Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 1 of 351 Page ID #:501

bankruptcies filed prior to that date. Despite this knowledge of the illegality of the schemes, and

despite making unequivocal promises to Alix that he would stop McKinsey's schemes, Barton

personally engaged in efforts to mislead Alix and to fraudulently deflect and delay Alix's

attempts to remediate McKinsey's bankruptcy consulting practices. Barton knowingly caused,

encouraged, and allowed the illegal schemes to continue in the bankruptcies in which McKinsey

RTS was subsequently hired. At no time did Barton take any steps to stop the unlawful schemes

or to ensure that McKinsey RTS complied with the law. To the contrary, Barton actively misled

Alix in order to prevent Alix from acting and to buy McKinsey RTS more time to engage in its

unlawful schemes. Accordingly, there can be no question that Barton agreed to further the illegal

schemes described in Counts 1 through 3, given that he clearly knew about the schemes and

authorized and facilitated them, and directly engaged in them, beginning at least by September

2014; and Barton agreed, and played a key role in, the commission of multiple RICO predicate

acts, including those in connection with McKinsey RTS's continued filing of false declarations

in bankruptcies beginning at least in September 2014.

1569. By and through each of the Defendants' close business and employment

relationships with one another, and their close coordination with one another in the affairs of

McKinsey RTS,the Count 2 Enterprise, and/or the Count 3 Enterprise, each Defendant knew the

nature of each of these enterprises and each Defendant knew that these enterprises extended

beyond their own individual role. Moreover, through the same connections and coordination,

each Defendant knew that the other Defendants were engaged in a conspiracy to commit

predicate acts, including those set forth above, and that the predicate acts were part of a pattern

of racketeering activity, and each agreed to pursue the same criminal objective.

500 Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 2 of 351 Page ID #:502

1570. Each Defendant agreed to facilitate, conduct, and participate in the conduct,

management, or operation of the affairs of McKinsey RTS,the Count 2 Enterprise, and/or the

Count 3 Enterprise through a pattern of racketeering activity in violation of 18 U.S.C. § 1962(d).

In particular, each Defendant was a knowing, willing, and active participant in one or more of

the three Enterprises and its affairs, and each of the Defendants shared a common purpose and

agreed to further the same overall objective, namely, the orchestration, planning, perpetuation,

and execution of the unlawful schemes to commit rapacious fraud against the federal bankruptcy

court system.

1571. Further evidence of an agreement among Defendants is peculiarly within the

knowledge and control of Defendants.

1572. The participation and agreement of each Defendant was necessary to allow the

commission of this pattern of racketeering activity. Specifically, Carmody, Goldstrom, Yerian,

McKinsey US, and McKinsey RTS played key roles by filing false and unlawful declarations;

Proshan played a key role by preparing false and unlawful declarations; Sternfels, Garcia,

Proshan, Goldstrom, and Carmody all provided guidance regarding the false declazations; and

Barton, Sternfels Garcia, Goldstrom, Carmody, and the entity Defendants all authorized the

schemes. McKinsey & Co., McKinsey US, McKinsey Holdings, McKinsey RTS, Garcia, Barton

and Sternfels also played key roles because they all had knowledge of the unlawful scheme and

given their executive authority over the affairs of McKinsey US and/or McKinsey RTS and their

respective employees and executives, the schemes would not have been allowed to continue

without their consent and active encouragement and participation.

501 Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 3 of 351 Page ID #:503

d. Vicarious Liability

1573. To the extent any one or more of the entity Defendants(McKinsey & Co.,

McKinsey Holdings, McKinsey US, and McKinsey RTS)is not directly liable for conspiring to

violate RICO's substantive provisions in violation of 18 U.S.C. § 1962(d), they are vicariously

liable for the Section 1962(d) violations of the other Defendants.

1574. Each of the predicate acts by Barton, Sternfels, Garcia, Carmody, Goldstrom,

Yerian, and Proshan was committed within the scope of those individuals' employment,

officership, or directorship positions at or agency relationship with McKinsey & Co. Each of

these individuals was ahigh-level member of McKinsey &Co.'s management, and each

committed and aided and abetted the commission of RICO predicate acts as described above.

The predicate acts were each committed in furtherance of a scheme intended to and which did in

fact benefit McKinsey & Co. and its subsidiaries by obtaining fees for bankruptcy engagements

from which McKinsey entities were disqualified. Accordingly, McKinsey & Co. is vicariously

liable for the RICO violations of the individual Defendants herein with respect to Counts 1

through 4.

1575. Each of the predicate acts by Barton, Sternfels, Garcia, Carmody, Goldstrom,

Yerian, and Proshan was committed within the scope of those individuals' employment,

officership, or directorship positions at or agency relationship with McKinsey RTS. Garcia,

Proshan, Carmody, Goldstrom, and Yerian, in particular, were each high-level members of

McKinsey RTS's management. Each of the individual Defendants either participated directly in

and aided and abetted the commission of predicate acts as described above. The predicate acts

were each committed in furtherance of schemes intended to and which did in fact benefit

McKinsey RTS and its corporate parents by obtaining fees for bankruptcy engagements for

~ILd Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 4 of 351 Page ID #:504

which it was disqualified. Accordingly, McKinsey RTS is vicariously liable for the RICO

violations of each the individual Defendants herein.

1576. McKinsey & Co. orchestrated the scheme through its subsidiaries, McKinsey

Holdings and McKinsey US, which in turn orchestrated the scheme through McKinsey RTS, and

through various other McKinsey subsidiaries. Accordingly, McKinsey & Co., McKinsey

Holdings, and McKinsey US are each vicariously liable for RICO violations by their indirect or

direct subsidiaries.

e. Causation and Damages

1577. As a direct and proximate result of foregoing violations of 18 U.S.C. § 1962(d) by

the Count 4 Defendants, the Plaintiff suffered an immediate and direct injury from the Count 4

Defendants' racketeering activity. Specifically, the Count 4 Defendants engaged in obstruction

ofjustice and witness tampering by removing the Plaintiff— an officer of the court while in the

discharge of his duties — from his employment position, engaging in a program of defamation,

and harassing the Plaintiff to such an extent he was forced to flee the State of New York. As a

consequence, he suffered significant loss of property related to his income, earning capacity and

business reputation. Had the Count 4 Defendants not implemented their scheme, forming

McKinsey RTS to unlawfully obtain restructuring assignments in violation of Rule 2014 and

perpetrating related predicate acts, the Plaintiff would remain gainfully employed with his

earning capacity undisturbed and business reputation intact.

1578. It was a foreseeable, natural, direct, and intended consequence of the Count 4

Defendants' scheme that conspirators would need to engage in coverup and, in some cases,

retaliate against employees who might expose the Count 4 conspiracy, such as the Plaintiff.

[~YII~~ Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 5 of 351 Page ID #:505

1579. Therefore, pursuant to the civil remedy provisions of 18 U.S.C. § 1964(c), the

Plaintiff is thereby entitled to recover treble damages, together with the costs of this suit and

reasonable attorneys' fees.

1580. Pursuant to the civil remedy provisions of 18 U.S.C. § 1964(c), the Plaintiffis

entitled to recover treble damages, together with the costs of this suit and reasonable attorneys'

fees.

FIFTH CAUSE OF ACTION

VIOLATIONS OF RIC0.18 U.S.C. & 1962(A),(B), (C), & (Dl

Against all Defendants

1581. The Plaintiff repeats and realleges paragraphs 1 through 1580 as if fully set forth

herein.

1582. This cause of action is asserted against all Defendants (the "Count 5 Defendants")

and is asserted in addition to and in the alternative to all other causes of action.

1583. Subsection § 1962(a) of Title 18 makes it illegal for

any person who has received any income derived, directly or indirectly, from a pattern of racketeering activity or through collection of an unlawful debt in which such person has participated as a principal within the meaning of section 2, title 18, United States Code[18 USCS ,¢ 2J, to use or invest, dfrectly or indirectly, any part of such income, or the proceeds of such income, in acquisition of any interest in, or the establishment or operation of, any enterprise which is engaged in, or the activities of which affect, interstate or foreign commerce. A purchase of securities on the open market for purposes of investment, and without the intention of controlling or participating in the control ofthe issuer, or ofassisting another to do so, shall not be unlawful under this subsection if the securities of the issuer held by the purchaser, the members of his immediate family, and his or their accomplices in any pattern or racketeering activity or the collection of an unlawful debt after such purchase do not amount in the aggregate to one percent ofthe outstanding securities ofany

[.YII~ Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 6 of 351 Page ID #:506

one class, and do not confer, either in law or in fact, the power to elect one or more directors ofthe issuer.698

1584. Subsection § 1962(b) of Title 18 makes it illegal for "any person through a pattern

of racketeering activity or through collection of an unlawful debt to acquire or maintain, directly

or indirectly, anv interest in or control of any enterprise which is engaged in, or the activities of

which affect, interstate or foreign commerce."699

1585. Section § 1962(c) of Title 18 of the United States Code makes it illegal for "any

person employed by or associated with any enterprise engaged in, or the activities of which

affect, interstate or foreign commerce, to conduct or participate, directly or indirectly, in the

conduct of such enterprise's affairs through a pattern of racketeering activity or collection of

unlawful debt."goo

1586. Subsection § 1962(d) of Title 18, makes it illegal for "any person to conspire to

violate" subsections § 1962(a),(b) and (c).

1587. At all relevant times, each of the Count 5 defendants was, and is, a person within

the meaning of 18 U.S.C. §§ 1961(3) and 1962(c). The Count 5 Defendants includes each

individual and entity listed below in subsection (s), paragraph 1601.

1588. Defendants have each unlawfully, knowingly, and willfully combined, conspired,

confederated, and agreed together and with others to violate 18 U.S.C. § 1962(a),(b) and (c) as

described above, in violation of 18 U.S.C. § 1962(d).

1589. As described in each count, two or more people, including each of the

Defendants, conspired to (and did) commit numerous violations of 18 U.S.C. § 1962(a),(b), (c)

and (d)to further their unlawful schemes.

69s 1 g US.C. § 1962(a)(emphasis added). 699 18 US.C. § 1962(b)(emphasis added). ~o0 18 US.C. § 1962(c)(emphasis added). 505 Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 7 of 351 Page ID #:507

1590. As described below, each Defendant agreed to further the unlawful endeavor

described in each RICO Count.

1591. At all relevant times, the Plaintiff was, and is, a person within the meaning of 18

U.S.C. §§ 1961(3) and 1964(c) and (d).

a. The Count 5 RICO Enterprise and Its Effect on Interstate Commerce

1592. From its formation in or around 2001 and continuing to the present, the McKinsey

Hub-and-Spoke has constituted an enterprise (the "Count 5 Enterprise") within the meaning of

18 U.S.C. § 1961(4). The McKinsey Hub-and-Spoke consists of

o Entities:

■ Advisors: McKinsey & Co., Rothschild, EY,KPMG, PwC, Conway

MacKenzie, Ankura, FTI, Zolfo Cooper, Houlihan Lokey, Inc., Standard

& Poor's, Moody's Investor Service, BDO Puerto Rico

■ Banks: Citigroup,701 BAML,702 Deutsche Bank,~03 UBS,704 Bank of New

York Mellon, Barclays,705 Banco Popular, Morgan Stanley, Goldman

Sachs,706 RBS,707 Merrill Lynch, Pierce, Fenner &Smith Inc.

■ Funds: Avenue Capital, Apollo Global Management,708 B1ackRock,709

Oaktree Capital Management, L.P., State Street Global Advisors,710 AIG

701 Citibank; Citgroup Global Markets; Citigroup Incorporated 702 Bank of America Merrill Lynch (US); Bank of America and affiliates; Bank of America, N.A. 703 Deutsche Bank; Deutsche Bank AG; Deutsche Bank Securities Inc.; Deutsche Asset Management Investmentgesellschaft mbH(DeAM); Deutsche Bank Trust Company Americas; Deutsche Bank Luxembourg S.A.; Deutsche Bank AG; Deutsche Bank AG New York Branch; Deutsche Bank AG,London Branch Boa UBS and affliates; UBS Stamford Branch TRS cos Barclays Bank PLC; Barclays Capital 'ob Goldman Sachs; Goldman Sachs &Company,Inc.; Goldman Sachs Bank USA; Goldman Sachs Group Inc; Goldman Sachs Credit Partners, LP 707 Royal Bank of Scotland; Royal Bank of Scotland Group, P.L.C. cos Apollo Global Management, LLC; Apollo Liability Consortium '09 B1ackRock, Inc.; BlackRock Advisors LLC; BlackRock Fund Advisors; BlackRock Financial Management; BlackRock Institutional Trust Company, N.A.; K Special Opportunity Fund L.P.; B1ackRock Allocation Target 506 Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 8 of 351 Page ID #:508

Insurance Co, Cerberus,~l~ Strategic Value Opportunities,71z Whitebox

Advisors, Aristeia Capital, GoldenTree Asst Management LP, Monarch

Alternative Capital LP, Taconic Capital Advisors L.P., Davidson Kempner

Capital Management LP, Brigade Capital Management LP

■ Law firms: Proskauer, Cleary Gottlieb, OMM,Quinn Emanuel, Sidley

Austin, Paul Hastings, Greenberg Traurig, Skadden, Arps, Slate, Meagher

& Flom LLP, Davis Polk &Wardwell LLP, Jones Day, Kirkland &Ellis

LLP, Quinn Emanuel, White &Case LLP, Stroock & Stroock & Lavan

LLP, LSE, Marini Pietrantoni Muniz, LLC, Kramer Levin Naftalis &

Frankel, Akin Gump Strauss Hauer &Feld LLP, Jenner &Block LLP,

Bennazar, Garcia &Milian, Simpson Thacher &Barlett LLP, Norton

Rose Fulbright US LLP, McDermott, Will &Emery LLP, Law Office of

James G. McCarney

■ Insurance: AIG Insurance Co.713

■ Commercial Companies: Houston Astros

■ Gov't Entities: AAFAF, GDB, Oversight Board

o Individuals

Shares: Series E Portfolio; BlackRock California Municipal Opportunities Fund of BLK California Muni; B1ackRock High Yield Municipal Fund; BlackRock New York Municipal Opportunities Fund of BLK Multi-State Muni; BlackRock Strategic Municipal Opportunities Fund of BlackRock Series Trust; and B1ackRock MuniAssets Fund,[nc.; Brighthouse Funds Trust II — B1ackRock Bond Income Portfolio; Master Total Return Portfolio of Master Bond LLC; B1ackRock Strategic Income Opportunities Portfolio; Obsideian Master Fund —Trading Sleeve;. 70 State Street Global Advisors(US); SSgA Funds Management, Inc. "'Cerberus; Cerberus Institutional Partners; Cerberus Institutional Partners VI, L.P. 7z Strategic Value Opportunities Fund LP; Strategic Value Master Fund Ltd; Strategic Value Special Situations Master Fund ID LP; and Strategic Value Special Situations Master Fund IV LP "'AIG Insurance Co.; AIG Property Casualty Co.; AIG Specialty Insurance Co.; American International Reinsurance Co Ltd 507 Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 9 of 351 Page ID #:509

■ McKinsey: D. Barton, Sternfels, Proshan, J. Garcia, Goldstrom, and

Yerian, A. Bielenberg, S. O'Rourke, P. Bailinson, B. Chapuious, O. Shah,

K. Carmody, S. Skeates, J. Reed, T. Duvall, T. Wintner, D. Udom;

■ Rothschild: D. Mondell, B. Meisel, L. Weinberg, V. D'Agata, J. Kang

■ EY: J. Porepa, A. Chepenik, S. Panagiotakis, J. Burr, S. Hurtado, G.

Malhotra

■ CM: J. York

■ Ankura: F. Batlle, J. Batlle, D. Barrett

■ Zolfo: C. Flaton, R. Bingham

■ Citi~rou~: T. Green, J. Castiglioni, J. Gavin

■ BAML: J. Rodriguez

■ Deutsche Bank Securities: M. Weinstein, Shawn Faurot

■ EMSO Asset Management: Rory McGregor

■ Farmstead Capital Manasme : Michael Scott

■ FCO Advisors LP:

■ First Pacific Advisors LP: Eric R. Brown

■ Fir Tree Capital Mana~ent: em Brian Meyer

■ GoldenTree Asset Management LP: Sasha Linney

■ Goldman Sachs Asset Management LP: David Z. Alter

■ Marble Ride Capital: Kamand Daniels

■ Mason Capital Management LLC: Richard Engman

■ Monarch Alternative Capital LP: Adam R. Sklar

■ OM Foundation Limited: Satish Karandikar

508 Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 10 of 351 Page ID #:510

■ Sculptor Capital LP: Wayne Cohen

■ Silver Point Capital LP: Stephen P. Cho

■ Stonehill Capital Management LLC: Michael Thoyer

■ Taconic Capital Advisors LP: Marc Schwartz

■ Whitebox Advisors LLC: Luke Harris

■ Proskauer: M. Bienenstock, B. Rosen, E. Barak, L. Rappaport, M. Firestein

■ OMM: J. Rapisardi, S. Uhland, P. Friedman, B. Sushon

■ Paul Hastings: L. Despins, L. Plaskon, A. Tenzer, A. Bongartz, M. Comerford,

J. Grogan

■ Greenber~T raurig: N. Mitchell

■ LSE: Michael Luskin

■ Marini Pietrantoni Muniz:

■ Oversi~?ht Board: N. Jaresko, C. Garcia, J. El Koury, K. Riflcind, S.

Negron, S. Rodriguez, M. Tulla, M. Vizcarrondo, A. Wolfe, E. Arroyo, O

Cuadrado, Jose B. Carrion III, Andrew G. Biggs, Carlos M. Garcia, Arthur

J. Gonzalez, Jose R. Gonzalez, Ana J. Matosantos

■ AAFAF: G. Portela, M. Yassin, P. Soto, A. Mendez

■ Officials: Ricardo Rossello Nevares, Christian Sobrino Vega, Gabriel Olivera

Magraner, Rafael L. Rovira Arbona, Jorge L. Padilla, Matthew Karp,

David Pauker

■ Others: Jose Coleman Tio

1593. The McKinsey Hub-and-Spoke is an association in-fact and was formed for the

purpose of facilitating, committing, perpetuating, and concealing the fraudulent and other

509 Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 11 of 351 Page ID #:511

criminal conduct alleged herein with the aim of committing rapacious fraud against the

bankruptcy system and generate unlawful profits therefrom.

1594. Defendants listed above received income derived, directly or indirectly, from the

established pattern of racketeering activity, both directly or indirectly, and used part of that

income, or the proceeds of such income, in the acquisition of interests in bankruptcy entities

engaged in, or the activities of which affect, interstate or foreign commerce, including when

Valeant purchased Dendreon in the context of a chapter 11 bankruptcy, not on the open market,

violating 18 U.S.C. § 1962(a).

1595. The Defendants listed above acquired or maintained an interest in participating in

the pay-to-play scheme, a pattern of racketeering activity. The Hub-and-Spoke conspiracy was

and is an enterprise which is engaged in, or the activities of which affect, interstate or foreign

commerce, and thus violates 18 U.S.C. § 1962(b)

1596. Alleged victims include the innocent creditors in numerous bankruptcies across

the country whom were deprived of their rights and property as a result of the Count 5

Defendants' systemic fraud. In the case of Title III and Title VI proceedings, the alleged victims

include the intended beneficiaries of the CWSRF and DWSRF funds, i.e., the citizens of Puerto

Rico, American taxpayers as benefactors, and the Plaintiff. The citizens of Puerto Rico were

deprived of adequate water facilities which were capable of delivering life-sustaining water

resources because the CWSRF and DWSRF funds were misappropriated and misused for

unauthorized and unlawful purposes, e.g., make payments to bondholders. American taxpayers,

including Puerto Rico citizens, were also injured on account of having their tax dollars misused

for unauthorized purposes. The citizens of Puerto Rico have also suffered injuries to their right

to having a functioning, noncorrupt local government and banking system, both of which have

510 Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 12 of 351 Page ID #:512

been compromised as a result of bribery and various forms of extortion. The Plaintiff has also

suffered injuries to his business as a restructuring attorney, including his income, earning

capacity, and reputation, as a result of his retaliatory discharge, a program of defamation, being

blacklisted by certain law firms, having to file for chapter 11 bankruptcy, and the serial

harassment he was subjected to, causing him to flee from New York.

1597. Count 5 is based on the following predicate statutes and acts under Title 18:

i. 18 U.S.C. ,¢ 1344 Bank Fraud

1598. AAFAF or GDB officer directing the transfer of the CWSRF and DWSRF funds,

under false pretenses, to Banco Popular in order to pay GDB bondholders.

1599. In or around 2016, McKinsey, Proskauer, Cleary Gottlieb, Guggenheim Partners

(as successor to Millstein & Co.) directed that AAFAF or GDB director, officer, or agent to

transfer such funds under false pretenses in furtherance of the scheme.

ii. 18 U.S. C. ~ 1341 Mail Fraud ~ Conspiracv to defraud United States 18 U.S.C. ~ 371

1600. Having devised a scheme to unlawfully obtain United States federal CWSRF and

DWSRF funds by means of false or fraudulent pretenses, the Federal Water Fund Defendants, as part

of the Count V Enterprise, mailed or caused to be mailed multiple fiscal plans incorporating the

federal water funds scheme, including, without limitation, the Disclosure Statement to the proposed

Title III Join Plan of Adjust of the Commonwealth of Puerto Rico, et al, which included the May

2019 Commonwealth Fiscal Plan.714

iii. 18 U.S.C. ,¢ 1341 Mail Fraud ~ Statements or entries generally 18 U.S.C. 1001

'l4 See Disclosure Statement For The Title Iii Joint Plan Of Adjustment For The Commonwealth Of Puerto Rico, The Employees Retirement System Of The Government Of The Commonwealth OfPuerto Rico, And The Puerto Rico Public Buildings Authority, Case:17-03283-LTS Doc#:8766-11 Filed:09/27/19 Entered:09/27/19 09:44:05 Desc: Exhibit E - CW Fiscal Plan Page 1 of 156. 511 Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 13 of 351 Page ID #:513

1601. Having devised a scheme to commit rapacious fraud against the federal bankruptcy

court system and to conceal McKinsey's disabling conflicts, including the drafting and submission of

the fraudulent LSE McKinsey Report, Defendants mailed or caused to be mailed the LSE McKinsey

Report and other letters and documents containing false statements.

iv. 18 U.S.C. ,¢ 1343 Wire Fraud ~ Conspirac vto impede or injure o,~ficer 18 U.S.C. ,¢ 372

1602. Having devised a scheme to unlawfully discharge the Plaintiff, an officer of the

Title III Court representing the UCC,in violation of 18 U.S.C. § 372, for learning of facts

material to (i) the scheme to fix-legal outcomes; and (ii) the scheme to misappropriate the

CWSRF and DWSRF funds, certain defendants used United States wires to make telephone calls

in furtherance of the scheme, including, without limitation, on September 3, 2018, Mr. Bernstein

(NY)called the Plaintiff(CA) and falsely represented that that the Plaintiff"had been fired" on

August 22, 2018. Bernstein, the chair of employment practice at Paul Hastings, knew (a) that such a

discharge of duties may only occur upon notice and (b)that the Plaintiff had not received notice of

firing until, at the earliest, August 26, 2018.

1603. In addition, Despins, Plaskon, and perhaps others directed or otherwise caused

Shlomo Maza to send to the Plaintiff the June 26, 2018 email falsely accusing him of attempting to

omitting controlling authority, i.e., the Maza Accusation. The sending of the email containing this

misrepresentation in furtherance of the scheme to retaliate against the Plaintiff constitutes wire fraud.

1604. The purpose of the misrepresentations was to deceive and apply immense pressure on

the Plaintiff into voluntarily resigning, and thereby waive his legal rights. It is also submitted that

Paul Hastings and other co-conspirators defamed the Plaintiff in an effort to discredit him to other

potential employers. Such defamation injured the Plaintiffs income, earning capacity, and business

reputation as a restructuring attorney.

512 Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 14 of 351 Page ID #:514

v. 18 U.S.C. ¢ 1343 Wire Fraud ~ Cons~iracv to Defraud United States 18 U.S.C. ,¢ 371 1605. Having devised a scheme to unlawfully obtain United States federal CWSRF and

DWSRF funds by means of false or fraudulent pretenses, certain defendants made phone calls using

interstate wires to execute the scheme of wire fraud to defraud as follows:

3 2/9/2018 Ankura(D. Barrett), Participate on telephone call...to discuss federal funding McKinsey, bill allocation to Puerto Rico to be included in the Rothschild, revised fiscal plan. DevTech, CM 8 2/26/2018 Citi (T. Green) Emails, calls re PRASA Fed creditors 9 2/27/2018 Citi (J. Gavin) Prasa call re structure 11 2/28/2018 Citi (T. Green), PRASA Call with Rothschild, BAML Rothschild, BAML 12 2/28/2018 Citi (T. Green), Calls re GDB RSA with Rothschild and EY Rothschild, EY2 13 3/8/2018 Citi (T. Green) EPA follow-up work and SRF calls 17 3/23/2018 Paul Hastings(M. Review bi-weekly update regarding AAFAF, Comerford, L. Commonwealth, PREPA and PRASA (3); update call Despins), regarding same...(.3); follow-up correspondence with L. Rothschild (D. Despins regarding same (.2) Mondell), certain creditors 18 3/23/2018 Proskauer(M. Participate in Board calls regarding PRASA and Bienenstock), Commonwealth fiscal plans. FOMB 19 3/27/2018 Ankara (F.Batlle) Participate on call...to discuss status of fiscal plan and li uidi forecast. 20 3/27/2018 Rothschild, Participate on call...about financial model changes. Bluhaus, CM, DevTech, Ankara D. Barrett 21 3/27/2018 CM (J. York), Participate in conference call...to discuss liquidity forecast AAFAF(A. and potential inclusion on fiscal plan. Mendez), Ankara F. Batlle 23 3/29/2018 Ankara(F. Batlle), Participate on conference call...to discuss cash position McKinsey(O. and next steps in identifying restricted/unrestricted Shah), A. Mendez cash to be included in the revised fiscal plan. AAFAF 24 4/4/2018 Citi (T. Green); calls re PRASA; Rothschild (D. Mondell); Proskauer Teleconference...regarding classification issues B. Rosen 513 Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 15 of 351 Page ID #:515

25 4/4/2018 Rothschild (D. Call w/ AAFAF and counsel re CDL Mondell), AAFAF, OMM 26 4/4/2018 Ankura(D. Barrett), Participate on call...about cost share assumptions and McKinse , AAFAF ali nment between Commonwealth and PRASA Tans. 29 4/5/2018 OMM (J. Participate on call...about differences in agency savings, Rapisardi), Ankura government plan versus FOMB plan. (F. Batlle, D. Barrett 31 4/10/2018 Rothschild Call w/ Ankura re forecast modeling Mondell , Ankura 32 4/10/2018 Ankura(F. Bathe); Participate on call...to discuss general fund expenses build McKinsey (S. up and presentation in fiscal plan."5 O'Rourke, D. Udom, J. Reed, O. Shah 33 4/10/2018 Ankura(D. Barrett), Participate on call...to discuss general fund expenses build McKinse O. Shah u and resentation in fiscal lan 36 4/11/2018 CM, AAFAF, Participate on call...about comparison of expense Ankura (Barrett) measures between revised fiscal plan and FOMB fiscal plan in addition to need to push expense measures into each of the a enc bud ets and line items. 37 4/]2/2018 Citi (T. Green) PRASA call re Federal Funding and Match 38 4/13/2018 Ankura(F. Bathe), Participate on call with J. Maffei(AAFAF) to discuss AAFAF J. Maffei state revolvin fund a meat from General Fund. 39 4/16/2018 Paul Hastings(L. Review background regarding proposed loan from Despins, M. Commonwealth to PRASA (.90); Call...regarding same Comerford), OMM (,50); post-mortem discussion with C. Flaton regarding (S. Uhland), same (.20) N.Mitchel l (Greenberg Traurig), Zolfo Coo er C. Flaton 41 4/22/2018 OMM (J. Rapisardi, Participate in conference call...to discuss Section 205 S. Uhland, B. letter strategy. Sushon), Anukra(D. Barrett, T. Panciera, P. Nilsen), Greenberg Traurig (N. Mitchell), AAFAF M. Yassin 43 4/24/2018 Citi (J. Gavin) Puerto Rico Budget powers call 46 4/28/2018 Rothschild, OMM, Participate on call...to review status of 205 letter and Ankura D. Barrett discuss items to include in letter. 47 4/29/2018 OMM (J. Rapisardi Participate in conference call...to discuss COFINA/GO S. Uhland , mediation and section 205 letters.

75 3rd Ankara Fee Application, at 214 of275. 514 Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 16 of 351 Page ID #:516

Greenberg Traurig (N. Mitchell), AAFAF(G. Portela, M. Yassin, P. Soto), Ankura 49 4/29/2018 EY (A. Chepenik, J. Participate in call...to discuss mapping fiscal plan Santambrogio, S. measures to the budget716 Panagiotakis, J. Burr, C. Loh); McKinsey (S. O'Rourke, O. Shah, T. Duval, A. Bielenberg, J. Reed, D. Udom, J. Davis); FOMB(M. Tulla, S. Ne ron, K. Riflcind 50 4/29/2018 Paul Hastings(L. Call...regarding [redacted]"' Despins), OMM (J. Rapisardi S. Uhland), Rothschild (D. Mondell),Zolfo C. Flaton 54 5/7/2018 Ankura(F. Bathe), Participate on telephone call...to discuss FY19 budget AAFAF(A. process in anticipation of meeting with representatives of Mendez ,CM FOMB. 58 5/9/2018 Proskauer(M. Participate in call with Board [,] Commonwealth fiscal Bienenstock), plan subcommittee regarding budget and notice of FOMB violations. 59 5/9/2018 Citi (J. Gavin), [C]all with Ankura re restructuring Ankura 61 5/9/2018 Ankura(F. Bathe, P. Participate on telephone call...regarding the creditor Nilsen), McKinsey mediation meeting on 5/15/18. (O. Shah, J. Reed), CM J. York 63 5/11/2018 Ankura (F. Bathe), Participate on telephone call...to review methodology FEMA (S. El used for build up of FEMA disaster recovery fund Ha e"g estimates. 71 5/15/2018 EY (J. Burr), Participate in call...to discuss fiscal plan to budget McKinsey(D. mapping for OMB Custody, 911 and Tourism Udom 80 5/17/2018 Ankura (F. Battle), Call "strategy session with FOMB board members to Rothschild, BAML, discuss governor and creditor proposal" Ankura, AAFAF 83 5/19/2018 Citi(T. Green), Rothschild calls re PROMESA debt Rothschild

716 717 "$ S. EI Hage is currently an advisor at Horne Consulting. 515 Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 17 of 351 Page ID #:517

84 5/20/2018 Citi (T. Green), PRASA advisor call re next steps PRASA advisor 86 5/21/2018 Proskauer(M. Attend conference call with McKinsey and Ernst &Young Bienenstock, S. regarding best interest test analysis Ma , McKinse ,EY 87 5/21/2018 Rothschild (D. Call w/ Citi and BAML re GO / COFINA and PRASA Mondell), Citi, BAML 90 5/21/2018 Ankura(F. Batlle), Participate on telephone call...to discuss AAFAF(Mendez, FOMB/Government agreement and impact on FY19 M. Yassin), CM (J. budget York 92 5/21 /2018 Ankura(F. Batlle), Participate on telephone call with A. Mendez(AAFAF) AAFAF(Mendez, and M. Yassin(AAFAF) and J. York(CM) to discuss M. Yassin), CM (J. FOMB/Government agreement and impact on FY 19 York bud et. 93 5/21/2018 Ankura(F. Bathe), Participate on telephone call...to discuss treatment of AAFAF G. Loran state revolvin funds in fiscal lan. 94 5/21/2018 Ankura(F. Bathe), Participate on telephone call...to discuss retained revenues AAFAF(C. Yamin, treatment in FY 19 budget. M. Yassin), E. Trigo O'Neill & Bor es 95 5/22/2018 Ankura(F. Bathe), Participate on telephone call with O. Shah(MCK) to McKinse O. Shah discuss bud et and fiscal lan recertification. 97 5/24/2018 Citi (T. Green), PRASA call with AAFAF advisors AAFAF 99 5/24/2018 Citi (T. Green) PRASA Federal Creditors call 100 5/24/20]8 Citi (T. Green) PRASA post-call follow-uns 101 6/5/2018 Citi (T. Green, J. Rothschild and Citi calls Castiglioni, G. Gavin 109 6/7/2018 Citi (T. Green, J. PRASA meetinss and calls and prep Castiglioni, J. Gavin 120 6/12/2018 McKinsey (J. Reed, Participate in call...to discuss creditor best interest test T. Duvall, D. Uhum, analysis and scenario modeling. P. Davidson), EY (J. Santambrogio, A. Chepenik, B. Yano, G. Malhotra), FOMB(N. Jaresko, K. Rifkind, A. Wolfe 121 6/12/2018 McKinsey, Participate in call with Proskauer, McKinsey and Citi to Proskauer, Citi EY discuss best interest test analysis J. Santambro io 123 6/13/2018 Citi (T. Green, J. PRASA prep and post-meeting calls Castiglioni, J. Gavin 516 Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 18 of 351 Page ID #:518

126 6/14/2018 McKinsey (P. Participate in call...to discuss the files provided that detail Bailinson), EY (S. changes to the FP for the budget. Pana iotakis 127 6/14/2018 McKinsey (P. Participate in call...to discuss fiscal plan to budget Bailinson, S. estimate reconciliations. O'Rourke, T. Duvall, T. Winfier); EY (S. Panagiotakis, J. Santambrogio, A. Chepenik, J. Burr); FOMB(N. Jaresko, M. Tulla 128 6/14/2018 McKinsey, CM, Participate on conference call...to discuss and review FOMB,AAFAF, implementation plan framework and reporting. Ankura F. Bathe 129 6/14/2018 Ankura (F. Batlle), Participate on call with G. Portela(AAFAF) to discuss AAFAF G. Portela status of the lan of ad'ustment resentation. 130 6/14/2018 Rothschild; BAML; Participate on conference call...to review first draft of OMM; AAFAF; plan of adjustment presentation. Ankura F. Bathe 132 6/15/2018 McKinsey Participate in call...to go through the files we provided (Bailinson, D. summarizing the changes to the FP based on the budget Udom, J. Reed); EY and changes to individuals agencies and budgets. S. Pana iotakis 133 6/15/2018 Ankura(F. Bathe), Participate on call...to discuss summary of revisions to AAFAF(A. proposed budget submitted by FOMB. Mendez 134 6/15/2018 Rothschild, BAML, Participate on conference call...to discuss changes and OMM,AAFAF, status of plan of adjustment strategy presentation. Ankura F. Bathe 135 6/15/2018 OMM,Ankura (F. Participate on conference call...to discuss changes to plan Battle of ad'ustment strate resentation. 136 6/15/2018 BAML,(J. Participate on call...to discuss plan of adjustment Rodriguez); Ankura presentation changes. F. Batlle 137 6/17/2018 Rothschild (D. Call w/ BAML and Ankura re financial model scenario Mondell), BAML, Ankura 138 6/17/2018 Rothschild (D. Call w/ AAFAF team re financial analysis Mondell ,AAFAF 140 6/18/2018 McKinsey, Citi, Participate in advisor call to discuss analysis and work Proskauer, O'Neill, being completed with S Negron (FOMB), N Jaresko EY (. Chepenik, J. (FOMB), McKinsey, Citi, Proskauer, O'Neill, A Chepenik Santambrogio, G. (EY), G Malhotra(EY), J Santambrogio (EY), J Porepa Malhotra, J. Porepa, (EY)and R Tague(EY). R. Tague), FOMB (N. Jaresko, S. Ne ron 141 6/18/2018 McKinsey, Participate in Advisor call with N. Jaresko(FOMB), M. 517 Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 19 of 351 Page ID #:519

Proskauer, EY (J. Tulla(FOMB), McKinsey, Proskauer, J. Porepa(EY) and Porepa), FOMB(M. S. Panagiotakis(EY) to discuss progress on fiscal plan Tulla and bud et. 145 6/18/2018 Paul Hastings(M. Review summary of creditor working group call from S. Comerford), Zolfo Martinez(Zolfo Coopers regarding open issues to address S. Martinez for PREPA and PRASA .2 146 6/19/2018 McKinsey, EY (J. Participate in call...to discuss the budget comparison Burr, S. files prepared to explain variance between the EY and Pana iotakis FOMB bud ets. 147 6/20/2018 Citi (T. Green, J. PRASA EPA term sheet review and calls Castiglioni, J. Gavin 150 6/20/2018 Rothschild, BAML, Participate on conference call...to discuss plan of OMM,Ankura (F. adjustment strategy and GO/Cofina settlement. Bathe , AAFAF 155 6/22/2018 McKinsey (P. Participate in call on fiscal plan reconciliations and Baliston, K. adjustments with McKinsey. Hernandez, S. O'Rourke, D. Burr), EY (A. Chepenik, S. Panagiotakis, J. Burr, J. Santambro io 160 6/22/2018 McKinsey, CM, Participate on conference call...to discuss and review Ankura(D. Barrett), implementation plan framework and reporting FOMB, AAFAF 162 6/22/2018 Rothschild, CM, Participate on conference call...to prepare for meeting Ankura (F. Bathe) with representatives of McKinsey to discuss Miller Buckfire ro'ections. 163 6/22/2018 Greenberg Traurig Participate on call...to discuss PRASA restructuring (N. Mitchell), status. Ankura F. Bathe 166 6/24/2018 McKinsey (O. Participate on call...to discuss fiscal plan certification in Shah), Ankura(F. light of latest update on Act 80. Bathe 167 6/24/2018 EY (J. Burr), FOMB Participate in call with...to discuss FY18 budget transfer S. Rodri uez im acts on the FP and how the will be inco orated 171 6/25/2018 McKinsey, Ankura Participate in weekly fiscal plan implementation status call F. Bathe ,FOMB with McKinse and FOMB staff. 172 6/25/2018 Ankura(F. Bathe, Participate on call...to prepare for meeting with McKinsey D. Barrett and FOMB re ardin fiscal lan im lementation. 187 6/26/2018 Citi (T. Green, J. FOMB calls re CW FP Castiglioni, J. Gavin ,FOMB 188 6/26/2018 Rothschild (D. Participate on conference call...to discuss state revolving Mondell); EY (A. fund allocation in FY19 budget. Chepenik); Ankura F. Bathe, J. Bathe 201 6/28/2018 Ankura(F. Bathe), Participate on calls...to discuss state revolving fund 518 Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 20 of 351 Page ID #:520

AAFAF J. Maffei a ment and inclusion in FY19 eneral fund bud et. 206 6/29/2018 Rothschild, BAML, Participate on conference call...to discuss plan of OMM,Ankura (F. adjustment materials. Batlle 207 6/29/2018 CM (J. York); Participate on call with J, York(CM) to discuss Ankura F. Batlle assum tions in revenue forecast usin FY 18 actuals. 213 6/30/2018 EY (S. Participate in call with S. Rourke(McKinsey) to discuss Panagiotakis) the transfers from agency to agency and their impact on the fiscal lan.

i. 18 U.S C. ¢ 1343 Wire Fraud ~ Statements and entries generally in Furtherance ofto Unlaw l Professional Price-Fixing Scheme 18 U.S.C. ,¢ 1001 1606. Having devised a scheme to fix professional fees for bankruptcy related

consulting services, McKinsey, BAML,Ankura, and others listed below made the following

phone calls and send emails in furtherance of the scheme:

1. 3/]/18 McKinsey(O. 0.1 Participate on call with O. Shah(McK) to Shah), Ankura review professional services fees forecast.79 (Batlle, Fernando 2. 3/3/18 McKinsey(O. 0.1 Participate on call with O. Shah(McK) to Shah), Ankura discuss professional fees projection.720 (Batlle, Fernando 3. 3/6/18 McKinsey(O. 0.7 "Participate on a call with O. Shah(McK) to Shah), Ankura(P. discuss the revised fiscal plan assumptions Nilsen related to rofessional fees"''Z 6. 3/8/18 McKinsey(O. 0.6 Participate on a call with O. Shah(McK) and J. Shah, J. Reed), Reed(McK) regarding professional fees Ankura(P. assumptions within the revised fiscal plan.722 Nilsen 8. 3/8/18 Ankura(F. 0.5 Participate in conference call with Batlle), others representatives of McKinsey to discuss assumptions to related to professional fees to be inco orated in the revised fiscal lan.723

719 Third Interim Ankura Fee App, at 131. 720 Id. at 133. 'Z'Id. at 138. 'ZZ Id. at 146. 'Z3 Id. at 147. 519 Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 21 of 351 Page ID #:521

10. 3/9/18 Ankura (Bathe, 0.2 Participate on call with G. Portela(AAFAF) to Fernando), discuss professional fees projection worksheet AAFAF(G. and assumptions.7z4 Franco 1 l 3/l3/18 McKinsey, 0.8 Participate on conference call with Ankura (F. representatives from McKinsey to discuss Bathe) professional fee projections assumptions included in the revised fiscal lan.725 l2. 3/]5/18 McKinsey, 0.9 Participate on phone call with F. Bathe(ACG) Ankura (F. Bathe, and representatives of McKinsey regarding the P. Nilsen latest u date to the rofessional fees forecast.'Z6 14. 3/16/18 McKinsey, 0.8 Participate on phone call with P. Nilsen(ACG) Ankura (F. Bathe, and representatives of McKinsey regarding the P. Nilsen) inclusion of the latest version of the professional fees forecast within the revised fiscal lan.''Z 16. 3/20/18 McKinsey(O. 0.4 Participate on telephone call with O. Shah Shah), Ankura(F. (McK)to discuss professional fee projection Bathe) assumptions and status of open items in fiscal lan.728 18. 3/22/18 McKinsey(O. 0.3 Correspond with O. Shah (McK)regarding Shah), Ankura FOMB professional fee assumptions.729 ilsen, Patrick 23. 4/4/18 McKinsey (J. 0.5 Participate on call with J. Reed(McK) to Reed), Ankura(F. discuss professional fees projections update.73o Batlle 24. 4/4/18 McKinsey (J. 0.4 Participate on call with J. Reed(McK) to Reed), Ankura(F. review professional fees projection changes, Bathe) disaster spend timing and other open items related to fiscal lan. 25. 4/3/18 BAML, Ankura 03 Correspond731 with J. Rodriguez(BAML) (P. Nilsen) regarding the methodology for BAML rofessional fees. 26. 4/4/18 BAML, Ankura 0.4 Correspond with J. Rodriguez(BAML) (P. Nilsen) regarding the methodology for BAML rofessional fees.732 29. 4/5/18 McKinsey (J. 0.7 Participate on telephone call with J. Reed Reed), Ankura(F. (McK)regarding the professional fees estimate Bathe included in the revised fiscal lan.

Wald. at 151. 'z5 Id. at 155. 'Z6 Id. at 161. 'Z~ Id. at 164. 'ZS Id. at 172. 729 1d. at 178. ~3o Id. at 211. 731 On information and belief,, the term "correspondence" is in reference to an email exchange. '3z Id. at 212. 520 Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 22 of 351 Page ID #:522

32. 4/11/18 McKinsey, Participate on call with representatives from Ankura(D. Ankura and McKinsey about professional fee Barrett schedule in revised fiscal lan. 36. 10/5/18 McKinsey(O. 0.4 Participate on call with O. Shah(MCK) to Shah), Ankura, discuss professional fees build and FY 19 Battle, Fernando bud et in the fiscal lan. 38. 10/17/18 McKinsey(O. 0.1 Participate on call with O. Shah(MCK) to Shah), Ankura(F. discuss professional fees included in revised Battle fiscal lan. 39. 10/17/18 Hacienda(O. 0.1 Participate on call with O. Rodriguez Rodriguez), (Hacienda)to discuss revised professional fees Ankura (F. budget. Battle 40. 11/2/18 AAFAF(S. 0.1 Participate on call with S. Torres(AAFAF) Torres), Ankura regarding professional fees. F. Battle 41. 1 l/2/18 McKinsey(O. 0.1 Participate on call with O. Shah(MCK) to Shah), Ankura(F. discuss professional fee schedule. Battle 42. 11/2/18 Hacienda(O. 0.1 Participate on call with O. Rodriguez Rodriguez), (Hacienda)to discuss professional fees budget. Ankura (F. Battle 43. 11/2/18 Hacienda(O. 0.1 Participate on call with O. Rodriguez Rodriguez), (Hacienda)to discuss revised professional fees Ankura (F. schedule. Battle 44. 11/6/18 Hacienda(O. 0.1 Participate on call with O. Rodriguez Rodriguez), (Hacienda)to discuss professional fees budget. Ankura (F. Battle 45. 12/10/18 McKinsey(O. 0.2 Participate on call with O. Shah(MCK) to Shah), Ankura(F. discuss professional fees budget. Battle

ii. 18 U.S.C. ~ 1343 Wire Fraud ~ Conspiracv to impede or injure officer 18 U.S.C. ,¢ 372

1607. Having devised a scheme to unlawfully discharge the Plaintiff, an officer of the Title

III Court representing the UCC,on false pretenses and in violation of 18 U.S.C. § 372, certain

defendants made phone calls using interstate wires to execute the scheme of wire fraud to defraud,

including, without limitation, on September 3, 2018, Mr. Bernstein(NY) called the Plaintiff(CA)

521 Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 23 of 351 Page ID #:523

and falsely represented that that the Plaintiff"had been fired" on August 22, 2018. Bernstein,

the chair of employment practice at Paul Hastings, knew (i) that such a discharge of duties may

only occur upon notice and (ii) that the Plaintiff had not received notice of firing until, at the

earliest, August 26, 2018.

iii. 18 U.S.C. ,¢ 1503 Influencing or injuring officer orjuror generally (Obstruction ofJustice~

1608. Paul Hastings, including partners Luc Despins, Leslie Plaskon, and Andrew

Tenzer, conspired and participated in the unlawful discharge of the Plaintiff on the basis of(i) his

learning of the unlawful misappropriation of the CWSRF and DWSRF funds in the August 2018

phone call with J. Grogan; and (ii) his memorializing the phone call in an email in which the

Plaintiff sent to himself.

1609. Paul Hastings, the Law Office of James G. McCarney, and likely other McKinsey

Hub-and-Spoke Conspirators committed various acts of harassment against the Plaintiff,

including invasive and constate monitoring while in New York City, including, among other

things,(i) stalking the Plaintiff near and around his apartment complex and Grand Central

Station in August and September of 2018;(ii) sending an agent of the Law Office of James G.

