comparison to Debtors’ forecasts, business plan, and long-term projections;

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c)  Review and analysis of Debtors’ business segments;

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d)  Review and analysis of the Debtors’ four-wall analysis and store closure plans;

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e)  Analysis of Debtors’ business as a going concern;

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f)  Assessment of liquidity needs, cash flows, and viability/profitability of the business;

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g)  Analysis of sufficiency and terms of DIP financing and assistance in the identification and solicitation of alternative sources of liquidity or DIP financing as needed;

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h)  Evaluate the assets and liabilities of the Debtors including interests in non- Debtor entities;

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i)  Identification and determination of unencumbered assets;

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j)  Preparation of estimated payout or distribution analyses;

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k)  Assess the financial issues and options concerning the sale of the Debtors or their assets, either in whole or in part, and the Debtors’ chapter 11 Plan of Reorganization or liquidation or any other chapter 11 plans;

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l)  Review and analysis of Debtors’ Plan of Reorganization and Disclosure Statement;

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m)  Review and analysis of financial and cash flow projections to evaluate the feasibility of the Debtors’ projections or any proposed Plan of Reorganization;

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n)  Assist the Committee and its counsel in developing strategies and related negotiations with the Debtors and other interested parties with respect to elements of the Debtors’ treatment to the unsecured creditors under a proposed Plan or such treatment under alternative proposals;

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o)  Analyze strategic alternatives available to the Debtors;

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p)  Provide such financial analyses as the Committee may require in connection with the Debtors;

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q)  Represent the Committee in negotiations with the Debtors and third parties with respect to any of the foregoing;

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r)  Provide testimony in court on behalf of the Committee with respect to any of the foregoing, if necessary; and

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s)  Assist the Committee and its counsel as requested with respect to various financial matters.

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  2.  The Committee may also authorize and instruct Counsel to directly retain Freeman Global Consulting as a testifying expert to perform financial expert witness, expert testimony, and related expert witness services, as needed, for the benefit of the Committee and its constituents. This work may consist of the following services:

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a)  Identification, investigation, assessment and analysis of potential causes of action and potential litigation proceeds with respect to the Debtors, directors and officers, insiders, related parties, non-Debtor subsidiaries, and other parties;

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b)  Forensic review and analysis of relevant banking, financial, merger & acquisition, and/or accounting transactions; and

 

c)  Expert report preparation, deposition, trial preparation, expert witness testimony, and related services with respect to any cause of action, financial, or litigation matter the Committee or Counsel may require.

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  3.  It is necessary for the Committee to retain and/or direct Counsel to a financial advisor to perform these services and to otherwise assist the Committee in fulfilling its statutory duties under the Bankruptcy Code.