McCarney on a fake date with the Plaintiff on or about September 23, 2018, which led to the

agent entering his private residence under false pretenses; and (iii) on February 9, 2018, sending

an agent, under the guise of a professional mover, to engage in surveillance, including the

breaking and entering into a sealed box storing the Plaintiffl s personal belongings.

1610. Paul Hastings and likely other co-conspirators intentionally injured the Plaintiffls

business reputation as a restructuring attorney by engaging in a program of defamation to other

attorneys and law firms specializing in restructuring and blacklisting. This program includes (i)

522 Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 24 of 351 Page ID #:524

the incident where Leslie Plaskon solicited negative comments about the Plaintiff, including

from Danny Newman, by falsely representing that she and other Paul Hastings' partners had

received "a series of negative reviews" about the Plaintiff's work, even though Plaskon knew

that was untrue or materially false; (ii) conspirators have effectively blacklisted the Plaintiff from

hire in his profession, including at the law firm Moore &Van Allen, which offered the Plaintiff

an interview in October 2019, but then aided and abetted the conspiracy by repeatedly delaying

the interview before ceasing communications with the Plaintiff altogether after having learned of

the blacklisting from a defendant. The Plaintiff believes discovery will reveal further instances

of defamation made by Paul Hastings' Partners and attorneys.

iv. 18 U.S. C. ~ 1951 Extortion

1611. Members of the Oversight Board, including Jose B. Carrion III, Andrew Biggs,

Carlos M. Garcia, Arthur J. Gonzalez, Ana J. Matosantos, Jose R. Gonzalez, David A. Skeel,

Executive Director Natalie Jaresko, and Legal Counsel Jaime El Koury, as well as McKinsey,

Rothschild, EY,Proskauer and all other Count V defendants attempted to coerce the Puerto Rico

legislature into repealing Act 80 and assuming liability for the misappropriated water funds by

threatening to make draconian cuts to the budgets of the legislature and the judiciary.

1612. In addition, Paul Hastings, Despins, Plaskon, Bernstein, Saban, Harris, Kelloff

and Feliu (i) applied undue pressure on the Plaintiff to sign the so-called "Confidential Transition

and General Release Agreement," attempting to disguise the fact that such agreement was, in

reality, a resignation agreement;(ii) intentionally and knowingly deprived the Plaintiff of his

earned but unpaid salary, amounting to at least $1,009, in order to place the Plaintiff in financial

distress and to increase Paul Hastings' negotiating leverage;(iii) intentionally and knowingly

depriving the Plaintiff of his healthcare and access to medicine without notice for at least a

523 Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 25 of 351 Page ID #:525

month after the fact;(iv) concocted the fiction that Paul Hastings had previously "fired" the

Plaintiff after Paul Hastings received the Plaintiff's 8-23-18 email in which he renewed his

request under the ADA for a reasonable accommodation (prior to the email dated 8-23-18, the

Plaintiff was not aware that there was uncertainty of the Plaintiffl s legal employment status, as

things stood);733 (v)refused to inform the Plaintiff whether or not he remained an employee of

Paul Hastings after August 22, 2018, the date of his purported dismissal;(vi) providing

inconsistent and deliberately misleading information to the Plaintiff, such as only telling the

Plaintiff on a September 3, 2018 phone call vuith Mr. Bernstein, that the Plaintiff"had been

fired" on August 22, 2018. However, immediately following this phone call, Mr. Bernstein sent

the Plaintiff a seemingly contradictory email stating that the Plaintiff had been placed on

"inactive status" on August 22 and that his "formal employment" relationship with Paul Hastings

would end on September 14. Further, Mr. Bernstein did not explain the legal difference between

that distinction, leaving the Plaintiff bewildered and uncertain about his legal status;(vii)

initiating and perpetuating bad faith negotiations where;(a) Paul Hastings refused to identify or

describe what particular "issues" it sought to resolve through the negotiations;(b) hired an

attorney licensed in the state of New York, but not California, attorney to represent it after

having been notified that the Plaintiffl s employment agreement, pursuant to its terms, is to be

"governed and construed" under California law,(c) repeatedly and continuously distorted certain

statements made by the Plaintiff in what appeared to be attempts to undermine his position,(d)

refusing to respond to offers made by the Plaintiff in a timely fashion (and later admitting that it

never seriously considered those offers) and only responding when the Plaintiff pointed out the

absurdity that Paul Hastings initiated the negotiations but refused to make any offers or

733 In fact, the last time the Plaintiff had asked, at the first 8/l6/2018 meeting, both Ms. Plaskon and Mr. Despins stated that the Plaintiff was not being fired. 524 Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 26 of 351 Page ID #:526

counteroffers,(e) stating in its counteroffer, without explanation, that the Plaintiff did not have

any valid claims under the ADA,or otherwise;(viii) sought to impose awide-ranging

nondisclosure provision in the proposed settlement agreements, which, among other things,

sought to prohibit any negative comments about the firm, or any current or former partner or

associate at Paul Hastings. The effect of the nondisclosure provision, sans statutory rights,

would have prevented the Plaintiff from being able to enforce his valid claims RICO or the

ADA; and (ix) intended to use this manufactured uncertainTy, pressure and economic duress in

order to obtain from the plaintiff something of value from the Plaintiff, i.e., the release of his

legal actions against Paul Hastings.

v. 18 U.S.C. ~ 1512 Tampering with a witness or victim

1613. The predicate acts recited under obstruction ofjustice above are repeated here.

vi. 18 U.S.C. ,~ 1954In~luence Operation ofEmplovee Benefit Plan

1614. In or around July 2017, AAFAF Director of Fiscal Agency Mohammad Yassin-

Mahmud instructed ERS Administrator L. Rodriguez to transfer $190.48 million to the

Department of the Treasury. It is asserted that these funds were transferred with the intent to

replace the misappropriated CWSRF and DWSRF funds. The Plaintiff believes additional

evidence of unlawful interference of Puerto Rico Employment Retirement System will emerge

upon further discovery.

vii. 18 U.S.C. ~ 201 Bribery o Public Officials and Witnesses

1615. OMM,Davis Polk, Proskauer, McKinsey, Cleary Gottlieb, Rothschild, Ankura,

Guggenheim Partners (successor to Millstein & Co.), Goldman Sachs, Lehman Brothers, and

other co-conspirators offered Jorge Irizarry bribes in exchange for him authorizing the interest

rate swaps and termination fees, and to further aid in the COFINA Ponzi scheme, as well as

525 Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 27 of 351 Page ID #:527

making other bribes through the held under custody of the OMB,an d other such budget

allocations, such as the $437,000 payment to fund the "operating expenses of the Luis Munoz

Mann Foundation."

f. Causation and Damaees

1616. As a direct and proximate result of foregoing violations of 18 U.S.C. § 1962(d) by

the Count 5 Defendants, the Plaintiff suffered an immediate and direct injury from the Count 5

Defendants' racketeering activity. Specifically, the Count 4 Defendants engaged in obstruction

ofjustice and witness tampering by removing the Plaintiff — an officer of the court while in ttte

discharge of his duties —from his employment position, engaging in a program of defamation,

and harassing the Plaintiff to such an extent he was forced to flee the State of New York. As a

consequence, he suffered significant loss of property related to his income, earning capacity and

business reputation. Had the Count 4 Defendants not implemented their scheme, forming

McKinsey RTS to unlawfully obtain restructuring assignments in violation of Rule 2014 and

perpetrating related predicate acts, the Plaintiff would remain gainfully employed with his

earning capacity undisturbed and business reputation intact.

1617. It was a foreseeable, natural, direct, and intended consequence of the Count 5

Defendants' scheme that conspirators would need to engage in coverup and, in some cases,

retaliate against employees who might expose the Count 4 conspiracy, such as the Plaintiff.

1618. Therefore, pursuant to the civil remedy provisions of 18 U.S.C. § 1964(c), the

Plaintiff is thereby entitled to recover treble damages, together with the costs of this suit and

reasonable attorneys' fees.

526 Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 28 of 351 Page ID #:528

1619. Pursuant to the civil remedy provisions of 18 U.S.C. § 1964(c), the Plaintiffis

entitled to recover treble damages, together with the costs of this suit and reasonable attorneys'

fees.

SIXTH CAUSE OF ACTION Cal. Civ. Code § 51(fl73a (Discrimination based on failure to provide reasonable accommodation under 42 U.S.C.§ 12112(a) as incorporated by Cal. Civ. Code § 51(fl)

1620. Paragraphs 1-1619 are incorporated by reference as if fully set forth herein.

1621. Further, Cal. Civ. Code § 51(~ provides

(~ A violation of the right of any individual under the federal Americans with Disabilities Act of 1990...shall also constitute a violation ofthis section. 735

1622. The Americans with Disabilities Act of 1990 is codified within Title 42, Chapter

126, §§ 12101-12213.

1623. Section 12112(a) of Title 42 of the United States Code provides

No covered entity shall discriminate against a qualified individual on the basis of disability in regard to job application procedures, the hiring, advancement, or discharge of employees, employee compensation, job training, and other terms, conditions, and privileges ofemployment.

1624. In pertinent, 42 U.S.C.A. § 12111(2) defines the term "covered entity" as "an

employer, employment agency, labor organization, or joint labor-management committee."

1625. In pertinent part, 42 U.S.C.A. § 12111(5) provides

'3a The Plaintiff and Paul Hastings selected California law to govern the resolution of disputes arising out ofthe employment agreement. Employee Confidentiality and Invention Assignment Agreement, at 10; Confidentiality/Work Product Retrieval, at 14. '3s Cal. Civ. Code § 51(fl. 527 Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 29 of 351 Page ID #:529

The term "employer" means a person engaged in an industry affecting commerce who has 1S or more employees for each working day in each of 20 or more calendar weeks in the current or preceding calendar year, and any agent ofsuch person[.J

1626. Here, Paul Hastings is such "a person," as it is an international law firm

employing over approximately 900 attorneys for each working day in each of 20 or more

calendax weeks in the current or preceding calendar year.

1627. In addition, the following partner and senior attorney defendants are agents of

Paul Hastings: (i) Mr. Despins;(ii) Ms. Plaskon; (iii) Mr. Harris;(iv) Ms. Saban;(v) Mr.

Bernstein; and (iv) Mr. Bongartz.

1628. Thus, as "an employer," Paul Hastings and the reference partners and senior

attorney each qualify as a "covered entity" for the purposes of 42 U.S.C.A. § 12112(a).

1629. Further, 42 U.S.C.A. § 12111(8) states

The term "qualified individual"means an individual who, with or without reasonable accommodation, can perform the essential functions ofthe employment position that such individual holds or desires. For the purposes ofthis subchapter, consideration shall be given to the employer'sjudgment as to whatfunctions ofa job are essential, and if an employer has prepared a written description before advertising or interviewing applicants for the job, this description shall be considered evidence of the essentialfunctions ofthe job. 736

1630. Here, the Plaintiff is an individual who performed the essential functions of the

employment position of a law clerk and first year associate, which primarily include the abilities

to conduct legal research, prepare legal analysis, and draft legal documents. Such abilities are

demonstrated by the following evidence:(i) the affidavit signed by the Honorable Robert D.

Drain stating the Plaintiff was an "excellent"judicial clerk from 2016-2017;(ii) the affidavit

signed by Mr. Maza stating that the Plaintiff's work performance at Paul Hastings was

'36 42 U.S.C.A. § 12111(8)(2018). 528 Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 30 of 351 Page ID #:530

"satisfactory"; (iii) the fact that Paul Hastings has material relied upon research produced by the

Plaintiff;(iv) the fact that Plaintiff was tasked with important assignments, including being

assigned with writing the first drafts of a certain complaint, a certain objection, and certain

correspondence with the Official Committee of Unsecured Creditors and the Oversight Board in

the title III and title VI proceedings of the Commonwealth of Puerto Rico and its various

instrumentalities, including the Government Development Bank (the "GDB"); and (v)the fact

that the Plaintiff was published in a prestigious bankruptcy journal, i.e., Norton Journal of

Bankruptcy Law and Practice;73~ (vi) the complimentary email sent by the Editor-in-Chief of

Norton Journal of Bankruptcy Law and Practice, Richard Lieb ("Mr. Lieb"); and (vii) the fact the

Plaintiff was asked by the Editor-in-Chief to write another article for Norton.738

1631. In addition, 42 U.S.C.A. § 12112(b)(5)(A) states that the term "discriminate

against a qualified individual on the basis of disability" includes

not making reasonable accommodations to the known physical or mental limitations of an otherwise qualified individual with a disability who is an applicant or employee, unless such covered entity can demonstrate that the accommodation would impose an undue hardship on the operation of the business of such covered entity.

1632. Here, the Plaintiff requested a reasonable accommodation of an individual office

after experiencing considerably difficulty concentrating while stationed in the clustered cubicle

area to Ms. Plaskon, Ms. Artese, and Ms. Savage.

1633. The Plaintiff desired an office because he wished to minimize distractions and,

based on his previous experience at the Federal Judiciary, he knew that having an office enabled

'73 Hereinafter, "Norton". 738 Due to be published in April. 529 Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 31 of 351 Page ID #:531

the Plaintiff to increase his productivity and the quality of his work product. The Plaintiff

informed Ms. Plaskon, Ms. Artese, and Ms. Savage of said experience.

1634. Paul Hastings, by and through Ms. Savage, refused to provide the Plaintiff a

reasonable accommodation in providing an office because (i) there were ample vacant offices in

the New York office throughout the Plaintiffs tenure at Paul Hastings, especially in the final

four months; and, as such,(ii) providing an office to the Plaintiff could not have imposed an

undue hardship on Paul Hastings. Therefore, Paul Hastings committed acts of discrimination

against the Plaintiff in violation of 42 U.S.C. § 12112(a) and therefore stands in violation of Cal.

Civ. Code § 51(x.

SEVENTH CAUSE OF ACTION Cal. Gov't Code § 12940(a) (Discrimination based on failure to provide reasonable accommodation under Cal. Gov't Code § 12940(a))

1635. Paragraphs 1-1634 are incorporated by reference as if fully set forth herein.

1636. In pertinent part, Cal. Gov't Code §§ 12940(a),(m), and (n)739 provide

It is an unlawful employment practice, unless based upon a bona fide occupational

qualification...

(a) For an employer, because of the... mental disability, [orJ medical condition...of any person...to discharge the person from employment or... to discriminate against the person in

739 See Cal. Gov't Code § 12940.3 (providing, among other things, the legislative intent behind implementation of Americans with Disabilities Act through the enactment ofthe implementing FEHA provisions)

The Legislature intends that all employers, including employers of 5 to 14, inclusive, employees, voluntarily comply with the requirements of Title 1 of the Americans with Disabilities Act of 1990 (Public Law 101-336) so that persons with mental disabilities can participate fully in the employment opportunities provided to all Californians.

530 Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 32 of 351 Page ID #:532

compensation or in terms, conditions, or privileges of employment.... 740

(m)(1) For an employer or other entity covered by this part to fail to make reasonable accommodation for the known physical or mental disability of an applicant or employee. Nothing in this subdivision or in paragraph (1) or (2) of subdivision (a) shall be construed to require an accommodation that as demonstrated by the employer or other covered entity to produce undue hardship, as defined in subdivision (u) ofSection 12926, to its operation.

(n) For an employer or other entity covered by this part to fail to engage in a timely, good faith, interactive process with the employee or applicant to determine effective reasonable accommodations, if any, in response to a request for reasonable accommodation by an employee or applicant with a known physical or mental disability or known medical condition.74 ~

1637. Further, Cal. Gov't Code § 12926(d) provides that the term "Employer," among

other things,"includes any person regularly employing five or more persons, or any person

acting as an agent of an employer, directly or indirectly[.]"742 Here, Paul Hastings qualifies as an

"employer" for the purposes of § 12940.

1638. Under FEHA,a mental or psychological disorder or condition limits a major life

activity if it makes the achievement of the major life activity difficult.

1639. "Major life activities" shall be broadly construed and shall include physical,

mental, and social activities and working.743

1640. Additionally, the California legislature expressed its intent that, although the

Americans with Disability Act "provides a floor of protection," FEHA was meant to liberally

broaden those protection by "affording additional protections."

Sao Cal. Gov't Code § 12940(a). 741 Cal. Gov't Code § 12940. '4Z Cal. Gov't Code § 12926(d). 'a3 Cal. Gov't Code § 12926(j)(2018). 531 Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 33 of 351 Page ID #:533

1641. Here, the Plaintiff has ADHD, which is an intellectual disability that limits major

life activities such as work. These limitations include, among others, the ability to sustain

concentration. The Plaintiff's condition therefore makes it extremely difficult to create legal

work-product in noisy environments.

1642. Furthermore, Cal. Gov't Code § 12926(p) defines "[r]easonable accommodation"

as including

Making existing facilities used by employees readily accessible to, and usable by, individuals with disabilities. Other accommodations include job restructuring, part-time or modified work schedules, reassignment to a vacant position, acquisition or modification of equipment or devices, adjustment or modifications of examinations, training materials or policies, the provision of qualified readers or interpreters, and other similar accommodationsfor individuals with disabilities.744

1643. Furthermore, Cal. Gov't Code § 12926(u) provides

"Undue hardship" means an action requaring significant difficulty or expense, when considered in light of the following factors: [iJ the nature and cost ofthe accommodation needed; [iiJ the overall financial resources ofthe facilities involved in the provision ofthe reasonable accommodations, the number ofpersons employed at the facility, and the effect on expenses and resources or the impact otherwise of these accommodations upon the operation of the facility; [iiiJ the overall financial resources of the covered entity, the overall size of the business ofa covered entity with respect to the number ofemployees, and the number, type, and location ofits facilities; [ivJ the type of operations, including the composition, structure, andfunctions ofthe workforce ofthe entity; and [vJ the geographic separateness or administrative orfiscal relationship of thefacility orfacilities. 74S

1644. Here, there was no undue hardship in prospect or reality because Paul Hastings

New York Office had ample available offices and denied the Plaintiff's reasonable

accommodation request based on its "policy" alone. The nature of the accommodation was

~aa Cal. Gov't Code § 12926(p). gas Cal. Gov't Code § 12926(u). 532 Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 34 of 351 Page ID #:534

reasonable, as it is standard practice, even sans disability, to provide attorneys with their own

offices to ensure they remain undisturbed while performing their duties. Further, the

accommodation would have come at no cost since Paul Hastings had available offices which

could have served as the Plaintiff's reasonable accommodation. Moreover, Paul Hastings

financial resources are immense, considering its revenues were around $1 billion in 2018.

Finally, there were open offices on the 29th floor, which houses the bankruptcy group, but also

on other floors which Paul Hastings occupies, so the administrative disturbance in facilitating the

request would have been minimal if not nonexistent. Thus, Paul Hastings would not have

suffered an undue burden is providing the Plaintiff with his reasonable accommodation request.

And, therefore, Paul Hastings unreasonably denied the Plaintiffls reasonable accommodation

request, an act of discrimination, and thereby violated and continues to violate Cal. Gov't Code

§ 12940.

EIGHTH CAUSE OF ACTION Cal. Gov't Code § 12940(1) (Aiding and abetting acts of discrimination and harassment)

1645. Paragraphs 1-1645 are incorporated by reference as if fully set forth herein.

1646. Cal. Gov't Code § 12940(1) makes it unlawful "for any person to aid, abet, incite,

compel, or coerce the doing of any of the acts forbidden under this part, or to attempt to do so."

1647. Paul Hastings, by refusing to provide the plaintiff with information related to the

invasive monitoring program, at a minimum, aided and abetted acts of discrimination and

harassment.

533 Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 35 of 351 Page ID #:535

NINTH CAUSE OF ACTION Cal. Gov't Code § 12940(j)(1) (Failure to take all reasonable steps to prevent harassment from occurring)

1648. Paragraphs 1-1647 are incorporated by reference as if fully set forth herein.

1649. Cal. Gov't Code § 12940(j) states that it is an "unlawful employment practice,

unless based upon a bona fide occupational qualification...

For an employer...or any other person, because of... mental disability, ~orJ medical condition...to harass an employee[.) Harassment ofan employee... shall be unlawful ifthe entity, or its agents or supervisors, knows or should have known of this conduct and fails to take immediate and appropriate corrective action ....In reviewing cases involving the acts of nonemployees, the extent of the employer's control and any other legal responsibility that the employer may have with respect to the conduct ofthose nonemployees shall be considered. An entity shall take all reasonable steps to prevent harassmentfrom occurring. Loss of tangible job benefits shall not be necessary in order to establish harassment....An employee of an entity subject to this subdivision is personally liable for any harassment prohibited by this section that is perpetrated by the employee, regardless of whether the employer or covered entity knows or should have known ofthe conduct andfails to take immediate and appropriate corrective action.746

1650. Under California law, one indicia of discrimination is that other employees who

are not in a plaintiffs protected class were treated more favorably by the employer.'74

1651. Here, Paul Hastings refused to provide the Plaintiff with any information

concerning with whom it had disclosed information related to the Plaintiff's employment

dispute. This refusal continued even after the Plaintiff informed managing partner Stephen

Harris that the Plaintiff felt under duress and that he was in harm's way as a result of the invasive

76 Cal. Gov't Code § 12940 '74 Rubadeau v. M.A. Mortenson Co., No. 1:13-CV-339 AWI JLT, 2013 WL 3356883, at *5 (E.D. Cal. July 3, 2013)(citingSchechner v. KPIX—Tv&CBS Broad., Inc. 686 Fad 1018, 1023 (9th Cir.2012)). 534 Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 36 of 351 Page ID #:536

monitoring program and the invasion of privacy committed by the Law Office of James G.

McCarney. Therefore, Paul Hastings violated and continues to violate Cal. Gov't Code

§ 12940(j)(1).

TENTH CAUSE OF ACTION Cal. Lab. Code § 1102.5(b) (Retaliation for Whistleblowing pursuant to Cal. Lab. Code § 1102.5748)

1652. Paragraphs 1-1651 are incorporated by reference as if fully set forth herein.

1653. Cal. Lab. Code § 1102.5(b) provides

An employer, or any person acting on behalfof the employer, shall not retaliate against an employee for disclosing information...to a person with authority over the employee or another employee who has the authority to investigate, discover, or correct the violation or noncompliance...if the employee has reasonable cause to believe that the information discloses a violation ofstate orfederal statute, or a violation of or noncompliance with a local, state, or federal rule or regulation, regardless of whether disclosing the information is part ofthe employee'sjob duties.749 Aso

~aa Cal. Lab. Code § 1102.6 In a civil action or administrative proceeding brought pursuant to Section 1102.5, once it has been demonstrated by a preponderance ofthe evidence that an activity proscribed by Section 1102.S was a contributingfactor in the alleged prohibited action against the employee, the employer shall have the burden of proof to demonstrate by clear and convincing evidence that the alleged action would have occurredfor legitimate, independent reasons even if the employee had not engaged in activities protected by Section 1102.S.

)• 'a9 Cal. Lab. Code § 1102.5 (West). Aso See also Cal. Lab. Code § 1.102.6 In a civil action or administrative proceeding brought pursuant to Section 1102.S, once it has been demonstrated by a preponderance ofthe evidence that an activity proscribed by Section 1102.S was a contributingfactor in the alleged prohibited action against the employee, the employer shall have the burden of proof to demonstrate by clear and convincing evidence that the alleged action would have occurredfor legitimate, independent reasons even if the employee had not engaged in activities protected by Section 1102.S.

F~~i Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 37 of 351 Page ID #:537

1654. Here, the Plaintiff informed Defendants Andrew Tenzer and Zachary Zwillinger

of his concerns that Paul Hastings, in its representation of the UCC in Puerto Rico, that it had

failed to cite the controlling authority concerning violations of constitutional debt limits. When

the Plaintiff was unlawfully discharged, the decision to do so by the partners was made, in part,

based on this episode and the Plaintiff's seeking to correct the legal and ethical violation. The

Plaintiff's unlawful discharge, therefore, was an act of retaliation in violation of Cal. Lab. Code

§ 1102.5(b). In addition, Paul Hastings retaliated against the Plaintiff as a consequence of his

sending the August 2018 Whistleblower Email as Paul Hastings, among other things,(i)

concocted a false story that he had been previously fired on August 22, 2018, a falsehood

communicated by Marc Bernstein to the Plaintiff during the September 3, 2018 phone call;(ii)

refused to pay his earned but unpaid salary due to him; and (iii) either initiated or failed to take

reasonable steps to end the invasive monitoring program. These acts constitute retaliatory acts

and, therefore, Paul Hastings violated and continues to violate Cal. Lab. Code § 1102.5(b).

ELEVENTH CAUSE OF ACTION Cal. Civ. Code § 52.1(a),(b) (Violations of the Thomas Bane Act)

1655. Paragraphs 1-1654 are incorporated by reference as if fully set forth herein.

1656. In relevant part, Cal. Civ. Code § 52.1(a),(b) provides

(a) If a person or persons, whether or not acting under color of law, interferes by threat, intimidation, or coercion, or attempts to interfere by threat, ~S~intimidation, or coercion, with the exercise or enjoyment by any individual or individuals of rights secured by the Constitution or laws of the United States, or of the rights secured by the Constitution or laws of this state, the Attorney General, or any district attorney or city attorney may bring a civil action for injunctive and other appropriate equitable relief in the name of the people of the State of California, in order to protect

536 Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 38 of 351 Page ID #:538

the peaceable exercise or enjoyment of the right or rights secured....

(b) Any individual whose exercise or enjoyment of rights secured by the Constitution or laws of the United States, or of rights secured by the Constitution or laws of this state, has been interfered with, or attempted to be interfered with, as described in subdivision (a), may institute and prosecute in his or her own name and on his or her own behalfa civil actionfor damages, including, but not limited to, damages under Section 52, injunctive relief, and other appropriate equitable reliefto protect the peaceable exercise or enjoyment ofthe right or rights secured, including appropriate equitable and declaratory relief to eliminate a pattern or practice ofconduct as described in subdivision (a).

1657. As distilled by the California 4th District Court,

The essence ofa claim under the Tom Bane Civil Rights Act is that the defendant, by the specified improper means of threats, intimidation or coercion, tried to or did prevent the plaintifffrom doing something he or she had the right to do under the law or to force the plaintiff to do something that he or she was not required to do under the law. Cal. Civ. Code ~ 52.1.752

1658. Here, Paul Hastings violated or attempted to violate numerous statutory and

constitutional rights of the Plaintiff. First, Paul Hastings sought to coerce the Plaintiff by means

of imposing financial distress into signing the so-called resignation agreement which included an

overbroad gag clause. Pursuant to its express terms, the gag clause prohibits the Plaintiff from

ever making any negative comments in relation to any current or former partners, associates, or

employees. The legal effect of such a gag clause would have interfered the Plaintiff's ability to

exercise freedom of expression. Second, Paul Hastings, either intentionally or by gross

negligence, was complicit in a campaign of intimidation by means of the.unlawful invasive

monitoring program described above.

'SZ Yenegas v. County ofLos Angeles, 32 Ca1.4th 820, 841-843, 11 Cal.Rptr.3d 692, 87 P.3d 1 (4th Dist. 2004). 537 Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 39 of 351 Page ID #:539

TWELFTH CAUSE OF ACTION (Declaration that certain Defendants caused "oppression" by subjecting the Plaintiff to cruel and unjust hardship in conscious disregard of Plaintiff s rights pursuant to Cal. Civ. Code § 3294)

1659. Paragraphs 1-1658 are incorporated by reference as if fully set forth herein.

1660. Under Cal. Civ. Code § 3294(c)(2), "[o]ppression" is defined as "despicable

conduct that subjects a person to cruel and unjust hardship in conscious disregard of that person's

rights."

1661. Based on the facts established in all other counts, it is submitted that certain

Defendants oppressed the Plaintiff.

THIRTEENTH CAUSE OF ACTION (Conspiracy to commit slander pursuant to Cal. Civ. Code § 1714)

1662. Paragraphs 1-1661 are incorporated by reference as if fully set forth herein.

1663. Cal. Civ. Code § 1714 provides that

Everyone is responsible, not onlyfor the result ofhis or her willful acts, but also for an injury occasioned to another by his or her want of ordinary care or skill in the management of his or her property or person, except so far as the latter has, willfully or by want ofordinary care, brought the injury upon himselfor herself.

1664. California courts have read this provision as creating a cause of action for

conspiracy to commit libe1,~53

1665. In order to establish liability based on conspiracy, the plaintiff must show the

defendant and at least one other concurred in the tortious scheme with knowledge of its unlawful

purpose.754 The requisite concurrence and knowledge may be inferred from the nature of the acts

753 Fan v. Bramblett, 132 Cal. App. 2d 36,47, 281 P.2d 372, 379(1955), disapproved of by Field Research Corp. v. Superior Court of City &Cry. of San Francisco, 71 Cal. 2d 110, 453 P.2d 747(1969). 'S4 Ahrens v. Superior Court, 197 Cal.App.3d 1134, 1150, 243 Cal.Rptr. 420(Cal. 1988). 538 Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 40 of 351 Page ID #:540

done, the relation of the parties, the interests of the alleged conspirators as well as other

circumstances.~55

1666. Here, it has been established that Paul Hastings, and likely other co-conspirators,

engaged in a program of defamation against the Plaintiff. This program included, without

limitation, Plaskon publishing to Newman that there had been "a series of negative reviews"

about the Plaintiff, which she knew was substantively false. It also includes defamatory

statements made by Paul Hastings and other co-conspirators about the Plaintiff to other law

firms, such as Moore &Van Allen, resulting in the withdrawal of interest in interviewing the

Plaintiff.

FOURTEENTH CAUSE OF ACTION (Intentional Infliction of Emotional Distress)

1667. Paragraphs 1-1666 are incorporated by reference as if fully set forth herein.

1668. Under California law, to establish a prima facie claim for intentional infliction of

emotion distress, the Plaintiff must plead the following:(1) extreme and outrageous conduct by

the defendant with the intention of causing, or reckless disregard of the probability of causing,

emotional distress;(2) the plaintiffs suffering severe or extreme emotional distress; and (3)

actual and proximate causation of the emotional distress by the defendant's outrageous

conduct...."

1669. To satisfy the "extreme and outrageous" prong, the conduct alleged must "be so

extreme as to exceed all bounds of that usually tolerated in a civilized community."756 In Alcorn

ass Chicago Title Ins. Co. v. Great Western Financial Corp.,69 Ca1.2d 305, 316, 70 Cal.Rptr. 849, 444 P.2d 481 (Cal. 1968). 'sb Light v. Dept ofParks &Recreation, 14 Cal. App. 5th 75, 102, 221 Cal. Rptr. 3d 668,691 (Ct. App. 2017)("The trier of fact could conclude this conduct was extreme and outrageous (especially in light of[the Defendant's] supervisory position), taken for purposes of retaliation prohibited by FEHA,and intended to cause [the Plaintiff) emotional distress:'). 539 Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 41 of 351 Page ID #:541

v. Anbro Engineering, Inc., the California Supreme Court recognized that, owing to the

employer's standing in a position or relation of authority over the plaintiff,

The cases and commentators have emphasized the signifacance of the relationship between the parties in determining whether liability should be imposed. Plaintiffs status as an employee should entitle him to a greater degree ofprotection from insult and outrage than ifhe were a stranger to defendants. ~S~

1670. Here, Paul Hastings and certain partners and agents of Paul Hastings abused its

position of authority by seeking to coerce the Plaintiff into resigning as part of a fraudulent and

unlawful scheme to deprive the Plaintiff of his rights under disability and whistleblower statutes.

Paul Hastings refused to tell the Plaintiff, after his apparent "last day" on August 22, whether or

not he remained an employee of Paul Hastings. This uncertainty generated much arixiety and

stress in the Plaintiff, as a reasonable person might expect. The refusal for Paul Hastings to

inform the Plaintiff of his employment status is particularly egregious given Paul Hastings was

aware that the Plaintiff was admitted into NYU Emergency Room on August 22 as a result of a

series of acute arixiety attacks. In addition, it is further submitted that the following facts, taken

together, demonstrate Paul Hastings "outrageous and extreme" conduct:

• Plaskon's act of defamation against the Plaintiff published to Mr. Newman;

• Plaskon's solicitation of negative comments about the Plaintiff in bad faith under the

guise of conducting genuine performance reviews;

• Despins various misrepresentations at the August 15 and 16 meetings, including the

blatant falsehood that the partners had not contacted any junior associates in forming

their decision (which they had) and the falsehood that Despins and Plaskon had nothing

to gain by forcing the Plaintiff to resign;

'75 Alcorn v. Anbro Eng'g, Inc., 2 Cal. 3d 493,499 FN. 2(Cal. 1970). 540 Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 42 of 351 Page ID #:542

• Paul Hastings unlawfully depriving the Plaintiff of his health care benefits without notice,

especially considering Paul Hastings was aware that the Plaintiff had been admitted into

NYU Emergency Room on 8/22/18 and was also aware that the Plaintiff saw a doctor and

was on medication as part of his ADHD treatment;

• Paul Hastings knew the plaintiff was diagnosed and treated for ADHD and also knew that

the Plaintiff had been treated on account of a series of acute anxiety attacks on August

22.~sa.

• Certain partners and employees of Paul Hastings conceived and implemented a

fraudulent narrative that the Plaintiff had received a "series of negative reviews," based in

large part on a fabricated story that the Plaintiff had himself attempted to "hid controlling

authority" ;

• Paul Hastings refused to provide the Plaintiff with information regarding the disclosure of

their ongoing employment dispute to third parties, even after being told that the Plaintiff

was convinced that he was subject to an aggressive surveillance program or programs.

• Bernstein's post hoc misrepresentation that the Plaintiff"had been fired" on August 22,

despite the fact that Despins and Plaskon resolutely denied that the Plaintiff was being

fired at the 8/15/18 meeting and despite the fact Paul Hastings did not notify the Plaintiff

of such his "firing" until September 3;

• Paul Hastings, by and through Mark Bernstein and Alfred Feliu, initiated and perpetuated

bad faith negotiations, which had the effect of protracting and intensifying the Plaintiffls

economic distress; and

75S Alcorn, 2 Cal. 3d at 499(Cal. 1970)("Plaintiffs susceptibility to emotional distress has often been mentioned as significant in determining liability.").

541 Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 43 of 351 Page ID #:543

• Paul Hastings' deliberate imposition of economic distress caused the Plaintiff to seek

chapter 11 protection.

1671. It is submitted that, to a reasonable person,(1) the conduct of Defendant Paul

Hastings, the Law Office of James G. McCarthy, and other involved defendants is extreme and

outrageous conduct;(2) the defendants' conduct was animated with an intention of causing, or

reckless disregard of the probability of causing, emotional distress to the Plaintiff to coerce the

Plaintiff into signing the proposed resignation agreement and then the proposed settlement

proposals;(3) the plaintiffs suffered severe or extreme emotional distress evinced by his visit to

NYU's Emergency Room, that he had to flee New York, and that the Plaintiff was required to

file for a chapter 11 petition for bankruptcy relief; and (4) but for the extreme and outrageous

conduct, the Plaintiff would not have suffered the emotional distress described, and the

emotional distress suffered by the Plaintiff is of the kind that the law seeks to protect against.

FIFTEENTH CAUSE OF ACTION (Promissory Estoppel)

1672. Paragraphs 1-1671 are incorporated by reference as if fully set forth herein.

1673. Under California law, a plaintiff may recover on a theory of promissory estoppel

when the following elements —based on a preponderance of the evidence —are established:(1) a

promise;(2) the promisor should reasonably expect the promise to induce action or forbearance

on the part of the promisee or a third person;(3) the promise induces action or forbearance by the

promisee or a third person; and (4) injustice can be avoided only by enforcement of the

promise.759

759 See Newport Harbor Venutres, LLC v. Morris Cerullo World Evangelism, 2016 WL 7427456(Cal. App. 4th Dist. 20] 6). 542 Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 44 of 351 Page ID #:544

1674. Here, Paul Hastings, by and through its agent, Mr. Bongartz, stated that Paul

Hastings offered a market competitive clerkship bonus at the Plaintiff's job interview. In

addition, Paul Hastings maintains a judicial clerk section of its website, which states "[i]n

recognition of a judicial clerk's experience, Paul Hastings provides a market competitive bonus

for U.S. Federal and State Supreme Court-based clerkships." In contrast, decisions as to whether

the judicial clerk will also receive other benefits, such as "receiving class year credit" or a "Bar

Study Benefit and Bonus," are, respectively, made on a case-by-case basis or based upon an

(implied) eligibility criteria. At the time the Plaintiff relied upon such promises when accepting

the job offer, the prevailing market clerkship bonus was $50,000 at the time the Plaintiff was

subject to these promises. These promises induced the Plaintiff to withdraw his job application

for Arent Fox. It is submitted that injustice can only be avoided by enforcement of these

promises to pay a market competitive bonus of $50,000 because Paul Hastings materially

benefitted from the Plaintiff's reliance on its promises to pay the market competitive bonus,

including the skills and knowhow that inures to an attorney during such a clerkship, as well as

the reputationa1760 and goodwi11~61 benefits of having a former federal bankruptcy clerk in its

restructuring group.

1675. Objectively, this would serve to induce the promisor to accept the offer to hire

and to forebear (i.e., withdraw)from other job opportunities. Third, the promise did induce the

plaintiff to withdraw his application from Arent Fox. To avert injustice, the promise to pay the

clerkship bonus must be paid since an objective reasonable person would have been induced by

the promise and the plaintiff acted accordingly.

~bo It is generally known that judicial clerks are highly coveted by law firms as evidenced by judicial clerk specific web pages, such as Paul Hastings. 761 Given the experience,judicial clerks are presumed to have a high level of expertise and be well trained. 543 Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 45 of 351 Page ID #:545

FIFTHTEENTH CAUSE OF ACTION (Conversion of vested property right in earned but unpaid salary)

1676. Paragraphs 1-1675 are incorporated by reference as if fully set forth herein.

1677. Under California law, a plaintiff establishes a prima facie case for conversion

when by demonstrating the following elements:(i) allegations of plaintiffs ownership or right to

possession of property;(ii) defendant's wrongful act toward or disposition of the property,

interfering with plaintiffs possession; and (iii) damage to plaintiff.762 Where there is "a specific,

identifiable sum involved," money may be the subject of conversion cause of action.763

1678. Here, assuming for the sake of argument that Kelloff's August 27, 2018, text

messages put the Debtor on legal notice of his termination (a proposition. not conceded here),

then, at the very earliest, the Debtor's termination took place on August 27, 2018 and the

Plaintiff is thus entitled, at a minimum,to the earned but unpaid salary through that date, which

approximately amounts to $2,353.76. Instead, the final payment of salary received by the Debtor

from Paul Hastings on August 30, 2018, for that pay period was $1,009.98. Therefore, at a

minimum, the Plaintiffhas a vested property right in $1,343.78 in earned but unpaid salary that

Paul Hastings is required to turnover.

1679. Paul Hastings is currently in possession of and exercising.control over property of

the Plaintiff.764 Under California law, employees have a vested property right in earned but

unpaid salary.765 While the actual amount is subject to change because a court must determine

'bZ See McKell v. Washington Mut., Inc., 142 Cal. App. 4th 1457, 1491, 49 Cal. Rptr. 3d 227, 255 (Cal. App. 4th 2006)(citing Burlesci v. Petersen, 68 Ca1.App.4th 1062, 1066, 80 Ca1.Rptr.2d 704(Cal. App. 4th 1998)). '63 1d at 1492. 'ba 11 U.S.C. § 541(a)(1)(providing that property of the estate includes "all legal or equitable interests of the debtor [wherever located and by whomever held] in property as of the commencement ofthe case"). '6sCal. Lab. Code § 201(a)("If an employer discharges an employee, the wages earned and unpaid at the time of discharge are due and payable immediately."); see also Reyes v. Van Elk, Ltd., 148 Cal. App. 4th 604,612, 56 Cal. Rptr. 3d 68, 73(2007) ("Earned but unpaid salary or wages are vested property rights."); Loehr v. Ventura Cty. Cmty. Coll. Dist., 147 Cal. App. 3d 1071, 1080, 195 Cal. Rptr. 576, 581 (Ct. App. 1983)("Earned but unpaid salary 544 Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 46 of 351 Page ID #:546

on what exact day Paul Hastings legally terminated the employment relationship,766 at a

minimum, Paul Hastings is in possession of $1,343.78 in earned but unpaid salary of which the

estate holds a vested property interest.

SIXTEENTH CAUSE OF ACTION (Tort for violation of implied duty of good faith in investigating claims)

1680. Paragraphs 1-1679 are incorporated by reference as if fully set forth herein.

1681. There is an implied covenant of good faith and fair dealing in every contract that

neither party will do anything which will injure the right of the other to receive the benefits of

the agreement.~~' Under California law, a breach of the implied covenant of good faith and fair

dealing is imposed by law, and is thus considered a tort.768

1682. Here, Paul Hastings breached the implied covenant of good faith and fair dealing

in relation to the Employment Agreement. First, Paul Hastings willfully withheld payment of

disability benefits owed to the Plaintiff. Second, Paul Hastings acted in bad faith because (i)

Paul Hastings knew or should of knew that the Plaintiff had valid disability claims since the

Plaintiff informed Paul Hastings that he went to the emergency room for a series of acute anxiety

attacks six days after the Second Meeting;(ii) Paul Hastings knew or should of knew of the

extent and severity of the Plaintiff s injury once he provided pictures of Plaintiff's coughed up

blood; and (iii) Paul Hastings managing partner, Mr. Harris, was informed by the Plaintiff of the

or wages are vested property rights, claims for which may not be properly characterized as actions for monetary damages."); and Arceo v. Cty. ofSan Mateo, 2010 WL 4609272, at *3(N.D. Cal. Nov. 3, 2010)(following Loehr). '66 Cal. Lab. Code § 2922(2018 West)("Termination at will upon notice...An employment, having no specified term, may be terminated at the will of either party on notice to the other.")(emphasis added). '76 Comunale v. Traders &Gen. Ins. Co., 50 Cal. 2d 654,658, 328 P.2d 198, 200(Cal. 1958). 768 Richardson v. Employers Liab. Assur. Corp., 25 Cal. App. 3d 232, 239, 102 Cal. Rptr. 547, 552 (Ct. App. 1972), disapproved ofby on other grounds Greenberg v. Aetna lns. Co.,9 Cal, 3d 566, 510 P.2d 1032(Cal. 1973)("Breach ofthis duty is a tort.")(cited by Wayne Merritt Motor Lo. v. New Hampshire Ins. Lo., 2011 WL 5025142, at *5 (N.D. Cal. 2011). 545 Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 47 of 351 Page ID #:547

invasive monitoring program targeting the Plaintiff and failed to even respond to requests for

information relating to disclosures of the Employment Dispute with third parties.

SEVENTEENTH CAUSE OF ACTION (Negligence per se for failure to provide notification of coverage options upon termination of employment in violation of Cal. Lab. Code § 2808(b))

1683. Paragraphs 1-1682 are incorporated by reference as if fully set forth herein.

1684. Cal. Lab. Code § 2808(a) provides

(b) All employers, whether public or private, shall provide to employees, upon termination, notification of all continuation, disability extension, and conversion coverage options under any employer-sponsored coverage for which the employee may remain eligible after employment with that employer terminates.769

1685. Here, Paul Hastings failed to provide such notification upon termination. Rather,

Paul Hastings belatedly mailed the Plaintiff notification of continuation and conversion coverage

on October 15. Moreover, the did not learn of the mailings existence until Mr. Feliu responded

to an informational request from the Plaintiff on December,6, 2018. Further, Paul Hastings was

aware that the Plaintiff had relocated to California and made no effort to ensure that the mailing

would be sent to him in California rather than New York. Such a statute is enacted to protect

individuals made vulnerable from the abrupt termination of their employment from the kind of

uncertainty and a~iety that accompanies the unexpected loss of healthcare benefits. Plaintiff is

also one of the individuals, a discharged employee without other health care resources, that the

statute seeks to protect. More specifically, Paul Hastings abruptly discontinued the Plaintiff's

health care benefits. The Plaintiff was not provided 15-days notice in writing of the

discontinuation of Mr. Bernstein's dated September 3, 2018, the Plaintiff's employment

'69 Cal. Lab. Code § 2808(a)(emphasis added). 546 Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 48 of 351 Page ID #:548

relationship with Paul Hastings ended on September 13. Paul Hastings failed to pay the Plaintiff

for the period from August 23rd to September 13. attempts to protect from such financial

distress.

EIGHTHTEEN CAUSE OF ACTION (Intrusion into private matters cause of action)

1686. Paragraphs 1-1685 are incorporated by reference as if fully set forth herein.

1687. Under California law, a plaintiff may recover on an intrusion-into-private-matters

cause of action when it is established that the defendant intentionally intruded into a private

place, conversation, or matter in a manner highly offensive to a reasonable person.70 Further,"to

prove actionable intrusion, the plaintiff must show the defendant penetrated some zone of

physical or sensory privacy surrounding, or obtained unwanted access to data about, the plaintiff.

The tort is proven only if the plaintiff had an objectively reasonable expectation of seclusion or

solitude in the place, conversation, or data. source."~~~

1688. Here, the Plaintiff had the right of possession to his apartment. The McCarney

Law Firm, by and through its agent,72 entered into the Plaintiff s apartment under false pretenses

because she presented herself as a disinterested romantic interest when, in reality, her intent and

motive were to obtain information.

NINTEENTH CAUSE OF ACTION (Defamation with actual and implied malice by per se slander)

1689. Paragraphs 1-1688 are incorporated by reference as if fully set forth herein.

70 Taus v. Loftus, 40 Cal. 4th 683, 730, 151 P.3d 1185, 1215 (2007). "'See Shulman v. Grp. W Prods., Inc., 18 Cal. 4th 200, 232, 955 P.2d 469,490 (Cal. 1998), as modified on denial of reh'g (Cal. July 29, 1998)(holding that there was no physical or sensory intrusion on the plaintiffs' seclusion where the Plaintiff had no right of ownership or possession of the property where the or reasonable expectation of seclusion given the circumstances). "Z Ms. Pednovenic's linkedln profile listed her employment as a legal assistant at the McCarney Law firm. 547 Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 49 of 351 Page ID #:549

1690. Under California law, defamation is a tort which imposes liability for acts

amounting to "an invasion of the interest in reputation." Slander is a form of defamation.773

"[O]nly statements of fact are actionable as defamation, while statements of opinion are

constitutionally protected."774 A slander per se cause of action does not require a showing of

actual damages.775

1691. Cal. Civ. Code § 46 provides a list of slander per se categories, which includes,

a false and unprivileged publication, orally uttered...which...[tJends directly to injure him in respect to his office, profession, trade or business, either by imputing to him general disqualification in those respects which the office or other occupation peculiarly requires, or by imputing something with reference to his office, profession, trade, or business that has a natural tendency to lessen its profits[.)

1692. Here, Ms. Plaskon published slander against the Plaintiff when she spoke with

Mr. Newman and told him, as a matter of fact, "there have been a series of negative reviews

about Andrew." In fact, there had not been a series of negative reviews, at least in any

meaningful regard.

1693. Rather, Ms. Plaskon created the specter that Plaintiff was plagued by "a series of

negative reviews" by actively soliciting negative comments about the Plaintiff's work

performance in a bad faith manner.

1694. At least in the case of Mr. Newman, we know Ms. Plaskon first asked Mr.

Newman about his general thoughts about the Plaintiff's work (answering,"fine,"

"satisfactory"). Ms. Plaskon then commented to Mr. Newman that "we have received a series of

"'See Regalia v. The Nethercutt Collection, 172 Cal. App. 4th 361, 367-68(Cal. App. 2nd 2009). 74 See Burri[1 v. Nair, 217 Cal. App. 4th 357, 384, 158 Cal. Rptr. 3d 332, 352(2013). ns Id. 548 Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 50 of 351 Page ID #:550

negative reviews about [the PlaintiffJ" and asked Mr. Newman whether his experience working

with the Plaintiff had been similar (answering,"no"). 776

1695. In sum, Ms. Plaskon published to Mr. Newman the falsehood that a "series" of

genuine negative reviews had been made about the Plaintiff's work performance and that the

resulting concern of the partners over the Plaintiff's ability and competency had reach such a

threshold of seriousness as to merit formal investigation into the Plaintiffls work performance.~~~

This sort of fictitious specter is the type of defamatory statement that "...[t]ends directly to injure

him in respect to his office, profession, trade or business, either by imputing to him general

disqualification in those respects which the office or other occupation peculiarly requires[.]"

1696. Further, it is submitted that the Plaintiff is a restructuring attorney and this

falsehood imputed to him "general disqualification" for work in the legal profession of

restructuring.

TWENTIETH CAUSE OF ACTION (Negligence per se relating to the willful failure to provide wages pursuant to Cal. Lab. Code § 203)

1697. Paragraphs 1-1696 are incorporated by reference as if fully set forth herein.

1698. Cal. Lab. Code § 203 relevantly provides

If an employer willfully fails to pay, without abatement or reduction, in accordance with Sections 201,778 ...[andJ 202779... any wages of an employee who is discharged or who quits, the wages

76 At the 8/16/18 meeting, Ms. Plaskon stated "we spoke with Danny," but did not mention that his review ofthe Plaintiff's work performance was generally positive. "'Significantly, Ms. Plaskon had reached this conclusion before even speaking with the attorneys that the Plaintiff had worked with the most in the previous four months, Mr. Barron and Mr. Newman. Instead, Ms. Plaskon relied on the so-called opinions of Mr. Maza and Mr. Bongartz, who had not worked with the plaintiff in a material way since March. See Wideman v. Wal-Mart Stores, Inc., 141 F.3d 1453, 1455 (11th Cir. 1998)(discussing the solicitation of negative comments in bad faith). "g Cal. Lab. Code § 201 (2018)(providing for "immediate payment of wages upon discharge or layoff; treatment of: related benefits"). 79 Cal. Lab. Code § 202(2018) (providing for "Immediate payment of wages upon resignation; treatment of related benefits). 549 Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 51 of 351 Page ID #:551

of the employee shall continue as a penalty from the due date thereof at the same rate until paid or until an action therefor is commenced; but the wages shall not continue for more than 30 days. An employee who secretes or absents himself or herself to avoid payment to him or her, or who refuses to receive the payment when fully tendered to him or her, including any penalty then accrued under this section, is not entitled to any benefit under this section for the time during which he or she so avoids payment.780

1699. In addition, Cal. Lab. Code § 201 relevantly provides, "[i]f an employer

discharges an employee, the wages earned and unpaid at the time of discharge are due and

payable immediately."781

1700. Further, Cal. Lab. Code § 206 provides

In case of a dispute over wages, the employer shall pay, without condition and within the time set by this article, all wages, or parts thereof, conceded by him to be due, leaving to the employee all remedies he might otherwise be entitled to as to any balance claimed.781

1701. Here, Paul Hastings was per se negligent for failing to provide the Plaintiff with

his earned wages, in violation of Cal. Lab. Code §§ 201. Such a statute is enacted to protect

individuals made vulnerable from the termination of their employment from the kind of panic-

inducing financial distress experienced by the Plaintiff. Plaintiff is also one of the individuals, a

discharged employee without other sources of income, that the statute seeks to protect. More

specifically, Paul Hastings abruptly ceased payment of the Plaintiffl s salary on August 22.

According to Mr. Bernstein's email dated September 3, 2018, the Plaintiffls employment

relationship with Paul Hastings ended on September 13. Paul Hastings failed to pay the Plaintiff

780 Cal. Lab. Code § 203(a)(2018). 'a' Cat. Lab. Code § 201. 'Sz Cal. Lab. Code § 206. 550 Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 52 of 351 Page ID #:552

for the period from August 23rd to September 13. attempts to protect from such financial

distress.

TWENTY-FIRST CAUSE OF ACTION (Unjust enrichment under California law)

1702. Paragraphs 1-1701 are incorporated by reference as if fully set forth herein.

1703. Under California law, an individual may be required to make restitution if he is

unjustly enriched at the expense of another.783 A person is enriched when that person receives a

benefit at another's expense.784 The term "benefit" "denotes any form of advantage." Thus, a

benefit is conferred not only when one adds to the property of another, but also when one saves

the other from expense or loss. Even when a person has received a benefit from another, he is

required to make restitution only if the circumstances of its receipt or retention are such that, as

between the two persons, it is unjust for him to retain it.

1704. Here, Paul Hastings was enriched at the expense of the Plaintiff. It was to Paul

Hastings' financial benefit to not pay the Plaintiff $50,000 clerkship bonus as promised, the

promise induced the Plaintiff to accept Paul Hastings' job offer, and the refusal to pay the

clerkship bonus came at the Plaintiffl s expense. Allowing Paul Hastings to retain the benefit

would be unjust since (i) Mr. Bongartz said that Paul Hastings offered a market competitive

bonus at the Plaintiff's job interview on July 12, 20l 7;(ii) Paul Hastings' website for judicial

clerks states it offers a market competitive bonus; and (iii) the Plaintiff relied on the promise for <~.

a clerkship bonus and yet Paul Hastings received the benefit of the Plaintiffl s services and that of

the $50,000 bonus, unjustly.

783 See Ghirardo v. Antonioli, 14 Cal. 4th 39, 51-52, 924 P.2d 996, 1003 (Cal. 1996) 784 551 Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 53 of 351 Page ID #:553

TWENTY-SECOND CAUSE OF ACTION (Negligence for causing injury and failing to prevent further harm)

1705. Paragraphs 1-1704 are incorporated by reference as if fully set forth herein.

1706. Under California common law, one who negligently injures another and renders

him helpless is bound to use reasonable care to prevent any further harm which the actor realizes

or should realize threatens the injured person.'gs

1707. Here, Faul Hastings, at a minimum, injured the Plaintiff when it subjected applied

coercive measures in effort to induce the Plaintiff to sign the so-called "Confidential Transition

and General Release Agreement." Paul Hastings knew that the Plaintiff was admitted to NYU

Langone Emergency Room due to a series of acute anxiety attacks only six days after the Second

Meeting. Paul Hastings also was informed that this caused the Plaintiff to cough of blood and

was sent pictures of such on in October 2019. Paul Hastings was also aware that the Plaintiffs

was on medication on account of his ADHD. It was not until October 15, 2018, that Paul

Hastings mailed the Plaintiff a COBRA rights notice. Nevertheless, Paul Hastings sent the

notice to the Plaintiff's New York residence, even though the Plaintiff had notified Paul Hastings

that he had moved to California. It is submitted that Paul Hastings failed to exercise reasonable

care to prevent future harm which it realized or should have realized threatened the Plaintiff

following its various unlawful acts that left the Plaintiff injured.

TWENTY-THIRD CAUSE OF ACTION (Tortious employment termination under California law)

1708. Paragraphs 1-1707 are incorporated by reference as if fully set forth herein.

gas See Brooks v. E. J. Willig Truck Transp. Co., 40 Cal. 2d 669,678-79, 255 P.2d 802, 808 (Cal. 1953); see also Carlisle v. Kanaywer, 24 Cal. App. 3d 587, 592, 101 Cal. Rptr. 246, 248 (Ct. App. 1972)(stating the rule is "well settled"); and Ramos v. Lankwan Pong,2017 WL 2793844, at *2(Cal. Ct. App. 2017). 552 Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 54 of 351 Page ID #:554

1709. Under California law, an employment relationship may generally be terminated

by either party "at will" upon notice.786 Notwithstanding this general rule, an employer may not

discharge an at will employee for a reason that violates fundamental public policy.'$' In

Stevenson v. Superior Court, the California Supreme Court recognized that a cause of action

arises for tortious employment termination when the following requirements are met:(1) It must

be delineated in a statutory or constitutional provision, administrative regulation, or mandatory

ethical rule;(2) It must be "public" in that it inuxes to the benefit of the public rather than to a

particular employer or employee;(3) It must be well established at the time of the termination;

and (4)It must be fundamental and substantial.~gg

1710. Here, it is submitted that Paul Hastings' termination of the Plaintiff violated

fundamental public policy. First, the policy against disability discrimination is delineated by

statute. Specifically, Cal. Gov't Code § 12920 provides

1711. It is hereby declared as the public policy of this state that it is necessary to protect

and safeguard the right and opportunity of all persons to seek, obtain, and hold employment

without discrimination or abridgment on account of...mental disability,[or] medical condition[.]

1712. It is recognized that the practice of denying employment opportunity and

discriminating in the terms of employment for these reasons foments domestic strife and unrest,

deprives the state of the fullest utilization of its capacities for development and advancement,

and substantially and adversely affects the interests of employees, employers, and the public in

genera1.789

786 Cal. Lab. Code § 2922(2018 West). '78 Stevenson v. Superior Court, 16 Cal. 4th 880, 887,941 P.2d 1157, 1160(Cal. 1997) 788 City ofMoorpark v. Superior Court, 18 Cal. 4th 1143, 1159,959 P.2d 752(Cal. 1998)(holding that termination based upon age discrimination in violation of FEHA constitutes tortious discharge). 789 Cal. Gov't Code § 12920(2018 West) 553 Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 55 of 351 Page ID #:555

1713. Further, Cal. Gov't Code § 12921(a) provides,"[t]he opportunity to seek, obtain,

and hold employment without discrimination because of...mental disability,[or] medical

condition...is hereby recognized as and declared to be a civil right."

1714. Thus, the public policy against disability discrimination in the workplace is

delineated by FEHA. Second, the public policy against disability discrimination benefits society

at large as there is a fundamental public interest in a workplace free from discrimination against

individuals with disabilities. In addition, the California Supreme Court in Moorpark v. Superior

Court, found that"FEHA is just one expression of a much broader policy against disability

discrimination that appears in a variety of legislative enactments."790 Third, the public policy

against disability discrimination has been embedded within FEHA since July 1, 1974791 and the

Plaintiff was discharged on September 13, 2018. Finally, the public policy is "substantial" and

"fundamental" because, among other reasons, disability discrimination may "attack the

individual's sense of self-worth" even though the employee can perform job duties as effectively

as nondisabled employees.792

TWENTY-FOURTH CAUSE OF ACTION (Declaration that certain Defendants are guilty of malice by clear and convincing evidence under Cal. Civ. Code § 3294(c)(1))

1715. Paragraphs 1-1714 are incorporated by reference as if fully set forth herein.

1716. Under Cal. Civ. Code § 3294(c)(1),"malice" is defined as "conduct that is

intended by the defendant to cause injury to the plaintiff or despicable conduct that is carried on

by the defendant with a willful and conscious disregard of the rights or safety of others."

790 See City ofMoorpark v. Superior Court, 18 Cal. 4th 1143, 1159, 959 P.2d 752(Cal. 1998)(citing statutes). 791 Stats. 1973, ch. 1189, §§ 6, 9, pp. 2501-2502. 792 Ciry ofMoorpark v. Superior Court, 18 Cal. 4th 1143, 1161, 959 P.2d 752 (Cal. 1998)("We conclude that disability discrimination can form the basis of a common law wrongful discharge claim."). 554 Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 56 of 351 Page ID #:556

TWENTY-FIFTH CAUSE OF ACTION (Declaration that degree of reprehensibility is "so vile, base, contemptible, miserable, wretched, or loathsome that it would be looked down upon and despised by ordinary decent people" under Cal. Civ. Code § 3294(c)(3))

1717. Paragraphs 1-1716 are incorporated by reference as if fully set forth herein.

1718. To determine the degree of reprehensibility of the defendant's conduct, courts

consider the following factors:

Whether the harm caused was physical as opposed to economic

Whether the tortious conduct evinced an indifference to or a reckless disregard ofthe health or safety ofothers

Whether the target ofthe conduct hadfinancial vulnerability

Whether the conduct involved repeated actions or was an isolated incident

Whether the harm was the result of intentional malice, trickery, or deceit, or mere accident.

1719. Here, here, it is submitted that the conduct of Paul Hastings and the co-

conspirators was "so vile, base, contemptible, miserable, wretched, or loathsome that it would be

looked down upon and despised by ordinary decent people" based on the facts established in

Count 5.

TWENTY-SIXTH CAUSE OF ACTION (Denial of civil rights as unlawful practice under Cal. Gov't Code § 12948)

1720. Paragraphs 1-1719 are incorporated by reference as if fully set forth herein.

1721. In pertinent part, Cal. Gov't Code § 12948 provides, "[i]t is an unlawful practice

under this part for a person to deny or to aid, incite, or conspire in the denial of the rights created

by Section Sl...of the Civil Code.793

'93 Cal. Gov't Code § 12948(2018 West). 555 Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 57 of 351 Page ID #:557

1722. Here, it is asserted that Paul Hastings — at the very least —aided the McCarney

Law Firm and/or other entities who subjected the Plaintiff to an invasive monitoring program

that aggressively followed the Plaintiff near and around the Plaintiffs apartment, while he went

to the local market or coffee shop, and during his comings and goings at and around Grand

Central Station. The Plaintiff believes that these acts were motivated, in substantial part, to deny

the Plaintiff his rights under federal and state statute and common law by intimidating him into

signing proposed resignation agreement. At a minimum, Paul Hastings aided such entities by

repeatedly failing to provide the Plaintiff with the identities of third parties with whom Paul

Hastings' disclosed information relating to the Plaintiff's employment dispute. Paul Hastings,

by and through its attorney, has denied having contacted the McCarney Law Furn.

1723. Notwithstanding such assurances, based on the above referenced circumstantial

evidence, the Plaintiff suspects Paul Hastings actually conspired with certain entities to invade

the Plaintiff s privacy in order to prevent him from enforcing his statutory and common law

rights. In addition to what was previously mentioned, this intrusion involved causing the

McCarney Law Firm to send a paralegal under its employ on a date with the Plaintiff under false

pretenses and to ask the Plaintiff, among other things, whether he had ever taken drugs onto Paul

Hastings' premises or if the Plaintiff is homosexual.

1724. Moreover, the Plaintiff informed Paul Hastings' managing partner, Mr. Harris, of

this invasion of privacy and Paul Hastings continued to refuse to provide the Plaintiff with the

identities of persons or entities it discussed the employment dispute with and, even worse,

refused to ever directly respond to the Plaintiffl s inquiries.

556 Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 58 of 351 Page ID #:558

PRAYER FOR RELIEF

WHEREFORE,the Commonwealth respectfully requests judgment as follows:

A. General and compensatory damages according to proof at trial;

B. Treble damages pursuant to 18 U.S.C. § 1964(c);

C. Punitive damages pursuant to 18 U.S.C. § 1964(c);

D. Necessary and appropriate injunctive relief, including an injunction enjoining

McKinsey RTS, McKinsey & Co., McKinsey Holdings, McKinsey US, and/or

any other McKinsey affiliates from participating as an advisor in any ongoing

bankruptcy proceedings in the United States (including the territories and

possessions thereof under Title 11 or PROMESA and any future such

proceedings in which they may seek retention as a professional;

E. Disgorgement of all moneys received by Defendants as a result of their unlawful

activities and therefrom "making due provision for the rights of innocent

persons"794 pursuant to 18 U.S.C. § 1964(a);

F. The dissolution of McKinsey RTS and MIO Partners for the purposes of

"eradicating organized crime from the social fabric"79s;

G. Granting such other and further relief as the court deems just and proper.

[SIGNATURE ON FOLLOWING PAGE]

'9a United States v. Turkette, 452'U.S. 576, 585; 101 S. Ct. 2524, 2529-30,69 L. Ed. 2d 246 (1981). ~9s Id. 557 Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 59 of 351 Page ID #:559

Dated: February 18, 2020 Respectfully Submitted, Los Angeles, California

ay: Andrew S. H igan, Esq.

558 Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 60 of 351 Page ID #:560

List ofExhibits

• Exhibit A —Listing of Affidavits Containing False and Misleading Disclosures by McKinsey • Exhibit B —Identification of Those False and Misleading Statements • Exhibit C —Transcript of the August 16, 2018 Meeting Involving the Plaintiff, Despins and Plaskon • Exhibit D — Shlomo Email Controversy Emails • Exhibit E — FEHA Right to Sue Letter Dated April 25, 2019 • E~chibit F — Kelloff Email Exchange • Exhibit G —Plaintiff's August 7, 2018 email send to himself containing notes from James Grogan phone call • Exhibit F —Email from Newman and Excerpt from Quinn Emanuel's Unfiled GDB RSA Brief • E~ibit H — Plaintiff s July 27, 2018 "Email Memo on Deposit Accounts and Loans re Title VI" • Exhibit I —Proof of Plaintiffs Earning Capacity Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 61 of 351 Page ID #:561 Case 1:18-cv-04141-JMF Document 73-1 Filed 09/04/18 Page 2 of 11

Rule 2014 Bankruatcv Disclosures Submitted by McKinsey,in Chronoloeical Order'

No. I}ate Case I~c~m~nt Nu.of ~~~~y Con~~ections Ideniified by Name 1 12/27/2001 Hayes Affidavit of Richazd K. Sykes in Support of Debtors' Application for Order under 11 U.S.C. §§ 327(a) and 328(a) and Fed. R. Bankr. P. 2014(a) Authorizing Employment and Retention of McKinsey &Company,Inc. United 0 States as Management Consultant to the Debtors Dkt. 103 2 2/13/2002 Hayes Supplemental Affidavit of Richazd K. Sykes in Support of Debtors' Application For Order Under 11 U.S.C. §§ 327(a) and 328(a) and Fed. R. Bankr. P. 2014(a) Authorizing Employment and Retention of McKinsey & 0 #:562 Company, Inc. United States as Management Consultant To The Debtors Dkt. 365 3 3/13/2002 Hayes Second Supplemental Affidavit of Richazd K. Sykes Pursuant to Order under 11 U.S.C. §§ 327(a)an d 328(a) and Fed. R. Bankr. P. 2014(a) and 2016 Authorizing Employment and Retention of McKinsey & 0 Company, Inc. United States as Management Consultant for Debtors-In Possession, Nunc Pro Tunc to the Petition Date Dkt. 479

In this chart, the term "McKinsey Connection" refers to an individual or entity named at least once as an "Interested Party" in the relevant bankruptcy, with which McKinsey had one or more connections or relationships. Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 62 of 351 Page ID Page 351 62 of Page 02/18/20 Filed 1-1 Document 2:20-cv-01582-VAP-RAO Case Case 1:18-cv-04141-JMF Document 73-1 Filed 09/04/18 Page 3 of 11

Na Date Case Uo~etment No, of ~~~~gey Co~nt~ctions Ident5ed by Name 4 12/9/2002 UAL Affidavit of Gerhard J. Bette in Support of Debtors' Application for Order under 11 U.S.C. §§ 327(a) and 328(a) and Fed. R. Bankr. P. 2014(a) Authorizing Employment and Retention of McKinsey &Company,Inc. United States as 0 Management Consultant to the Debtors (Dkt. 52) 5 2/27/2003 UAL Supplemental Affidavit of Nikolaus D. Semaca in Support of Debtors' Application for Order under 11 U.S.C. §§ 327(a) and 328(a) and Fed. R. Bankr. P. 2014(a) Authorizing Employment and Retention of McKinsey &Company, 10 Inc. United States as Management Consultant to the Debtors Dkt. 1606 6 10/27/2003 Mirant Affidavit of Kenneth J. Ostrowski in Support of Debtors' Application to Retain McKinsey &Company,Inc. United States as Management Consultant to the 0 #:563 Debtors Dkt. 1457 7 6/17/2009 Lyondell Affidavit of Thomas Hundertmark in Support of Debtors' Application for Order under 11 U.S.C. §§ 327(a) and 328(a) and Federal Rule of Bankruptcy Procedure 2014(a) Authorizing Employment and Retention of McKinsey & 0 Company, Inc. United States as Management Consultants to the DebtorsZ Dkt. 2090

2 As noted in the Amended Complaint, McKinsey US's initial disclosure affidavit in Lyondell disclosed, in a footnote, that a McKinsey partner had been a summer associate at the law firm Skadden, Arps, Meagher &Flom LLP in 2001. ~a Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 63 of 351 Page ID Page 351 63 of Page 02/18/20 Filed 1-1 Document 2:20-cv-01582-VAP-RAO Case Case 1:18-cv-04141-JMF Document 73-1 Filed 09/04/18 Page 4 of 11

Nt~. DstQ Case Doc~me~f ' Nu. of McKinsey Connections Identified by Name 8 9/15/2009 Lyondell Affidavit of Thomas Hundertmark in Support of the Application of the Debtors Pursuant to Sections 327(a) and 328(a) of the Bankruptcy Code and Rule 2014 ofthe Federal Rules of Bankruptcy Procedure for Authorization to Expand the Scope of McKinsey &Company,Inc. United States' Retention as Management 0 Consultant to the Debtors Dkt. 2752 4/4/2011 Harry & Declaration of Seth Goldstrom in Support of the Debtors' Application to Retain 9 David and Employ McKinsey Recovery &Transformation Services U.S., LLC as 0 Management Consultants Nunc Pro Tunc as of the Petition Date Dkt. 105 10 4/26/2011 Harry & Supplemental Declaration of Seth Goldstrom in Support ofthe Debtors' David Application to Retain and Employ McKinsey Recovery &Transformation #:564 Services U.S., LLC as Management Consultants Nunc Pro Tunc as ofthe 0 Petition Date Dkt. 208 1 1 6/20/2011 Harry & Second Supplemental Declaration of Seth Goldstrom in Support of the Debtors' David Application to Retain and Employ McKinsey Recovery &Transformation Services U.S., LLC as Management Consultants Nunc Pro Tunc as ofthe 1 Petition Date Dkt. 457 12 1/10/2012 AMR Declaration of Seth Goldstrom in Support of the Debtors' Application to Retain and Employ McKinsey Recovery & Transformation Services U.S., LLC, McKinsey &Company, Inc. United States, and McKinsey &Company, Inc. p Japan as Management Consultants Nunc Pro Tunc as of December 12, 2011 Dkt. 581 Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 64 of 351 Page ID Page 351 64 of Page 02/18/20 Filed 1-1 Document 2:20-cv-01582-VAP-RAO Case Case 1:18-cv-04141-JMF Document 73-1 Filed 09/04/18 Page 5 of 11

No. IT~te Case Dtr~e~mc~f No. of McKinsey. co~~ectir~~s Idegl~iified by Nu~mc '' 13 1/20/2012 AMR Supplemental Declazation of Seth Goldstrom in Support of the Debtors' Application to Retain and Employ McKinsey Recovery &Transformation Services U.S., LLC, McKinsey &Company,Inc. United States, and McKinsey 0 & Company, Inc. Japan Aa Management Consultants Nunc Pro Tunc as of December 12, 2011 Dkt. 697 14 2/27/2012 AMR Second Supplemental Declaration of Seth Goldstrom in Support of the Debtors' Application to Retain and Employ McKinsey Recovery &Transformation Services U.S., LLC, McKinsey &Company,Inc. United States, and McKinsey 0 & Company, Inc. Japan as Management Consultants Nunc Pro Tunc as of December 12, 2011 Dkt. 1468 #:565 15 5/10/2012 AMR Third Supplemental Declaration of Seth Goldstrom in Support of the Debtors' Application to Retain and Employ McKinsey Recovery &Transformation Services U.S., LLC, McKinsey &Company,Inc. United States, and McKinsey 0 & Company, Inc. Japan as Management Consultants Nunc Pro Tunc as of December 12, 2011 Dkt. 2695 16 11/13/2012 AMR Fourth Supplemental Declaration of Seth Goldstrom in Support ofthe Debtors' Second Supplemental Application to Retain and Employ McKinsey Recovery & Transformation Services U.S., LLC, McKinsey &Company,Inc. United States, 0 and McKinsey &Company,Inc. Japan as Management Consultants Dkt. 5344 Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 65 of 351 Page ID Page 351 65 of Page 02/18/20 Filed 1-1 Document 2:20-cv-01582-VAP-RAO Case Case 1:18-cv-04141-JMF Document 73-1 Filed 09/04/18 Page 6 of 11

No Date Case Document No. of McKia~ey Connections Identified by Name 17 2/28/2013 AMR Fifth Supplemental Declazation of Seth Goldstrom in Support of the Debtors' Second Supplemental Application to Retain and Employ McKinsey Recovery & Transformation Services U.S., LLC, McKinsey &Company,Inc. United States, and McKinsey &Company,Inc. Japan, McKinsey &Company Canada, McKinsey &Company,Inc. Belgium, McKinsey &Company,Inc. Italy, and 0 McKinsey &Company, S.L. as Management Consultants Nunc Pro Tunc as of December 12, 2011 Dkt. 6896 18 4/18/2013 AMR Sixth Supplemental Declaration of Seth Goldstrom in Support of the Debtors' Second Supplemental Application to Retain and Employ McKinsey Recovery & Transformation Services U.S., LLC, McKinsey &Company,Inc. United States, and McKinsey &Company,Inc. Japan, McKinsey &Company Canada, #:566 McKinsey &Company, Inc. Belgium, McKinsey &Company,Inc. Italy, and 0 McKinsey &Company, S.L. as Management Consultants Nunc Pro Tunc as of December 12, 2011 Dkt. 7697 19 11/21/2012 AMFBowling Declazation of Kevin Carmody in Support of the Application of the Debtors for Entry of an Order Authorizing the Employment and Retention of McKinsey Recovery &Transformation Services U.S., LLC, as Restructuring Advisor to the 0 Debtors and Debtors in Possession Nunc Pro Tunc to the Petition Date (Dkt. 125) 20 12/28/2012 Edison Declaration of Jazed D. Yerian in Support of Debtors' Application to Employ and Mission Retain McKinsey Recovery & Transformation Services U.S., LLC as Restructuring Advisor for the Debtors and Debtors in Possession Nunc Pro Tunc 0 to the Petition Date Dkt. 175 Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 66 of 351 Page ID Page 351 66 of Page 02/18/20 Filed 1-1 Document 2:20-cv-01582-VAP-RAO Case Case 1:18-cv-04141-JMF Document 73-1 Filed 09/04/18 Page 7 of 11

Nct. Date' Case Docntn~nt No.cif iVicKinsey Connections Irlenti5+~d by Name 21 5/15/2013 Edison First Supplemental Declaration of Jared D. Yerian in Support of Debtors' Mission Application to Employ and Retain McKinsey Recovery &Transformation Services U.S., LLC as Restructuring Advisor for the Debtors and Debtors in 0 Possession Nunc Pro Tunc to the Petition Date Dkt. 756 22 11/22/2013 Edison Second Supplemental Declaration of Jazed D. Yerian in Support of Debtors' Mission Application to Employ and Retain McKinsey Recovery &Transformation Services U.S., LLC as Restructuring Advisor for the Debtors and Debtors in p Possession Nunc Pro Tunc to the Petition Date Dkt. 1615 23 10/23/2014 NII Holdings Declaration of Kevin Cannodv in Support of Application of Debtors and Debtors in Possession, Pursuant to Sections 327(a), 328, 330, 331 and 1107(b) of the #:567 Bankruptcy Code, Bankruptcy Rules 2014(a) and 2016(b)and Local Bankruptcy Rules 2014-1 and 2016-1, for an Order Authorizing Them to Retain and Employ p McKinsey Recovery &Transformation Services U.S., LLC as Turnaround Advisor for the Debtors Nunc Pro Tunc to October 23, 2014 (Dkt. 153) 24 11/6/2014 NII Holdings SuQplemental Declaration of Kevin CarmodX in Support of Application of Debtors and Debtors in Possession, Pursuant to Sections 327(a), 328, 330, 331 and 1107(b) of the Bankruptcy Code, Bankruptcy Rules 2014(a) and 2016(b) 0 and Local Bankruptcy Rules 2014-1 and 2016-1, for an Order Authorizing Them to Retain and Employ McKinsey Recovery &Transformation Services U.S., LLC as Turnazound Advisor for the Debtors Nunc Pro Tunc to October 23, 2014 Dkt. 196 Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 67 of 351 Page ID Page 351 67 of Page 02/18/20 Filed 1-1 Document 2:20-cv-01582-VAP-RAO Case Case 1:18-cv-04141-JMF Document 73-1 Filed 09/04/18 Page 8 of 11

Nrr. Date Case Document No.of Mcfi~insey Cou~ections Ideuified by Name 25 3/23/2015 Standard Declaration of Kevin Carmody in Support of Debtors' Motion for Order Register Authorizing the Debtors to (I) Employ and Retain McKinsey Recovery & Transformation Services U.S., LLC to Provide Interim Management Services 0 Pursuant to 11 U.S.C. § 363 and (II) Designate Kevin Carmody as Chief Restructuring Officer Nunc Pro Tunc to the Petition Date Dkt. 87 26 8/24/2015 Alpha Natural Declazation of Kevin Cannodv in Support of Application ofthe Debtors,Pursuant Resources to Sections 327(A),328(a) an d 1107(b)of the Bankruptcy Code, Bankruptcy Rule 2014(a) and Local Bankruptcy Rule 2014-1, for an Order Authorizing Them to 0 Retain and Employ McKinsey Recovery &Transformation Services U.S., LLC as Turnazound Advisor for the Debtors, Effective as of the Petition Date Dkt. 212 #:568 27 11/9/2015 Alpha Natural Supplemental Declaration of Kevin Carmody in Support of Application of the Resources Debtors, Pursuant to Sections 327(A), 328(a) and 1107(b) of the Bankruptcy Code, Bankruptcy Rule 2014(a)an d Local Bankruptcy Rule 2014-1, for an Order 0 Authorizing Them to Retain and Employ McKinsey Recovery &Transformation Services U.S., LLC as Turnaround Advisor for the Debtors, Effective as of the Petition Date Dkt. 865 28 3/25/2016 Alpha Natural Second Supplemental Declaration of Kevin Carmody in Support of Application Resources of the Debtors, Pursuant to Sections 327(A), 328(a) and 1107(b) of the Bankruptcy Code, Bankruptcy Rule 2014(a) and Local Bankruptcy Rule 2014-1, p for an Order Authorizing Them to Retain and Employ McKinsey Recovery & Transformation Services U.S., LLC as Turnaround Advisor for the Debtors, Effective as of the Petition Date Dkt. 1854) Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 68 of 351 Page ID Page 351 68 of Page 02/18/20 Filed 1-1 Document 2:20-cv-01582-VAP-RAO Case Case 1:18-cv-04141-JMF Document 73-1 Filed 09/04/18 Page 9 of 11

No. Date Case Document No. of McKinsey Cottn+~tiflns' Identified by Name 29 5/5/2016 SunEdison Declaration of Mark W. Hojnacki in Support of Debtors' Application for Order Pursuant to Sections 327(a), 328, 330, 331, and 1107(b)of the Bankruptcy Code, Bankruptcy Rules 2014(a) and 2016(b) and Local Bankruptcy Rules 2014-1 and 23 2016-1 Authorizing the Employment and Retention of McKinsey Recovery & Transformation Services U.S., LLC as Restructuring Advisor for the Debtors, Nunc Pro Tunc to the Petition Date Dkt. 202 30 5/19/2016 Alpha Natural Third Supplemental Declaration of Kevin Cannody in Support of Application of Resources the Debtors, Pursuant to Sections 327(A), 328(a) and 1107(b) of the Bankruptcy Code, Bankruptcy Rule 2014(a)an d Local Bankruptcy Rule 2014-1,for an Order 22 Authorizing Them to Retain and Employ McKinsey Recovery &Transformation Services U.S., LLC as Turnaround Advisor for the Debtors, Effective as of the #:569 Petition Date Dkt. 2464 31 6/6/2016 SunEdison Amended Declaration of Mark W. Hojnacki in Support of Debtors' Application for Order Pursuant to Sections 327(a), 328, 330, 331, and 1107(b) ofthe Bankruptcy Code, Bankruptcy Rules 2014(a) and 2016(b) and Local Bankruptcy 18 Rules 2014-1 and 2016-1 Authorizing the Employment and Retention of McKinsey Recovery &Transformation Services U.S., LLC as Restructuring Advisor for the Debtors, Nunc Pro Tunc to the Petition Date Dkt. 484 Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 69 of 351 Page ID Page 351 69 of Page 02/18/20 Filed 1-1 Document 2:20-cv-01582-VAP-RAO Case Case 1:18-cv-04141-JMF Document 73-1 Filed 09/04/18 Page 10 of 11

No. Date C Dacumenf No. of McKinsey. connections Identified by Name 32 6/14/2016 SunEdison Supplement to Amended Declaration of Mark W. Hojnacki in Support of Debtors' Application for Order Pursuant to Sections 327(a), 328, 330, 331, and 1107(b) ofthe Bankruptcy Code, Bankruptcy Rules 2014(a) and 2016(b) and 0 Local Bankruptcy Rules 2014-1 and 2016-1 Authorizing the Employment and Retention of McKinsey Recovery &Transformation Services U.S., LLC as Restructuring Advisor for the Debtors, Nunc Pro Tunc to the Petition Date kt. 586 33 8/5/2016 Alpha Natural Declaration of Kevin Carmody in Respect of Recommendation of United States Resources Trustee Pursuant to Paragraph `D' of Order Dated July 15, 2016 [Docket # 3055] 72 Dkt. 3233 34 12/21/2016 SunEdison Second Supplement to Amended Declaration of Mark W. Hojnacki in Support of Debtors' Application for Order Pursuant to Sections 327(a), 328, 330, 331, #:570 and 1107(b) of the Bankruptcy Code, Bankruptcy Rules 2014(a) and 2016(b) 17 and Local Bankruptcy Rules 2014-1 and 2016-1 Authorizing the Employment and Retention of McKinsey Recovery &Transformation Services U.S., LLC as Restructuring Advisor for the Debtors, Nunc Pro Tunc to the Petition Date (Dkt. 1958 35 3/20/2017 SunEdison Third Supplement to Amended Declaration of Mark W. Hojnacki in Support of Debtors' Application for Order Pursuant to Sections 327(a), 328, 330, 331, and 1107(b) of the Bankruptcy Code, Bankruptcy Rules 2014(a) and 2016(b) and 2 Local Bankruptcy Rules 2014-1 and 2016-1 Authorizing the Employment and Retention of McKinsey Recovery &Transformation Services U.S., LLC as Restructuring Advisor for the Debtors, Nunc Pro Tunc to the Petition Date Dkt. 2614 Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 70 of 351 Page ID Page 351 70 of Page 02/18/20 Filed 1-1 Document 2:20-cv-01582-VAP-RAO Case Case 1:18-cv-04141-JMF Document 73-1 Filed 09/04/18 Page 11 of 11

No. Dste Case Dac~inent No.of McK~nsey Conutions Identified by Name 36 6/23/2017 GenOn Declazation of Kevin M. Cannodv in Support of Debtors' Application for Entry of an Order (I) Authorizing the Retention and Employment of McKinsey Restructuring &Transformation Services U.S.,LLC as Restructuring Advisor for 25 the Debtors Nunc Pro Tunc to the Petition Date and (II) Granting Related Relief Dkt. 123 37 7/13/2017 GenOn First Supplement to Declazation of Kevin M. Carmody in Support of Debtors' Application for Entry of an Order(I) Authorizing the Retention and Employment of McKinsey Restructuring & Transformation Services U.S., LLC as 55 Restructuring Advisor for the Debtors Nunc Pro Tunc to the Petition Date and (II) Granting Related Relief Dkt. 221 38 9/15/2017 GenOn Second Supplement to Declaration of Kevin M. CarmodX in Support of Debtors' #:571 Application for Entry of an Order(I) Authorizing the Retention and Employment of McKinsey Restructuring & Transformation Services U.S., LLC as 15 Restructuring Advisor for the Debtors Nunc Pro Tunc to the Petition Date and (II) Granting Related Relief Dkt. 771 39 2/7/2018 GenOn Third Supplement to Declaration of Kevin M. Carmody in Support of Debtors' Application for Entry of an Order(I) Authorizing the Retention and Employment of McKinsey Restructuring & Transformation Services U.S., LLC as 17 Restructuring Advisor for the Debtors Nunc Pro Tunc to the Petition Date and (II) Granting Related Relief Dkt. 1429

10 Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 71 of 351 Page ID Page 351 71 of Page 02/18/20 Filed 1-1 Document 2:20-cv-01582-VAP-RAO Case Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 72 of 351 Page ID #:572 Case 1:18-cv-04141-JMF Document 73-2 Filed 09/04/18 Page 2 of 146

ara- Docket tsraah Case Number Number Stat ment R on Fals r Misleadin

Hayes 103-3 8 McKinsey does serve certain lenders under the Debtors Failed to identify connections by name and to provide details of Lemmerz Prepetition Credit Facility (none of which are the agent for relationships. such facility) on matters including general review of their loan portfolios. Hayes 103-3 11 After its reasonable investigation, McKinsey concluded Failed to identify connection by name or to provide details of Lemmerz that it has served or currently does serve several of the relationships, including connections with: Searched Parties on various matters, but does not serve 1. Bank One Corporation (Secured Creditors) and has not served such parties in connection with matters 2. Bank One Trust Company, N.A. (Major bondholders) directly involving or adverse to the Debtors. 3. Chase Bank of Texas, N.A. (Major bondholders) 4. Chase Manhattan Bank (Major bondholders) 5. MDFC/Boeing (Major Lessors) 6. Zurich Insurance Company (Underwr~ers/Premium Financing) #:573

Hayes 103-3 13 Accordingly, I believe McKinsey is a "disinterested person" McKinsey not disinterested, by virtue of undisclosed Lemmerz as that term is defined in section 101(14), as modified by connections to: section 1107(b) of the Bankruptcy Code. 1. Bank One Corporation (Secured Creditors) 2. Bank One Trust Company, N.A.(Major bondholders) 3. Chase Bank of Texas, N.A. (Major bondholders) 4. Chase Manhattan Bank (Major bondholders) 5. MDFC/Boeing (Major Lessors) 6. Zurich Insurance Company (Underwriters/Premium Financin Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 73 of 351 Page ID Page 351 73 of Page 02/18/20 Filed 1-1 Document 2:20-cv-01582-VAP-RAO Case Case 1:18-cv-04141-JMF Document 73-2 Filed 09/04/18 Page 3 of 146

ara- Docket straah Case Number Number Statement Reason False or Misleading

UAL 52-1 14 McKinsey has determined that it provides • Failed to identify connections by name of to provide details of consulting services to certain other entities that relationship, including connections with: are parties-in-interest in the Debtors' cases 1. Bank One Corporation (Significant Banking Relationship) 2. BP, plc (Sign cant Customers and Vendors) 3. The Boeing Company (Significant Customers and Vendors) 4. Gate Gourmet (Significant Customers and Vendors) 5. Hewlett Packard Company (Significant Secured Creditor) 6. JPMorgan Chase (Significant Unsecured Creditor, Noteholder) 7. KFW (Kreditanstalt fur Wiederaufbau)(Significant Secured Creditor) 8. Microsoft Corp. (Significant Unsecured Creditor, Noteholder) 9. Wells Fargo 8~ Company (Significant Banking Relationship) 10. Zurich American Insurance Co.(Sign cant Insurance Related Party ties) 11.Chase Manhattan Bank (Significant Unsecured Creditor, Noteholder) 12. Chase Manhattan Corporation (Significant Secured Creditor) 13. Chase Trust Company (Significant Unsecured Creditor, #:574 Noteholder) 14. Chase Trust Company of California (Sign cant Unsecured Creditor, Noteholder) Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 74 of 351 Page ID Page 351 74 of Page 02/18/20 Filed 1-1 Document 2:20-cv-01582-VAP-RAO Case Case 1:18-cv-04141-JMF Document 73-2 Filed 09/04/18 Page 4 of 146

UAL 52-1 17 Accordingly, I believe McKinsey US is a Falsely claimed disinterestedness despite connections with: "disinterested person" as that term is defined in 1. Bank One Corporation (Significant Banking Relationship) Section 101(14), as modified by Section 2. BP, plc (Significant Customers and Vendors) 1107(b) of the Bankruptcy Code. 3. The Boeing Company (Significant Customers and Vendors) 4. Gate Gourmet (Significant Customers and Vendors) 5. Hewlett Packard Company (Sign cant Secured Creditor) 6. JPMorgan Chase (Significant Unsecured Creditor, Noteholder) 7. KFW (Kreditanstalt fur Wiederaufbau)(Significant Secured Creditor) 8. Microsoft Corp. (Significant Unsecured Creditor, Noteholder) 9. Wells Fargo &Company (Significant Banking Relationship) 10. Zurich American Insurance Co.(Significant Insurance Related Party ties) 11.Chase Manhattan Bank (Significant Unsecured Creditor, Noteholder) 12. Chase Manhattan Corporation (Significant Secured Creditor) 13. Chase Trust Company (Significant Unsecured Creditor, Noteholder) 14. Chase Trust Company of California (Significant Unsecured Creditor, Noteholder) #:575 Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 75 of 351 Page ID Page 351 75 of Page 02/18/20 Filed 1-1 Document 2:20-cv-01582-VAP-RAO Case Case 1:18-cv-04141-JMF Document 73-2 Filed 09/04/18 Page 5 of 146

UAL 52-1 19 As stated above, McKinsey currently serves Failed to identify connections by name and to provide details of numerous clients that are included on the lists relationships, including connections with: of parties-in-interest provided by the Debtors, 1. Bank One Corporation (Significant Banking Relationship) or that may be determined in the future to be 2. BP, plc (Significant Customers and Vendors) parties-in-interest. 3. The Boeing Company (Significant Customers and Vendors) 4. Gate Gourmet(Sign cant Customers and Vendors) 5. Hewlett Packard Company (Significant Secured Creditor) 6. JPMorgan Chase (Significant Unsecured Creditor, Noteholder) 7. KFW (Kreditanstaft fur Wiederaufbau)(Significant Secured Creditor) 8. Microsoft Corp. (Significant Unsecured Creditor, Noteholder) 9. Wells Fargo &Company (Significant Banking Relationship) 10. Zurich American Insurance Co.(Sign cant Insurance Related Party ties) 11.Chase Manhattan Bank (Significant Unsecured Creditor, Noteholder) 12. Chase Manhattan Corporation (Significant Secured Creditor) 13. Chase Trust Company (Significant Unsecured Creditor, Noteholder) 14. Chase Trust Company of California (Sign cant Unsecured Creditor, Noteholder)

#:576 UAL 52-1 19 Because of its responsibility to maintain strict False or misleading because McKinsey's consulting agreements with client confidentiality, McKinsey cannot disclose clients permit McKinsey to disclose client identities and other the services performed, or even in some information when required by law. instances the fact that services were provided for clients. If additional disclosure is required of McKinsey as a condition to its retention by the Debtors which runs afoul of such responsibilities, McKinsey may be required to withdraw from the representation of the Debtors. Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 76 of 351 Page ID Page 351 76 of Page 02/18/20 Filed 1-1 Document 2:20-cv-01582-VAP-RAO Case Case 1:18-cv-04141-JMF Document 73-2 Filed 09/04/18 Page 6 of 146

UAL 1606 3 McKinsey has determined that it currently Failed to disclose details of relationships with named entities and failed serves the following parties-in-interest: Bank to disclose connections to and details of relationships with: One Corporation, BP, plc, The Boeing 1. Banque Nationale de Paris(BNP) (Significant Professionals) Company, Gate Gourmet, Hewlett Packard 2. Chase Manhattan Bank (Significant Unsecured Creditors, Company, JPMorgan Chase, KFW Noteholders) (Kreditanstalt fair Wiederaufbau), Microsoft 3. Chase Manhattan Corporation (Significant Secured Creditors)] Corp., Wells Fargo 8~ Company, and Zurich 4. Chase Trust Company (Significant Unsecured Creditors, American Insurance Co. Noteholders) 5. Chase Trust Company of California (Significant Unsecured Creditors Noteholders #:577 Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 77 of 351 Page ID Page 351 77 of Page 02/18/20 Filed 1-1 Document 2:20-cv-01582-VAP-RAO Case Case 1:18-cv-04141-JMF Document 73-2 Filed 09/04/18 Page 7 of 146

araaraa Docket h Case Number Number tem nt Reason False or Misleading

1457-1 1 [I] am duly authorized to make this A~davit on Declaration does not comply with 11 U.S.C. § 327(a) because it omits behalf of McKinsey RTS... pursuant to sections the following connections: 327(a) and 328(a) of title 11 of the United States 1. Bank One Corporation (Lenders, Bondholders) Code, 11 U.S. C. §§ 101 et. Seq.(the 2. Bank One NA (Top 50 Unsecured Creditors) "Bankruptcy Code"). 3. BNP Paribas (Lenders) 4. BP America Production Company (Contract Counterparties) 5. BP Canada Energy Co.(Contract Counterparties) 6. BP Canada Energy Marketing Corp.(Contract Counterparties) 7. BP Corporation North America Inc. (Contract Counterparties) 8. BP Energy Company (Contract Counterparties) 9. JPMorgan Chase (Lenders, Bondholders) 10. JP Morgan Chase Bank (Top 50 Unsecured Creditors) 11. JP Morgan Securities Inc.(Top 50 Unsecured Creditors) 12. Kreditanstalt Fur Wiederaufbau (Lenders, Indenture Trustees) Mirant 1457-1 14 Accordingly, I believe McKinsey US is a McKinsey not disinterested in light of undisclosed connections to: "disinterested person" as that term is defined in 1. Bank One Corporation (Lenders, Bondholders) #:578 Section 101(14), as modified by Section 1107(b) 2. Bank One NA (Top 50 Unsecured Creditors) of the Bankruptcy Code 3. BNP Paribas (Lenders) 4. BP America Production Company (Contract Counterparties) 5. BP Canada Energy Co.(Contract Counterparties) 6. BP Canada Energy Marketing Corp. (Contract Counterparties) 7. BP Corporation North America Inc. (Contract Counterparties) 8. BP Energy Company (Contract Counterparties) 9. JPMorgan Chase (Lenders, Bondholders) 10. JP Morgan Chase Bank (Top 50 Unsecured Creditors) 11. JP Morgan Securities Inc.(Top 50 Unsecured Creditors) 12. Kreditanstalt Fur Wiederaufbau (Lenders, Indenture Trustees) Mirant Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 78 of 351 Page ID Page 351 78 of Page 02/18/20 Filed 1-1 Document 2:20-cv-01582-VAP-RAO Case Case 1:18-cv-04141-JMF Document 73-2 Filed 09/04/18 Page 8 of 146

1457-1 16 As stated above, McKinsey currently serves Failed to identify connections by name or to provide details of numerous clients that are included on the lists of relationships, including connections with: parties-in-interest provided by the Debtors, or that 1. Bank One Corporation (Lenders, Bondholders) may be determined in the future to be parties-in- 2. Bank One NA (Top 50 Unsecured Creditors) interest. 3. BP America Production Company (Contract Counterparties) 4. BP Canada Energy Co.(Contract Counterparties) 5. BP Canada Energy Marketing Corp. (Contract Counterparties) 6. BP Corporation North America Inc. (Contract Counterparties) 7. BP Energy Company (Contract Counterparties) 8. JPMorgan Chase (Lenders, Bondholders) 9. JP Morgan Chase Bank (Top 50 Unsecured Creditors) 10. JP Morgan Securities Inc.(Top 50 Unsecured Creditors) 11. Kreditanstalt Fur Wiederaufbau (Lenders, Indenture Trustees)

#:579 Mirant 1457-1 16 Because of its responsibility to maintain strict False or misleading because McKinsey's consulting agreements with client confidentiality, McKinsey cannot disclose clients permit McKinsey to disclose client identities and other the services performed, or even in some information when required by law. instances the fact that services were provided for clients. If additional disclosure is required of McKinsey as a condition to its retention by the Debtors which runs afoul of such responsibilities, McKinsey may be required to withdraw from its service to the Debtors. Mirant Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 79 of 351 Page ID Page 351 79 of Page 02/18/20 Filed 1-1 Document 2:20-cv-01582-VAP-RAO Case Case 1:18-cv-04141-JMF Document 73-2 Filed 09/04/18 Page 9 of 146

c e aras~raa Case Number Number Statement Reason False or Misleading

2090 - 12 This inquiry revealed that McKinsey US previously Failed to identify connections by name and to provide details of Exhibit A provided services to parties concerning their relationships. commercial relations with the Debtors or possible transactions with certain of the Debtors. L ondell 2090 - 15 Accordingly, I believe McKinsey US is a Declaration does not comply with 11 U.S.C. § 327(a) because it Exhibit A "disinterested person" as that term is defined in omits the following connections: Section 101(14), as modified by Section 1107(b) 1. Allianz Global (Bondholder) of the Bankruptcy Code. 2. Allianz Global Investors Kapitalanlagegesellschaft (Bondholder) 3. Allianz Netherlands (Insurance Provider) 4. Allianz Paint Insurance Claim (Other) 5. ALLIANZ INSURANCE COMPANY (Insurance Provider) 6. Citibank (Co-Defendant, Lender) 7. Citibank International(Co -Defendant) 8. Citigroup Global Markets,(Co -Defendant) 9. Citigroup, Inc.(Co -Defendant, Lender) 10. OHCCF CBNA Loan Funding (Lender) 11. Protean CBNA Loan Funding (Lender) #:580 12. Prudential (Bondholder)

L ondell 2090 - 17 As stated above, McKinsey currently serves Failed to identify connections by name and to provide details of Exhibit A numerous clients that are included on the lists of relationships, including connection to and details of relationship parties-in-interest provided by the Debtors, or that with: may be determined in the future to be parties-in- 1. Prudential L ondell interest in these cases. 2090 - 17 Because of its responsibility to maintain strict False or misleading because McKinsey's consulting agreements Exhibit A client confidentiality, McKinsey US cannot disclose with clients permit McKinsey to disclose client identities and other the services performed, or even in some instances information when required by law. the fact that services were provided for clients. If such additional disclosure is required of McKinsey US as a condition to its retention by the Debtors, McKinsey US may be required to withdraw from the representation of the Debtors. L ondell Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 80 of 351 Page ID Page 351 80 of Page 02/18/20 Filed 1-1 Document 2:20-cv-01582-VAP-RAO Case Case 1:18-cv-04141-JMF Document 73-2 Filed 09/04/18 Page 10 of 146

2752 - 6 instances the fact that services were provided for Declaration does not comply with 11 U.S.C. § 327(a) because it Exhibit A clients. If such additional disclosure is required of omits the following connections: McKinsey US as a condition to its retention by the 1. Allianz Global (Bondholder) Debtors, McKinsey US may be required to 2. Allianz Global Investors Kapitalanlagegesellschaft (Bondholder) withdraw from the representation of the Debtors. 3. Allianz Netherlands (Insurance Provider) 4. Allianz Paint Insurance Claim (Other) 5. ALLIANZ INSURANCE COMPANY (Insurance Provider) 6. Citibank (Co-Defendant, Lender) 7. Citibank International(Co -Defendant) 8. Citigroup Global Markets,(Co -Defendant) 9. Citigroup, Inc.(Co -Defendant, Lender) 10. OHCCF CBNA Loan Funding (Lender) 11. Protean CBNA Loan Funding (Lender) 12. Prudential (Bondholder)

L ondell #:581 Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 81 of 351 Page ID Page 351 81 of Page 02/18/20 Filed 1-1 Document 2:20-cv-01582-VAP-RAO Case Case 1:18-cv-04141-JMF Document 73-2 Filed 09/04/18 Page 11 of 146

Docket Para ra h Case Number Number em nt Reason False or Misleading ~. 105-3 7 Based upon the search described above, McKinsey Failed to identify connection by name and to provide details of RTS has ascertained that certain members of the team relationship Harry & working on this engagement have and/or currently David serve one utili 105-3 7 Based upon the search described above, McKinsey Failed to identify connections by name and to provide details of RTS has ascertained that certain members of the team relationships Harry 8~ working on this engagement have and/or currently David serve two maor vendors 105-3 7 Based upon the search described above, McKinsey Failed to identify connection by name and to provide details of RTS has ascertained that certain members of the team relationship Harry 8~ working on this engagement have and/or currently David serve one bank. 105-3 7 Based upon the search described above, McKinsey Failed to identify connection by name and to provide details of RTS has ascertained that certain members of the team relationship working on this engagement have and/or currently Harry & serve an affiliate of another one of the banks David #:582 Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 82 of 351 Page ID Page 351 82 of Page 02/18/20 Filed 1-1 Document 2:20-cv-01582-VAP-RAO Case Case 1:18-cv-04141-JMF Document 73-2 Filed 09/04/18 Page 12 of 146

105-3 7 Accordingly, to the best of my knowledge, McKinsey McKinsey RTS not disinterested by virtue of undisclosed RTS is a "disinterested" person as such term is connections to: defined. in section 101(14) of the Bankruptcy Code 1. AIG Casualty Company flk/a Birmingham Fire (Insurers) 2. American Home Assurance Company (Insurers) 3. American International Pacific Insurance Company (Insurers) 4. American International South Insurance Company (Insurers) 5. Birmingham Fire Insurance Company (Insurers) 6. Chartis (Insurers) 7. Commerce and Industry Insurance Company (Insurers) 8. Granite State Insurance Company (Insurers) 9. Illinois National Insurance Company (Insurers) 10. Landmark Insurance Company (Insurers) 11. National Union Fire Insurance Company of Louisiana (Insurers) 12. National Union Fire Insurance Company of Pittsburgh, PA (Chartis)(Insurers) 13. National Union Fire Insurance Company of Vermont (Insurers) 14. New Hampshire Insurance Company (Insurers) Harry & David

#:583 105-3 10 Based upon these searches, McKinsey RTS has Failed to identify connections by name and to provide details of ascertained that its affiliates serve or have served in relationships the last three years the following types of entities (or Harry & their affiliates) listed on the Retention Checklist: three David Bankcard Agreement Counterparties 105-3 10 Based upon these searches, McKinsey RTS has Failed to identify connections by name and to provide details of ascertained that its a~liates serve or have served in relationships the last three years the following types of entities (or Harry & their affiliates) listed on the Retention Checklist: three David Real Pro e Lessors 105-3 10 Based upon these searches, McKinsey RTS has Failed to identify connections by name and to provide details of ascertained that its affiliates serve or have served in relationships the last three years the following types of entities (or Harry & their affiliates) listed on the Retention Checklist: seven David Depository and Disbursement Banks Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 83 of 351 Page ID Page 351 83 of Page 02/18/20 Filed 1-1 Document 2:20-cv-01582-VAP-RAO Case Case 1:18-cv-04141-JMF Document 73-2 Filed 09/04/18 Page 13 of 146

105-3 10 Based upon these searches, McKinsey RTS has Failed to identify connections by name and to provide details of ascertained that its affiliates serve or have served in relationships the last three years the following types of entities (or Harry & their affiliates) listed on the Retention Checklist: eight David Util~ Com anies 105-3 10 Based upon these searches, McKinsey RTS has Failed to identify connections by name and to provide details of ascertained that its a~liates serve or have served in relationships the last three years the following types of entities (or their a~liates) listed on the Retention Checklist: four Harry 8~ Prepetition Secured Lenders/Other Secured Parties David 105-3 10 Based upon these searches, McKinsey RTS has Failed to identify connections by name and to provide details of ascertained that its affiliates serve or have served in relationships, including connections with: the last three years the following types of entities (or 1. AIG Casualty Company flk/a Birmingham Fire (Insurers) their affiliates) listed on the Retention Checklist: five 2. American Home Assurance Company (Insurers) Insurers 3. American International Pacific Insurance Company (Insurers) 4. American International South Insurance Company (Insurers) 5. Birmingham Fire Insurance Company (Insurers) 6. Chartis (Insurers) 7. Commerce and Industry Insurance Company (Insurers) 8. Granite State Insurance Company (Insurers)

#:584 9. Illinois National Insurance Company (Insurers) 10. Landmark Insurance Company (Insurers) 11. National Union Fire Insurance Company of Louisiana (Insurers) 12. National Union Fire Insurance Company of Pittsburgh, PA (Chartis)(Insurers) 13. National Union Fire Insurance Company of Vermont (Insurers) 14. New Hampshire Insurance Company (Insurers) Harry & David 105-3 10 Based upon these searches, McKinsey RTS has Failed to identify connections by name and to provide details of ascertained that its affiliates serve or have served in relationships the last three years the following types of entities (or Harry 8~ their affiliates) listed on the Retention Checklist: three David Ma~or Vendors Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 84 of 351 Page ID Page 351 84 of Page 02/18/20 Filed 1-1 Document 2:20-cv-01582-VAP-RAO Case Case 1:18-cv-04141-JMF Document 73-2 Filed 09/04/18 Page 14 of 146

105-3 10 Based upon these searches, McKinsey RTS has Failed to identify connections by name and to provide details of ascertained that its affiliates serve or have served in relationships the last three years the following types of entities (or Harry & their affiliates) listed on the Retention Checklist: four David Public Noteholders and their Professionals 105-3 10 Based upon these searches, McKinsey RTS has Failed to identify connections by name and to provide details of ascertained that its affiliates serve or have served in relationships the last three years the following types of entities (or Harry & their affiliates) listed on the Retention Checklist: two David Debtor's Professionals and Consultants. 105-3 10 In addition, a family member of an employee of one of Failed to identify connection by name and to provide details of Harry 8~ McKinsey RTS's affiliates is related to the U.S. Trustee relationship David for R ion 7. 105-3 13 Based upon the foregoing, I believe McKinsey RTS is a McKinsey RTS not disinterested, by virtue of undisclosed "disinterested person," as that term is defined in connections to: Section 101(14) of the Bankruptcy Code 1. AIG Casualty Company flk/a Birmingham Fire (Insurers) 2. American Home Assurance Company (Insurers) 3. American International Pacific Insurance Company (Insurers) 4. American International South Insurance Company (Insurers) 5. Birmingham Fire Insurance Company (Insurers) 6. Chartis (Insurers)

#:585 7. Commerce and Industry Insurance Company (Insurers) 8. Granite State Insurance Company (Insurers) 9. Illinois National Insurance Company (Insurers) 10. Landmark Insurance Company (Insurers) 11. National Union Fire Insurance Company of Louisiana (Insurers) 12. National Union Fire Insurance Company of Pittsburgh, PA (Chartis)(Insurers) 13. National Union Fire Insurance Company of Vermont (Insurers) 14. New Hampshire Insurance Company (Insurers) Harry 8~ David Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 85 of 351 Page ID Page 351 85 of Page 02/18/20 Filed 1-1 Document 2:20-cv-01582-VAP-RAO Case Case 1:18-cv-04141-JMF Document 73-2 Filed 09/04/18 Page 15 of 146

208 3 After the Debtors filed the McKinsey Application, Failed to identify connections by name and to provide details of McKinsey RTS discovered the following additional relationships. entities (or their a~liates) that McKinsey RTS affiliates serve or have served in the last three years that Harry & appear on the Debtors' Retention Checklist: finro David additional De osito and Disbursement Banks 208 3 After the Debtors filed the McKinsey Application, Failed to identify connection by name and to provide details of McKinsey RTS discovered the following additional relationship. entities (or their affiliates) that McKinsey RTS affiliates serve or have served in the last three years that Harry & appear on the Debtors' Retention Checklist: one David additional Utili Com an 208 3 After the Debtors filed the McKinsey Application, Failed to identify connection by name and to provide details of McKinsey RTS discovered the following additional relationship. entities (or their a~liates) that McKinsey RTS affiliates serve or have served in the last three years that Harry & appear on the Debtors' Retention Checklist: one David additional Ma'or Vendor.

457 3 Affiliates of McKinsey RTS, including directors and Failed to identify connections by name and to provide details of o~cers of McKinsey RTS, serve or have served in the relationships.

#:586 last three years in matters unrelated to the Debtors Harry & and their Chapter 11 Cases: five Rule 2002 Parties David 457 3 A~liates of McKinsey RTS, including directors and Failed to identify connections by name and to provide details of officers of McKinsey RTS, serve or have served in the relationships. last three years in matters unrelated to the Debtors Harry & and their Chapter 11 Cases: two Top 20 Creditors David Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 86 of 351 Page ID Page 351 86 of Page 02/18/20 Filed 1-1 Document 2:20-cv-01582-VAP-RAO Case Case 1:18-cv-04141-JMF Document 73-2 Filed 09/04/18 Page 16 of 146

araara~ Docket h Case Number Number t m nt Reason False or Misleading

AMR 581 - 17 Members of the RTS Team currently serve or in the Failed to identify connection by name and to provide details of Exhibit B past three years have served certain parties on the relationship. Retention Checklist: one Ma'or Com etitor AMR 581 - 17 Members of the RTS Team currently serve or in the Failed to identify connection by name and to provide details of Exhibit B past three years have served certain parties on the relationship, including connection and details of relationship with: Retention Checklist: two a~liates of Aircraft 1. The Royal Bank of Scotland (Aircraft Lenders and Lessors) Lenders/Lessors AMR 581 - 17 Members of the RTS Team currently serve or in the Failed to identify connections by name and to provide details of Exhibit B past three years have served certain parties on the relationships. Retention Checklist: three utilities AMR 581 - 17 Members of the RTS Team currently serve or in the Failed to identify connection by name and to provide details of Exhibit B past three years have served certain parties on the relationship. Retention Checklist: one financial institution

AMR 581 - 17 Members of the RTS Team currently serve or in the Failed to identify connection by name and to provide details of Exhibit B past three years have served certain parties on the relationship. Retention Checklist: one affiliate of finro Top 100 #:587 Trade Creditors AMR 581 - 22 McKinsey and its a~liates serve or have served in Failed to identify connections by name and to provide details of Exhibit B the last three years various parties noted on the relationships, including connections and details of relationships Retention Checklist with: 1. Commerce and Industry Ins. Co.(Chartis) (Insurance Providers) 2. Lexington Insurance Company (Chartis)(Insurance Providers) 3. National Union Fire Ins. Co.(Chartis) (Insurance Providers) 4. New Hampshire Insurance Company (Chartis)(Insurance Providers) 5. Royal Bank of Scotland (Aircraft Lenders and Lessors)

AMR 581 - 23 Specifically, McKinsey U.S. serves a client that has Failed to identify connection by name and to provide details of Exhibit B an officer or member of its board that is also an relationship. officer or director of the Debtors on matters unrelated to the Debtors' cha ter 11 cases. Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 87 of 351 Page ID Page 351 87 of Page 02/18/20 Filed 1-1 Document 2:20-cv-01582-VAP-RAO Case __ _ _ — _

Case 1:18-cv-04141-JMF Document 73-2 Filed 09/04/18 Page 17 of 146

AMR 581 - 24 In addition, a former member of the Debtors' board Failed to identify connection by name and to provide details of Exhibit B of directors served as the Managing Director of relationship. This entry appears to refer to McKinsey's former McKinsey RTS affiliates for nine years, through June Managing Director Rajat Gupta (Directors), who was convicted on 2003, and retired as a partner in 2007, after which securities charges a few months later in 2012. he held the title of Managing Director Emeritus throw h Februa 2011. AMR 581 - 25 Specifically, to the best of my knowledge and belief, Failed to identify connection by name and to provide details of Exhibit B (ii) one McKinsey U.S. consultant has a family relationship. member who is related to the U.S. Trustee for Region 7. The U.S. Trustee in that region will not be responsible for the supervision of the Debtors' chapter 11 cases and there will be an ethical wall befinreen such employee and the RTS Team such that the employee will not be working with the RTS Team on any matters related to the Debtors' chapter 11 cases. AMR 581 - 26 In addition, to the best of my knowledge and belief, a Failed to identify connection sby name and to provide details of Exhibit B few employees of McKinsey and its affiliates or their relationships. family members hold equity securities of the Debtors. However, none of these employees are members of the RTS Team or partners at either

#:588 McKinsey or its a~liates and each hold a very small amount of securities. AMR 581 - 31 McKinsey is a "disinterested person," as that term is McKinsey and McKinsey RTS not disinterested, by virtue of Exhibit B defined in section 101(14) of the Bankruptcy Code. undisclosed connections to: 1. Commerce and Industry Ins. Co.(Chartis) (Insurance Providers) 2. Lexington Insurance Company (Chartis)(Insurance Providers) 3. National Union Fire Ins. Co.(Chartis) (Insurance Providers) 4. New Hampshire Insurance Company (Chartis)(Insurance Providers) 5. Rajat K. Gupta (Directors) 6. Royal Bank of Scotland (Aircraft Lenders and Lessors)

AMR 697 5 An RTS Team member provides services to an Failed to identify connection by name and to provide details of affiliate of a Landlord on the Retention Checklist but relationship. on matters unrelated to the Debtors and their cha ter 11 cases. Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 88 of 351 Page ID Page 351 88 of Page 02/18/20 Filed 1-1 Document 2:20-cv-01582-VAP-RAO Case Case 1:18-cv-04141-JMF Document 73-2 Filed 09/04/18 Page 18 of 146

AMR 697 5 Additionally, a new RTS Team member provided Failed to identify connection by name and to provide details of some expert services to a McKinsey U.S. team relationship. serving a Financial Derivative Counterparty on the Retention Checklist but on matters unrelated to the Debtors and their cha ter 11 cases. AMR 697 6 A McKinsey U.S. team is serving an unsecured Failed to identify connection by name and to provide details of creditor on the Retention Checklist in connection relationship. with a study of the clients internal allocation of resources on numerous service contracts, including a contract with the Debtors. AMR 697 8 Based upon the disclosures set forth herein and in McKinsey and McKinsey RTS not disinterested, by virtue of paragraphs 17, 22-30 of the Original Declaration, I undisclosed connections to: believe that McKinsey and members of the RTS 1. Commerce and Industry Ins. Co.(Chartis) (Insurance Providers) Team are "disinterested person[s]," as that term is 2. Lexington Insurance Company (Chartis)(Insurance Providers) defined in section 101(14) of the Bankruptcy Code. 3. National Union Fire Ins. Co.(Chartis) (Insurance Providers) 4. New Hampshire Insurance Company (Chartis)(Insurance Providers) 5. Royal Bank of Scotland (Aircraft Lenders and Lessors)

AMR 2695 - 10 In addition to the disclosures made in the Retention Failed to identify connection by name and to provide details of #:589 Exhibit B Declarations, members of the RTS Team currently relationship. serve or in the past 3 years have served: one Utility

AMR 2695 - 10 In addition to the disclosures made in the Retention Failed to identify connection by name and to provide details of Exhibit B Declarations, members of the RTS Team currently relationship. serve or in the past 3 years have served: one landlord AMR 2695 - 10 In addition to the disclosures made in the Retention Failed to identify connection by name and to provide details of Exhibit B Declarations, members of the RTS Team currently relationship. serve or in the past 3 years have served: one Top 100 Trade Creditor AMR 2695 - 10 McKinsey U.S. serves snot-for-profit client that has Failed to identify connection by name and to provide details of Exhibit B an officer with whom McKinsey U.S. interfaces who relationship. is also a Director of the Debtors. Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 89 of 351 Page ID Page 351 89 of Page 02/18/20 Filed 1-1 Document 2:20-cv-01582-VAP-RAO Case Case 1:18-cv-04141-JMF Document 73-2 Filed 09/04/18 Page 19 of 146

AMR 5344 - 2 I submit this Fourth Supplemental Declaration... Declaration does not comply with 11 U.S.C. § 327(a) or Federal Exhibit B pursuant to section 327(a) of title 11 of the United Rule of Bankruptcy Procedure 2014(a) because it failed to disclose States Code (the "Bankruptcy Code°) connections to and to provide details of relationships with: 1. Commerce and Industry Ins. Co.(Chartis) (Insurance Providers) 2. Lexington Insurance Company (Chartis)(Insurance Providers) 3. National Union Fire Ins. Co.(Chartis) (Insurance Providers) 4. New Hampshire Insurance Company (Chartis)(Insurance Providers) 5. Royal Bank of Scotland (Aircraft Lenders and Lessors)

AMR 5344 - 11 A member of the New Group currently serves or in Failed to identify connection by name and to provide details of Exhibit B the past three years has served one Top 100 relationship. creditor AMR 5344 - ~ 12 Members of the RTS Team and other RTS Failed to identify connections by name and to provide details of Exhibit B employees currently serve or in the past three years relationships. have served two utilities AMR 5344 - 13 A former member of the RTS Team has served Failed to identify connections by name and to provide details of Exhibit B certain parties on the Retention Checklist (four relationships. utilities and one financial institution) in the past

#:590 three years in connection with employment prior to McKinse AMR 5344 - 13 A former member of the RTS Team has served Failed to identify connection by name and to provide details of Exhibit B certain parties on the Retention Checklist (four relationship. utilities and one financial institution) in the past three years in connection with employment prior to McKinsey AMR 5344 - 14 Members of the RTS Team and other RTS Failed to identify connection by name and to provide details of Exhibit B employees currently serve or in the past three years relationship. have served one member of the Ad Hoc Group

AMR 7697 7 An RTS Team member in connection with his Failed to identify connections by name and to provide details of employment prior to McKinsey served two Financial relationships. Institutions and one Aircraft Lender and Lessors in the past three years in each case Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 90 of 351 Page ID Page 351 90 of Page 02/18/20 Filed 1-1 Document 2:20-cv-01582-VAP-RAO Case Case 1:18-cv-04141-JMF Document 73-2 Filed 09/04/18 Page 20 of 146

AMR 7697 7 An RTS Team member in connection with his Failed to identify connections by name and to provide details of employment prior to McKinsey served two Financial relationships. Institutions and one Aircraft Lender and Lessors in the past three years in each case #:591 Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 91 of 351 Page ID Page 351 91 of Page 02/18/20 Filed 1-1 Document 2:20-cv-01582-VAP-RAO Case Case 1:18-cv-04141-JMF Document 73-2 Filed 09/04/18 Page 21 of 146

oc et aras~raa Case Number Number S t m n Reason False or Misleading

AMF 125 - 19 McKinsey RTS currently serves or in the last three Failed to identify connection by name and to provide details Exhibit B years has served an a~liate of a utility and an affiliate of relationship. of a lender on the Retention Checklist, in each case on matters unrelated to the Debtors and their chapter 11 cases. AMF 125 - 20 A McKinsey RTS team member serving the Debtors Failed to identify connection by name and to provide details Exhibit B currently serves or in the last three years has served a of relationship. lender on the Retention checklist, but on matters unrelated to the Debtors and the chapter 11 cases.

AMF 125 - 24 Based upon the responses to these inquiries, Failed to identify connections by name and to provide Exhibit B McKinsey RTS and its affiliates serve or have served details of relationships. in the last three years various parties noted on the Retention Checklist AMF 125 - 28 McKinsey RTS is a "disinterested person,° as that term McKinsey RTS not disinterested, by virtue of undisclosed Exhibit B is defined in section 101(14) of the Bankruptcy Code. connections. #:592 Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 92 of 351 Page ID Page 351 92 of Page 02/18/20 Filed 1-1 Document 2:20-cv-01582-VAP-RAO Case Case 1:18-cv-04141-JMF Document 73-2 Filed 09/04/18 Page 22 of 146

aras~raa Docket h Case Number Number Statement Reason False or Misleading . . Edison 175 - 17 McKinsey RTS Team members serving the Failed to identify connection by name and to provide details of Mission Exhibit B Debtors currently serve or in the last three years relationship. have served one Vendor Edison 175 - 17 McKinsey RTS Team members serving the Failed to identify connections by name and to provide details of Mission Exhibit B Debtors currently serve or in the last three years relationships. have served: affiliates of two Vendors Edison 175 - 17 McKinsey RTS Team members serving the Failed to identify connections by name and to provide details of Mission Exhibit B Debtors currently serve or in the last three years relationships. have served: affiliates of two Litigation Parties

Edison 175 - 17 McKinsey RTS Team members serving the Failed to identify connection by name and to provide details of Mission Exhibit B Debtors currently serve or in the last three years relationship. have served: one Noteholder Committee member Edison 175 - 17 McKinsey RTS Team members serving the Failed to identify connections by name and to provide details of Mission Exhibit B Debtors currently serve or in the last three years relationships. have served: two Utilities #:593 Edison 175 - 17 McKinsey RTS Team members serving the Failed to identify connections by name and to provide details of Mission Exhibit B Debtors currently serve or in the last three years relationships. have served: affiliates of two Utilities Edison 175 - 17 McKinsey RTS Team members serving the Failed to identify connection by name and to provide details of Mission Exhibit B Debtors currently serve or in the last three years relationship. have served: an affiliate of one Po-Jo Equity Investor Edison 175 - 17 McKinsey RTS Team members serving the Failed to identify connection by name and to provide details of Mission Exhibit B Debtors currently serve or in the last three years relationship. have served: one Financial Institution Lender

Edison 175 - 17 McKinsey RTS Team members serving the Failed to identify connection by name and to provide details of Mission Exhibit B Debtors currently serve or in the last three years relationship. have served: an a~liate of one Financial Institution Lender Edison 175 - 17 McKinsey RTS Team members serving the Failed to identify connection by name and to provide details of Mission Exhibit B Debtors currently serve or in the last three years relationship. have served: an affiliate of one JV Counterparty Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 93 of 351 Page ID Page 351 93 of Page 02/18/20 Filed 1-1 Document 2:20-cv-01582-VAP-RAO Case Case 1:18-cv-04141-JMF Document 73-2 Filed 09/04/18 Page 23 of 146

Edison 175 - 17 McKinsey RTS Team members serving the Failed to identify connection by name and to provide details of Mission Exhibit B Debtors currently serve or in the last three years relationship. have served: an a~liate of one Bank Edison 175 - 17 McKinsey RTS Team members serving the Failed to identify connection by name and to provide details of Mission Exhibit B Debtors currently serve or in the last three years relationship. have served: an affiliate of one Lienholder

Edison 175 - 21 Based upon the responses to these inquiries, Failed to identify connections by name and to provide details of Mission Exhibit B McKinsey RTS and its affiliates serve or have relationships. served in the last three years various parties noted on the Retention Checklist

Edison 175 - 24 McKinsey RTS is a "disinterested person," as McKinsey RTS not disinterested, by virtue of undisclosed Mission Exhibit B that term is defined in section 101(14) of the connections. Bankru tc Code.

Edison 756 8 Members of McKinsey RTS currently serve or in Failed to identify connections by name and to provide details of Mission the past three years have served: two relationships. Indemnified Parties Edison 756 8 Members of McKinsey RTS currently serve or in Failed to identify connection by name and to provide details of Mission the past three years have served: one JV relationship. #:594 Partner Edison 756 8 Members of McKinsey RTS currently serve or in Failed to identify connections by name and to provide details of Mission the past three years have served: five Litigation relationships. Parties Edison 756 8 Members of McKinsey RTS currently serve or in Failed to identify connection by name and to provide details of Mission the past three years have served: one relationship. Noteholder Committee Member Edison 756 8 Members of McKinsey RTS currently serve or in Failed to identify connection by name and to provide details of Mission the past three years have served: one Palo relationship. E u' Investor Edison 756 8 Members of McKinsey RTS currently serve or in Failed to identify connections by name and to provide details of Mission the past three years have served: two Suppliers relationships.

Edison 756 8 Members of McKinsey RTS currently serve or in Failed to identify connections by name and to provide details of Mission the past three years have served: three Top 50 relationships. Unsecured Creditors Edison 756 8 Members of McKinsey RTS currently serve or in Failed to identify connections by name and to provide details of Mission the past three years have served: two relationships. Contractual Counte arties Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 94 of 351 Page ID Page 351 94 of Page 02/18/20 Filed 1-1 Document 2:20-cv-01582-VAP-RAO Case Case 1:18-cv-04141-JMF Document 73-2 Filed 09/04/18 Page 24 of 146

Edison 756 8 Members of McKinsey RTS currently serve or in Failed to identify connection by name and to provide details of Mission the past three years have served: one Utility relationship.

Edison 756 8 Members of McKinsey RTS currently serve or in Failed to identify connections by name and to provide details of Mission the past three years have served: two Vendors relationships.

Edison 756 8 Members of McKinsey RTS currently serve or in Failed to identify connections by name and to provide details of Mission the past three years have served: six Vendors relationships. over$100K Edison 756 9 A member of McKinsey RTS has served one Failed to identify connections by name and to provide details of Mission Indemnified Party on the Retention Checklist in relationships. the past three years in connection with employment prior to McKinsey RTS, but on matters unrelated to the Debtors and their cha ter 11 cases.

Edison 1615 8 Members of McKinsey RTS currently serve or in Failed to identify connection by name and to provide details of Mission the past two (2) years have served the following relationship. parties:(a) one Contractual Counterparty

Edison 1615 8 Members of McKinsey RTS currently serve or in Failed to identify connection by name and to provide details of

#:595 Mission the past two (2) years have served the following relationship. parties: one affiliate of a Contractual Counte a Edison 1615 8 Members of McKinsey RTS currently serve or in Failed to identify connection by name and to provide details of Mission the past two (2) years have served the following relationship. artiest one Liti ation Pa Edison 1615 8 Members of McKinsey RTS currently serve or in Failed to identify connections by name and to provide details of Mission the past two (2) years have served the following relationships. parties:(b) eleven (11) bidders or potential bidders of the Debtors' assets Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 95 of 351 Page ID Page 351 95 of Page 02/18/20 Filed 1-1 Document 2:20-cv-01582-VAP-RAO Case Case 1:18-cv-04141-JMF Document 73-2 Filed 09/04/18 Page 25 of 146

aras~raa Docket h Case Number Number Statement Reason False or Misleading

NII 153 - 25 Prior to the Petition Date, members of McKinsey RTS, the Failed to identify connections by name and to provide Exhibit B McKinsey RTS Team and a~liates of McKinsey RTS details of relationships. provided services to certain of the Debtors' non-Debtor affiliates, including but not limited to certain Recently Dissolved or Divested Entities and Non-Debtor Subsidiaries of the Debtors listed on the Interested Parties List (collectively, the "Non- Debtor A~liates") and are currently providing, and may in the future provide services for the Non- DebtorAffiliates. Because these entities are owned directly or indirectly by NII Holdings, services performed for the Non- DebtorAffiliates ultimately inure to the benefit of NII Holdings and- many of the other Debtors. McKinsey RTS anticipates that it and certain of McKinsey RTS's a~liates will perform services for the Non-Debtor Affiliates from and after the Petition Date.. However, none of McKinsey RTS, the McKinsey RTS Team nor affiliates of McKinsey RTS will provide services to the Non-Debtor Affiliates on matters in #:596 which the interests of the Non-Debtor Affiliates are adverse to the interests of the Debtors in these chapter 11 cases (e.g., services related to allon-Debtor Affiliate's claim against the Debtors).

NII 153 - 25 One member of the McKinsey RTS Team serving the Failed to identify connection by name and to provide details Exhibit B Debtors currently serves or in the past three years has of relationship. served: one of the Major Current Business A~liations of Debtors' Current Directors NII 153 - 25 One member of the McKinsey RTS Team serving the Failed to identify connection by name and to provide details Exhibit B Debtors currently serves or in the past three years has of relationship. served: one of the Parties to Material Contracts, License Agreements and Permits (that are not large unsecured creditors NII 153 - 25 One member of the McKinsey RTS Team serving the Failed to identify connection by name and to provide details Exhibit B Debtors currently serves or in the past three years has of relationship. served: one of the Recently Dissolved or Divested Entities Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 96 of 351 Page ID Page 351 96 of Page 02/18/20 Filed 1-1 Document 2:20-cv-01582-VAP-RAO Case Case 1:18-cv-04141-JMF Document 73-2 Filed 09/04/18 Page 26 of 146

NII 153 - 25 Fifteen members of McKinsey RTS were previously Failed to identify connections by name and to provide Exhibit B employed, in the past three years, by: three of The Debtors' details of relationships. Professionals and Service Providers NII 153 - 25 Fifteen members of McKinsey RTS were previously Failed to identify connections by name and to provide Exhibit B employed, in the past three years, by: four a~liates of The details of relationships. Debtors' Professionals and Service Providers NII 153 - 25 Fifteen members of McKinsey RTS were previously Failed to identify connections by name and to provide Exhibit B employed, in the past three years, by: two a~liates of one details of relationships. Known Professional for Certain Non-Debtor Parties in Interest NII 153 - 25 During the course of prior employment in the past three Failed to identify connection by name and to provide details Exhibit B years, one member of McKinsey RTS served: one affiliate of of relationship. three Insurers, Insurance Brokers and Third Party Administrators NII 153 - 25 Another member of McKinsey RTS served two Insurers, Failed to identify connections by name and to provide Exhibit B Insurance Brokers and Third Pa Administrators details of relationshi s. NII 153 - 25 One member of McKinsey RTS, in the past three years, Failed to identify connections by name and to provide Exhibit B through previous employment with an a~liate of one Party to details of relationships. Material Contracts, License Agreements and Permits (that are not large unsecured creditors) and with an affiliate of one of The Debtors' Largest Unsecured Creditors (Excluding

#:597 Noteholders), was involved in his employer's procurement of products and services to the Debtors, but in each case on matters unrelated to these chapter 11 cases.

NII 153 - 25 One member of McKinsey RTS, in the past three years, Failed to identify connections by name and to provide Exhibit B through previous employment with an a~liate of one Party to details of relationships. Material Contracts, License Agreements and Permits (that are not large unsecured creditors) and with an affiliate of one of The Debtors' Largest Unsecured Creditors (Excluding Noteholders), was involved in his employer's procurement of products and services to the Debtors, but in each case on matters unrelated to these chapter 11 cases.

NII 153 - 25 Eleven members of McKinsey RTS currently serve or in the Failed to identify connection by name and to provide details Exhibit B past three years have served: one affiliate of one of the Major of relationship. Bank Lenders of Non- Debtor A~liates (Not Otherwise Listed Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 97 of 351 Page ID Page 351 97 of Page 02/18/20 Filed 1-1 Document 2:20-cv-01582-VAP-RAO Case Case 1:18-cv-04141-JMF Document 73-2 Filed 09/04/18 Page 27 of 146

NII 153 - 25 Eleven members of McKinsey RTS currently serve or in the Failed to identify connection by name and to provide details Exhibit B past three years have served: one affiliate of three Major of relationship. Current Business Affiliations of Debtors' Current Directors

NII 153 - 25 Eleven members of McKinsey RTS currently serve or in the Failed to identify connection by name and to provide details Exhibit B past three years have served: one of the Major Current of relationship. Business A~liations of Debtors' Current Directors

NII 153 - 25 Eleven members of McKinsey RTS currently serve or in the Failed to identify connections byname and to provide Exhibit B past three years have served: two Depository and details of relationships. Disbursement Banks NII 153 - 25 Eleven members of McKinsey RTS currently serve or in the Failed to identify connection by name and to provide details Exhibit B past three years have served: one affiliate of one of the of relationship. De osito and Disbursement Banks NII 153 - 25 Eleven members of McKinsey RTS currently serve or in the Failed to identify connections by name and to provide Exhibit B past three years have served: two affiliates of two Major details of relationships, including connection to and details Noteholders and Related Parties of relationship with: 'i. BlackRock Fund Advisors (Major Noteholders and Related Parties NII 153 - 25 Eleven members of McKinsey RTS currently serve or in the Failed to identify connection by name and to provide details Exhibit B past three years have served: one Known Professional for of relationship.

#:598 Certain Non-Debtor Parties in Interest NII 153 - 25 Eleven members of McKinsey RTS currently serve or in the Failed to identify connections by name and to provide Exhibit B past three years have served: two a~liates of four Insurers, details of relationships. Insurance Brokers and Third Party Administrators

NII 153 - 25 Eleven members of McKinsey RTS currently serve or in the Failed to identify connection by name and to provide details Exhibit B past three years have served: one of the Insurers, Insurance of relationship. Brokers and Third Pa Administrators NII 153 - 25 Eleven members of McKinsey RTS currently serve or in the Failed to identify connection by name and to provide details Exhibit B past three years have served: one affiliate of one of the of relationship. Issuers of Letters of Credit NII 153 - 25 Eleven members of McKinsey RTS currently serve or in the Failed to identify connection by name and to provide details Exhibit B past three years have served: one of The Debtors' Largest of relationship. Unsecured Creditors Excludin Noteholders NII 153 - 25 Eleven members of McKinsey RTS currently serve or in the Failed to identify connection by name and to provide details Exhibit B past three years have served: one affiliate of one of The of relationship. Debtors' Largest Unsecured Creditors (Excluding Noteholders Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 98 of 351 Page ID Page 351 98 of Page 02/18/20 Filed 1-1 Document 2:20-cv-01582-VAP-RAO Case Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 99 of 351 Page ID Case 1:18-cv-04141-JMF Document #:599 73-2 Filed 09/04/18 Page 28 of 146

NII 153 - 25 Eleven members of McKinsey RTS currently serve or in the Failed to identify connection by name and to provide details Exhibit B past three years have served: one of the Recently Dissolved of relationship. or Divested Entities NII 153 - 25 McKinsey RTS serves or in the past three years has served Failed to identify connection by name and to provide details Exhibit B one portfolio company of an affiliate of one of the Major of relationship. Current Business Affiliations of Debtors' Current Directors

NII 153 - 25 An affiliate of McKinsey RTS serves or in the past three Failed to identify connection by name and to provide details Exhibit B years has served one of the Insurers, Insurance Brokers and of relationship. Third Party Administrators in which the a~liate of McKinsey RTS created a model for such party using data relating to thousands of such party's clients as inputs, including the Debtors. NII 153 - 25 One member of an affiliate of McKinsey RTS is acquainted Failed to identify connection by name and to provide details Exhibit B with, but has no professional relationship with, one director of of relationship. the Debtors who also serves as an officer of one of the Major Current Business Affiliations of Debtors' Current Directors

NII 153 - 25 An a~liate of McKinsey RTS serves or in the past three Failed to identify connection by name and to provide details Exhibit B years has served,.and may in the future serve, an affiliate of of relationship. one of the Recently Dissolved or Divested Entities

NII 153 - 25 Affiliates of McKinsey RTS serve or in the past three years Failed to identify connection by name and to provide details Exhibit B have served two affiliates of three members of the O~cial of relationship. Committee of Unsecured Creditors appointed in these cases

NII 153 - 30 Based upon the responses to these inquiries, McKinsey RTS Famed to identify connection by name and to provide details Exhibit B and its affiliates serve or have served in the last three years of relationship, including connection to and details of various parties included on the Interested Parties List relationship with: 1. B~ackRock Fund Advisors (Major Noteholders and Related Parties NII 153 - 38 McKinsey RTS is a "disinterested person," as that term is McKinsey RTS not disinterested, by virtue of undisclosed Exhibit B defined in section 101(14) of the Bankruptcy Code. connection to: 1. BlackRock Fund Advisors (Major Noteholders and Related Parties Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 100 of 351 Page ID Case 1:18-cv-04141-JMF Document #:600 73-2 Filed 09/04/18 Page 29 of 146

Pma Docket ~h Case Num r N m r Statement Rea n False or Misleadin ... Std. 87 - 3 24 Certain members of the Retained Staff serving the Debtors Failed to identify connection by name or to provide details of Register currently serve or in the past three years have served: one of relationship, including connection to: the Parties relating to sign cant litigation involving the 1. United States Department of Defense Debtors Std. 87 - 3 24 Certain members of the Retained Staff serving the Debtors Failed to identify connection by name or to provide details of Register currently serve or in the past three years have served: one of relationship. the Debtors' 50 largest unsecured creditors on a consolidated basis as ident~ed in their chapter 11 petitions

Std. 87 - 3 24 Certain members of the Retained Staff serving the Debtors Failed to identify connection by name or to provide details of Register currently serve or in the past three years have served: one of relationship. the Debtors' lar est customers Std.. 87 - 3 24 Certain members of the Retained Staff serving the Debtors Failed to identify connection by name or to provide details of Register have engaged in proposal discussions with an a~liate which relationship. is both one of the Debtors' S0 largest unsecured creditors on a consolidated basis as identified in their chapter 11 petitions and one of the Largest vendors and subcontracting vendors

Std. 87 - 3 24 Two members of McKinsey RTS were previously employed, Failed to identify connection by name or to provide details of Register respectively, in the past three years, by one Ordinary course relationship. rofessional Std. 87 - 3 24 Two members of McKinsey RTS were previously employed, Failed to identify connection by name or to provide details of Register respectively, in the past three years, by one of the Chapter 11 relationship. case rofessionals for Debtors Std. 87 - 3 24 During the course of prior employment in the past three Failed to identify connections by name or to provide details Register years, one member of McKinsey RTS served one affiliate of of relationship. two Parties relating to significant litigation involving the Debtors. Std. 87 - 3 24 One employee of an affiliate of McKinsey RTS was previously Failed to identify connection by name or to provide details of Register in the last three years temporarily employed by one of the relationship. Debtors' secured creditors. Std. 87 - 3 24 Members of McKinsey RTS currently serve or in the past Failed to identify connections by name or to provide details Register three years have served: seven of the Parties relating to of relationship. si nificant liti ation involvin the Debtors Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 101 of 351 Page ID Case 1:18-cv-04141-JMF Document #:601 73-2 Filed 09/04/18 Page 30 of 146

Std. 87 - 3 24 Members of McKinsey RTS currently serve or in the past Failed to identify connections by name or to provide details Register three years have served: three affiliates of Parties relating to of relationship. si nificant liti ation involvin the Debtors Std. 87 - 3 24 Members of McKinsey RTS currently serve or in the past Failed to identify connection by name or to provide details of Register three years have served: one a~liate of one of the Debtors' relationship. 50 largest unsecured creditors on a consolidated basis as identified in their chapter 11 petitions

Std. 87 - 3 24 Members of McKinsey RTS currently serve or in the past Failed to identify connection by name or to provide details of Register three years have served: one a~liate of one of the Largest relationship. vendors and subcontractin vendors Std. 87 - 3 24 Members of McKinsey RTS currently serve or in the past Failed to identify connection by name or to provide details of Register three years have served: one affiliate of one of the Debtors' relationship. landlords Std. 87 - 3 24 Members of McKinsey RTS currently serve or in the past Failed to identify connection by name or to provide details of Register three years have served: an affiliate of one of the Utility relationship, incuding connection to: roviders 1. Southern California Edison Std. 87 - 3 24 An affiliate of McKinsey RTS serves or in the past three years Failed to identify connection by name or to provide details of Register has served one of the Insurance companies, in which the ~ relationship. affiliate of McKinsey RTS created a model for such party using data relating to thousands of such party's clients as in uts, includin the Debtors. Std. 87 - 3 24 A partner in an affiliate of McKinsey RTS is related to an Failed to identify connection by name or to provide details of Register employee of the Debtors who is working with a member of relationship. the Retained Staff. Std. 87 - 3 29 Based upon the responses to these inquiries, McKinsey RTS Failed to identify connections by name or to provide details Register and its a~liates serve or have served in the last three years of relationship, including connections to: various parties included on the Interested Parties List 1. Affiliate of Southern California Edison (Utility providers) 2. United States Department of Defense (Parties relating to significant litigation involving the Debtors)

Std. 87 - 3 35 McKinsey RTS is a "disinterested person," as that term is McKinsey RTS not disinterested, by virtue of undisclosed Register defined in section 101(14) of the Bankruptcy Code. connections to: 1. A~liate of Southern California Edison (Utility providers) 2. United States Department of Defense (Parties relating to significant litigation involving the Debtors) Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 102 of 351 Page ID Case 1:18-cv-04141-JMF Document #:602 73-2 Filed 09/04/18 Page 31 of 146

Pma Docket ~h Case Number Number Statement Reason False or Misleadins~

212 - 18 To the best of my knowledge, information and belief, McKinsey RTS not disinterested due to undisclosed connections Exhibit B other than as may be set forth herein, McKinsey RTS listed on Schedule 1 to this Complaint (a) is a "disinterested person" within the meaning of section 101(14) of the Bankruptcy Code, ANR 212 - 18 To the best of my knowledge, information and belief, McKinsey RTS not disinterested due to undisclosed connections Exhibit B other than as may be set forth herein, McKinsey RTS listed on Schedule 1 to this Complaint (c) has no connection to the Debtors, their creditors or their related parties that would negatively impact McKinsey RTS's disinterestedness. ANR 212 - 20 Members of the McKinsey RTS Team serve or have Failed to identify major customer by name or to provide details of Exhibit B served in the last three years one Major Customer relationship,and understated number of connections to major customers, which included: 1. American Power/Appalachian Power Company (Major Customer) 2. ArcelorMittal Sourcing, S.A.(Major Customer) 3. Enel Trade SpA (Major Customer) 4. Homer City Generation, L.P.(Major Customer) 5. Indiana Michigan Power Company (Major Customer) 6. NRG Power Marketing LLC (Major Customers of the Debtors) 7. Peabody COALTRADE LLC (Major Customer) 8. Peabody Energy, Inc. and affiliates (Major Customer) 9. Public Service Company of Colorado (Major Customers of the Debtors) 10. Tata Steel Global Procurement Co. Pte., Ltd.(Major Customer) 11. United States Steel (Major Customer)

ANR Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 103 of 351 Page ID Case 1:18-cv-04141-JMF Document #:603 73-2 Filed 09/04/18 Page 32 of 146

212 - 20 Members of the McKinsey RTS Team serve or have Failed to identify major competitors by name or to provide details of Exhibit B served in the last three years two Major Competitors relationships,and understated number of connections to major competitors, which included: 1. Anglo American Plc (Major Competitor) 2. ArcelorMittal Princeton (Major Competitor) 3. BHP Billiton (Major Competitor) 4. Peabody Energy, Inc. (Major Competitor) 5. Teck Resources, Ltd.(Major Competitor) ANR 6. Walter Energy, Inc. (Major Competitor) 212 - 20 A member of the McKinsey RTS Team attended a Failed to identify connection by name or to provide details of Exhibit B proposal meeting and submitted a proposal to a Major relationship. ANR Com etitor that was not acce ted. 212 - 20 Certain members of the McKinsey RTS Team serve Failed to identify major competitors by name or to provide details of Exhibit B as "Senior Experts" or "Knowledge Specialists" and in relationships,and understated number of connections to major connection with such services, in the past three years, competitors, which included: provided market data to two Major Competitors, one 1. Anglo American Plc (Major Competitor) Major Unsecured Noteholder, one Lender Under A/R 2. ArcelorMittal Princeton (Major Competitor) Facility, three Major Customers, one Revolving Facility 3. BHP Billiton (Major Competitor) Lender, one Other Major Supplier of Goods and 4. Peabody Energy, Inc. (Major Competitor) Services, one Party to Material Unexpired Leases, and 5. Teck Resources, Ltd. (Major Competitor) one Party to Joint Ventures. 6. Walter Energy, Inc. (Major Competitor)

ANR 212 - 20 Certain members of the McKinsey RTS Team serve Failed to identify major unsecured noteholder by name or to provide Exhibit B as "Senior Experts" or "Knowledge Specialists" and in details of relationship,and understated number of connections to connection with such services, in the past three years, major unsecured noteholders, which included: provided market data to two Major Competitors, one 1. JPMorgan Securities LLC (Major Unsecured Noteholder) Major Unsecured Noteholder, one Lender Under 2. Oaktree Capital Management, L.P. (Major Unsecured Noteholder) A/R Facility, three Major Customers, one Revolving 3. Sankaty Advisors, LLC)(Major Unsecured Noteholder) Facility Lender, one Other Major Supplier of Goods 4. State Street Global Advisors(SSgA) (Major Unsecured Noteholder) and Services, one Party to Material Unexpired Leases, and one Party to Joint Ventures.

ANR Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 104 of 351 Page ID Case 1:18-cv-04141-JMF Document #:604 73-2 Filed 09/04/18 Page 33 of 146

212 - 20 Certain members of the McKinsey RTS Team serve Failed to identify lender by name or to provide details of relationship. Exhibit B as "Senior Experts" or "Knowledge Specialists" and in Undisclosed lender likely was General Electric Capital Corporation connection with such services, in the past three years, (Lender Under A/R Facility) provided market data to two Major Competitors, one Major Unsecured Noteholder, one Lender Under A/R Facility, three Major Customers, one Revolving Facility Lender, one Other Major Supplier of Goods and Services, one Party to Material Unexpired Leases, and one Party to Joint Ventures.

ANR 212 - 20 Certain members of the McKinsey RTS Team serve Failed to identify major customer by name or to provide details of Exhibit B as "Senior Experts" or "Knowledge Specialists" and in relationship,and understated number of connections to major connection with such services, in the past three years, customers, which included: provided market data to two Major Competitors, one 1. American Power/Appalachian. Power Company (Major Customer} Major Unsecured Noteholder, one Lender Under A/R 2. ArcelorMittal Sourcing, S.A.(Major Customer) Facility, three Major Customers, one Revolving 3. Enel Trade SpA (Major Customer) Facility Lender, one Other Major Supplier of Goods 4. Homer City Generation, L.P.(Major Customer) and Services, one Party to Material Unexpired Leases, 5. Indiana Michigan Power Company (Major Customer) and one Party to Joint Ventures. 6. NRG Power Marketing LLC (Major Customers of the Debtors) 7. Peabody COALTRADE LLC (Major Customer) 8. Peabody Energy, Inc. and affiliates (Major Customer) 9. Public Service Company of Colorado (Major Customers of the Debtors) 10. Tata Steel Global Procurement Co. Pte., Ltd. (Major Customer) 11. United States Steel (Major Customer)

ANR Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 105 of 351 Page ID Case 1:18-cv-04141-JMF Document #:605 73-2 Filed 09/04/18 Page 34 of 146

212 - 20 Certain members of the McKinsey RTS Team serve Failed to identify revolving facility lenders by name or to provide Exhibit B as "Senior Experts" or "Knowledge Specialists" and in details of relationships,and understated number of connections with connection with such services, in the past three years, revolving facility lenders, which included: provided market data to two Major Competitors, one 1. Apollo Global Management, LLC (Revolving Facility Lender) Major Unsecured Noteholder, one Lender Under A/R 2. Bank of America and a~tiates (Revolving Facility Lender) Facility, three Major Customers, one Revolving 3. Bank of America, N.A.(Revolving Facility Lender) Facility Lender, one Other Major Supplier of Goods 4. Barclays Bank PLC (Revolving Facility Lender) and Services, one Party to Material Unexpired Leases, 5. Citigroup Global Markets, Inc. (Revolving Facility Lender) and one Party to Joint Ventures. 6. Deutsche Bank (Revolving Facility Lender) 7. Goldman Sachs Bank USA (Revolving Facility Lender) 8. JPMorgan Chase Bank, N.A. and a~liates (Revolving Facility Lender) 9. Sumitomo Mitsui Banking Corporation (Revolving Facility Lender) 10. UBS and affiliates (Revolving Facility Lender) 11. UBS Stamford Branch TRS (Revolving Facility Lender) 12. Wells Fargo Bank, N.A. (Revolving Facility Lenders)

ANR 212 - 20 Certain members of the McKinsey RTS Team serve Failed to identify suppliers by name or to provide details of Exhibit B as "Senior Experts" or "Knowledge Specialists" and in relationships,and understated number of connections to suppliers, connection with such services, in the past three years, which included: provided market data to two Major Competitors, one 1. GE Fairchild LLC (Other Major Suppliers of Goods and Services) Major Unsecured Noteholder, one Lender Under A/R 2. Kentucky Power Company (Other Major Suppliers of Goods and Facility, three Major Customers, one Revolving Facility Services) Lender, one Other Major Supplier of Goods and Services, one Party to Material Unexpired Leases, and one Party to Joint Ventures.

ANR Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 106 of 351 Page ID Case 1:18-cv-04141-JMF Document #:606 73-2 Filed 09/04/18 Page 35 of 146

212 - 20 Certain members of the McKinsey RTS Team serve Failed to identify parties to material unexpired leases by name or to Exhibit B as "Senior Experts" or "Knowledge Specialists" and_ in provide details of relationships,and understated number of connection with such services, in the past three years, connections to parties to material unexpired leases, which included: provided market data to two Major Competitors, one 1. AIG Commercial Equipment Finance (Parties to Material Unexpired Major Unsecured Noteholder, one Lender Under A/R Leases with the Debtors) Facility, three Major Customers, one Revolving Facility 2. Banc of America Leasing &Capital (Parties to Material Unexpired Lender, one Other Major Supplier of Goods and Leases with the Debtors) Services, one Party to Material Unexpired Leases, 3. Caterpillar Financial Services (Parties to Material Unexpired and one Party to Joint Ventures. Leases with the Debtors) 4. Pristine Resources, Inc. (Arcelor Mittal)(Parties to Material Unexpired Leases with the Debtors) 5. Siemens Financial Services (Parties to Material Unexpired Leases with the Debtors) 6. Staples Advantage (Parties to Material Unexpired Leases with the Debtors) ANR 212 - 20 Certain members of the McKinsey RTS Team serve Failed to identify parties to joint ventures by name or to provide Exhibit B as "Senior Experts" or "Knowledge Specialists" and in details of relationships,and understated number of connections to connection with such services, in the past three years, parties to joint ventures, which included: provided market data to two Major Competitors, one 1. Peabody Energy, Inc. and affiliates (Party to Joint Ventures with the Major Unsecured Noteholder, one Lender Under A/R Debtors) Facility, three Major Customers, one Revolving Facility 2. Peabody Energy Corp. (Parties to Joint Ventures with the Debtors) Lender, one Other Major Supplier of Goods and 3. Peabody Holding Co., Inc. (Parties to Joint Ventures with the Services, one Party to Material Unexpired Leases, Debtors) and one Party to Joint Ventures. 4. Peabody Powder River Operations, LLC (Parties to Joint Ventures with the Debtors)

ANR 212 - 20 One member of the McKinsey RTS Team, through Failed to identify connections by name or to provide details of Exhibit B past employment by an a~liate of one of the Debtors' relationships Professionals, Consultants and Service Providers in the past three years published daily market reports that were transmitted to various parties on the Interested Parties List. ANR Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 107 of 351 Page ID Case 1:18-cv-04141-JMF Document #:607 73-2 Filed 09/04/18 Page 36 of 146

212 - 20 One member of the McKinsey RTS Team was Failed to identify connections by name or to provide details of Exhibit B previously employed, in the past three years, by an relationships affiliate of one of the Debtors' Parties to Material Unexpired Leases, Major Customers and Major Competitors, but on matters unrelated to the Debtors ANR and these cha ter 11 cases. 212 - 20 One member of the McKinsey RTS Team was Failed to identify connections by name or to provide details of Exhibit B previously employed, in the past three years, by an relationships affiliate of one of the Debtors' Parties to Material Unexpired Leases, Major Customers and Major Competitors, but on matters unrelated to the Debtors ANR and these cha ter 11 cases. 212 - 20 One member of the McKinsey RTS Team was Failed to identify connections by name or to provide details of Exhibit B previously employed, in the past three years, by an relationships affiliate of one of the Debtors' Parties to Material Unexpired Leases, Major Customers and Major Competitors, but on matters unrelated to the Debtors ANR and these cha ter 11 cases. 212 - 20 Members of the McKinsey RTS Team currently serve Failed to identify connections by name or to provide details of Exhibit B or in the past three years have served: one Beneficiary relationships, including connection with: of Letters of Credit 1. Dominion Transmission (Beneficiaries of Letters of Credit) 2. National Union Fire Insurance (Beneficiaries of Letters of Credit) 3. Steadfast Insurance Co.(Beneficiaries of Letters of Credit) 4. Zurich American Insurance Co.(Beneficiaries of Letters of Credit) ANR 212 - 20 Members of the McKinsey RTS Team currently serve Failed to identify connections by name or to provide details of Exhibit B or in the past three years have served: one Depository relationships, and understated number of connections to depository and Disbursement Bank and disbursement banks ,which included: 1. Australia and New Zealand Banking Group Ltd.(ANZ) (Depository and Disbursement Bank) 2. Bank of America and affiliates (Depository and Disbursement Bank) 3. Deutsche Bank (Depository and Disbursement Bank) 4. JPMorgan Chase Bank, N.A. and a~liates (Depository and Disbursement Bank) 5. Sumitomo Mitsui Banking Corporation (Depository and Disbursement Bank) 6. UBS and affiliates (Depository and Disbursement Bank) ANR 7. Wells Far o De osito and Disbursement Banks Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 108 of 351 Page ID Case 1:18-cv-04141-JMF Document #:608 73-2 Filed 09/04/18 Page 37 of 146

212 - 20 Members of the McKinsey RTS Team currently serve Failed to identify connections by name or to provide details of Exhibit B or in the past three years have served: one Insurer, relationships, and understated number of connections, which Insurance Broker and Third-Party Administrator included: 1. AIG Specialty Insurance Company (Insurers, Insurance Brokers, and Third-Party Administrators) 2. American Guarantee &Liability (Zurich)(Insurers, Insurance Brokers, and Third-Party Administrators) 3. Apollo Liability Consortium (Insurers, Insurance Brokers and Third- Party Administrators) 4. Chartis Specialty Insurance Company (Insurers, Insurance Brokers, and Third-Party Administrators) 5. Commerce and Industry Insurance Company (Insurers, Insurance Brokers, and Third-Party Administrators) 6. Lexington Insurance Company(US) (Insurers, Insurance Brokers, and Third-Party Administrators) 7. Munich Re (Insurers, Insurance Brokers, and Third-Party Administrators) 8. Zurich Insurance Group (Insurers, Insurance Brokers, and Third- Party Administrators) ANR 212 - 20 Members of the McKinsey RTS Team currently serve Failed to identify connection by name or to provide details of Exhibit B or in the past three years have served: one Lender relationship. Undisclosed lender likely was General Electric Capital ANR Under A/R Facil~ Co oration Lender Under A/R Facil~ 212 - 20 Members of the McKinsey RTS Team currently serve Failed to identify major competitors by name or to provide details of Exhibit B or in the past three years have served: one Major relationships,and understated number of connections to major Competitor competitors, which included: 1. Anglo American Plc (Major Competitor) 2. ArcelorMittal Princeton (Major Competitor) 3. BHP Billiton (Major Competitor) 4. Peabody Energy, Inc. (Major Competitor) 5. Teck Resources, Ltd.(Major Competitor) ANR 6. Walter Ener Inc. Ma'or Com etitor Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 109 of 351 Page ID Case 1:18-cv-04141-JMF Document #:609 73-2 Filed 09/04/18 Page 38 of 146

212 - 20 Members of the McKinsey RTS Team currently serve Failed to identify major customer by name or to provide details of Exhibit B or in the past three years have served: three Major relationship,and understated number of connections to major Customers customers, which included: 1. American Power/Appalachian Power Company (Major Customer) 2. ArcelorMittal Sourcing, S.A.(Major Customer) 3. Enel Trade SpA (Major Customer) 4. Homer City Generation, L.P.(Major Customer) 5. Indiana Michigan Power Company (Major Customer) 6. NRG Power Marketing LLC (Major Customers of the Debtors) 7. Peabody COALTRADE LLC (Major Customer) 8. Peabody Energy, Inc. and affiliates (Major Customer) 9. Public Service Company of Colorado (Major Customers of the Debtors) 10. Tata Steel Global Procurement Co. Pte., Ltd.(Major Customer) 11. United States Steel (Major Customer)

ANR 212 - 20 Members of the McKinsey RTS Team currently serve Failed to identify major unsecured noteholder by name or to provide Exhibit B or in the past three years have served: one Major details of relationship,and understated number of connections to Unsecured Noteholder major unsecured noteholders, which included: 1. JPMorgan Securities LLC (Major Unsecured Noteholder) 2. Oaktree Capital Management, L.P. (Major Unsecured Noteholder) 3. Sankaty Advisors, LLC)(Major Unsecured Noteholder) 4. State Street Global Advisors(SSgA) (Major Unsecured Noteholder)

ANR 212 - 20 Members of the McKinsey RTS Team currently serve Failed to identify connections by name or to provide details of Exhibit B or in the past three years have served: one Other relationships,and understated number of connections to major Major Supplier of Goods and Services suppliers which included: 1. GE Fairchild LLC (Other Major Suppliers of Goods and Services) 2. Kentucky Power Company (Other Major Suppliers of Goods and Services) ANR Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 110 of 351 Page ID Case 1:18-cv-04141-JMF Document #:610 73-2 Filed 09/04/18 Page 39 of 146

212 - 20 Members of the McKinsey RTS Team currently serve Failed to identify connections by name or to provide details of Exhibit B or in the past three years have served: two Parties to relationships,and understated number of connections to parties to Joint Ventures joint ventures, which included: 1. Peabody Energy, Inc. and a~liates (Party to Joint Ventures with the Debtors) 2. Peabody Energy Corp. (Parties to Joint Ventures with the Debtors) 3. Peabody Holding Co., Inc. (Parties to Joint Ventures with the Debtors) 4. Peabody Powder River Operations, LLC (Parties to Joint Ventures with the Debtors) ANR 212 - 20 Members of the McKinsey RTS Team currently serve Failed to identify connections by name or to provide details of Exhibit B or in the past three years have served: one Party to relationships,and understated number of connections to parties to Material Unexpired Leases material unexpired leases, which included: 1. AIG Commercial Equipment Finance (Parties to Material Unexpired Leases with the Debtors) 2. Banc of America Leasing &Capital (Parties to Material Unexpired Leases with the Debtors) 3. Caterpillar Financial Services (Parties to Material Unexpired Leases with the Debtors) 4. Pristine Resources, Inc. (Arcelor Mittal)(Parties to Material Unexpired Leases with the Debtors) 5. Siemens Financial Services (Parties to Material Unexpired Leases with the Debtors) 6. Staples Advantage (Parties to Material Unexpired Leases with the ANR Debtors Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 111 of 351 Page ID Case 1:18-cv-04141-JMF Document #:611 73-2 Filed 09/04/18 Page 40 of 146

212 - 20 Members of the McKinsey RTS Team currently serve Failed to identify revolving facility lenders by name or to provide Exhibit B or in the past three years have served: two Revolving details of relationships,and understated number of connections with Facility Lenders revolving facility lenders, which included: 1. Apollo Global Management, LLC (Revolving Facility Lender) 2. Bank of America and affiliates (Revolving Facility Lender) 3. Bank of America, N.A.(Revolving Facility Lender) 4. Barclays Bank PLC (Revolving Facility Lender) 5. Citigroup Global Markets, Inc. (Revolving Facility Lender) 6. Deutsche Bank (Revolving Facility Lender) 7. Goldman Sachs Bank USA (Revolving Facility Lender) 8. JPMorgan Chase Bank, N.A. and affiliates (Revolving Facility Lender) 9. Sumitomo Mitsui Banking Corporation (Revolving Facility Lender) 10. UBS and affiliates (Revolving Facility Lender) 11. UBS Stamford Branch TRS (Revolving Facility Lender) 12. Wells Fargo Bank, N.A. (Revolving Facility Lenders) ANR 212 - 20 Members of the McKinsey RTS Team currently serve Failed to identify connections by name or to provide details of Exhibit B or in the past three years have served: one Significant relationships,and understated number of connections to significant Utility Provider utility providers, which included: 1. American Electric Power (Significant Utility Provider) 2. Appalachian Power Company (Sign cant Utility Provider) 3. AT&T (Significant Utility Provider) ANR 4. AT&T Mobili Si nificant Utili Provider Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 112 of 351 Page ID Case 1:18-cv-04141-JMF Document #:612 73-2 Filed 09/04/18 Page 41 of 146

212 - 20 Members of McKinsey RTS, in the past three years, Failed to identify major customer by name or to provide details of Exhibit B have served one Major Customer of the Debtors on relationship,and understated number of connections to major procurement in the coal sector generally but with no customers, which included: specific focus on the Debtors or these chapter 11 1. American Power/Appalachian Power Company (Major Customer) cases. 2. ArcelorMittal Sourcing, S.A.(Major Customer) 3. Enel Trade SpA (Major Customer) 4. Homer City Generation, L.P. (Major Customer) 5. Indiana Michigan Power Company (Major Customer) 6. NRG Power Marketing LLC (Major Customers of the Debtors) 7. Peabody COALTRADE LLC (Major Customer) 8. Peabody Energy, Inc. and affiliates (Major Customer) 9. Public Service Company of Colorado (Major Customers of the Debtors) 10. Tata Steel Global Procurement Co. Pte., Ltd. (Major Customer) 11. United States Steel (Major Customer)

ANR 212 - 20 Members of McKinsey RTS serve or in the past three Failed to identify major competitors by name or to provide details of Exhibit B years have served one Major Competitor on matters relationships,and understated number of connections to major related to coal but such matters are unrelated to the competitors, which included: Debtors and these chapter 11 cases. 1. Anglo American Plc (Major Competitor) 2. ArcelorMittal Princeton (Major Competitor) 3. BHP Billiton (Major Competitor) 4. Peabody Energy, Inc. (Major Competitor) 5. Teck Resources, Ltd.(Major Competitor) ANR 6. Walter Energy, Inc. (Major Competitor) 212 - 20 Ten members of McKinsey RTS were previously Failed to identify connections by name or to provide details of Exhibit B employed, in the past three years, by three of the relationships. Debtors' Professionals, Consultants and Service Providers, but in each case on matters unrelated to ANR the Debtors and these cha ter 11 cases 212 - 20 Members of McKinsey RTS, in the past three years, Failed to identify connections by name or to provide details of Exhibit B served a company in chapter 11 where the Debtors relationships. were among the interested parties in that case as a ANR to 50 creditor and over 100K vendor. Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 113 of 351 Page ID Case 1:18-cv-04141-JMF Document #:613 73-2 Filed 09/04/18 Page 42 of 146

212 - 20 Members of McKinsey RTS currently serve or in the Failed to identify connections by name or to provide details of Exhibit B past three years have served: one Beneficiary of relationships, including connection with: Letters of Credit 1. Dominion Transmission (Beneficiaries of Letters of Credit) 2. National Union Fire Insurance (Beneficiaries of Letters of Credit) 3. Steadfast Insurance Co.(Beneficiaries of Letters of Credit) 4. Zurich American Insurance Co. (Beneficiaries of Letters of Credit)

ANR 212 - 20 Members of McKinsey RTS currently serve or in the Failed to identify connections by name or to provide details of Exhibit B past three years have served: two Largest Unsecured relationships, including connections to: Creditors (Excluding Noteholders) 1. AEP River Operations LLC (Largest Unsecured Creditors (Excluding Noteholders)) 2. Nelson Brothers LLC (Largest Unsecured Creditors (Excluding ANR Noteholders 212 - 20 Members of McKinsey RTS currently serve or in the Failed to identify connections by name or to provide details of Exhibit B past three years have served: five Professionals, relationships,and understated number of connections, which Consultants and Service Providers included: 1. Bank of America and affiliates (Debtor's Professional, Consultants and Service Providers) 3. Siemens Industry Pace Global (Professionals, Consultants and Service Providers) 4. Thomson Reuters (Professionals, Consultants and Service Providers) 5. Thomson Reuters GRC, Inc. (Professionals, Consultants and Service Providers) 6. Thomson Tax &Accounting (Professionals, Consultants and Service Providers) 7. Willis of New York (Professionals, Consultants and Service ANR Providers Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 114 of 351 Page ID Case 1:18-cv-04141-JMF Document #:614 73-2 Filed 09/04/18 Page 43 of 146

212 - 20 Members of McKinsey RTS currently serve or in the Failed to identify connections by name or to provide details of Exhibit B past three years have served: five Depository and relationships, and understated number of connections to depository Disbursement Banks and disbursement banks ,which included: 1. Australia and New Zealand Banking Group Ltd.(ANZ) (Depository and Disbursement Bank) 2. Bank of America and affiliates (Depository and Disbursement Bank) 3. Deutsche Bank (Depository and Disbursement Bank) 4. JPMorgan Chase Bank, N.A. and affiliates (Depository and Disbursement Bank) 5. Sumitomo Mitsui Banking Corporation (Depository and Disbursement Bank) 6. UBS and affiliates (Depository and Disbursement Bank) ANR 7. Wells Far o De osito and Disbursement Banks 212 - 20 Members of McKinsey RTS currently serve or in the Failed to identify connections by name or to provide details of Exhibit B past three years have served: three Insurers, relationships, and understated number of connections, which Insurance Brokers and Third-Party Administrators included: 1. AIG Specialty Insurance Company (Insurers, Insurance Brokers, and Third-Party Administrators) 2. American Guarantee 8~ Liability (Zurich)(Insurers, Insurance Brokers, and Third-Party Administrators) 3. Apollo Liability Consortium (Insurers, Insurance Brokers and Third- Party Administrators) 4. Chartis Specialty Insurance Company (Insurers, Insurance Brokers, and Third-Party Administrators) 5. Commerce and Industry Insurance Company (Insurers, Insurance Brokers, and Third-Party Administrators) 6. Lexington Insurance Company(US) (Insurers, Insurance Brokers, and Third-Party Administrators) 7. Munich Re (Insurers, Insurance Brokers, and Third-Party Administrators) 8. Zurich Insurance Group (Insurers, Insurance Brokers, and Third- PartyAdministrators) ANR 212 - 20 Members of McKinsey RTS currently serve or in the Failed to identify connection by name or to provide details of Exhibit B past three years have served: one Lender Under A/R relationships. Undisclosed lender likely was General Electric Capital ANR Facil~ Co oration Lender Under A/R Facili Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 115 of 351 Page ID Case 1:18-cv-04141-JMF Document #:615 73-2 Filed 09/04/18 Page 44 of 146

212 - 20 Members of McKinsey RTS currently serve or in the Failed to identify major competitors by name or to provide details of Exhibit B past three years have served: three Major relationships,and understated number of connections to major Competitors competitors, which included: 1. Anglo American Plc (Major Competitor) 2. ArcelorMittal Princeton (Major Competitor) 3. BHP Billiton (Major Competitor) 4. Peabody Energy, Inc.(Major Competitor) 5. Teck Resources, Ltd. (Major Competitor) 6. Walter Energy, Inc. (Major Competitor)

ANR 212 - 20 Members of McKinsey RTS currently serve or in the Failed to identify major customer by name or to provide details of Exhibit B past three years have served: three Major Customers relationship,and understated number of connections to major customers, which included: 1. American Power/Appalachian Power Company (Major Customer) 2. ArcelorMittal Sourcing, S.A.(Major Customer) 3. Enel Trade SpA (Major Customer) 4. Homer City Generation, L.P.(Major Customer) 5. Indiana Michigan Power Company (Major Customer) 6. NRG Power Marketing LLC (Major Customers of the Debtors) 7. Peabody COALTRADE LLC (Major Customer) 8. Peabody Energy, Inc. and affiliates (Major Customer) 9. Public Service Company of Colorado (Major Customers of the Debtors) 10. Tata Steel Global Procurement Co. Pte., Ltd.(Major Customer) 11. United States Steel (Major Customer)

ANR 212 - 20 Members of McKinsey RTS currently serve or in the Failed to identify connections by name or to provide details of Exhibit B past three years have served: four Major Equity relationships, and understated number of connections, which Holders included: 1. Deutsche Asset Management Investmentgesellschaft mbH (DeAM) (Major Equity Holder) 2. Deutsche Bank (Major Equity Holder) 3. Sankaty Advisors, LLC)(Major Equity Holder) 4. State Street Global Advisors(SSgA) (Major Equity Holder) 5. UBS and a~liates (Major Equity Holder) ANR Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 116 of 351 Page ID Case 1:18-cv-04141-JMF Document #:616 73-2 Filed 09/04/18 Page 45 of 146

212 - 20 Members of McKinsey RTS currently serve or in the Failed to identify major unsecured noteholder by name or to provide Exhibit B past three years have served: four Major Unsecured details of relationship,and understated number of connections to Noteholders major unsecured noteholders, which included: 1. JPMorgan Securities LLC (Major Unsecured Noteholder) 2. Oaktree Capital Management, L.P. (Major Unsecured Noteholder) 3. Sankaty Advisors, LLC)(Major Unsecured Noteholder) 4. State Street Global Advisors(SSgA) (Major Unsecured Noteholder)

ANR 212 - 20 Members of McKinsey RTS currently serve or in the Failed to identify connections by name or to provide details of ANR Exhibit B past three years have served: one Material Surety relationship. 212 - 20 Members of McKinsey RTS currently serve or in the Failed to identify connections by name or to provide details of Exhibit B past three years have served: one Other Major relationship,and understated number of connections, which included: Supplier of Goods and Services 1. GE Fairchild LLC (Other Major Suppliers of Goods and Services) 2. Kentucky Power Company (Other Major Suppliers of Goods and Services)

ANR 212 - 20 Members of McKinsey RTS currently serve or in the Failed to identify connection by name or to provide details of Exhibit B past three years have served: one Party to Joint relationship,and understated number of connections, which included: Ventures 1. Peabody Energy, Inc. and affiliates (Party to Joint Ventures with the Debtors) 2. Peabody Energy Corp. (Parties to Joint Ventures with the Debtors) 3. Peabody Holding Co., Inc. (Parties to Joint Ventures with the Debtors) 4. Peabody Powder River Operations, LLC (Parties to Joint Ventures with the Debtors)

ANR 212 - 20 Members of McKinsey RTS currently serve or in the Failed to identify connection by name or to provide details of Exhibit B past three years have served: one Party to Material relationship, which included: Contracts Nexans Amercable Inc. (Parties to Material Contracts with the ANR Debtors Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 117 of 351 Page ID Case 1:18-cv-04141-JMF Document #:617 73-2 Filed 09/04/18 Page 46 of 146

212 - 20 Members of McKinsey RTS currently serve or in the Failed to identify connections by name or to provide details of Exhibit B past three years have served: four Parties to Material relationships, and understated number of connections, which Unexpired Leases included: 1. AIG Commercial Equipment Finance (Parties to Material Unexpired Leases with the Debtors) 2. Banc of America Leasing 8~ Capital (Parties to Material Unexpired Leases with the Debtors) 3. Caterpillar Financial Services (Parties to Material Unexpired Leases with the Debtors) 4. Pristine Resources, Inc. (Arcelor Mittal)(Parties to Material Unexpired Leases with the Debtors) 5. Siemens Financial Services (Parties to Material Unexpired Leases with the Debtors) 6. Staples Advantage (Parties to Material Unexpired Leases with the ANR Debtors 212 - 20 Members of McKinsey RTS currently serve or in the Failed to identify revolving facility lenders by name or to provide Exhibit B past three years have served: eight Revolving Facility details of relationships,and understated number of connections with Lenders revolving facility lenders, which included: 1. Apollo Global Management, LLC (Revolving Facility Lender) 2. Bank of America and affiliates (Revolving Facility Lender) 3. Bank of America, N.A.(Revolving Facility Lender) 4. Barclays Bank PLC (Revolving Facility Lender) 5. Citigroup Global Markets, Inc. (Revolving Facility Lender) 6. Deutsche Bank (Revolving Facility Lender) 7. Goldman Sachs Bank USA (Revolving Facility Lender) 8. JPMorgan Chase Bank, N.A. and a~liates (Revolving Facility Lender) 9. Sumitomo Mitsui Banking Corporation (Revolving Facility Lender) 10. UBS and affiliates (Revolving Facility Lender) 11. UBS Stamford Branch TRS (Revolving Facility Lender) 12. Wells Fargo Bank, N.A. (Revolving Facility Lenders)

ANR 212 - 20 Members of McKinsey RTS currently serve or in the Failed to identify connection by name or to provide details of Exhibit B past three years have served: one Second Lien relationships, including connections with: ANR Noteholder 1. Sanka Advisors LLC Second Lien Noteholder Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 118 of 351 Page ID Case 1:18-cv-04141-JMF Document #:618 73-2 Filed 09/04/18 Page 47 of 146

212 - 20 Members of McKinsey RTS currently serve or in the Failed to identify connections by name or to provide details of Exhibit B past three years have served: nine Secured Term relationships, including connections with Loan Lenders 1. 3i Debt Management US LLC (Secured Term Loan Lender) 2. Allianz Global US (Secured Term Lender) 3. Apollo Global Management, LLC (Secured Term Loan Lender) 4. Bank of America and affiliates (Secured Term Loan Lender) 5. Bank of America, N.A.(Secured Term Loan Lender) 6. Deutsche Bank (Secured Term Loan Lender) 7. JPMorgan Chase Bank, N.A. and affiliates (Secured Term Loan Lender) 8. Onex Credit Partners, LLC (Secured Term Loan Lender) ANR 9. Sanka Advisors, LLC Secured Term Loan Lender 212 - 20 Members of McKinsey RTS currently serve or in the Failed to identify connection by name or to provide details of Exhibit B past three years have served: one Significant Utility relationship, and understated number of connections, which included: Provider 1. American Electric Power (Significant Utility Provider) 2. Appalachian Power Company (Significant Utility Provider) 3. AT&T (Significant Utility Provider) 4. AT&T Mobility (Significant Utility Provider) 5. Kentucky Power Company (Significant Utility Providers) ANR 212 - 20 Members of an affiliate of McKinsey RTS, in the past Failed to identify major customer by name or to provide details of Exhibit B three years, have served one Major Customer of the relationship,and understated number of connections to major Debtors on procurement in the coal sector generally customers, which included;. but with no specific focus on the Debtors or these 1. American PoweNAppalachian Power Company (Major Customer) chapter 11 cases. 2. ArcelorMittal Sourcing, S.A.(Major Customer) 3. Enel Trade SpA (Major Customer) 4. Homer City Generation, L.P.(Major Customer) 5. Indiana Michigan Power Company (Major Customer) 6. NRG Power Marketing LLC (Major Customers of the Debtors) 7. Peabody COALTRADE LLC (Major Customer) 8. Peabody Energy, Inc. and affiliates (Major Customer) 9. Public Service Company of Colorado (Major Customers of the Debtors) 10. Tata Steel Global Procurement Co. Pte., Ltd. (Major Customer) 11. United States Steel (Major Customer)

ANR Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 119 of 351 Page ID Case 1:18-cv-04141-JMF Document #:619 73-2 Filed 09/04/18 Page 48 of 146

212 - 25 Based upon the responses to these inquiries, Failed to identify connections by name or to provide details of Exhibit B McKinsey RTS and its a~liates serve or have served relationships, including connections listed on Schedule 1 to this in the last three years various parties included on the Complaint. Additionally, failed to disclose that McKinsey RTS and its Interested Parties List, but other than as may be affiliates had serviced interested parties with direct commercial described herein, such client service has not focused relationship or transaction with Debtors, as more fully described in on a direct commercial relationship or transaction with narrative portion of Complaint ANR the Debtors. 212 - 33 Based upon the foregoing, I believe that McKinsey McKinsey RTS not disinterested due to undisclosed connections Exhibit B RTS is a "disinterested person" as that term is defined listed on Schedule 1 to this Complaint ANR in section 101 14 of the Bankru tc Code.

865 7 Members of the McKinsey RTS Team currently serve Failed to identify connections by name or to provide details of or in the past three years have served one Major relationships, and understated number of connections, which Customer and one Major Competitor but in each included: case, such support did not relate to coal and was 1. American Power/Appalachian Power Company (Major Customer) unrelated to the Debtors and these chapter 11 cases 2. ArcelorMittal Sourcing, S.A.(Major Customer) 3. Enel Trade SpA (Major Customer) 4. Homer City Generation, L.P.(Major Customer) 5. Indiana Michigan Power Company (Major Customer) 6. NRG Power Marketing LLC (Major Customers of the Debtors) 7. Peabody COALTRADE LLC (Major Customer) 8. Peabody Energy, Inc. and affiliates (Major Customer) 9. Public Service Company of Colorado (Major Customers of the Debtors) 10. Tata Steel Global Procurement Co. Pte., Ltd. (Major Customer) 11. United States Steel (Major Customer)

ANR 865 7 Members of the McKinsey RTS Team currently serve Failed to identify major competitors by name or to provide details of or in the past three years have served one Major relationships,and understated number of connections to major Customer and one Major Competitor but in each competitors, which included: case, such support did not relate to coal and was 1. Anglo American Plc (Major Competitor) unrelated to the Debtors and these chapter 11 cases 2. ArcelorMittal Princeton (Major Competitor) 3. BHP Billiton (Major Competitor) 4. Peabody Energy, Inc. (Major Competitor) 5. Teck Resources, Ltd.(Major Competitor) ANR 6. Walter Energy, Inc. (Major Competitor) Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 120 of 351 Page ID Case 1:18-cv-04141-JMF Document #:620 73-2 Filed 09/04/18 Page 49 of 146

865 7 A member of the McKinsey RTS Team currently Failed to identify connections by name or to provide details of serves or in the past three years has served: a relationships, and understated number of connections, which portfolio company of one Insurer, Insurance Broker included: and Third-Party Administrator 1. AIG Specialty Insurance Company (Insurers, Insurance Brokers, and Third-Party Administrators) 2. American Guarantee & Liability (Zurich)(Insurers, Insurance Brokers, and Third-Party Administrators) 3. Apollo Liability Consortium (Insurers, Insurance Brokers and Third- PartyAdministrators) 4. Chartis Specialty Insurance Company (Insurers, Insurance Brokers, and Third-Party Administrators) 5. Commerce and Industry Insurance Company (Insurers, Insurance Brokers, and Third-Party Administrators) 6. Lexington Insurance Company(US) (Insurers, Insurance Brokers, and Third-Party Administrators) 7. Munich Re (Insurers, Insurance Brokers, and Third-Party Administrators) 8. Zurich Insurance Group (Insurers, Insurance Brokers, and Third- Party Administrators) ANR 865 7 A member of the McKinsey RTS Team currently Failed to identify major unsecured noteholder by name or to provide serves or in the past three years has served: a details of relationship,and understated number of connections to portfolio company of one Major Unsecured Noteholder major unsecured noteholders, which included: 1. JPMorgan Securities LLC (Major Unsecured Noteholder) 2. Oaktree Capital Management, L.P. (Major Unsecured Noteholder) 3. Sankaty Advisors, LLC)(Major Unsecured Noteholder) 4. State Street Global Advisors(SSgA) (Major Unsecured Noteholder)

ANR Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 121 of 351 Page ID Case 1:18-cv-04141-JMF Document #:621 73-2 Filed 09/04/18 Page 50 of 146

865 7 A member of the McKinsey RTS Team currently Failed to identify revolving facility lenders by name or to provide serves or in the past three years has served: a details of relationships,and understated number of connections with portfolio company of one Revolving Facility Lender revolving facility lenders, which included: 1. Apollo Global Management, LLC (Revolving Facility Lender) 2. Bank of America and affiliates (Revolving Facility Lender) 3. Bank of America, N.A.(Revolving Facility Lender) 4. Barclays Bank PLC (Revolving Facility Lender) 5. Citigroup Global Markets, Inc. (Revolving Facility Lender) 6. Deutsche Bank (Revolving Facility Lender) 7. Goldman Sachs Bank USA (Revolving Facility Lender) 8. JPMorgan Chase Bank, N.A. and affiliates (Revolving Facility Lender) 9. Sumitomo Mitsui Banking Corporation (Revolving Facility Lender) 10. UBS and a~liates (Revolving Facility Lender) 11. UBS Stamford Branch TRS (Revolving Facility Lender) 12. Wells Fargo Bank, N.A. (Revolving Facility Lenders)

ANR 865 7 A member of the McKinsey RTS Team currently Failed to identify connection by name or to provide details of serves or in the past three years has served: a relationship, and understated number of connections, which included: portfolio company of one Secured Term Loan Lender 1. 3i Debt Management US LLC (Secured Term Loan Lender) 2. Allianz Global US (Secured Term Lender) 3. Apollo Global Management, LLC (Secured Term Loan Lender) 4. Bank of America and affiliates (Secured Term Loan Lender) 5. Bank of America, N.A.(Secured Term Loan Lender) 6. Barclays Bank PLC (Secured Term Loan Lender) 7. Deutsche Bank (Secured Term Loan Lender) 8. JPMorgan Chase Bank, N.A. and affiliates (Secured Term Loan Lender) 9. Onex Credit Partners, LLC (Secured Term Loan Lender) 10. Sankaty Advisors, LLC)(Secured Term Loan Lender) ANR 865 7 A member of the McKinsey RTS Team was previously Failed to identify connection by name or to provide details of employed, in the past three years, by one of the Other relationship. Major Suppliers of Goods and Services, but on matters unrelated to the Debtors and these chapter 11 ANR cases 865 7 A member of the McKinsey RTS Team served, Failed to identify connections by name or to provide details of through a past employer in the past three years: three relationship. ANR Revolvin Facili Lenders or their a~liates Case 2:20-cv-01582-VAP-RAO1:18-cv-04141-JMF Document Document 1-1 73-2 Filed Filed 02/18/20 09/04/18 Page Page 122 51 of of351 146 Page ID Case #:622

865 7 A member of the McKinsey RTS Team served, Failed to identify connections by name or to provide details of through a past employer in the past three years: three relationships. ANR Secured Term Loan Lenders 865 7 A member of the McKinsey RTS Team served, Failed to identify connections by name or to provide details of through a past employer in the past three years: three relationship. ANR De osito &Disbursement Banks 865 7 A member of the McKinsey RTS Team served, Failed to identify connection by name or to provide details of through a past employer in the past three years: an relationship. ANR a~liate of a Ma~or E ui Holder 865 7 Members of an affiliate of McKinsey RTS that is Failed to identify major competitors by name or to provide details of supporting the Debtors serve or have served in the relationships,and understated number of connections to major past three years: four Major Competitors competitors, which included: 1. Anglo American_ Plc (Major Competitor) 2. ArcelorMittal Princeton (Major Competitor) 3. BHP Billiton (Major Competitor) 4. Peabody Energy, Inc. (Major Competitor) 5. Teck Resources, Ltd.(Major Competitor) ANR 6. Walter Energy, Inc. (Major Competitor) 865 7 Members of an a~liate of McKinsey RTS that is Failed to identify major customer by name or to provide details of supporting the Debtors serve or have served in the relationship,and understated number of connections to major past three years: two Major Customers of the Debtors customers, which included: 1. American PowedAppalachian Power Company (Major Customer) 2. ArcelorMittal Sourcing, S.A.(Major Customer) 3. Enel Trade SpA (Major Customer) 4. Homer City Generation, L.P.(Major Customer) 5. Indiana Michigan Power Company (Major Customer) 6. NRG Power Marketing LLC (Major Customers of the Debtors) 7. Peabody COALTRADE LLC (Major Customer) 8. Peabody Energy, Inc. and a~liates (Major Customer) 9. Public Service Company of Colorado (Major Customers of the Debtors) 10. Tata Steel Global Procurement Co. Pte., Ltd.(Major Customer) 11. United States Steel (Major Customer)

ANR Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 123 of 351 Page ID Case 1:18-cv-04141-JMF Document #:623 73-2 Filed 09/04/18 Page 52 of 146

865 7 Members of an affiliate of McKinsey RTS that is Failed to identify connection by name or to provide details of supporting the Debtors serve or have served in the relationship, and understated number of connections, which included: past three years: one of the Parties to a Joint Venture 1. Peabody Energy, Inc. and affiliates (Party to Joint Ventures with the with the Debtors on the Interested Parties List Debtors) 2. Peabody Energy Corp. (Parties to Joint Ventures with the Debtors) 3. Peabody Holding Co., Inc. (Parties to Joint Ventures with the Debtors) 4. Peabody Powder River Operations, LLC (Parties to Joint Ventures with the Debtors)

ANR 865 7 One member of such affiliate, within the last three Failed to identify connection by name or to provide details of years, was employed by one Major Competitor on the relationship. ANR Interested Parties List

1854 4 Members of the McKinsey RTS Team currently serve Failed to identify.connections by name or to provide details of or in the past three years have served (i) one of the relationship.' Debtors' Largest Unsecured Creditors (Excluding ANR Noteholders 1854 4 Members of the McKinsey RTS Team currently serve Failed to identify major customer by name or to provide details of or in the past three years have served (ii) three of the relationship,and understated number of connections to major Major Customers of the Debtors, or their affiliates customers, which included: 1. American Power/Appalachian Power Company (Major Customer) 2. ArcelorMittal Sourcing, S.A.(Major Customer) 3. Enel Trade SpA (Major Customer) 4. Homer City Generation, L.P. (Major Customer) 5. Indiana Michigan Power Company (Major Customer) 6. NRG Power Marketing LLC (Major Customers of the Debtors) 7. Peabody COALTRADE LLC (Major Customer) 8. Peabody Energy, Inc. and affiliates (Major Customer) 9. Public Service Company of Colorado (Major Customers of the Debtors) 10. Tata Steel Global Procurement Co. Pte., Ltd.(Major Customer) 11. United States Steel (Major Customer)

ANR Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 124 of 351 Page ID Case 1:18-cv-04141-JMF Document #:624 73-2 Filed 09/04/18 Page 53 of 146

1854 4 Members of the McKinsey RTS Team currently serve Failed to identify connections by name or to provide details of or in the past three years have served (iii) one of the relationship, and understated number of connections, which included: Significant Utility Providers 1. American Electric Power (Sign cant Utility Provider) 2. Appalachian Power Company (Significant Utility Provider) 3. AT&T (Significant Utility Provider) 4. AT&T Mobility (Sign cant Utility Provider) 5. Kentucky Power Company (Significant Utility Providers) ANR 1854 4 Members of the McKinsey RTS Team currently serve Failed to identify connections by name or to provide details of or in the past three years have served (iv) one of the relationship, and understated number of connections, which included: Parties to Material Unexpired Leases with the Debtors 1. AIG Commercial Equipment Finance (Parties to Material Unexpired Leases with the Debtors) 2. Banc of America Leasing &Capital (Parties to Material Unexpired Leases with the Debtors) 3. Caterpillar Financial Services (Parties to Material Unexpired Leases with the Debtors) 4. Pristine Resources, Inc. (Arcelor Mittal)(Parties to Material Unexpired Leases with the Debtors) 5. Siemens Financial Services (Parties to Material Unexpired Leases with the Debtors) 6. Staples Advantage (Parties to Material Unexpired Leases with the Debtors) ANR 1854 4 Members of the McKinsey RTS Team currently serve Failed to identify major competitors by name or to provide details of or in the past three years have served (v) one of the relationships,and understated number of connections to major Major Competitors and one of its a~liates competitors, which included: 1. Anglo American Plc (Major Competitor) 2. ArcelorMittal Princeton (Major Competitor) 3. BHP Billiton (Major Competitor) 4. Peabody Energy, Inc. (Major Competitor) 5. Teck Resources, Ltd.(Major Competitor) ANR 6. Walter Ener , Inc. (Ma'or Competitor Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 125 of 351 Page ID Case 1:18-cv-04141-JMF Document #:625 73-2 Filed 09/04/18 Page 54 of 146

1854 4 Members of the McKinsey RTS Team currently serve Failed to identify connections by name or to provide details of or in the past three years have served (vi) one of the relationships, and understated number of connections, which entities listed under Insurers, Insurance Brokers and included: Third-Party Administrators 1. AIG Specialty Insurance Company (Insurers, Insurance Brokers, and Third-Party Administrators) 2. American Guarantee &Liability (Zurich)(Insurers, Insurance Brokers, and Third-Party Administrators) 3. Apollo Liability Consortium (Insurers, Insurance Brokers and Third- Party Administrators) 4. Chartis Specialty Insurance Company (Insurers, Insurance Brokers, and Third-Party Administrators) 5. Commerce and Industry Insurance Company (Insurers, Insurance Brokers, and Third-Party Administrators) 6. Lexington Insurance Company(US) (Insurers, Insurance Brokers, and Third-Party Administrators) 7. Munich Re (Insurers, Insurance Brokers, and Third-Party Administrators) 8. Zurich Insurance Group (insurers, Insurance Brokers, and Third- ANR Party Administrators) 1854 4 Members of the McKinsey RTS Team currently serve Failed to identify connections by name or to provide details of or in the past three years have served (vii) an affiliate relationships, including connection with: of one of the Beneficiaries of Letters of Credit 1. Dominion Transmission (Beneficiaries of Letters of Credit) 2. National Union Fire Insurance (Beneficiaries of Letters of Credit) 3. Steadfast Insurance Co. (Beneficiaries of Letters of Credit) 4. Zurich American Insurance Co.(Beneficiaries of Letters of Credit) ANR Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 126 of 351 Page ID Case 1:18-cv-04141-JMF Document #:626 73-2 Filed 09/04/18 Page 55 of 146

1854 4 Members of the McKinsey RTS Team currently serve Failed to identify revolving facility lenders by name or to provide or in the past three years have served (viii) one of the details of relationships,and understated number of connections with Revolving Facility Lenders revolving facility lenders, which included: 1. Apollo Global Management, LLC (Revolving Facility Lender) 2. Bank of America and affiliates (Revolving Facility Lender) 3. Bank of America, N.A. (Revolving Facility Lender) 4. Barclays Bank PLC (Revolving Facility Lender) 5. Citigroup Global Markets, Inc. (Revolving Facility Lender) 6. Deutsche Bank (Revolving Facility Lender) 7. Goldman Sachs Bank USA (Revolving Facility Lender) 8. JPMorgan Chase Bank, N.A. and a~liates (Revolving Facility Lender) 9. Sumitomo Mitsui Banking Corporation (Revolving Facility Lender) 10. UBS and a~liates (Revolving Facilit~r Lender) 11. UBS Stamford Branch TRS (Revolving Facility Lender) 12. Wells Fargo Bank, N.A. (Revolving Facility Lenders)

ANR 1854 4 Members of the McKinsey RTS Team currently serve Failed to identify connections by name or to provide details of or in the past three years have served (ix) one of the relationships, and understated number of connections, which Major Equity Holders included: 1. Deutsche Asset Management Investmentgesellschaft mbH (DeAM) (Major Equity Holder) 2. Deutsche Bank (Major Equity Holder) 3. Sankaty Advisors, LLC)(Major Equity Holder) 4. State Street Global Advisors(SSgA) (Major Equity Holder) 5. UBS and affiliates (Major Equity Holder) ANR 1854 4 A member of the McKinsey RTS Team was employed, Failed to identify connections by name or to provide details of in the past three years, by an affiliate of one of the relationship. Lenders Under A/R Facility, but on matters unrelated to the Debtors and these chapter 11 cases ANR Case 2:20-cv-01582-VAP-RAOCase 1:18-cv-04141-JMF Document Document 1-1 73-2 Filed Filed02/18/20 09/04/18 Page Page 127 56of 351of 146 Page ID #:627

1854 4 Members of the McKinsey RTS Team support the Failed to identify major competitors by name or to provide details of Debtors with a proprietary management tool that relationships,and understated number of connections to major tracks initiatives, milestones and relative impact and competitors, which included: provides internal communication channels and these 1. Anglo American Plc (Major Competitor) members have supported one Major Competitor and 2. ArcelorMittal Princeton (Major Competitor) one Major Customer, but in each case such support 3. BHP Billiton (Major Competitor) was unrelated to the Debtors and these chapter 11 4. Peabody Energy, Inc. (Major Competitor) cases 5. Teck Resources, Ltd. (Major Competitor) ANR 6. Walter Energy, Inc.(Major Competitor) 1854 4 Members of the McKinsey RTS Team support the Failed to identify major customer by name or to provide details of Debtors with a proprietary management tool that relationship,and understated number of connections to major tracks initiatives, milestones and relative impact and customers, which included: provides internal communication channels and these 1. American Power/Appalachian Power Company (Major Customer) members have supported one Major Competitor and 2. ArcelorMittal Sourcing, S.A.(Major Customer) one Major Customer, but in each case such support 3. Enel Trade SpA (Major Customer) was unrelated to the Debtors and these chapter 11 4. Homer City Generation, L.P.(Major Customer) cases 5. Indiana Michigan Power Company (Major Customer) 6. NRG Power Marketing LLC (Major Customers of the Debtors) 7. Peabody COALTRADE LLC (Major Customer) 8. Peabody Energy, Inc. and affiliates (Major Customer) 9. Public Service Company of Colorado (Major Customers of the Debtors) 10. Tata Steel Global Procurement Co. Pte., Ltd.(Major Customer) 11. United States Steel(Major Customer)

ANR 1854 4 One member of the McKinsey RTS Team serves as a Failed to identify connections by name or to provide details of "Knowledge Expert" and, in connection with such relationship. Additionally, although it is unclear whether McKinsey or services, in the past three years, provided market data affiliates provided market data to them, McKinsey failed to disclose its to: one of the Debtors' Largest Unsecured Creditors connections with the following: (Excluding Noteholders) 1. AEP River Operations LLC (Largest Unsecured Creditors (Excluding Noteholders)) 2. Nelson Brothers LLC (Largest Unsecured Creditors (Excluding ANR Noteholders Case 2:20-cv-01582-VAP-RAO1:18-cv-04141-JMF Document Document 1-1 73-2 Filed Filed 02/18/20 09/04/18 Page Page 128 57of 351of 146 Page ID Case #:628

1854 4 One member of the McKinsey RTS Team serves as a Failed to identify major customer by name or to provide details of "Knowledge Expert" and, in connection with such relationship,and understated number of connections to major services, in the past three years, provided market data customers, which included: to: three Major Customers of the Debtors 1. American Power/Appalachian Power Company (Major Customer) 2. ArcelorMittal Sourcing, S.A.(Major Customer) 3. Enel Trade SpA (Major Customer) 4. Homer City Generation, L.P.(Major Customer) 5. Indiana Michigan Power Company (Major Customer) 6. NRG Power Marketing LLC (Major Customers of the Debtors) 7. Peabody COALTRADE LLC (Major Customer) 8. Peabody Energy, Inc. and affiliates (Major Customer) 9. Public Service Company of Colorado (Major Customers of the Debtors) 10. Tata Steel Global Procurement Co. Pte., Ltd.(Major Customer) 11. United States Steel (Major Customer)

ANR 1854 4 One member of the McKinsey RTS Team serves as a Failed to identify connections by name or to provide details of "Knowledge Expert" and, in connection with such relationship. Additionally, although it is unclear whether McKinsey or services, in the past three years, provided market data a~liates provided market data to them, McKinsey failed to disclose its to: one Significant Utility Provider connections with th following: 1. American Electric Power (Significant Utility Provider) 2. Appalachian Power Company (Significant Utility Provider) 3. AT&T (Significant Utility Provider) 4. AT8~T Mobility (Significant Utility Provider) ANR 5. Kentuck Power Com an Si nificant Utili Providers 1854 4 One member of the McKinsey RTS Team serves as a Failed to identify major competitors by name or to provide details of "Knowledge Expert" and, in connection with such relationships,and understated number of connections to major services, in the past three years, provided market data competitors, which included: to: one Major Competitor 1. Anglo American Plc (Major Competitor) 2. ArcelorMittal Princeton (Major Competitor) 3. BHP Billiton (Major Competitor) 4. Peabody Energy, Inc. (Major Competitor) 5. Teck Resources, Ltd. (Major Competitor) ANR 6. Walter Energy, Inc. (Major Competitor) Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 129 of 351 Page ID Case 1:18-cv-04141-JMF Document #:629 73-2 Filed 09/04/18 Page 58 of 146

1854 4 One member of the McKinsey RTS Team serves as a Failed to identify connections by name or to provide details of "Knowledge Expert" and, in connection with such relationship. Additionally, although it is unclear whether McKinsey or services, in the past three years, provided market data affiliates provided market data to them, McKinsey failed to disclose its to: one of the Parties to Joint Ventures with the connections with th following: Debtors 1. Peabody Energy, Inc. and affiliates (Party to Joint Ventures with the Debtors) 2. Peabody Energy Corp..(Parties to Joint Ventures with the Debtors) 3. Peabody Holding Co., Inc. (Parties to Joint Ventures with the Debtors) 4. Peabody Powder River Operations, LLC (Parties to Joint Ventures with the Debtors) ANR 1854 4 Members of McKinsey RTS and one member of the Failed to identify connections byname or to provide details of McKinsey RTS Team who is a "Knowledge Expert" relationship, and understated number of connections, which included: serve an informal creditors' group of one of the Parties 1. Peabody Energy, Inc. and affiliates (Party to Joint Ventures with the to Joint Ventures with the Debtors Debtors) 2. Peabody Energy Corp.(Parties to Joint Ventures with the Debtors) 3. Peabody Holding Co., Inc. (Parties to Joint Ventures with the Debtors) 4. Peabody Powder River Operations, LLC (Parties to Joint Ventures with the Debtors)

ANR 1854 4 Members of McKinsey RTS and one member of the Failed to identify major competitors by name or to provide details of McKinsey RTS Team who is a "Knowledge Expert" relationships,and understated number of connections to major serve one Major Competitor competitors, which included: 1. Anglo American Plc (Major Competitor) 2. ArcelorMittal Princeton (Major Competitor) 3. BHP Billiton (Major Competitor) 4. Peabody Energy, Inc. (Major Competitor) 5. Teck Resources, Ltd.(Major Competitor) ANR 6. Walter Ener , Inc. (Ma'or Com etitor Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 130 of 351 Page ID Case 1:18-cv-04141-JMF Document #:630 73-2 Filed 09/04/18 Page 59 of 146

1854 4 Members of McKinsey RTS and one member of the Failed to identify connections by name or to provide details of McKinsey RTS Team who is a "Knowledge Expert" relationship, and understated number of connections, which included: serve one of the Parties to Material Unexpired Leases 1. AIG Commercial Equipment Finance (Parties to Material Unexpired of the Debtors Leases with the Debtors) 2. Banc of America Leasing &Capital (Parties to Material Unexpired Leases with the Debtors) 3. Caterpillar Financial Services (Parties to Material Unexpired Leases with the Debtors) 4. Pristine Resources, Inc. (Arcelor Mittal)(Parties to Material Unexpired Leases with the Debtors) 5. Siemens Financial Services (Parties to Material Unexpired Leases with the Debtors) 6:Staples Advantage (Parties to Material Unexpired Leases with the Debtors) ANR

2464 13 McKinsey RTS now discloses by name that certain Failed to provide details of relationships with named connections, and members of McKinsey RTS and/or the McKinsey RTS failed to disclose connections to or details of relationsjips with Team have served the following Major Stakeholders connections listed on Schedule 2 to this Complaint and Major Competitors or a~liates thereof: [i] 3i Debt Management US LLC, ... [ii] Allianz Global US, ... [iii] Anglo American Plc, ... [iv] Apollo Global Management, LLC, ... [v] Bank of America, ... [vi] Citigroup Global Markets, ... [vii] Deutsche Bank, ... [viii] Goldman Sachs Bank USA, ... [ix.] General Electric Capital Corporation, ... [x] JPMorgan Chase Bank, N.A., ... (xi] Onex Credit Partners, LLC, ... [xii] Peabody Energy, Inc., ... [xiii] Bain Capital, an affiliate of Sankaty Advisors, LLC, ... [xiv] Sumitomo Mitsui Banking Corporation, ... [xv.] Teck Resources, Ltd., ... [xvi] UBS, ... [vii] Walter Energy, Inc., ... [xviii] one confidential client that is a Major Stakeholder; and [xix] two confidential clients that are Major Competitors.

ANR Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 131 of 351 Page ID Case 1:18-cv-04141-JMF Document #:631 73-2 Filed 09/04/18 Page 60 of 146

2464 13 In addition, certain members of McKinsey RTS and/or Failed to provide details of relationship. the McKinsey RTS Team served an informal creditors' group of Arch Coal, Inc., ident~ed on the list of Interested Parties as a Major Competitor, a Party to Joint Ventures with the Debtors and a Party to Material ANR Unexpired Leases of the Debtors. 2464 20 MIO investors make investments with MIO essentially Falsely states that MIO is a "blind trust'. As required by law, MIO on a "blind trust' basis, with such MIO investors periodically files statements of its holdings with the United States having no access to information about the underlying Department of Labor, which makes them publicly available on its holdings in the third-party funds. website and thus accessible by MIO employees. Moreover, Defendant Jon Garcia, has been directly involved in McKinsey's ANR bankruptcy services while serving on MIO's board.

3223 5 This declaration provides the names of the interested False in that McKinsey RTS failed to disclose connections to or parties ident~ed by the Debtors (the "Interested details-of relationships with entities listed on Schedule 3 to this Parties") that matched with (a) clients served by Complaint. McKinsey RTS US or served by personnel borrowed from- an affiliate thereof, during the three years prior to the Debtors' Petition Date,(b) clients served by any consultant at any affiliate of McKinsey RTS US on matters focused on a direct commercial relationship or transaction with the Debtors during the three years prior to the Debtors' petition date, and (c) Interested Parties that had employed personnel of McKinsey RTS. There were no matches in category 5(b). All matches irnolved services provided that were unrelated and not adverse to the Debtors. "Direct commercial relationship or transaction with the Debtors" includes services related to all matters in which the client of an affiliate of McKinsey RTS US was acting or considering acting in concert with the Debtors, with or without a formal contract, or acting or considering acting adverse to the Debtors, with or without a formal contract. As aforesaid, there were no matters involving clients acting or considering acting adverse to the Debtors. ANR Case 2:20-cv-01582-VAP-RAO1:18-cv-04141-JMF Document Document 1-1 73-2 Filed Filed02/18/20 Page 132 61of 351of Page ID Case #:632 09/04/18 Page 146

3223 7 McKinsey RTS personnel have served the following Failed to provide details of relationship with named connections, and entities or a~liates thereof: a. Beneficiaries of Letters failed to disclose connection to: of Credit: National Union Fire Insurance and Zurich 1. Dominion Transmission (Beneficiaries of Letters of Credit) ANR American Insurance Ca 3223 McKinsey RTS personnel have served the following Failed to provide details of relationship with named connections entities or affiliates thereof: b. Debtors' Largest Unsecured Creditors (Excluding Noteholders): AEP ANR 7 River Operations LLC and Nelson Brothers LLC 3223 McKinsey RTS personnel have served the following Failed to provide details of relationship with named connections entities or affiliates thereof: c. Debtors' Professionals, Consultants and Service.Providers: Bank of America; Siemens Industry Pace Global; Thomson Reuters; " Thomson Reuters CRC, Inc.; Thomson Tax & Accounting; and Willis of New York ANR 7 3223 McKinsey RTS personnel have served the following Failed to provide details of relationship with named connections, or to entities or affiliates thereof: d. Depository and disclose connection with: Disbursement Banks: Australia and New Zealand 1. Wells Fargo (Depository and Disbursement Banks) Banking Group Ltd.(ANZ); Bank of America; Deutsche Bank; JPMorgan Chase & Co., nka JPMorgan Chase, National Association; Sumitomo ANR 7 Mitsui Banking Corporation (SMBC)and UBS 3223 McKinsey RTS personnel have served the following Failed to provide details of relationship with named connections. entities or affiliates thereof: e. Insurers, Insurance Brokers and Third-Party Administrators: AIG Specialty Insurance Company; American Guarantee &Liability (Zurich); Chartis Specialty Insurance Company; Commerce and Industry Insurance Company; Lexington Insurance Company (US); Munich Re and ANR 7 Zurich Insurance Group 3223 McKinsey RTS personnel have served the following Failed to provide details of relationship with named connection. entities or affiliates thereof: f. Lenders Under A/R ANR 7 Facility: General Electric Capital Corporation Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 133 of 351 Page ID Case 1:18-cv-04141-JMF Document #:633 73-2 Filed 09/04/18 Page 62 of 146

3223 McKinsey RTS personnel have served the following Failed to provide details of relationship with named connections. entities or affiliates thereof: g. Major Competitors: Anglo American Plc; ArcelorMittal Princeton; BHP Billiton; Peabody Energy, Inc.; Teck Resources, Ltd. and Walter Energy, Inc. In addition, certain personnel of McKinsey RTS served an informal creditors' group ANR 7 of Arch Coal, Inc. 3223 McKinsey RTS personnel have served the following Failed to provide details of relationship with named connections, and entities or affiliates thereof: h. Major Customers of the failed to disclose connection to: Debtors: American Electric Power/Appalachian Power 1. NRG Power Marketing LLC (Major Customers of the Debtors) Company; ArcelorMittal Sourcing, S.A.; Enel Trade 2. Public Service Company of Colorado (Major Customers of the SpA; Homer City Generation, L.P.; Indiana Michigan Debtors) Power Company; Peabody COALTRADE LLC; Tata Steel Global Procurement Co. Pte., Ltd. and United States Steel ANR 7 3223 McKinsey RTS personnel have served the following Failed to provide details of relationship with named connections. entities or a~liates thereof: i. Major Equity Holders: Deutsche Asset Management Investmentgesellschaft mbH (DeAM); Sankaty Advisors LLC; SSgA Funds Management, Inc.; UBS Financial Services, Inc. and Vanguard Group, Inc. ANR 7 3223 McKinsey RTS personnel have served the following Failed to provide details of relationship with named connections. entities or affiliates thereof: j. Major Unsecured Noteholders J.P. Morgan Securities LLC; Oaktree Capital Management, L.P.; Sankaty Advisors LLC and State Street Global Advisors(SSgA) ANR 7 3223 McKinsey RTS personnel have served the following Failed to provide details of relationship with named connection. entities or affiliates thereof: k. Material Sureties: ANR 7 Zurich Insurance Grou 3223 McKinsey RTS personnel have served the following Failed to provide details of relationship with named connection, and entities or a~liates thereof: I. Other Major Suppliers of failed to disclose connection to: Goods and Services: GE Fairchild LLC 1. Kentucky Power Company (Other Major Suppliers of Goods and ANR 7 Services Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 134 of 351 Page ID Case 1:18-cv-04141-JMF Document #:634 73-2 Filed 09/04/18 Page 63 of 146

3223 McKinsey RTS personnel have served the following Failed to provide details of relationship with named connections. entities or affiliates thereof: m. Parties to Joint Ventures with the Debtors: Peabody Energy Corp.; Peabody Holding Co., Inc.; Peabody Powder River Operations, LLC. In addition, certain personnel of McKinsey RTS served an informal creditors' group of Arch Coal, Inc. ANR 7 3223 McKinsey RTS personnel have served the following Failed to provide details of relationship with -named connection. - entities or affiliates thereof: n. Parties to Material Contracts with the Debtors: Nexans Amercable Inc. ANR 7 3223 McKinsey RTS personnel have served the following Failed to provide details of relationship with named connections. entities or affiliates thereof: o. Parties to Material _ Unexpired Leases with the Debtors: AIG Commercial Equipment Finance; Banc of America Leasing & Capital; Caterpillar Financial Services; Pristine Resources, Inc. (Arcelor Mittal); Siemens Financial Services and Staples Advantage. In addition, certain personnel of McKinsey RTS served an informal creditors' group of Arch Coal, Inc. ANR 7 3223 McKinsey RTS personnel have served the following Failed to provide details of relationship with named connections, and entities or affiliates thereof: p. Revolving Facility failed to disclose connection to Lenders: Apollo Global Management LLC; Bank of 1. WeIIs Fargo Bank, N.A. (Revolving Facility Lenders) America, N.A; Barclays Bank PLC; Citigroup Global Market; Deutsche Bank; Goldman Sachs Bank USA; JPMorgan Chase Bank, N.A.; Sumitomo Mitsui Banking Corporation and UBS Stamford Branch TRS ANR 7 3223 McKinsey RTS personnel have served the following Failed to provide details of relationship with named, connection. entities or affiliates thereof: q. Second Lien ANR 7 Noteholders: Sanka Advisors LLC Case 2:20-cv-01582-VAP-RAOCase 1:18-cv-04141-JMF Document Document 1-1 73-2 Filed Filed02/18/20 09/04/18 Page Page 135 64of 351of 146 Page ID #:635

3223 McKinsey RTS personnel have served the following Failed to provide details of relationship with named connections. entities or affiliates thereof: r. Secured Term Loan Lenders: 3i Debt Management US LLC; Allianz Global US; Apollo Global Management; Bank of America, N.A.; Barclays Bank PLC; Deutsche Bank; JPMorgan Chase Bank, N.A.; Onex Credit Partners, LLC and Sankaty Advisors, LLC ANR 7 3223 - McKinsey RTS personnel have served the following Failed to provide details of relationship_with named connections. entities or affiliates thereof: s. Sign cant Utility Providers: American Electric Power; Appalachian ~ Power Company; AT&T; AT&T Mobility ANR 3223 McKinsey RTS US or one or more of its affiliates were Failed to provide details of relationship with named connections. represented during the three years prior to the Debtors' petition date by the following professionals (or affiliates thereof named under the category "Debtors' Professionals, Consultants and Service Providers" on the list of Interested Parties: Accountemps; Bank of America; Bloomberg Finance, L.P.; Cherry Bekaert LLP; Cleary Gottlieb Steen & Hamilton LLP; Corporate Executive Board; CT Corporation System D/B/A CT Lien Solutions; Davis Polk &Wardwell LLP; Deloitte Tax LLP; Ernst & Young; Houlihan Lokey, Inc.; Hunton &Williams LLP; Jones Day; KPMG LLP Moodys Investors Service; Siemens Industry Pace Global; Standard & Poor's; Thomson Reuters; Towers Watson; Willis of New York; Kirkland &Ellis; Mcguire Woods LLP; Protiviti; Quinn Emanuel and Stroock & Stroock ~ Lavan LLP.

ANR 9 Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 136 of 351 Page ID Case 1:18-cv-04141-JMF Document #:636 73-2 Filed 09/04/18 Page 65 of 146

araara Docket ~h Case Number Number Statement Reason False or Misleading

SunEdiso 202 - 25 McKinsey RTS (a) does not have any connection with In fact, McKinsey RTS had the undisclosed connections listed on n Exhibit B the Debtors or their affiliates, their creditors, or any Schedule 4 to this Complaint other Interested Parties in these cases, as identified on the Interested Parties List, other than as set forth herein SunEdiso 202 - 25 McKinsey RTS (b) is a "disinterested person," as that McKinsey RTS not disinterested due to undisclosed connections n Exhibit B term is defined in section 101(14) of the Bankruptcy listed on Schedule 4 to this Complaint Code• SunEdiso 202 - 25 McKinsey RTS (c) does not hold or represent any In fact, McKinsey held an adverse interest given (i) $22.8 million n Exhibit B interest adverse to the Debtors' estates or any class receivable on McKinsey's books from SunEdison, and (ii) $22.2 of creditors or equity security holders, by reason of million preference payable by McKinsey to SunEdison, as more fully any direct or indirect relationship to, connection with, described in narrative portion of Complaint or interest in the Debtors; SunEdiso 202 - 25 McKinsey RTS (d) is not and has not been a creditor, In fact, McKinsey was a creditor of the Debtors given (i) $22.8 n Exhibit B an equity security holder, or an insider of the Debtors, million receivable on McKinsey's books from SunEdison, and (ii) except that McKinsey RTS has previously rendered $22.2 million preference payable by McKinsey to SunEdison, as services to the Debtors for which it has been more fully described in narrative portion of Complaint compensated and is owed the Prepetition Balance as set forth in paragraphs 17 and 18 herein

SunEdiso 202 - 27 Members of McKinsey RTS serving the Debtors Failed to disclose additional connection to employee of Debtors: n Exhibit B served the Debtors' predecessor company, 1. Paul M. Sullivan Monsanto Electronic Material Company or MEMC since 2009. One member of McKinsey RTS serving the Debtors has known the Debtor's CEO, Ahmad Chatila, from past professional relationships prior to 2009. In addition, one member of McKinsey RTS serving the Debtors knows James Williams, a board member of the Debtors, from both previous and current professional relationships.

SunEdiso 202 - 28 No member of McKinsey RTS currently serves, or in Failed to disclose connection to: n Exhibit B the past two years has served or been employed by, 1. White &Case LLP (1st Lien Professionals) any of the 1st Lien Professionals or entities or individuals that are a~liates of such 1st Lien Professionals. Case 2:20-cv-01582-VAP-RAOCase 1:18-cv-04141-JMF Document Document 1-1 73-2Filed 02/18/20Filed 09/04/18 Page Page 137 of 66 351 of 146 Page ID #:637

SunEdiso 202 - 29 Members of McKinsey RTS currently serve, or in the Failed to provide details of relationship with disclosed connections, n Exhibit B past two years have served, either through McKinsey and failed to disclose additional connections, including: RTS or an affiliate thereof, the following 2nd Lien 1. BlackRock, Inc.(2n~i Lien Lenders) Lenders or entities or individuals that are affiliates of 2. Cerberus (2nd Lien .Lenders) such 2nd Lien Lenders in matters unrelated to the 3. Cerberus Institutional Partners (2nd Lien Lenders) Debtors, the Debtors' Chapter 11 Cases, or such 2nd 4. Cerberus Institutional Partners VI, L.P. (2nd Lien Lenders) Lien Lenders' claims against the Debtors:. Apollo; 5. Citigroup Global Markets, Inc.(2nd Lien Lenders) Apollo A-N Credit Fund (Delaware), L.P.; and Apollo 6. Deutsche Bank (2nd Lien Lenders) Credit Strategies Master Fund. 7. Goldman Sachs(2nd Lien Lenders) 8. K Special Opportunity Fund L.P. (2nd Llen Lenders)

SunEdiso 202 - 30 2nd Lien Professionals. A member of McKinsey RTS Failed to provide details of relationship with disclosed connection. n Exhibit B was previously employed, in the past two years, by the following 2nd Lien Professional but on matters unrelated to the Debtors and the Debtors' Chapter 11 Cases: Houlihan Loke . SunEdiso 202 - 32 Competitors. Members of McKinsey RTS currently Failed to disclose additional connections, including: n Exhibit B serve, or in the past two years have served, either 1. Enel S.p.A.(Competitors) through McKinsey RTS or an a~liate thereof, the 2. NRG Energy, Inc. {Competitors) following Competitors or entities or individuals that 3. NRG Yield, Inc. (Competitors) are affiliates of such Competitors in matters unrelated to the Debtors, the Debtors' Chapter 11 Cases, or such Competitors' claims against the Debtors: NextEra Energy Partners LP; NextEra Energy, Inc.; and one confidential client. In addition, members of McKinsey RTS serving the Debtors provided pre-petitior services to the Debtors that included meeting with Vivint Solar, a Competitor on the Interested Parties List, to discuss the potential to apply established Debtor operational processes to VivinYs solar products. Finally, at the request of the Debtors, certain of McKinsey RTS's affiliate's pre- petition work was paid by a special purpose vehicle of the Debtor's-which included a pro rata payment by Dominion Resources, Inc., a Competitor on the Interested Parties List. Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 138 of 351 Page ID Case 1:18-cv-04141-JMF Document #:638 73-2 Filed 09/04/18 Page 67 of 146

SunEdiso 202 - 33 Convertible Note Holders. Members of McKinsey Failed to provide details of relationship with disclosed connections, n Exhibit B RTS currently serve, or in the past two years have and failed to disclose additional connections, including: served, either through McKinsey RTS or an affiliate 1. Allianz SE (Convertible Note Holders) thereof, the following Convertible Note Holders or 2. BlackRock Financial Management entities or individuals that are a~liates of such 3. BlackRock Fund Advisors Convertible Note Holders in matters unrelated to the 4. Citigroup Incorporated (Convertible Note Holders) Debtors, the Debtors' Chapter 11 Cases, or such 5. Deutsche Bank AG (Convertible Note Holders) Convertible Note Holders' claims against the 6. Goldman Sachs Group Inc (Convertible Note Holders) Debtors: JPMorgan Chase & Co.; and Oaktree 7. Managed Account Advisors LLC (Convertible Note Holders) Capital Management. 8. Wells Fargo Securities (Convertible Note Holders) 9. Wells Fargo 8~ Company (Convertible Note Holders) 10. Wells Fargo Bank (Convertible Note Holders)

SunEdiso 202 - 34 Customers. Members of McKinsey RTS currently Failed to provide details of relationship with disclosed connections, n Exhibit B serve, or in the past two years have served, either and failed to disclose additional connections, including: through McKinsey RTS or an a~liate thereof, the 1. Anheuser-Busch Companies, Inc.(Customers) following Customers or entities or individuals that are 2. Citibank (Customers) affiliates of such Customers in matters unrelated to 3. Dignity Health (Customers) the Debtors, the Debtors' Chapter 11 Cases, or such 4. Pacific Gas &Electric (Customers) Customers' claims against the Debtors: AT&T; J. P. 5. Southern California Edison (Customers) Morgan; Tata Power Delhi Distribution Limited; Tata 6. UC Berkeley (Customers) Communications Limited -India; Tata America 7. Whirlpool of India Ltd (Customers) International Corp.; Xcel Mn; Xcel PSCo; and five confidential clients.

SunEdiso 202 - 35 Depository Banks. To the best of my knowledge, no Failed to disclose connections, including: n Exhibit B member of McKinsey RTS currently serves, or in the 1. Banco Popular (Depository Banks) past two years has served or been employed by, any 2. Citibank (Depository Banks) of the Depository Banks or entities or individuals that 3. Deutsche Bank (Depository Banks) are a~liates of such Depository Banks. 4. Wells Fargo (Depository Banks)

SunEdiso 202 - 37 Executive Officers (last 5 years). One member of Failed to provide details of relationship with disclosed connection. n Exhibit B McKinsey RTS serving the Debtors has known the Debtor's CEO, Ahmad Chatila, from past rofessional relationshi s rior to 2009. Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 139 of 351 Page ID Case 1:18-cv-04141-JMF Document #:639 73-2 Filed 09/04/18 Page 68 of 146

SunEdiso 202 - 38 Government Bodies. To the best of my knowledge, To extent this assertion is construed to deny connections between n Exhibit B no member of McKinsey RTS currently serves, or in McKinsey RTS and governmental authorities , it failed to disclose the past two years has served or been employed by, connections to: any of the Government Bodies or entities or 1. Internal Revenue Service (Government bodies) individuals that are affiliates of such Government 2. State of Oregon, Construction Contractors Board (Government Bodies. bodies) 3. U.S. Customs and Borders Protection Government bodies SunEdiso 202 - 39 Institutional Shareholders > 1%. To the best of my Failed to disclose connections, including: n Exhibit B knowledge, no member of McKinsey RTS currently 1. BNP Paribas Securities Corp. North America (Institutional serves, or in the past two years has served or been Shareholders > 1%) employed by, any of the listed Institutional 2. Bank of America Merrill Lynch (US)(Institutional Shareholders > Shareholders or entities or individuals that are 1%) affiliates of such Institutional Shareholders. 3. Deutsche. Bank Securities Inc. (Institutional Shareholders > 1%) 4. Goldman Sachs &Company, Inc. (Institutional Shareholders > 1 %) 5. State Street Global Advisors(US) (Institutional Shareholders > 1% 6. UBS Securities LLC (Institutional Shareholders > 1%) 7. Vanguard Group, Inc. (Institutional Shareholders > 1%)

SunEdiso 202 - 40 Insurance Providers. To the best of my knowledge, Failed to disclose connections, including: n Exhibit B no member of McKinsey RTS currently serves, or in 1. AIG Insurance Co (Insurance Providers) the past two years has served or been employed by, 2. Chartis Specialty Ins. Co.(Insurance Providers) any of the Insurance Providers or entities or 3. Lexington Insurance Company (Insurance Providers) individuals that are affiliates of such Insurance 4. National Union Fire Insurance Co.(Insurance Providers) Providers. 5. National Union Fire Insurance Co. Pittsburgh (AIG)(Insurance Providers) 6. Zurich American Insurance Insurance Providers SunEdiso 202 - 42 Landlords. To the best of my knowledge, no member Failed to disclose connections, including: n Exhibit B of McKinsey RTS currently serves, or in the past two 1. Zurich Vida, Compania de Seguros y Reaseguros S.A. years has served or been employed by, any of the (Landlords) Landlords or entities or individuals that are affiliates of such Landlords. SunEdiso 202 - 43 LC Issuers. To the best of my knowledge, no Failed to disclose connections, including: n Exhibit B member of McKinsey RTS currently serves, or in the 1. Wells Fargo(LC Issuers) past two years has served or been employed by, any 2. Barclays Capital(LC Issuers) of the LC Issuers or entities or individuals that are 3. Deutsche Bank (LC Issuers) affiliates of such LC Issuers. Case 2:20-cv-01582-VAP-RAOCase 1:18-cv-04141-JMF Document Document 1-1 73-2 Filed Filed 02/18/20 09/04/18 Page Page 140 69of 351of 146 Page ID #:640

SunEdiso 202 - 46 Litigants. Members of McKinsey RTS currently serve, Failed to provide details of relationship with disclosed connections; n Exhibit B or in the past two years have served, either through and failed to disclose add~ional connections, including: McKinsey RTS or an affiliate thereof, the following 1. AIG Property Casualty Co. as subrogee of John Paul DeJoria Litigants or entities or individuals that are affiliates of (Litigant) such Litigants in matters unrelated to the Debtors, 2. AIG Specialty Insurance Co. f/k/a Chartis Specialty IFlsurartce Ca. the Debtors' Chapter 11 Cases, or such Litigants' (Litigant} claims against the Debtors: E.I. du Pont de Nemours and Company; Riverstone/Carlyle Renewable Energy Grant GP; and ThyssenKrupp.

SunEdiso 202 - 48 Ordinary Course Professionals. To the best of my Failed to disciose:conriection to: n Exhibit B knowledge, no member of McKinsey RTS currently 1. Ernst &Young; LLP (Ordinary Course Professionals) serves, or in the past two years has served or been 2. Eversheds LLP (Ordinary Course Professionals) employed by, any of the Ordinary Course 3. Kirkland & Eilis LLB (Ordinary Course Professionals) Professionals or entities or individuals that are 4. KPMG LLP (Ordinary Course Professionals) affiliates of such Ordinary Course Professionals. 5, Morgan Lewis & Backius LLP'{Ordinary Course Professionals} 6. PricewaterhouseCoopers LLP (Ordinary Course Rrofessionals)

SunEdiso 202 - 51 Taxing Authorities. To the best of my knowledge, no . Failed to disclose connectiont~: n Exhibit B member of McKinsey RTS currently serves, or in the 1. Oregon Department o~ Revenue (Taxing Authorities) past two years has served or been employed by, any 2. Pennsylvania Bureau of Corporation Taxes (Taxing Authorities) of the Taxing Authorities or entities or individuals that are a~liates of such Taxing Authorities.

SunEdiso 202 - 53 Utilities. Members of McKinsey currently serve, or in Failed to idea#ify connection by name; failed-to provide details.of n Exhibit B the past two years have served, either through relationship with disclosed connections, and failed to disclose McKinsey RTS or an affiliate thereof, the following additional connections, including: _ Utilities or entities or individuals that are affiliates of 1. Southern California Edison (Utilities) such Utilities in matters unrelated to the Debtors, the 2. ACC.Business, Inc: (Utilities) Debtors' Chapter 11 Cases, or such Utilities' claims against the Debtors: AT&T, Inc.; and one confidential client. Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 141 of 351 Page ID Case 1:18-cv-04141-JMF Document #:641 73-2 Filed 09/04/18 Page 70 of 146

SunEdiso 202 - 54 Vendors. Members of McKinsey currently serve, or in Failed to identify connection by name, failed to provide details of n Exhibit B the past two years have served; either through relationship with disclosed connections, and failed to disclose McKinsey RTS or an a~liate thereof, the following additional connections, including: Vendors or entities or individuals that are affiliates of 1. Aon Risk Services Central (Vendor) such Vendors in matters unrelated to the Debtors, 2. Enphase Energy (Vendors) the Debtors' Chapter 11 Cases, or such Vendors' 3. Gamesa Renewable Private Limited (Vendors) claims against the Debtors: Xcel Energy; and one 4. Siemens Energy Inc..(Vendors) confidential client. 5. Southern California Edison (Vendors)

SunEdiso 202 - 65 Based upon the foregoing, I believe that McKinsey In fact, McKinsey held an adverse interest given (i) $22.8 million n Exhibit B RTS does not hold an adverse interest to the receivable on McKinsey's books from SunEdison, and (ii) $22.2 Debtors' estates million preference payable by McKinsey to SunEdison, as more fully described in-narrative portion of Complaint

SunEdiso 202 - 65 McKinsey RTS is a "disinterested person," as that McKinsey RTS not disinterested due to undisclosed connections n Exhibit B ~ term is defined in section 101(14) of the Bankruptcy listed on Schedule 4 to this Complaint Code.

SunEdiso 484 21 McKinsey RTS received no other payments from the Failed to adequately disclose true circumstances of fraudulent "re- n Debtors during the ninety days immediately invoicing" and "round-trip payment' scheme, as more fully . recedin the Petition Date: described in narrative ortion of Com taint. SunEdiso 484 22 In addition to the prepetition amounts owed to In fact, McKinsey carried a $22.8 million receivable on its books n McKinsey RTS, total amounts due to McKinsey and from SunEdison, as more fully described in narrative portion of Company, Inc. United States ("McKinsey U.S.") for its. Complaint prepetition services in 2016 totaled $4,000,000.00.

SunEdiso 484 22 At various times during the- ninety days prior to the The reasons for refunds.to SunEdison are presented falsely. As n commencement of these Chapter 11 Cases, shown in the SunEdison Forensic Analysis and the FTI Report McKinsey U.S received fees from the Debtors but (more fully described in narrative portion of Complaint), this is part ultimately refunded such payments in full, resulting in of the "round-trip" payment scheme. "net zero" payments from the Debtors in the ninety days.leading up to the Petition Date. Case 2:20-cv-01582-VAP-RAOCase 1:18-cv-04141-JMF Document Document 1-1 73-2 Filed Filed02/18/20 09/04/18 Page Page 142 71of 351 of 146 Page ID #:642

SunEdiso 484 22 The refunds to the Debtors were generated because As more fully described in narrative portion of Complaint, with n (i) ultimately certain non-Debtor affiliates paid respect to assertion (i), failed to disclose that the non-Debtor McKinsey U.S.'s fees and (ii) the Debtors made an affiliates paid McKinsey's fees pursuant to fraudulently-generated overpayment. invoices intended to absolve SunEdison of its debt to McKinsey and thereby permitting McKinsey to dodge liability for a voidable preference and a disqualifying conflict with SunEdison. With respect to assertion (ii), fails to make full disclosure necessitated by the highly unusual nature of the alleged duplicate payment to McKinse . SunEdiso 484 22 With respect to (i), the Debtors determined that, As more fully described in narrative portion of Complaint, failed to n based on the scope of services being provided by disclose that the non-Debtor affiliates paid McKinsey's fees McKinsey U.S., certain of its non-debtor project pursuant to fraudulently-generated. invoices intended to absolve affiliates (the "Non-Debtor Project A~liates") were SunEdison of its debt to McKinsey and thereby permitting McKinsey receiving the benefit of McKinsey U.S.'s prepetition to dodge liability for a voidable preference and a disqualifying services and thus were the more appropriate payors conflict with SunEdison. McKinsey did not, in fact, render services of McKinsey U.S.'s fees relating to those services. to non-Debtor affiliates but, rather, to SunEdison pursuant to written contract with SunEdison. SunEdiso 484 22 While the Debtors remained responsible As more fully described in narrative portion of Complaint, with n contractually for McKinsey U.S.'s fees and made respect to assertion (i), failed to disclose that the non-Debtor certain payments as set forth below, McKinsey U.S. a~liates paid McKinsey's fees pursuant to fraudulently-generated ultimately returned all of the payments made by the invoices intended to absolve SunEdison of its debt to McKinsey and Debtors after receiving payments from the Non- thereby permitting McKinsey to dodge liability for a voidable Debtor Project A~liates (as described in paragraph preference and a disqualifying conflict with SunEdison. The 23 below) covering such amounts. payments to SunEdison by McKinsey did not offset McKinsey's obligations to return the preference created by the a~liates' payments to McKinsey. Instead, they create an unsecured claim by McKinsey in the SunEdison estate, a dsqualifying conflict which McKinsey failed to disclose.

SunEdiso 484 23 At the direction of the Debtors, during the ninety days As more fully described in narrative portion of Complaint, McKinsey n prior to the commencement of these Chapter 11 did not, in fact, render services to non-Debtor affiliates but, rather, Cases, the Non-Debtor Project Affiliates paid to SunEdison pursuant to written contract with SunEdison. Non- McKinsey U.S. a total of $3,563,167.78 covering the Debtor affiliates made payments pursuant to sham invoices issued full amount of the fees owed for prepetition services to absolve SunEdison of debt to McKinsey. that the Debtors determined were provided for the benefit of such affiliates. Such payments were made according to the following schedule: Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 143 of 351 Page ID Case 1:18-cv-04141-JMF Document #:643 73-2 Filed 09/04/18 Page 72 of 146

SunEdiso 484 24 The schedule of such payments by the Debtors and As more fully described in narrative portion of Complaint, McKinsey n the subsequent refunds of those amounts are did not, in fact, render services to non-Debtor a~liates but, rather, outlined below: to SunEdison pursuant to written contract with SunEdison. Non- Debtoraffiliates made payments pursuant to sham invoices issued to absolve SunEdison of debt to McKinsey.

SunEdiso 484 30 McKinsey RTS (a) does not have any connection with In fact, McKinsey RTS. had the undisclosed connections listed on n the Debtors or their a~liates, their creditors, or any Schedule 5 to this Complaint other Interested Parties in these cases, as identified on the Interested Parties List, other than as set forth herein SunEdiso 484 30 McKinsey RTS (b) is a "disinterested person," as that McKinsey RTS not disinterested due to undisclosed connections n term is defined in section 101(14) of the Bankruptcy listed on Schedule 5 to this Complaint Code; SunEdiso 484 30 McKinsey RTS (c) does not hold or represent any In fact, McKinseq held an adverse interest given (i) $22.8 million n interest adverse to the Debtors' estates or any class receivable on McKinsey's books from SunEdison, and (ii) $22.2 of creditors or equity security holders, by reason of million preference payable by 1111cKinsey to SunEdison, as more fully any direct or indirect relationship to, connection with, described in narrative-portion of Complaint or interest in the Debtors; SunEdiso 484 30 McKinsey RTS (d) is not and has not been a creditor, In fact, McKinsey was a creditor of the Debtors given (i) $22.8 n an equity security holder, or an insider of the Debtors, million receivable on McKinsey's books from SunEdison, and (ii) except that McKinsey RTS has previously rendered $22.2 million preference payable by McKinsey to SunEdison, as services to the Debtors for which it has been more fully described in narrative portion of Complaint compensated and is owed the Prepetition Balance as set forth in paragraphs 17 and 18 herein

SunEdiso 484 32 Debtors. Members of McKinsey RTS serving the Failed to disclose additional connection to employee of Debtors: n Debtors served the Debtors' predecessor company, 1. Paul M. Sullivan Monsanto Electronic Material Company or MEMG since 2009. One member of McKinsey RTS serving the Debtors has known the Debtor's CEO, Ahmad Chatita, from past professional relationships prior to 2009. In addition, one member of McKinsey RTS serving the Debtors knows James Williams, a board member of the Debtors, from both previous and current professional relationships. Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 144 of 351 Page ID Case 1:18-cv-04141-JMF Document #:644 73-2 Filed 09/04/18- Page 73 of 146

SunEdiso 484 33 1st Lien Lenders. Members of McKinsey RTS Failed to provide details of relationship with disclosed connection, n currently serve, or in the past two years have served, and failed to disclose additional connection, including: either through McKinsey RTS or an affiliate thereof, 1. Wells Fargo (1st Lien Lenders) the following 1st Lien Lenders or entities or individuals that are affiliates of such 1st Lien Lenders in matters unrelated to the Debtors, the Debtors' Chapter 11 Cases, or such 1st Lien Lenders' claims against the Debtors: Apollo Credit.

SunEdiso 484 35 2nd Lien Lenders. Members of McKinsey RTS Failed to provide details of relationship with disclosed connections, n currently serve, or in the past two years have served, and failed to disclose additional connections, including: either through McKinsey RTS or an affiliate thereof, 1. BlackRock, Inc.{2nd Lien Lenders) the following 2nd Lien Lenders or entities or 2. Cerberus (2nd .Lien. Lenders) individuals that are affiliates of such 2nd Lien 3. Cerberus lrstitutional Partners (2nd Lien Lenders) Lenders in matters unrelated to the Debtors, the 4. Cerberus Institutional Partners VI, L.P.(2nd Lien Lenders) Debtors' Chapter 11 Cases, or such 2nd Lien 5. Citigrnup Global Markets, Inc:(2nd Lien Lenders) Lenders' claims against the Debtors: Apollo; Apollo A 6: Deutsche Bank-(2nd Lien Lenders) N Credit Fund (Delaware), L.P.; and Apollo Credit 7. Goldman Sachs (2nd Lien Lenders} Strategies Master Fund. 8. K Special Opportunity Fund L.P.

SunEdiso 484 36 2nd Lien Professionals. A member of McKinsey RTS Failed to provide details of relationship with named connection.. n was previously employed, in the past finro years, by the following 2nd Lien Professional but on matters unrelated to the Debtors and the Debtors' Chapter 11 Cases: Houlihan Loke . SunEdiso 484 37 Board Members (last 5 years). A member of Failed to provide details of relationship with named connection.. n McKinsey RTS serving the Debtors knows James Williams, a board member of the Debtors from both previous and current professional relationships. Case 2:20-cv-01582-VAP-RAOCase 1:18-cv-04141-JMF Document Document 1-1 73-2 Filed Filed02/18/20 09/04/18 Page Page 145 74of 351of 146 Page ID #:645

SunEdiso 484 38 Members of McKinsey RTS currently serve, or in the Failed to provide details of relationships with named connections. n past two years have served, either through McKinsey RTS or an affiliate thereof, the following Competitors or entities or individuals that are aft'iliates of such Competitors in matters unrelated to the Debtors, the Debtors' Chapter 11 Cases, or such Competitors' claims against the Debtors: Enel S.p.A.; NextEra Energy Partners LP; NextEra Energy, Inc.; NRG Energy, Inc; and NRG Yield, Inc. In addition, members of McKinsey RTS serving the Debtors provided pre-petition services to the Debtors that included meeting with. Vivint Solar, a Competitor on the Interested Parties List, to discuss the potential to apply established Debtor operational processes to Vivint's solar products. Finally, at the request of the Debtors, certain of McKinsey RTS's affiliate's pre- petition work was paid by special purpose vehicles owned in part by the Debtors and in part by Dominion Resources, Inc., a Competitor on the Interested Parties List.

SunEdiso 484 39 Convertible Note Holders, Members of McKinsey Failed to provide details of relationship with disclosed connections, n RTS currently serve, or in the past finro years have and failed to disclose add~ional connections, including: served, either through McKinsey RTS or an affiliate 1. Allianz SE (Convertible Note Holders) thereof, the following Convertible Note Holders or 2. BlackRock Financial Management entities or individuals that are affiliates of such 3. BlackRock Fund Advisors Convertible Note Holders in matters unrelated to the 4. Citigroup Incorporated (Convertible Note Holders) Debtors, the Debtors' Chapter 11 Cases, or such 5. Deutsche Bank AG (Convertible Note Holders) Convertible Note Holders' claims against the 6. Goldman Sachs Group Inc (Convertible Note Holders) Debtors: JPMorgan Chase & Co.; and Oaktree 7. Managed Account Advisors LLC (Convertible Note Holders) Capital Management. 8. Wells Fargo Securities (Convertible Note Holders) 9. Wells Fargo &Company (Convertible Note Holders) 10. Wells Fargo Bank (Convertible Note Holders) Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 146 of 351 Page ID Case 1:18-cv-04141-JMF Document #:646 73-2 Filed 09/04/18 Page 75 of 146

SunEdiso 484 40 Customers. Members of McKinsey RTS currently Failed to provide details of relationships with named connection, n serve, or in the past two years have served, either and failed to disclose additional connections and details of through McKinsey RTS or an affiliate thereof, the relationships with: following Customers or entities ar individuals that are 1. UC Berkeley (Customers) affiliates of such Customers in matters unrelated to 2. Citibank (Customers) the Debtors, the Debtors' Chapter 11 Cases, or such Customers' claims against the Debtors: Anheuser- Busch Companies, Inc.; AT&T; Dignity Health; J. P. Morgan; Pacific Gas &Electric; Tata Power Delhi Distribution Limited; Tata Communications Limited - India; Tata America International Corp.; Xcel Mn; Xcel PSCo; Whirlpool of India Ltd; and Southern California Edison.

SunEdiso 484 41 Debtors Professionals. To the best of my knowledge, Failed to provide details of relationship with named connection.. n no member of McKinsey RTS currently serves, or in the past two years has served or been employed by, any of the Debtors Professionals or entities or individuals that are a~liates of such Debtors Professionals. SunEdiso 484 42 Depository Banks. To the best of my knowledge, no Failed to disclose connections, including: n member of McKinsey RTS currently serves, or in the 1. Banco Popular (Depository Banks) past two years has served or been employed by, any 2. Citibank (Depository Banks) of the Depository Banks or entities or individuals that 3. Deutsche Bank (Depository Banks) are affiliates of such Depository Banks. 4. Wells Fargo (Depository Banks)

SunEdiso 484 44 Executive O~cers (last 5 years). One member of Failed to provide details of relationship with named connection. n McKinsey RTS serving the Debtors has known the Debtor's CEO, Ahmad Chatila, from past rofessional relationshi s rior to 2009. SunEdiso 484 45 Government Bodies. To the best of my knowledge, Failed to disclose connections to and details of relationships with: n no member of McKinsey RTS currently serves, or in 1. Internal Revenue Service (Government bodies) the past two years has served or been employed by, 2. State of Oregon, Construction Contractors Board.(Government any of the Government Bodies or entities or bodies) individuals that are affiliates of such Government 3. U.S. CUSTOMS AND BORDER PROTECTION (Government Bodies. bodies) Case 2:20-cv-01582-VAP-RAOCase 1:18-cv-04141-JMF Document Document 1-1 73-2 Filed 02/18/20Filed 09/04/18 Page Page 147 of76 351 of 146 Page ID #:647

SunEdiso 484 46 Institutional Shareholders > 1%. To the best of my Failed to disclose connections to and details of relationships with: n knowledge, no member of McKinsey RTS currently 1. BNP Paribas Securities Corp. North America (Institutional serves, or in the past two years has served or been Shareholders > 1%) employed by, any of the listed Institutional 2. Bank of America Merrill Lynch (US)(Institutional Shareholders > Shareholders or entities or individuals that are 1%) a~liates of such Institutional Shareholders. 3. Deutsche Bank Securities Inc. (Institutional Shareholders > 1%) 4. Goldman Sachs 8~ Company, Inc. (Institutional Shareholders > 1 %) 5. State Street Global Advisors(US) (Institutional Shareholders > 1% 6. UBS Securities LLC (Institutional Shareholders > 1%)

SunEdiso 484 47 Insurance Providers.:To the best of my knowledge, Failed to disclose connections to and details of relationships with: n no member of McKinsey RTS currently serves, or in 1. AIG Insurance Co.(Insurance Providers) the fast two years has served or been employed by, 2. Chartis Specialty Ins. Co.(Insurance Providers) any of the Insurance Providers or entities or 3. Lexington Insurance Company (Insurance Providers) individuals that are affiliates of such Insurance 4. National Union Fire Insurance Co.(Insurance Providers) Providers. 5. National Union Fire Insurance Co. Pittsburgh (AIG)(Insurance Providers) 6. Zurich American Insurance (Insurance Providers)

SunEdiso 4&4 49 Landlords. To the best of my knowledge, no member Failed to disclose connections to and details of relationships with: n of McKinsey RTS currently serves, or in the past two 1. Zurich Vida, Compania de Seguros y Reaseguros S.A. years has served or been employed by, any of the (Landlords) Landlords or entities or individuals that are affiliates of such Landlords. SunEdiso 484 50 LC Issuers. To the-best of my knowledge, no Failed to disclose connections, including: n member of McKinsey RTS currently serves, or in the 1. Wells Fargo(LC Issuers) past two years has served or been employed by, any 2. Barclays Capital(LC Issuers) of the LC Issuers or entities or individuals that are 3. Deutsche Bank (LC Issuers) a~liates of such LC Issuers. Case 2:20-cv-01582-VAP-RAOCase 1:18-cv-04141-JMF Document Document 1-1 73-2 Filed Filed02/18/20 09/04/18 Page Page 148 77of 351 of 146 Page ID #:648

SunEdiso 484 53 Litigants. Members of McKinsey RTS currently serve, Failed to provide details of relationships with named connections, n or in the past two years have served, either through and failed to disclose connections to and details of relationships McKinsey RTS or an affiliate thereof, the following with: Litigants or entities or individuals that are a~liates of 1. AIG Property Casualty Co. as subrogee of John Paul DeJoria such Litigants in matters unrelated to the Debtors, (Litigant) the Debtors' Chapter 11 Cases, or such Litigants' 2. AIG Specialty Insurance Co. f/k/a Chartis Specialty Insurance Co. claims against the Debtors: E.I. du Pont de Nemours (Litigant) and Company; Riverstone/Carlyle Renewable Energy Grant GP; and ThyssenKrupp. In addition, members- of McKinsey RTS serving the Debtors provided pre- petition services to the Debtors that included meeting with Vivint Solar, a Litigant on the Interested Parties List, to discuss the potential to apply established Debtor operational processes to Vivint's solar products.

SunEdiso 484 58 Taxing Authorities. To the best of my knowledge, no Failed to disclose connection to and details of relationship with: n member of McKinsey RTS currently serves, or in the 1. Oregon Department of Revenue (Taxing Authorities) past two years has served or been employed by, any 2. Pennsylvania Bureau of Corporation Taxes (Taxing Authorities) of the Taxing Authorities or entities or individuals that are affiliates of such Taxing Authorities.

SunEdiso 484 60 Utilities. Members of McKinsey currently serve, or in Failed to provide details of relationships with named connections, n the past two years have served, either through and failed to disclose connection to and details of relationship with: McKinsey RTS or an affiliate thereof, the following 1. ACC Business, Inc. (Utilities) Utilities or entities or individuals that are affiliates of such Utilities in matters unrelated to the Debtors, the Debtors' Chapter 11 Cases, or such Utilities' claims against the Debtors: AT&T, Inc.; and Southern California Edison. SunEdiso 484 61 Vendors. Members of McKinsey currently serve, or in Failed to identify connection by name, failed to provide details of n the past two years have served, either through relationship with disclosed connections, and failed to disclose McKinsey RTS or an affiliate thereof, the following additional connections, including: Vendors or entities or individuals that are a~liates of 1. Aon Risk Services Central (Vendor) such Vendors in matters unrelated to the Debtors, 2. Enphase Energy (Vendors) the Debtors' Chapter 11 Cases, or such Vendors' 3. Gamesa Renewable Private Limited (Vendors) claims against the Debtors: Xcel Energy; and 4. Siemens Energy Inc. (Vendors) Southern California Edison. Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 149 of 351 Page ID Case 1:18-cv-04141-JMF Document #:649 73-2 Filed 09f04/18 Page 78 of 146

SunEdiso 484 73 Based upon the foregoing, I believe that McKinsey In fact, McKinsey held an adverse interest given (i) $22.8 million n RTS does not hold an adverse interest to the receivable on McKinsey's books from SunEdison, and (ii) $22.2 Debtors' estates million preference payable by McKinsey to SunEdison, as.more fully. described in narrative portion of Complaint

SunEdiso 484 73 McKinsey RTS is a "disinterested person," as that McKinsey RTS not. disinterested due to undisclosed connections n term is defined in section 101(14) of the Bankruptcy listed on Schedule 5 to this Complaint Code.

SunEdiso 586 1 I submit this Supplemental Declaration in accordance Declaration dies-not comply with 11 U.S.C. § 327(a) or Federal - n with section 327(a) of title 11 of the Bankruptcy Code Rule of Bank~~:ptcy Procedure 2014(a) because it omits the connections listed on Schedule 6 to this Complaint

SunEdiso 586 4 In addition to the payments received from the Non- Failed to disclose true circumstances offraudLlent "re-invoicing; n Debtor Project Affiliates within the 90-day period and "round-trip paymQnt"scheme, as more fully described in , preceding the Petition Date (the "90-Day Period") as narrative partion~ of Complaint. set forth in the Amended Declaration, McKinsey and Company, Inc. United States ("McKinsey U.S.") received certain prepetition payments from the Non- Debtor Project Affiliates outside of the 90-Day Period.

SunEdiso 586 5 At the direction of the Debtors, during the time frame Failed to disclose true circumstances of fraudulent "re-invoicing° n outside the 90-Day Period, the Non-Debtor Project and "round-trip payment" scheme, as more fully described in A~liates paid McKinsey U.S. a total of $7,081,099.00 narrative portion of Complaint. - in fees owed for. prepetition services that the Debtors determined were provided for the benefit of such affiliates. All such payments were made according to the following schedule:

SunEdiso 586 5 The work covered by the invoices referenced above Failed to disclose true- circumstances of fraudulent "re-invoicing" n (the "Invoiced Work") had previously been invoiced and "round-trip payment'' scheme, as more-fully described in b McKinse U.S. to the Debtors. narrative ortiort of Com faint. SunEdiso 586 5 Thereafter, the Debtors determined that this work Failed to disclose true circumstances of fraudulent °re-invoicing" n had been provided for the benefit of certain Non- and "round-trip payment" scheme, as more fully described in Debtor Project A~liates and was properly payable by narrative portion of Complaint. those roect affiliates. SunEdiso 586 5 Accordingly, the Debtors requested that McKinsey Failed to disclose true circumstances of fraudulent "re-invoicing" n U.S. re-invoice the Non-Debtor Project A~liates for and "round-trip payment' scheme, as more fully described in the Invoiced Work. narrative ortion of Com faint. Case 2:20-cv-01582-VAP-RAOCase 1:18-cv-04141-JMF Document Document 1-1 73-2 Filed Filed02/18/20 09/04/18 Page Page 150 79of 351of 146 Page ID #:650

SunEdiso 586 5 McKinsey U.S. received no payment from the Failed to disclose true circumstances of fraudulent "re-invoicing" n Debtors in respect of the Invoiced Work and was and "round-trip payment'scheme, as more fully described in paid for the Invoiced Work only by the Non-Debtor narrative portion of Cort~plaint. Pro~ect Affiliates, as set forth above. SunEdiso 586 6 McKinsey U.S.'s work at the Non-Debtor Project Failed to disclose true circumstances of fraudulent "re-invoicing" n Affiliates projects throughout the second half of 2015 and "round-trip payment'scheme ; as more fully described in and the first quarter of 2016 was directly beneficial to narrative portion of Complaint. those Non-Debtor Project Affiliates and lowered the fo#al cost of such projects, net of McKinsey U.S.'s fees. SunEdiso 586 ~ 6 MdCinsey U.S.'s work benefitted these Non-Debtor. Failed to disclose true circumstances of fraudulent "re-invoicing" n Project A~liates in at least four directand_specific and "round-trip payment° scheme, as more #ully described in wa s: ~ narrative ortion of Com taint. SunEdiso 586,.- - . 7 McKinsey U.S. is assisting the Debtors in their efforts Failed to disclose true circumstances of fraudulent "re-invoicing" n to provide these parties with information sufficient to and "round-trip payment" scheme; as more fully described in allow them to conclude that payment for the Invoiced narrative portion of Complaint. Work by the relevant Non-Debtor Project A~liates was a ro riate. SunEdiso 586 7 In addition, McKinsey RTS has become aware that a Failed to disclose-true circumstances of fraudulent "re-invoicing" n former project manager at one of the Non-Debtor and "round-trip payment' scheme, as more fully described in Project A~liates, who had been demoted from that narrative portion of Complaint. _ position, raised objections concerning the allocation of McKinsey U.S.'s work to that Non-Debtor Project A~liate. SunEdiso 586 66 One employee of an a~liate of McKinsey. RTS, who Failed to identify connection- by name and to provide details of n is not serving the Debtors in these Chapter 11 relationship.. Cases, holds 2,000 shares of the equity securities of SunEdison Inc. SunEdiso 586 67 MIO investors make investments with MIO essentially Falsely stated that MIO is a "blind trust'. As required by law, MIO n on a "blind trust" basis, with such MIO investors periodically files statements of its holdings with the United States having no access to information about the underlying Department of Labor, which makes them publicly available on its holdings in the third-party funds. website and thus accessible by MIO employees. Moreover, Defendant Jon Garcia, who is President of McKinsey RTS and McKinsey & Co. partner, has been directly involved in McKinsey's bankruptcy services while serving on MIO's board. Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 151 of 351 Page ID Case 1:18-cv-04141-JMF Document #:651 73-2 Filed 09/04/18 Page 80 of 146

SunEdiso 586 71 In addition, as noted above, McKinsey RTS and its Failed to identify connections by name and to provide details of n a~liates in the past have worked with, or currently relationships. work with, virtually all of the professionals named on the Interested Parties. List, and likely will continue in the future to work with professionals involved in these cases, on matters unrelated to these cases.

SunEdiso 1958 5 McKinsey RTS continues to monitor the list of parties Declaration failed to disclose connections to or details of n on the Interested Parties List, as it is updated, relationships with connections listed on Schedule 7 to this against its own records. As used in this Second Complaint. Supplemental Declaration, the "Interested Parties List" means the list of Interested Parties, updated as of November 17, 2016, a copy of which is attached hereto. On this basis, we-disclose the following, in addition to the disclosures made in the Application, the Original Declaration, the Amended Declaration, and the First Supplemental Declaration

SunEdiso 1958 6 Debtors. Members of. McKinsey RTS know Paul M. Failed to identify connection by name and to provide details of n Sullivan, Vice President, NAMR Utility Construction at relationship. the Debtors. Mr. Sullivan was formerly employed by an affiliate of McKinsey RTS US, McKinsey 8~ Company, Inc. United States, where his title was Senior Practice Expert, Capital Productivity. Case 2:20-cv-01582-VAP-RAOCase 1:18-cv-04141-JMF Document Document 1-1 73-2 Filed Filed02/18/20 09/04/18 Page Page 152 of81 351 of 146 Page ID #:652

SunEdiso 1958 7 2002 List. A member of McKinsey RTS currently Failed to provide. details of relationship with named connection and n serves, or in the period starting two years prior to the failed to disclose connections to and details of relationships with: Petition Date has served, either through McKinsey 1. Jones Day LLP (2002 List) RTS US or an affiliate thereof, the following parties 2. LOTTE Fine Chemical Co., Ltd.(2002 List) on the 2002 List or entities or individuals that are affiliates of such 2002 List parties on matters unrelated to the Debtors, the Debtors' Chapter 11 Cases, or such 2002 List parties' claims against the Debtors: Wells Fargo Equipment Finance, Inc. Since the Petition Date, McKinsey RTS US has been a party to a litigation in which it is adverse to the following parties on the 2002 List or entities or individuals that are affiliates of such_2002 List parties in matters unrelated to the Debtors, the Debtors' Chapter 11 Cases, or such 2002 List parties' claims against the Debtors: Mar-Bow Vatue Partners.

SunEdiso 1958 8 1st Lien Lender. A member of McKinsey RTS Failed to provide details of relationship with named connection. n currently serves, or in the period starting two years prior to the Petition Date has served, either through McKinsey RTS US or an affiliate thereof, the following 1st Lien Lender or entities or individuals that are a~liates of such 1st Lien Lender on matters unrelated to the Debtors, the Debtors' Chapter 11 Cases, or such 1st Lien Lender's claims against the Debtors: Wells Farga

SunEdiso 1958 9 1st Lien Professionals. A member of McKinsey RTS Failed to provide details of relationship-with named connection. n who is not serving the Debtors, is or has been represented in the period starting two years prior to the Petition Date by the following 1st Lien Professionals or entities or individuals that are affiliates of such 1st Lien Professionals while serving as the chapter 15 representative for another McKinsey RTS US client on matters unrelated to the Debtors, the Debtors' Chapter 11 Cases, or such 1st Lien Professionals' claims against the Debtors: White & Case LLP. Case 2:20-cv-01582-VAP-RAOCase 1:18-cv-04141-JMF Document Document 1-1 73-2 Filed Filed02/18/20 09/04/18 Page Page 153 82of 351 of 146 Page ID #:653

SunEdiso 1958 10 2nd Lien Professionals. A member of McKinsey RTS Failed to provide details of relationship with named connection. n was previously employed, in the period starting two years prior to the Petition Date, by the following 2nd Lien Professionals or entities or individuals that are affiliates of such 2nd Lien Professionals on matters unrelated to the Debtors, the Debtors' Chapter 11 Cases, or such 2nd Lien Professionals' claims against the Debtors: Houlihan Lokey.

SunEdiso 1958 11 Ad Hoc Group Advisor. A member of McKinsey RTS Failed to provide details of relationship with named connection. n who is not serving the Debtors, is or has been represented in the period.starting two years prior to the Petition Date by the following Ad Hoc Group Advisor or entities or individuals that are affiliates of such Ad Hoc Group Advisor while serving as the chapter 15 representative for another McKinsey RTS US client on matters unrelated to the Debtors, the Debtors' Chapter 11 Cases, or such Ad Hoc Group Advisor's claims against the Debtors: White &Case LLP. Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 154 of 351 Page ID Case 1:18-cv-04141-JMF Document #:654 73-2 Filed 09/04/18 Page 83 of 146

SunEdiso 11958 12 Bidder. Members of McKinsey RTS not serving the Failed to provide details of relationships with named connections, Debtors currently serve, or in the period starting two and failed to disclose additional connections to and details of years prior to the Petition Date have served, either relationships with: through McKinsey RTS US or an affiliate thereof, the 1. Longroad Energy Partners LLC / BlackRock Infrastructure following Bidders or entities or individuals that are (Bidder) affiliates of such Bidders on matters unrelated to the 2. Siemens (Bidder) Debtors, the Debtors' Chapter 11 Cases, or such Bidders' claims against the Debtors: TransAlta Corporation; Mitsui & Co.(U.S.A.), Inc.; one confidential client. A member of an affiliate of McKinsey RTS US who served the Debtors currently serves, or in the period starting two years prior to the Petition Date has served, either through McKinsey RTS US or an affiliate thereof, the following Bidder or entities or individuals that are affiliates of such Bidder on matters unrelated to the Debtors, the Debtors' Chapter 11 Cases, or such Bidders claims against the Debtors: E.On SE. Members of McKinsey RTS currently serve or in the period starting two years prior to the Petition Date have served, either through McKinsey RTS US or an a~liate thereof, the following Bidder or entities or individuals that are a~liates of such Bidder on matters unrelated to the Debtors, the Debtors' Chapter 11 Cases, or such Bidder's claims against the Debtors: an a~liate of NRG Energy. Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 155 of 351 Page ID Case 1:18-cv-04141-JMF Document #:655 73-2 Filed 09/04/18 Page 84 of 146

SunEdiso 1958 13 Competitors. A member of McKinsey RTS not Failed to provide details of relationships with named connections. n serving the Debtors currently serves, or in the period starting finro years prior to the Petition Date has served, either through McKinsey RTS US or an a~liate thereof, the following Competitors or entities or individuals that are a~liates of such Competitors on matters unrelated to the Debtors, the Debtors' Chapter 11 Cases, or such Competitors' claims against the Debtors: one confidential client. A member of an affiliate of McKinsey RTS who served the Debtors currently serves, or in the period starting two years prior to the Petition Date has served, either through McKinsey RTS US or an a~liate thereof, the following Competitors or entities or individuals that are affiliates of such Competitors on matters unrelated to the Debtors, the Debtors' Chapter 11 Cases, or such Competitors' claims against the Debtors: E.On. Members of McKinsey RTS currently serve or in the period starting finro years prior to the Petition Date have served, either through McKinsey RTS US or an affiliate thereof, the following Competitors or entities or individuals that are affiliates of such Competitors on matters unrelated to the Debtors, the Debtors' Chapter 11 Cases, or such Competitors' claims against the Debtors: an affiliate of each of NRG Energy Inc. and NRG Yield, Inc.

SunEdiso 1958 14 A member of McKinsey RTS was previously Failed to provide details of relationship with named connection, and n employed, in the period starting two years prior to the failed to disclose additional connection to and details of relationship Petition Date, by the following Customers or entities with: or individuals that are affiliates of such Customers on 1. Citibank (Customers) matters unrelated to the Debtors, the Debtors' Chapter 11 Cases, or such Customers' claims against the Debtors: UC Berkeley. Case 2:20-cv-01582-VAP-RAO1:18-cv-04141-JMF Document 1-1 Filed 02/18/20 Page 156 of 351 Page ID Case Document #:656 73-2 Filed 09/04/18. Page 85 of 146

SunEdiso 1958 15 Convertible Note Holders. A member of McKinsey Failed to provide details of relationship with disclosed connections, n RTS currently serves, or in the period starting two and failed to disclose additional connections, including: years prior to the Petition Date has served, either 1. BlackRock Financial Management through McKinsey RTS US or an ~liate thereof, the 2. BlackRock Fund Advisors following Convertible- Note Holders or entities or individuals that are affiliates of such Convertible Note Holders on matters unrelated to the Debtors, the Debtors' Chapter 11 Cases, or such Convertible Note Holders' claims against or interests in the Debtors: Wells Fargo Securities; Wells Fargo &Company; and Wells Fargo Bank. A member of McKinsey RTS who is not serving the Debtors was previously employed, in the period starting two years prior to the Petition Date, by the following Convertible Note Holders or entities or individuals that are affiliates of such Convertible Note Holders on matters unrelated to the Debtors, the Debtors' Chapter 11 Cases, or such Convertible Note Holders' claims against the Debtors: JP Morgan Chase & Co.

SunEdiso 1958 16 Debtors Professionals. A member of McKinsey RTS Failed to provide details of relationship with named connection. n who is not serving the Debtors was previously employed, in the period starting two years prior to the Petition Date, as an attorney by the following Debtors Professionals where he wflrked directly on matters involving the Debtors and these Chapter 11 cases: Skadden, Arps, Slate; Meagher &Flom LLP and Affiliates. SunEdiso 1958 17 Depository Banks. A member of McKinsey RTS Failed to provide details of relationship with named connection, and n currently serves, or in the period starting two years failed to disclose additional connections to and details of prior to the Petition Date has served, either through relationships with: McKinsey RTS US or an affiliate thereof, the 1. Banco Popular (Depository Banks) following Depository Banks or entities or individuals 2. Citibank (Depository Banks) that are affiliates of such Depository Banks on 3. Deutsche Bank (Depository Banks) matters unrelated to the Debtors, the Debtors' Chapter 11 Cases, or such Depository Banks' claims against the Debtors: Wells Fargo. Case 2:20-cv-01582-VAP-RAO1:18-cv-04141-JMF Document Document 1-1 73-2 Filed Filed02/18/20 09/04/18 Page Page 157 86of 351of 146 Page ID Case #:657

SunEdiso 1958 18 Institutional Shareholders > 1%. A member of Failed to provide details of relationship with named connection, and n McKinsey RTS currently serves, or in the period failed to disclose additional connections to and details of starting.two years prior to the Petition Date has relationships with: served, either through McKinsey RTS US or an 1. Bank of America Merrill Lynch (US)(Institutional Shareholders > affiliate thereof, the following Institutional 1%) Shareholders > 1% or entities or individuals that are 2. Deutsche Bank Securities Inc. (Institutional Shareholders > 1%) affiliates of such Institutional Shareholders > 1% in 3. Goldman Sachs &Company, Inc. (Institutional Shareholders > matters unrelated to the Debtors, the Debtors' 1%) Chapter 11 Cases, or claims by such Institutional 4. State Street Global Advisors(US) (Institutional Shareholders > Shareholders > 1%against or interests in the 1% Debtors: BNP Paribas Securities Corp. North 5. UBS Securities LLC (Institutional Shareholders > 1%) America SunEdiso 1958 19 LC Issuers. A member of McKinsey RTS currently Failed to provide details of relationship with named connection, and n serves, or in the period starting two years prior to the failed to disclose additional connections to. and details of Petition Date has served, either through McKinsey relationships with: RTS US or an affiliate thereof, the following LC 1. Barclays Capital(LC Issuers) Issuers or entities or individuals that are a~liates of 2. Deutsche Bank (LC Issuers) such LC Issuers on matters unrelated to the Debtors, the Debtors' Chapter 11 Cases, or such LC Issuers' claims against the Debtors: Wells Fargo.

SunEdiso 1958 20 Litigant. A member of McKinsey RTS who is not Failed to identify connection by name and to provide details of n serving the Debtors currently serves, or in the period relationship, and failed to disclose connections to and to provide starting two years prior to the Petition Date has details of relationship with: served, either through McKinsey RTS US or an 1. AIG Property Casualty Co. as subrogee of John Paul DeJoria affiliate thereof, the following Litigant or entities or (Litigant) individuals that are affiliates of such Litigant on 2. AIG Specialty Insurance Co. f/k/a Chartis Specia~y Insurance Co. matters unrelated to the Debtors, the Chapter 11 (Litigant) Cases, or such Litigants claims against the Debtors: one confidential client. SunEdiso 1958 21 UCC Advisors. Members of McKinsey RTS were Failed to provide details of relationship with named connection. n previously employed, in the period starting two years prior to the Petition Date, by the following UCC Advisors or entities or individuals that are a~liates of such UCC Advisors on matters unrelated to the Debtors, the Debtors' Chapter 11 Cases, or such UCC Advisors' claims against the Debtors: Alvarez & Marsal Holdin s LLC. Case 2:20-cv-01582-VAP-RAO1:18-cv-04141-JMF Document Document 1-1 73-2 Filed Filed02/18/20 09/04/18 Page Page 158 87of 351of 146 Page ID Case #:658

SunEdiso 1958 22 Uniform Commercial Code List. Members of Failed to provide details of relationship with named connections, n McKinsey RTS currently serve, or in the period and failed to disclose additional connections to and details of starting two years prior to the Petition Date have relationships with: served, either through McKinsey RTS US or an 1. Barclays Bank PLC (Uniform Commercial Code List) affiliate thereof, the following entities on the Uniform 2. Deutsche Bank AG New York Branch (Uniform Commercial Code Commercial Code List or entities or individuals that List) are affiliates of such entities on the Uniform 3. Deutsche Bank AG, London Branch (Uniform Commercial Code Commercial Code List on matters unrelated to the List) Debtors, the Debtors' Chapter 11 Cases, or such 4. Deutsche Bank Luxembourg S.A.(Uniform Commercial Code entities' claims against the Debtors: Wells Fargo List) Bank Northwest, National Association; International 5. Deutsche Bank Trust Company Americas (Uniform Commercial Business Machines. Code List) 6. Goldman Sachs Bank USA (Uniform Commercial Code List)

SunEdiso 1958 23 Utilities. Members of McKinsey RTS currently serve Failed to provide details of relationships with named connections. n or in the period starting two years prior to the Petition Date have served, either through McKinsey RTS US or an affiliate thereof, the following Utilities or entities or individuals that are a~liates of such Utilities on matters unrelated to the Debtors, the Debtors' Chapter 11 Cases, or such Utilities' claims against the Debtors: an affiliate of each of NRG Renew LLC and NRG Energy, Inc.

SunEdiso 1958 24 YieldCo Advisor. Members of McKinsey RTS were Failed to provide details of relationships with named connections. n previously employed, in the period starting 2 years prior to the Petition Date, by the following YieldCo Advisors or entities or individuals that are affiliates of such YieldCo Advisors on matters unrelated to the Debtors, the Debtors' Chapter 11 Cases, or such YieldCo Advisors' claims against the Debtors: AlixPartners, LLP; Sullivan &Cromwell, LLP. AlixPartners may be an a~liate of Mar-Bow Value Partners, identified in paragraph 7 under the category 2002 List above. Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 159 of 351 Page ID Case 1:18-cv-04141-JMF Document #:659 73-2 Filed 09/04/18 Page 88 of 146

SunEdiso 2614 5 McKinsey RTS continues to monitor the list of parties Declaration failed to disclose connections to or details of n on the Interested Parties List, as it is updated, relationships with connections listed on Schedule 8 to this against its own records. As used in this Third Complaint. Supplemental Declaration, the "Interested Parties List" means the list of Interested Parties, updated as of February 6, 2017, a copy of which is attached hereto. In preparing this Third Supplemental Declaration, McKinsey RTS reviewed the additional parties added to the Interested Parties List since November 17, 2016 (the date as of which the Interested Parties List was reviewed for the Second Supplemental Declaration) against its records. The additional parties are denoted on the attached Interested Parties List with an asterisk. On this basis, we disclose the following, in addition to the - disclosures made in the Original Declaration, the Amended Declaration, the First Supplemental Declaration and the Second Supplemental Declaration

SunEdiso 2614 6 2nd Lien Lenders. Members of McKinsey RTS not Failed to provide details of relationship with disclosed connections, n serving the Debtors currently serve, or in the period and failed to disclose additional connections, including: starting two years prior to the Petition Date have 1. BlackRock, Inc.(2nd Lien Lenders) served, either through.McKinsey RTS US or an 2. Cerberus(2nd Lien Lenders) affiliate thereof; the following 2nd Lien Lenders or 3. Gerberus Ins#itutionai Partners (2nd Lien Lenders) entities of individuals that are affiliates of such 2nd 4. Cerberus Institutional Partners. VI, L.P..(2nd Lien Lenders). Lien Lenders on matters unrelated to the Debtors, 5. Citigroup Global Markets; Inc. (2nd.Lien Lenders) the Debtors' Chapter 1.1 Cases, or such 2nd Lien 6. Deutsche Bank (2nd Lien Lenders) Lenders' claims against the Debtors: Centerbridge 7. Goldman Sachs (2nd Lien Lenders) Partners, L.P.; Strategic Value Partners, LLC. 8. K Special Opportunity Fund L.P.

SunEdiso 2614 7 Executive Officers (last 5 years). An affiliate of Failed to identify cortnectio~ by name and to provide details of n McKinsey RTS US entered into a business relationship. arrangement unrelated to SunEdison, Inc. with an entity for which Mr. Ahmad Chatila is a senior o~cer. Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 160 of 351 Page ID Case 1:18-cv-04141-JMF Document #:660 73-2 Filed 09/04/18 Page 89 of 146

SunEdiso 2614 8 An affiliate of McKinsey RTS US hired SunEdison, Failed to identify connection by name and to provide details of n Inc.'s former Director of Engineering Procurement relationship. Construction with the North American Solar Unit, with the prior approval of such employee's supervisor at SunEdison, Inc. Case 2:20-cv-01582-VAP-RAO1:18-cv-04141-JMF Document Document 1-1 73-2 Filed Filed02/18/20 09/04/18 Page Page 161 90of 351of 146 Page ID Case #:661

aras~ra~ Docket h Case Number Number tatement Reason False or Misleadinst - ~ 123-2 29 McKinsey RTS (a) does not have any connection with the In fact, McKinsey RTS had the undisclosed connections Debtors or their a~liates, their creditors, or any other Potential listed on Schedule 9 to this Complaint Parties in Interest in these cases, other than as set forth herein GenOn 123-2 29 McKinsey RTS is a "disinterested person,° as that term is McKinsey RTS not disinterested due to undisclosed GenOn defined in section 101 14 of the Bankru tc Code connections listed on Schedule 9 to this Com taint 123-2 31 Banks and Indenture Trustees. To the best of my knowledge, no Failed to disclose connection to or provide details of member of McKinsey RTS,currently serves, or in the past two relationship with: years has served or been employed by any of the Banks and 1. Goldman Sachs(Banks and Indenture Trustees) Indenture Trustees, or entities or individuals that are affiliates of such Banks and Indentures Trustees. GenOn Case 2:20-cv-01582-VAP-RAOCase 1:18-cv-04141-JMF Document Document 1-1 73-2 Filed Filed02/18/20 09/04/18 Page Page 162 91of 351of 146 Page ID #:662

123-2 32 Contractual Counterparties. Members of McKinsey RTS Failed to provide details of relationship with named currently serve, or in the past two years have served, either connections, and failed to disclose connections to or through McKinsey RTS US or an affiliate thereof, the following provide details of relationship with contractual Contractual Counterparties or entities or individuals that are caunterparties: affiliates of such Contractual Counterparties in matters 1. Aspen American Insurance Company. unrelated to the Debtors, the Debtors' chapter 11 cases, or such 2. Baltimore Gas &Electric Company Contractual Counterparties' claims against the Debtors: Alpha 3. Banc of America Securities LLC Natural Resources Inc., Alpha Coal Sales Co., LLC, AT8~T 4. Bank of America, NA Wireless PCS of Cleveland LLC, BP Corporation North America 5. Brock Services LLC Inc., informal creditors' group of an a~liate of Arch Coal Sales 6. Calpine Energy Services, L.P. Company Inc., BP Energy Company, Cargill Incorporated 7. Ciean Harbors Environmental Service Natural Gas Trading, a~liates of a confidential client, Contura 8. CoalSales and CoalTrade CLC Coal Sales, LLC, Pack Gas &Electric Company, Chevron . 9. CoalSales LLC Natural Gas, Chevron USA, Inc., and Chevrontexaco Natural 10. CoalSales, Inc. Gas. An affiliate of McKinsey RTS currently serves or in the past 11. CoaiTr2de LLC Columbia Gas of Ohio Inc. two years has served, General Electric Company advising it on .. 12. Columbia Gas Transmission Corporation commercial opportunities relating to multiple customers 13. Commonwealth Edison Company including the Debtors. There will be no sharing of information 14. Commonwealth of Pennsylvania between the members of McKinsey RTS or its affiliates serving 15. Deloitte & Touche LLP the Debtors and the affiliate serving General Electric Company. 16. Dominion Energy Generation Marketing, Inc. A member of McKinsey RTS who does not serve the Debtors 17. Dominion Energy Marketing, Inc.. has a personal and past professional relationship with an 18. Dominion Transmission, Inc. executive of Calpine Energy Services, L.P. As McKinsey RTS is 19. Duke Energy Field Services LP serving the Debtors, members of McKinsey RTS currently serve, 20. Exelon Corporation or in the past two years have served, various counterparties 21. Eacelon Generation Company LLC (f/k/a Constellation listed in this category that are affiliates of the Debtors. Energy Go!nmodities Group Inc.)

GenOn Case 2:20-cv-01582-VAP-RAOCase 1:18-cv-04141-JMF Document Document 1-1 73-2 Filed Filed02/18/20 09/04/18 Page Page 163 92of 351of Page ID #:663 146

(ConYd) 22. Goldman Sachs & Co. 23. Goldman Sachs Bank USA 24. Goldman Sachs Credit Partners, LP 25. JPMorgan Chase & Co. 26. JPMorgan Chase Bank, NA 27. JPMorgan Ventures Energy Corp. 28. Peabody CoalSales Company 29. Peabody CoalSales LLC. 30. Peabody Coaltrade LLC 31. Peco Energy Company 32. Pepco Phi Company 33..Repsol Energy North American Corporation 34.RWE Supply &Trading GMBH 35. Shell Energy North America (US) LP (FKA Coral Energy Holding LP) 36. Shell Oil Company 37. Skadden, Arps, Slate, Meagher &Flom LLP 38. Union Pacific Railroad Company 39. Washington Metropolitan Area Transit Authority GenOn 123-2 34 Debtors-Subs-Affiliates. As McKinsey RTS is serving the Failed to identify connections by name or to provide details Debtors, members of McKinsey RTS currently serve, or in the of relationship, including connections listed on Schedule 9 past two years have served, various parties listed in this to this Complaint. GenOn cat o that are affiliates of the Debtors. 123-2 38 Insurers. To the best of my knowledge, no member of McKinsey Failed to identify connections or to provide details of RTS currently serves, or in the past two years has served or relationship with: been employed by any of the Insurers or entities or individuals 1. American International Reinsurance Co Ltd (AIG) that are affiliates of such Insurers. (Insurers) 2. Aspen Specialty Insurance Company (Insurers) 3. National Union Fire Insurance Company Of Pittsburgh, PA (AIG)(Insurers) GenOn 123-2 40 Joint Venture Parties. To the best of my knowledge, no member Failed to identify connection or to provide details of of McKinsey RTS currently serves, or in the past two years has relationship with: served or been employed by, any of the Joint Venture Parties or 1. Exelon Generation Company, LLC (Joint Venture entities or individuals that are affiliates of such Joint Venture Parties) GenOn Parties. Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 164 of 351 Page ID Case 1:18-cv-04141-JMF Document #:664 73-2 Filed 09/04/18 Page 93 of 146

123-2 41 Landlords. To the best of my knowledge, no member of Failed to identify connection or to provide details of McKinsey RTS currently serves, or in the past finro years has relationship with: served or been employed by, any of the Landlords or entities or 1. Shell Oil Company (Landlords) GenOn individuals that are a~liates of such Landlords. 123-2 42 Largest Unsecured Creditors. Members of McKinsey RTS Failed to provide details of relationship with named currently serve, or in the past two years have served, either connections, and failed to disclose connections to or through McKinsey RTS US or an affiliate thereof, the following provide details of relationship with: Largest Unsecured Creditors or entities or individuals that are 1. ABB, Inc. (Largest Unsecured Creditors) affiliates of such Largest Unsecured Creditors in matters 2. Brock Services LLC (Largest Unsecured Creditors) unrelated to the Debtors, the Debtors' chapter 11 cases, or such 3. Union Pacific Railroad Company (Largest Unsecured. Largest Unsecured Creditors' claims against the Debtors: Creditors) Flowerserve Pump Division, Contura Coal Sales LLC. An 4. Zenon Environmental Corp. (Largest Unsecured a~liate of McKinsey RTS serves an affiliate of General Electric Creditors) International, Inc. advising such affiliate on commercial opportunities relating to multiple customers including the GenOn Debtors. 123-2 43 Letters of Credit Beneficiaries. Members of McKinsey RTS Failed to provide details of relationship with named currently serve, or in the past two years have served, either connections, and failed to disclose connections to or through McKinsey RTS or an affiliate thereof, the following provide details of relationship with: Letters of Credit Beneficiaries or entities or individuals that are 1. Columbia Gas Transmission Company LLC (Letters of affiliates of such Letters of Credo Beneficiaries in matters Credit Beneficiaries) unrelated to the Debtors, the Debtors` chapter 11 cases, or such 2. Dominion Cove Point LNG, LP (Letters of Credit Letters of Credit Beneficiaries' claims against the Debtors: Beneficiaries) Pacific Gas &Electric Company. 3. Dominion Transmission, Inc. (Letters of Credit GenOn Beneficiaries 123-2 44 Lienholders. Members of McKinsey RTS currently serve, or in Failed to provide details of relationship with named the past two years have served, either through McKinsey RTS connection. or an a~liate thereof, the following Lienholders or entities or individuals that are affiliates of such Lienholders in matters unrelated to the Debtors, the Debtors' chapter 11 cases, or such Lienholders' claims against the Debtors: BP Corporation North America Inc., as Agent. GenOn Case 2:20-cv-01582-VAP-RAO1:18-cv-04141-JMF Document 1-1 Filed 02/18/20 4 Page 165 of 351of Page ID Case Document #:665 73-2 Filed 09/0 /18 Page 94 146

123-2 45 Litigation Parties. To the best of my knowledge, no member of Failed to provide details of relationship with named McKinsey RTS currently serves, or in the past two years has connections, and failed to disclose connections to or served or been employed by, any of the Litigation Parties provide details of relationship with: entities or individuals that are affiliates of such Litigation Parties. 1. Anthony M Star (Director of Illinois Power Agency) A member of McKinsey RTS who does not serve the Debtors (Litigation Parties) has a personal and past professional relationship with an 2. Exelon Generation Company, LLC (Litigation Parties) executive of an affiliate of Calpine Corporation. 3. Intesa San Paolo, formerly known as Banca (Litigation Parties) 4. Royal Bank of Scotland (Litigation Parties) 5. Royal Bank of Scotland Group, P.L.C. (Litigation Parties) 6.$herina Maye Edwards (Commissioner of the Illinois Commerce Commission)(! itigation Parties) GenOn Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 166 of 351 Page ID Case 1:18-cv-04141-JMF Document #:666 73-2 Filed 09/04/18 Page 95 of 146

123-2 46 Noteholders. To the best of my knowledge, no member of Failed to disclose connections to or provide details of McKinsey RTS currently serves, or in the past two years has relationship with: served or been employed by, any of the Noteholders or entities 1. Bank of America NA (Noteholders) or individuals that are affiliates of such Noteholders. 2. BlackRock Fund Advisors 3. Global Hlgh Yield Bond Portfolio 4. iShares Core 1-5 Year USD Bond ETF 5. iShares Core Total USD Bond Market ETF 6. iShares Global High Yield Corp Bond CHF 7. iShares Global High Yield Corp Bond GBP Hedged UCITS ETF 8. iShares Global High Yield Corp Bond UCITS ETF 9. iShares Global High Yield Corporate Bond ETF 10. iShares iBo~oc $High Yield Corporate Bond ETF 11. iShares iBo~oc $High Yield ex Oil &Gas Corporate Bond ETF 12. iShares U.S. High Yield Bond Index ETF(CAD -Hedged) 13. iShares USD Short Duration High Yield Corp Bond UCITS ETF USD (Dist) 14. JPMorgan Investment Management Inc. 15. Merrill Lynch, Pierce, Fenner 8~ Smith Inc. (Noteholders) 16. Strategic Value Master Fund Ltd (Noteholders) 17. Strategic Value Opportunities Fund LP (Noteholders) 18. Strategic Value Special Situations Master Fund III LP (Noteholders) 19. Strategic Value Special Situations Master Fund IV LP (Noteholders) 20. Vanguard Group, Inc. (Noteholders)

GenOn Case 2:20-cv-01582-VAP-RAO1:18-cv-04141-JMF Document Document 1-1 73-2 Filed Filed02/18/20 09/04/18 Page Page 167 96of 351of 146 Page ID Case #:667

123-2 47 NRG Affiliates. As McKinsey RTS is serving the Debtors, Failed to identify connections by name or to provide details members of McKinsey RTS currently serve, or in the past two of relationship, including connections with: years have served, various parties listed in this category that are 1. Four Brothers Capital, LLC(NRG A~liates) a~liates of the Debtors. 2. Four Brothers Holdings, LLC(NRG Affiliates) 3. Four Brothers Portfolio, LLC(NRG Affiliates) 4. Four Brothers Solar, LLC(NRG Affiliates) 5. Granite II Holding, LLC(NRG A~liates) 6. Granite Mountain Capital, LLC(NRG Affiliates) 7. Granite Mountain Holdings, LLC(NRG Affiliates) 8. Grande Mountain Renewables, LLC(NRG Affiliates) 9. Granite Mountain Solar East, LLC(NRG A~liates) 10. Granite Mountain Solar West, LLC(NRG Affiliates) 11. Granite Power Partners II, L.P.(NRG A~liates) 12. -Iron Springs Capital, LLC(NRG Affiliates) 13. Iron Springs Holdings, LLC(NRG Affiliates) 14. Iron Springs, Renewables, LLC(NRG Affiliates) 15. Iron Springs, LLC(NRG Affiliates) 16. NRG Granite Acquisition LLC(NRG Affiliates)

GenOn 123-2 48 Professionals. Members of McKinsey RTS were previously Failed to provide details of relationship with named employed, in the past two years, by the following Professionals connections. but on matters unrelated to the Debtors and the Debtors' chapter 11 cases: Houlihan Lokey, PWC. A member of McKinsey RTS serves or in the past two years has served an informal creditors' group of an affiliate of Arch Coal Sales GenOn Com an Inc. 123-2 49 Gov. -Regulatory Agencies. To the best of my knowledge, no Failed to disclose connections to or provide details of member of McKinsey RTS currently serves, or in the past two relationship with: years has served or been employed by, any of the Gov. - 1. Illinois Commerce Commission (Gov.-Regulatory Regulatory Agencies entities or individuals that are affiliates of Agencies) such Gov. -Regulatory Agencies. 2. Illinois Environmental Protection (Gov.-Regulatory Agencies) 3. Oregon Public Utility Commission (Gov. -Regulatory GenOn A encies Case 2:20-cv-01582-VAP-RAOCase 1:18-cv-04141-JMF Document Document 1-1 73-2 Filed Filed02/18/20 09/04/18 Page Page 168 97of 351of 146 Page ID #:668

123-2 50 Shippers. Members of McKinsey RTS currently serve, or in the Failed to provide details of relationship with named past two years have served, either through McKinsey RTS or an connections, and failed to disclose connections to or affiliate thereof, the following Shippers or entities or individuals provide details of relationship with: that are affiliates of such Shippers in matters unrelated to the 1. Columbia Gas of Ohio (Shippers) Debtors, the Debtors' chapter 11 cases, or such Shippers' 2. Columbia Gas of Pennsylvania (Shippers) claims against the Debtors: Alpha Coal Sales Company LLC, 3. Dominion Cove Point LNG.LP (Shippers) informal creditors' group of affiliates of Arch Coal Sales 4. Pacific Gas &Electric Company (Shippers) Company Inc., Contura Coal Sales LLC. 5. Peabody Coal Sales LLC (Shippers) 6. Union Pacific Railroad Company (Shippers) GenOn 123-2 51 Significant Customers. Members of McKinsey RTS currently Failed to provide details of relationship with named serve, or in the past two years have served, either through connections, and failed to disclose connections to or McKinsey RTS or an affiliate thereof, the.following Significant provide details. of relationship with: Customers or entities or individuals that are affiliates of such 1.. Exelon Generation Company, LLG (Sign cant Significant Customers in matters unrelated to the Debtors, the Customers) 2. Shell Energy North Debtors' chapter 11 cases, or such Sign cant Customers' Amer6ca(US) LP (Significant Customers) claims against the Debtors: BP Energy Company, Pacific Gas & Electric Company. A member of McKinsey RTS who does not serve the Debtors has a personal and past professional relationship with an executive of an affiliate of Calpine Energy Solutions, LLC. As McKinsey RTS is serving the Debtors, members of McKinsey RTS currently serve, or in the past two years have served, various parties listed in this category that are affiliates of the Debtors. GenOn 123-2 52 Significant Vendors. Members of McKinsey RTS currently serve, Failed to provide details of relationship with named or in the past two years have served, either through McKinsey connections, and failed to-disclose connections to or RTS or an affiliate thereof, the following Significant Vendors or provide details of relationship with: entities or individuals that are affiliates of such Significant 1. Exelon Generation.Company LLC (Significant Vendors) Vendors in matters unrelated to the Debtors, the Debtors' 2. Illinois Department of Revenue (Significant Vendors) chapter 11 cases, or such Significant Vendors' claims against 3. Peabody Coal- Sales LLC (Significant Vendors) the Debtors: Alpha Coal Sales Company LLC, informal creditors' 4. Suez Water New York (Significant Vendors) group of affiliates of Arch Coal Sales Company Inc., Contura 5. Union Pacific Railroad Company (Significant Vendors) Coal Sales LLC, Pacific Gas &Electric Company.

GenOn Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 169 of 351 Page ID Case 1:18-cv-04141-JMF Document #:669 73-2 Filed 09/04/18 Page 98 of 146

123-2 53 Surety Bonds. To the best of my knowledge, no member of Failed to disclose connection to or provide details of McKinsey RTS currently serves, or in the past finro years has relationship with: served or been employed by, any of the Surety Bonds entities or 1. Aspen American Insurance Company (Surety Bonds) individuals that are affiliates of such Surety Bonds. GenOn 123-2 54 Taxing Authorities. To the best of my knowledge, no member of Failed to disclose connection to or provide details of McKinsey RTS currently serves, or in the past two years has relationship with: served or been employed by, any of the Taxing Authorities 1. Illinois Department of Revenue (Taxing Authorities) entities or individuals that are ~liates of such Taxing GenOn Authorities. 123-2 57 Utilities. Members of McKinsey RTS currently serve, or in the Failed to identify connections by name or to provide details past two years have served, either through McKinsey RTS or an of relationship, including connection to a~liate thereof, the following Utilities or entities or individuals 1. Duke Energy (Utilities) that are affiliates of such Utilities in matters unrelated to the Debtors, the Debtors' chapter 11 cases, or such Utilities' claims against the Debtors: AT&T, Nextel, PG&E. As McKinsey RTS is serving the Debtors,. members of McKinsey RTS currently serve, or in the past two years have served, various parties listed in this category that are a~liates of the Debtors. GenOn 123-2 66 In addition, as noted above, McKinsey RTS and its a~liates in Failed to identify connections by name or to provide details the past have worked with, or currently work with, many of the of relationship, including connection to: professionals named as Potential Parties in Interest 1. ABB, Inc. (Professionals) 2. Goldman Sachs & Co.(Professionals) 3. GE Energy Services (Professionals) 4. Exelon Generation Company LLC (Professionals) GenOn 5. Zenon Environmental Professionals 123-2 68 Based upon the foregoing, I believe that McKinsey RTS is a McKinsey RTS not disinterested due to undisclosed "disinterested person," as that-term is defined in section 101(14) connections listed on Schedule 9 to this Complaint GenOn of the Bankru tc Code. Case 2:20-cv-01582-VAP-RAOCase 1:18-cv-04141-JMF Document Document 1-1 73-2 Filed Filed02/18/20 09/04/18 Page Page 170 99of 351of 146 Page ID #:670

221-1 5 McKinsey RTS continues to monitor the list of Potential Parties Declaration fails to disclose the connections to or details of in Interest against its own records. As used in this Supplemental relationships with the connections listed on Schedule 10 to Declaration, the "Potential Parties in Interest" means the list of this Complaint interested parties, dated as of June 10, 2017(with the exception of the category Significant Vendors, which is dated as of June 16, 2017), set forth on Schedule 1 attached to the Declaration. This Supplemental Declaration includes, among other things, additional category and affiliate disclosures for certain clients that were disclosed in the Declaration. GenOn 221-1 6 Banks and Indenture Trustees. Members of McKinsey RTS Failed to provide details of relationship with disclosed currently serve, or in the past two years have served, either connections. through McKinsey RTS US or an affiliate thereof, the following Banks and Indenture Trustees or entities or individuals that are affiliates of such Banks and Indenture Trustees in matters unrelated to the Debtors, the Debtors' chapter 11 cases, or such Banks and Inden#ure Trustees' claims against the Debtors: JPMorgan Chase Bank., N.A., JPMorgan Chase Facility, GenOn Goldman Sachs. Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 171 of 351 Page ID Case 1:18-cv-04141-JMF Document #:671 73-2 Filed 09/04/18 Page 100 of 146

221-1 7 Contractual Counterparties. Members of McKinsey RTS Failed to provide details of relationship with named currently serve, or in the past two years have served, either connections, and failed to disclose connections to or through McKinsey RTS US or an affiliate thereof, the following provide details of relationship with contractual Contractual Counterparties or entities or individuals that are counterparties: affiliates of such Contractual Counterparties in matters 1. Aspen American Insurance Company unrelated to the Debtors, the Debtors' chapter 11 cases, or such 2. Baltimore Gas &Electric Company Contractual Counterparties' claims against the Debtors: New 3. Banc of America Securities LLC Cingular Wireless PCS LLC dba AT&T Mobility Successor to 4. Bank of America, NA AT&T Wireless PCS of Cleveland LLC, Chase Securities Inc., 5. Brock Services LLC J.P. Morgan Ventures Energy Corporation, JPMorgan, 6. Calpine Energy Services, L.P. JPMorgan Chase Bank N.A., Repsol Energy North American 7. Clean Harbors~Environmental Service Corporation, RWE Supply &Trading.GMBH, ABB Inc., ABB 8. Columbia Gas Transmission Corporation Power T&D Company, Duke Energy Field Services LP, 9. Commonwealth Edison- Company Washington Metropolitan Area Transit Authority, Goldman 10. Commonwealth of Pennsylvania Sachs 8~ Co., Goldman Sachs Bank USA, Goldman Sachs 11. Deloitte & Touche LLP Credit Partners, LP. A member of McKinsey RTS who is not 12. Dominion. Energy. Generation Marketing, Inc. serving the Debtors was previously employed, in the past two 13. Dominion Energy Marketing, Inc. years, by the following Contractual Counterparties, or entities or 14. Dominion Transmission, Inc. individuals that are affiliates of such Contractual Counterparties 15. Exelon Corporation on matters unrelated to the Debtors and the Debtors' chapter 11 16. Exelon Generation Company- LLC (f/k!a Constellation cases or such Contractual Counterparties' claims against the Energy Commodities.Group inc.) Debtors: CoalSales and CoalTrade LLC, CoalSales LLC, 17. Pero Energy Company CoalSales, Inc., CoalTrade LLC, Peabody CoalSales Company, 18. Aepco Phi Company Peabody CoalSales LLC., Peabody Coaltrade LLC (where he 19. Shell Energy North America(US) LP (FKA Coral served as President). A member of McKinsey RTS who is not Energy Holding LP) serving the Debtors was previously employed, in the past two 20. Shell Oil Company years, by the following Contractual Counterparties, or entities or 21. Union Pacific Railroad Company individuals that are affiliates of such Contractual Counterparties, on matters unrelated to the Debtors and the Debtors' chapter 11 cases or such Contractual Counterparties' claims against the Debtors: Skadden, Arps, Slate, Meagher 8~ Flom LLP. The GenOn following Contractual Counterparties are affiliates3 of a 221 8Gov.-Regulatory Agencies. The father of a member of McKinsey Failed to identify connection by name or to provide details RTS who is not serving the Debtors is currently employed as a of relationship. senior civil servant by the following Gov.- Regulatory Authorities: Louisiana Public Service Commission. GenOn Case 2:20-cv-01582-VAP-RAOCase 1:18-cv-04141-JMF Document Document 1-1 73-2 Filed Filed 02/18/20 09/04/18 Page Page 172 101 of 351 of 146 Page ID #:672

221-1 9 The mother of a member of McKinsey RTS is currently Failed to identify connection by name or to provide details employed by the following Insurer, where she serves as Vice of relationship. President and Head of Operational Transformation: Zurich GenOn American Insurance Com an . 221-1 10 Largest Unsecured Creditors. A member of McKinsey RTS Failed to provide details of relationship with named currently serves, or in the past two years has served, either connections, and failed to disclose additional connections through McKinsey RTS US or an affiliate thereof, the following to and details of relationship with: Largest Unsecured Creditors or entities or individuals that are 1. Brock Services LLC (Largest Unsecured Creditors) affiliates of such Largest Unsecured Creditors in matters 2. Union Pacific Railroad Company (Largest Unsecured unrelated to the Debtors, the Debtors' chapter 11 cases, or such Creditors) Largest Unsecured Creditors' claims against the Debtors: ABB, 3. Zenon Environmental CORP (Largest Unsecured GenOn Inc. Creditors 221-1 11 Litigation Parties. A member of McKinsey RTS currently serves, Failed to provide details of relationship with named or in the past two years has served, either through McKinsey connections, and failed to disclose connections to or RTS US or an affiliate thereof, the following Litigation Parties or provide details of relationship with: entities or individuals that are affiliates of such Litigation Parties 1. Anthony M Star (Director of Illinois Power Agency) in matters unrelated to the Debtors, the Debtors' chapter 11 (Litigation Parties) cases, or such Litigation Parties' claims against the Debtors: 2. Exelon Generation Company, LLC (Litigation Parties) ABB, Inc. 3. lntesa San Paolo, formerly known as Banca (Litigation Parties) 4. Royal Bank of Scotland (Litigation Parties) 5. Royal Bank of Scotland Group, P.L.C. (Litigation Parties) 6.Sherina Maye Edwards (Commissioner of the Illinois Commerce Commission)(Litigation Parties) GenOn Case 2:20-cv-01582-VAP-RAOCase 1:18-cv-04141-JMF Document Document 1-1 73-2 Filed Filed 02/18/20 09/04/18 Page Page 173 102 of 351 of 146 Page ID #:673

221-1 12 Noteholders. Members of McKinsey RTS currently serve, or in Failed to disclose connections to or provide details of the past two years have served, either through McKinsey RTS relationship with: US or an affiliate thereof, the following Noteholders or entities or 1. Bank of America NA (Noteholders) individuals that are affiliates of such Noteholders in matters 2. BlackRock Fund Advisors unrelated to 3. Global Hlgh Yield Bond Portfolio the Debtors, the Debtors' chapter 11 cases, or such 4. iShares Core 1-5 Year USD Bond ETF Noteholders' claims against the Debtors: J.P. Morgan 5. iShares Core Total USD Bond Market ETF Investment Management Inc., JPMorgan Chase, Strategic Value 6. iShares Global High Yield Corp Bond CHF Master Fund Ltd., Strategic Value Opportunities Fund LP, 7. iShares Global High Yield Corp Bond GBP Hedged Strategic Value Special Situations Master Fund III LP, Strategic UCITS ETF 8. iShares Global High Value Special Situations Master Fund IV LP, Vanguard Group. Yield Corp Bond UCITS ETF _ 9., iShares Global High Yield Corporate Bond ETF 10. iShares iBo~oc $High Yield Corporate Bond ETF 11. iShares iBo~oc $High Yield ex Oil 8~ Gas Corporate Bond E7F 12. iShares U.S. High Yield Bond Index ETF(CAD -Hedged) 13. iShares USD Short Duration High Yield Corp Bond UCITS ETF USD (Dist) 14. Merrill Lynch, Pierce, Fenner &Smith Inc. (Noteholders)

GenOn 221-1 13 NRG Affiliates. Members of McKinsey RTS, one of whom is Failed to provide details of relationship with named serving the Debtors, assisted in maintaining a chart, which connections. includes publicly available information concerning asset sales to NRG Energy Inc., or one of its affiliates for a client that is not on the fist of Potential Parties in Interest. A member of McKinsey RTS serving the Debtors provided services to the following NRG Affiliates prior to their purchase by NRG, Inc.: Four Brothers Capital, LLC, Four Brothers Holdings, LLC, Four Brothers Portfolio, LLC, Four Brothers Solar, LLC, Granite II Holding, LLC, Granite Mountain Capital, LLC, Granite Mountain Holdings, LLC, Granite Mountain Renewables, LLC, Granite Mountain Solar East, LLC, Granite Mountain Solar West, LLC, Granite Power Partners II, L.P., NRG Granite Acquisition LLC. Iron Springs Capital, LLC, Iron Springs Holdings, LLC, Iron Springs, Renewables, LLC, Iron Springs, LLC. GenOn Case 2:20-cv-01582-VAP-RAOCase 1:18-cv-04141-JMF Document Document 1-1 73-2 Filed Filed 02/18/20 09/04/18 Page Page 174 103 of 351 of 146 Page ID #:674

221-1 14 Professionals. Members of McKinsey RTS currently serve, or in Failed to provide details of relationship with named the past two years have served, either through McKinsey RTS connections, and failed to disclose additional connections. US or an affiliate thereof, the following Professionals or entities to and details of relationship with: or individuals that are a~liates of such Professionals in matters 1. Exelon Generation Company LLC (Professionals) unrelated to the Debtors, the Debtors' chapter 11 cases, or such 2. Zenon Environmental (Professionals) Professionals' claims against the Debtors: JP Morgan Chase & Co., ABB, Inc., Goldman Sachs 8~ Co. The following Professionals are affiliates of a company identified in the Declaration as a client of an affiliate of McKinsey RTS: GE Energy Services, GE International, Inc. GenOn 221-1 15 Shippers. Members of McKinsey RTS not serving the Debtors Fai!ed to provide details of relationship with named currently serve, or in the past two years have served, either connections, and failed to disclose cormeetions to or- through McKinsey RTS US or an affiliate thereof, the following prouirJe details.offelationship with: _ Shippers or entities or individuals that are affiliates of such 1. Co1~un6ia Gas of Ohio (Shippers] _ . Shippers in matters unrelated to _the Debtors, the Debtors' 2. Columbia uas of Pennsylvania (Shippers) chapter 11 cases, or such Shippers' claims against-the Debtors: 3. Dominion Cove Point LNG LP (Shippers) Pacific Gas &Electric Company. A member of McKinsey RTS 4. Jnion Racific Railroad- Company (Shippers) who is not serving the Debtors was previously employed, in the past two years, by the following Shippers, or entities or individuals that are affiliates of such Shippers on matters unrelated to the Debtors and the Debtors' chapter 11 cases or such Shippers' claims against the Debtors: Peabody Coal Sales LLC. GenOn Case 2:20-cv-01582-VAP-RAOCase 1:18-cv-04141-JMF Document Document 1-1 73-2 Filed Filed 02/18/20 09/04/18 Page Page 175 104 of 351 of 146 Page ID #:675

221-1 16 Significant Vendors. A member of McKinsey RTS currently Failed to identify connections by name, failed to provide serves, or in the past finro years has served, either through details of relationship with named and unnamed McKinsey RTS US or an affiliate thereof, the following connections, and failed to disclose connection to and Sign cant Vendors or entities or individuals that are a~liates of details of relationship with: such Significant Vendors in matters unrelated to the Debtors, 1. Illinois Department of Revenue (Significant Vendors) the Debtors' chapter 11 cases, or such Sign cant Vendors' 2. Exelon .Generation Company LLC (Significant Vendors) claims against the Debtors: ABB, Inc. A member of McKinsey 3. Suez Water New York (Significant Vendors) RTS who is not serving the Debtors was previously employed, in 4. Union Pacific Railroad Company (Significant Vendors} the past two years, by the following Significant Vendors, or entities or individuals that are a~liates of such Significant Vendors on matters unrelated to the Debtors and the Debtors'. chapter 11 cases or such Significant Vendors' claims against . _ - .the Debtars: Peabody Coal Sales LLC. The following Significant Vendor is an affiliate of a company identified as a client of an a~liate of McKinsey RTS in the Declaration: GE Prolec Transformers Inc. GenOn 221-1 17 Utilities. Members of McKinsey RTS not serving the Debtors Failed to provide details of relationship with named currently serve, or in the past two years have served, either connections. through McKinsey RTS US or an affiliate thereof, the following Utilities or entities or individuals that are affiliates of such Utilities in matters unrelated to the Debtors, the Debtors' chapter 11 cases, or such Utilities' claims against the Debtors: Pacific Gas & Electric Company, Duke Energy. GenOn Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 176 of 351 Page ID Case 1:18-cv-04141-JMF Document #:676 73-2 Filed 09/04/18 Page 105 of 146

771 5 McKinsey RTS continues to monitor the list of Potential Parties Declaration fails to disclose the connections to or details of in Interest as it is updated, against its own records. As used in relationships with the connections listed on Schedule 11 to this Second Supplemental Declaration, the "Potential Parties in this Complaint Interest° means the list of interested parties, updated as of August 21, 2017. In preparing this Second Supplemental Declaration, McKinsey RTS (i) checked its internal records to determine the existence of any client service provided by members of McKinsey RTS to entities on the list of Potential Parties in Interest in the past two years as of the Petition Date to August 2017, and (ii) emailed members of McKinsey RTS to determine the existence of any prior employment, relationships, or client service provided by members of McKinsey RTS in the past two years as of the Petition Date to August 2017 to entities added to the list of Potential Parties in Interest since the First Supplemental Declaration (the "New Potential Parties in Interest'). The list of New Potential Parties in Interest is attached as Schedule 1 hereto. On this basis, we disclose the following, in addition to the disclosures made in the Declaration and the First Supplemental Declaration.

GenOn Case 2:20-cv-01582-VAP-RAOCase 1:18-cv-04141-JMF Document Document 1-1 73-2 Filed Filed 02/18/20 09/04/18 Page Page 177 106 of 351 of 146 Page ID #:677

771 6 Contractual Counterparties. A member of McKinsey RTS Faiied to provide details of relationship with named currently serves, or in the past two years as of the Petition Date connections, and failed to disclose connections to or to August 2017, has served, either through McKinsey RTS US provide details of relationship with contractual or an a~liate thereof, the following Contractual Counterparties counterparties: or entities or individuals that are a~liates of such Contractual 1. Aspen American Insurance Company Counterparties in matters unrelated to the Debtors, the Debtors' 2. Baltimore Gas 8~ Electric Company chapter 11 cases, or such Contractual Counterparties' claims 3. Banc of America Securities LLC against the Debtors: Shell Energy North America(US) LP (FKA 4. Bank of America, NA Coral Energy Holding LP), Shell Oil Company. 5. Brock- Services LLC 6. Clan Harbors Environmental Service 7. Columbia was Transmission Corporation 8. Commonwealth Edison Company 9. Commornvealth of Pennsylvania 10. Deloitte & Touche LLP 11..Dominion Energy Generation Marketing, Inc. 12. Dominion Energy Marketing, Inc. 13. Dominion Transmission, Inc. 14. Exelon Corporation 15. Exelon Generation Company LLC (f/k/a Constellation Energy Commodities Group Inc.) 16. Peco Energy Company 17. Union Pacific Railroad Company GenOn 771 8Gov.-Regulatory Agencies. A member of McKinsey RTS Failed to provide details of relationship with named currently serves or in the past two years as of the Petition Date connection, and failed to disclose additional connections to to August 2017, has served, either through McKinsey RTS US and details of relationship with: or an affiliate thereof, an instrumentality that is related to the 1. Oregon Public Utility Commission (Gov. -Regulatory following Gov.-Regulatory Agencies and has interacted with Agencies) those Gov.-Regulatory-Agencies in matters unrelated to the Debtors, the Debtors' chapter 11 cases, or such Gov.- RegulatoryAgencies' claims against the Debtors: Illinois Commerce Commission, Illinois Environmental Protection. GenOn Case 2:20-cv-01582-VAP-RAOCase 1:18-cv-04141-JMF Document Document 1-1 73-2 Filed Filed 02/18/20 09/04/18 Page Page 178 107 of 351 of 146 Page ID #:678

771 9 Insurers. A member of McKinsey RTS currently serves, or in the Failed to provide details of relationship with named past two years as of the Petition Date to August 2017, has connection, and failed to disclose additional connections to served, either through McKinsey RTS US or an affiliate thereof, and details of relationship with: the following Insurers or entities or individuals that are a~liates 1. Aspen Specialty Insurance Company (Insurers) of such Insurers in matters unrelated to the Debtors, the Debtors' chapter 11 cases, or such Insurers' claims against the Debtors: American International Reinsurance Co Ltd (AIG), National Union Fire Insurance Company Of Pittsburgh, PA GenOn AIG . 771. . 10 Landlords. A member of McKinsey RTS currently serves, or in Failed to provide details of relationship with named the past two years as of the Petition Date to August 2017, has connection served, either through McKinsey RTS US or an affiliate thereof, the following Landlords or entities or individuals that are a~liates of such Landlords in matters. unrelated to the Debtors, the Debtors' chapter 11 cases, or such Landlords' claims against the Debtors: Shell Oil Company. GenOn 771 11 Litigation Parties. A member of McKinsey RTS currently serves Failed to provide details of relationship with named or in the past two years as of the Petition Date to August 2017, connections, and failed to disclose additional connections has served, either through McKinsey RTS US or an affiliate to and details of relationship with: thereof, an instrumentality thaf is related to the following 1. Exelon Generation Company, LLC (Litigation Parties) Litigation Parties and has interacted with those Litigation Parties 2. Australia and New Zealand Banking Group Ltd in matters unrelated to the Debtors, the Debtors' chapter 11 (Litigation Parties) cases; or such Litigation Parties' claims against the Debtors: 3. Barclays Bank, P.L.C. (Litigation Parties) Anthony M Star (Director of Illinois Power Agency), Sherina 4. Intesa San Paolo, formerly known as Banca (Litigation Maye Edwards (Commissioner of the Ilinois Commerce Parties) Commission). 5. Royal Bank of Scotland (Litigation Parties) 6. Royal Bank of Scotland Group, P.L.C. (Litigation Parties) GenOn 771 12 Sign cant Customers. A member of McKinsey RTS currently Failed to.provide details of relationship with named serves, or in the past two years as of the Petition Date to August connection, and failed to disclose add~ional connection to 2017, has served, either through McKinsey RTS US or an and details of relationship with: affiliate thereof, the following Significant Customers or entities or 1. Exelon Generation Company, LLC (Significant individuals that are a~liates of such Significant Customers in Customers) matters unrelated to the Debtors, the Debtors' chapter 11 cases, or such Significant Customers' claims against the Debtors: Shell Energy North America (US), L.P. GenOn Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 179 of 351 Page ID Case 1:18-cv-04141-JMF Document #:679 73-2 Filed 09/04/18 Page 108 of 146

771 13 Significant Vendors. A member of McKinsey RTS currently Failed to provide details of relationship with named serves, or in the past two years as of the Petition Date to August connections, and failed to disclose additional connections 2017, has served, either through McKinsey RTS US or an to and details of relationship with: affiliate thereof, the following Significant Vendors or entities or 1. Exelon Generation Company LLC (Significant Vendors) individuals that are affiliates of such Significant Vendors in 2. Suez Water New York (Significant Vendors) matters unrelated to the Debtors, the Debtors' chapter 11 cases, 3. Union Pacific Railroad Company (Significant Vendors) or such Significant Vendors' claims against the Debtors: Emerson Process Management. A member of McKinsey RTS currently serves or in the past two years as of the Petition Date to August 2017, has served, either through McKinsey RTS US or an affiliate thereof, an instrumentality that is related to the following Significant Vendors and has interacted with those Significant Vendors in matters unrelated to the Debtors, the Debtors' chapter 11 cases, or such Significant Vendors' claims against the Debtors: Illinois Department of Revenue.

GenOn 771 15 McKinsey RTS or its a~liates have been represented, in the Failed to provide details of relationship with named past two years as of the Petition Date to August 2017, by the connections, and failed to disclose additional connections following professionals (or affiliates thereof named as Potential to and details of relationship with: Parties in Interest in matters unrelated to the Debtors and the 1. Exelon Generation Company LLC (Professionals) Debtors' chapter 11 cases: Covington &Burling, LLP, Quinn 2. Zenon Environmental (Professionals) Emanuel Urquhart &Sullivan, LLP, Norton Rose Fulbright US GenOn LLP. Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 180 of 351 Page ID Case 1:18-cv-04141-JMF Document #:680 73-2 Filed 09/04/18 Page 109 of 146

1429 6 McKinsey RTS continues to monitor the list of Potential Parties Declaration fails to disclose the connections to or details of in Interest as it is updated, against its own records. As used in relationships with the connections fisted on Schedule 12 to this Third Supplemental Declaration, the "Potential Parties in this Complaint Interest" means the list of interested parties, updated as of November 10, 2017. In preparing this Third Supplemental Declaration, McKinsey RTS (i) checked its internal records to determine the existence of any client service provided by members of McKinsey RTS to entities on the list of Potential Parties in Interest in the past two years as of the Petition Date to December 31, 2017, and (ii) emailed members of McKinsey. RTS to determine the existence of any prior employment, relationships, or client service provided by members of McKinsey RTS in the past two years as of the Petition Date to December 31, 2017 to entities added to the list of Potential Parties in Interest since the Second.Supplemental Declaration (the "New Potential Parties in Interest"). The list of New Potential Parties in Interest is attached as Schedule 1 hereto On this basis, we disclose the following, in addition to the disclosures made in the Declaration, the First Supplemental Declaration and the Second Supplemental Declaration.

GenOn 1429 7 Confidential M&A Bidders and A~liates. Members of McKinsey Failed to identify connections by name or to provide details RTS currently serve, or in the past two years as of the Petition of relationship. Date to December 31, 2017,. have served, either through McKinsey RTS US or an affiliate thereof, two Confidential M&A Bidders and Affiliates or entities or individuals that are affiliates - ofsuch Confidential M&A Bidders and Affiliates (together, the "Confidential Parties") in matters unrelated to the Debtors, the Debtors' chapter 11 cases, or such entities' claims against such Confidential M&A,Bidders and Affiliates. Based on the sensitive nature of the Confidential M&A Bidders and A~liates as Potential Parties in Interest, the Debtors requested that McKinsey RTS keep the identities of the Confidential Parties confidential. GenOn Case 2:20-cv-01582-VAP-RAO1:18-cv-04141-JMF Document Document 1-1 73-2 Filed 02/18/20 Page 181 of 351of Page ID Case #:681 Filed 09/04/18 Page 110 146

1429 8 Contractual Counterparties. Members of McKinsey RTS Failed to provide details of relationship with named currently serve, or in the past two years as of the Petition Date connections, and failed to disclose additional connections to December 31, 2017, have served, ether through McKinsey to and details of relationship with following contractual RTS US or an affiliate thereof, the following Contractual counterparties: Counterparties or entities or individuals that are affiliates of such 1. Aspen American Insurance Company Contractual Counterparties in matters unrelated to the Debtors, 2. Commonwealth of Pennsylvania the Debtors' chapter 11 cases, or such Contractual 3. DOMINION COVE POINT LNG LP Counterparties' claims against the Debtors: Brock Services LLC 4. DOMINION ENERGY GENERATION MARKETING INC Bank of America Securities LLC, Bank of America, NA, 5. Dominion Energy Marketing, Inc. Baltimore Gas &Electric Company, Clean Harbors 6. DOMINION TRANSMISSION INC Environmental Service, Columbia Gas of Ohio Inc., Columbia Gas Transmission Corporation, Commonwealth Edison Company, Exelon Corporation; Exelon Generation Company LLC, Exelon Generation Company LLC (flca Constellation Energy Commodities Group Inc.), Peco Energy Company, Pepco Phi Company, Union Pack Railroad Company. A member of McKinsey RTS was previously employed, in the past two years as of the Petition Date, by the following Contractual Counterparties, or entities or individuals that are affiliates of such Contractual Counterparties on matters unrelated to the Debtors and the Debtors' chapter 11 cases or such Contractual Counterparties' claims against the Debtors: Deloitte & Touche LLfl: CenOn 1429 10 Largest Unsecured Creditors. Members of McKinsey RTS Failed to provide details of relationship with named currently serve, or in the past two years as of the Petition Date connections, and failed to disclose additional connections to December 31, 2017, have served, either through McKinsey to and details of relationship with: RTS US or an affiliate thereof, the following Largest Unsecured 1. Zenon Environmental Corp.(Largest Unsecured Creditors or entities or individuals that are affiliates of such Creditors) Largest Unsecured Creditors in matters unrelated to the Debtors, the Debtors' chapter 11 cases, or such Largest Unsecured Creditors' claims against the Debtors: Brock Services LLC, Union Pack Railroad Company. GenOn Case 2:20-cv-01582-VAP-RAOCase 1:18-cv-04141-JMF Document Document 1-1 73-2 Filed Filed 02/18/20 09/04/18 Page Page 182 111 of 351 of 146 Page ID #:682

1429 11 Letters of Credit Beneficiaries. A member of McKinsey RTS Failed to provide details of relationship with named currently serves, or in the past finro years as of the Petition Date connection, and failed to disclose additional connections to to December 31, 2017, has served, either through McKinsey and details of relationship with: RTS US or an affiliate thereof, the following Letters of Credit 1. Dominion Cove Point LNG, LP (Letters of Credit Beneficiaries or entities or individuals that are affiliates of such Beneficiaries) Letters of Credit Beneficiaries in matters unrelated to the 2. Dominion Transmission, Inc. (Letters of Credit Debtors, the Debtors' chapter 11 cases, or such Letters of Beneficiaries) Credit Beneficiaries' claims against the Debtors: Columbia Gas Transmission Company LLC. GenOn 1429 12 Litigation Parties. A member of McKinsey RTS currently serves, Failed to provide details of relationship with named or in the past two years as of the Petition Date to December 31, connection, and failed to disclose additional connections to 2017, has served, either through McKinsey RTS US or an and details of relationship with: affiliate thereof, the following Litigation Parties or entities or 1. Intesa San Paolo, formerly known as Banca (Litigation individuals that are affiliates of such Litigation Parties in matters Parties) unrelated to the Debtors, the Debtors' chapter 11 cases, or such 2. Royal Bank of Scotland (Litigation Parties) Litigation Parties' claims against the Debtors: Exelon Generation 3. Royal Bank of Scotland Group, P.L.C. (Litigation Company, LLC. Parties) GenOn 1429 13 Noteholders. A member of McKinsey RTS currently serves, or in Failed to provide details of relationship with named the past finro years as of the Petition Date to December 31, connections. 2017, has served, either through McKinsey RTS US or an affiliate thereof, the following Noteholders or entities or individuals that are affiliates of such Noteholders in matters unrelated to the Debtors, the Debtors' chapter 11 cases, or such Noteholders' claims against the Debtors: Bank of America NA, Merrill Lynch, Pierce, Fenner 8~ Smith Inc. GenOn 1429 15 Professionals. A member of McKinsey RTS currently serves, or Failed to provide details of relationship with named in the past two years as of the Petition Date to December 31, connection, and failed to disclose additional connection to 2017, has served, either through McKinsey RTS US or an and details of relationship with: affiliate thereof, the following Professionals or entities or 1. ZENON ENVIRONMENTAL (Professionals) individuals that are affiliates of such Professionals in matters unrelated to the Debtors, the Debtors' chapter 11 cases, or such Professionals' claims against the Debtors: Exelon Generation GenOn Com an LLC. Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 183 of 351 Page ID Case 1:18-cv-04141-JMF Document #:683 73-2 Filed 09/04/18 Page 112 of 146

1429 16 Schedule Parties. A member of McKinsey RTS currently serves, Failed to provide details of relationship with named or in the past two years as of the Petition Date to December 31, connection. 2017, has served, either through McKinsey RTS US or an affiliate thereof, the following Schedule Parties or entities or individuals that are affiliates of such Schedule Parties in matters unrelated to the Debtors, the Debtors' chapter 11 cases, or such Schedule Parties' claims against the Debtors: Suez Treatment GenOn Solutions Inc. 1429 17 Shippers. Members of McKinsey RTS currently serve, or in the Failed to provide details of relationship with named past two years as of the Petition Date to December 31, 2017, connection, and failed to disclose additional connection to have served, either through McKinsey RTS US or an affiliate and details of relationship with: thereof, the following Shippers or gntities or individuals that are 1. DOMINION.COVE POINT LNG LP (Shippers) affiliates of such Shippers in matters unrelated to the Debtors, the Debtors' chapter 11 cases, or such Shippers' claims against - the Debtors: Columbia Gas of Ohio, Columbia Gas of Pennsylvania, Union Pacific Railroad Company. GenOn 1429 18 Sign cant Customers. A member of McKinsey RTS currently Failed to provide.details_of relationship with named serves, or in the past two years as of the Petition Date to connection. December 31, 2017, has served, either through McKinsey RTS US or an affiliate thereof, the following Significant Customers or entities or individuals that are affiliates of such Significant Customers in matters unrelated to the Debtors, the Debtors' chapter 11 cases, or such Significant Customers' claims against the Debtors: Exelon Generation Company, LLC. GenOn 1429 19 Sign cant Vendors. Members of McKinsey RTS currently serve, Failed to provide details of relationship with named or in the past two years as of the Petition Date to December 31, connections. 2017, have served, either through McKinsey RTS US or an affiliate thereof, the following Significant Vendors or entities or individuals that are affiliates of such Significant Vendors in matters unrelated to the Debtors, the Debtors' chapter 11 cases, or such Significant Vendors' claims against the Debtors: Exelon Generation Company LLC, Suez Water New York, Union Pack Railroad Company. GenOn Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 184 of 351 Page ID Case 1:18-cv-04141-JMF~ Document #:684 73-2 Filed 09/04/18 Page 113 of 146

Schedule 1

McKinsey Disclosure Declaration, Docket 212 -Exhibit B dated 8/24/2015 -Alpha Natural Resources

Omitted Connections from the Interested Parties List Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 185 of 351 Page ID #:685 Schedule 1C McKlnse8 DIscP4ure~eclaFatio~n~,~ocket 21~-~xhFbie~da~ed g/~~/20~eArpTia Netu4al Resources Omitted Connections from the Interested Parties List IP List Name (Cates~orv) 3i Debt Mana ement US LLC Secured Term Loan Lender Accountem s Professionals, Consultants and Service Providers AEP River O erations LLC Lar est Unsecured Creditors Exculdin Noteholders

AIG Commercial E ui ment Finance Parties to Material Unex fired Leases with the Debtors AIG Specialty Insurance Company (Insurers, Insurance Brokers, and Third-Party Administrators Allianz Global US Secured Term Lender Alvarez & Marsal and affiliates (Professionals, Consultants and Service Providers) American Electric Power Si nificant Utili Provider American Guarantee &Liability (Zurich)(Insurers, Insurance Brokers, and Third-Party Administrators American Electric Power/A alachian Power Com an Ma'or Customer An to American Plc Ma'or Com etitor

A ollo Global Mana ement, LLC Secured Term Loan Lender, Revolvin Facili Lender

A olio Liabilit Consortium Insurers, Insurance Brokers and Third-Pa Administrators) A alachian Power Com an Si nificant Utili Provider ArcelorMittal Flat Carbon Europe and affiliates (Major Competitor, Major Customer, Party to Material Unex fired Leases ArcelorMittal Princeton Ma'or Com etitor ArcelorMittal Sourcin , S.A. Ma'or Customer AT&T Si nificant Utilit Provider AT&T Mobili Si nificant Utilit Provider

Australia and New Zealand Bankin Grou Ltd. ANZ De osito and Disbursement Bank

Banc of America Leasin & Ca ital Parties to Material Unex fired Leases with the Debtors

Bank of America and affiliates (Secured Term Loan Lender, Revolving Facility Lender, De osito and Disbursement Bank, Debtor's Professional, Consultant and Service Provider Bank of America, N.A. Secured Term Loan Lender, Revolvin Facilit Lender Barcla s Bank PLC Secured Term Loan Lender, Revolvin Facilit Lender BHP Billiton Ma'or Com etitor BlackRock Advisors LLC Ma~or Unsecured Noteholders) BlackRock Fund Advisors Ma'or E ui Holders Bloomber BNA Debtors' Professionals, Consultants and Service Providers Bloomber Finance, L.P. (Professionals, Consultants and Service Providers Cater illar Financial Services (Parties to Material Unex fired Leases with the Debtors Chartis Specialty Insurance Company (Insurers, Insurance Brokers, and Third-Party Administrators) Cher Bekaert LLP Professionals, Consultants and Service Providers Cit rou Global Markets Revolvin Facili Lender

Clea Gottlieb Steen &Hamilton LLP Professionals, Consultants and Service Providers Commerce and Industry Insurance Company (Insurers, Insurance Brokers, and Third-Party Administrators Co orate Executive Board Professionals, Consultants and Service Providers CT Corporation System D/B/A CT Lien Solutions (Professionals, Consultants and Service Providers Davis Polk &Wardwell LLP (Professionals, Consultants and Service Providers) Deloitte Tax LLP Professionals, Consultants and Service Providers Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 186 of 351 Page ID #:686 Schedule 1C MCKlnse8 ~Iscfo4ure~eclaFati~n~,~ocket 21£-~xnFeie~da~ed~J~~/20~eArp~ia ~etu4al Resources Omitted Connections from the Interested Parties List

Deutsche Asset Mana ement Investment esellschaft mbH DeAM Ma'or E uit Holder Deutsche Bank (Secured Term Loan Lender, Revolving Facility Lender, Major Equity Holder De osito and Disbursement Bank Dominion Transmission Beneficiaries of Letters of Credit Enel Trade S A Ma'or Customer Ernst & Youn Professionals, Consultants and Service Providers GE Fairchild LLC Other Ma~or Su tiers of Goods and Services GE Oil 8~ Gas and affiliates Lender Under A/R Facili General Electric Capital Corporation (Lender Under A/R Facilit ) Goldman Sachs Bank USA Revolvin Facili Lender Homer Ci Generation, L.P. Ma~or Customer Houlihan Loke , Inc. Professionals, Consultants and Service Providers Hunton &Williams LLP Professionals, Consultants and Service Providers) Illinois De artment of Natural Resources Gov-R ulato A encies) Illinois Environmental Protection A enc Gov-Re ulato A encies Indiana Michi an Power Com an (Ma'or Customer J.P. Mor an Securities LLC (Ma~or Unsecured Noteholder Jones Da LLP (Professionals, Consultants and Service Providers JPMorgan Chase Bank, N.A. and affiliates (Secured Term Loan Lender; Revolving Facility Lender, De osito and Disbursement Bank Kentucky Power Company (Significant Utility Providers, Other Major Suppliers of Goods and Services Kirkland &Ellis LLP Professionals, Consultan#s and Service Providers KPMG, LLP Professionals, Consultants and Service Providers Lexington Insurance Company(US) (Insurers, Insurance Brokers, and Third-Party Administrators Mc uire Woods LLP Professionals, Consultants and Service Providers Mood 's Investor Service Professionals, Consultants and Service Providers Munich Re Insurers, Insurance Brokers, and Third-Part Administrators Nalco Co. /Nalco Cham ion Ma~or Su tier of Goods and Services National Union Fire Insurance Beneficiaries of Letters of Credit Nelson Brothers LLC (Lar est Unsecured Creditors Exculdin Noteholders)) Nexans Amercable Inc. Parties to Material Contracts with the Debtors NRG Power Marketin LLC Ma'or Customers of the Debtors Oaktree Ca ital Mana ement, L.P.{Ma'or Unsecured Noteholder Onex Credit Partners, LLC Secured Term Loan Lender - Peabod COALTRADE LLC Ma'or Customer Peabod Ener Cor . Parties to Joint Ventures with the Debtors Peabody Energy, Inc. and affiliates (Major Competitor, Major Customer, Party to Joint Ventures with the Debtors Peabod Holdin Co., Inc. Parties to Joint Ventures with the Debtors Peabod Powder River O erations, LLC (Parties to Joint Ventures with the Debtors Pinebrid e Investments LLC (Secured Term Loan Lenders Pristine Resources, Inc. (Arcelor Mittal)(Parties to Material Unexpired Leases with the Debtors Protiviti Professionals, Consultants and Service Providers Public Service Com an of Colorado Ma'or Customers of the Debtors Quinn Emanuel Professionals, Consultants and Service Providers Sankaty Advisors LLC (Secured Term Loan Lender, Major Equity Holder, Second Lien Noteholder Siemens Financial Services Parties to Material Unex fired Leases with the Debtors Siemens Indust Pace Global Professionals, Consultants and Service Providers) Standard &Pools Consultant and.Service Provider, Debtor's Professional Sta les Advanta e Parties to Material Unex fired Leases with the Debtors) Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 187 of 351 Page ID #:687 C~ge x:18~V-Q4141 bJfV~IF Docbult~2r~~~~-?~ File~1 Schedule 1-McKinsey isc osure ec aration, oc et - xhibit ~~~~~~~2D~a e geArTiap I~etu4al Resources Omitted Connections from the Interested Parties List

State Street Global Advisors SSA Ma~or E uit Holder, Ma~or Unsecured Noteholder Steadfast Insurance Co. Beneficiaries of Letters of Credit) Stroock & Stroock & Lavan LLP Professionals, Consultants.and Service Providers Sumitomo Mitsui Banking Corporation (Revolving Facility Lender, Depository and Disbursement Bank Tata Steel Global Procurement Co. Pte., Ltd.. Ma'or Customer Teck Resources, Ltd. Ma'or Com etitor Thivent Financial Secured Term Loan Lenders Thomson Reuters Professionals, Consultants and Service Providers) Thomson Reuters GRC, Inc. Professionals,.Consultants and Service Providers Thomson Tax & Accountin Professionals, Consultants and Service Providers Towers Watson Professionals, Consultants and Service Providers UBS and a~liates (Major Equity Holder, Revolving Facility Lender, Depository and Disbursement Bank UBS Stamford Branch TRS Revolvin Facilit Lender United States Steel Ma'or Customer. Walter Ener , Inc. Ma'or Com et9to~ Wells Far o De osito and Disbu~ement Balks Wells Far o Bank, N.A. Revolvin ~acilit Lenders Willis of New York Professionals, Consultants.and Service Providers. Zurich Insurance Group (Insurers, Insurance.. Brokers, and Third-Party Administrators, Material. Sureties, Beneficiaries of Letters of Credit Zurich American Insurance Co. Beneficiaries of Letters of Credit Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 188 of 351 Page ID Case 1:18-cv-04141-JMF Document #:688 73-2 Filed 09/04/18 Page 117 of 146

Schedule 2

McKinsey Disclosure Declaration, Docket 2464 dated 5/19/2016 - Alpha Natural Resources

Omitted Connections from the Interested Parties List Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 189 of 351 Page ID #:689 Cade ~~-cv-~g141-JN~ DoCum~nt 73-7~ Fled 0~9~(~~(~~~ P q ~1~ of 146 Schedule - c inset' isclosure eclaration, ocket 2 64 c~ated 1 6 - ~a~ia a ural~tesources Omitted Connections from the Interested Parties List IP List Name(Cateaorvl Accountemps (Professionals, Consultants and Service. Providers) AEP River Operations LLC (Largest Unsecured Creditors (Exculding Noteholders))

AIG Commercial Equipment Finance (Parties to Material Unexpired Leases with the Debtors)

AIG Specialty Insurance Company (Insurers, Insurance Brokers, and Third-Party Administrators) Alvarez 8~ Marsal and affiliates (Professionals, Consultants and Service Providers) American Electric Power (Significant Utility Provider) merican uarantee Liability( uric )(Insurers, nsurance rokers, an it -arty Administrators) American Power/Appalachian Power Company (Major Customer) Appalachian Power Company (Significant Utility Provider) AT&T (Significant Utility Provider) AT&T Mobility (Significant Utility Provider) Australia and New Zealand Banking Group Ltd.(ANZ) (Depository and Disbursement Bank) Barclays Bank PLC (Secured Term Loan Lender, Revolving Facility Lender) BHP Billiton (Major Competitor) ,> BlackRock Advisors LLC (Major Unsecured Noteholders) BlackRock Fund Advisors (Major Equity Holders) Bloomberg BNA (Debtors' Professionals, Consultants and Service Providers) Bloomberg Finance, L.P. (Professionals, Consultants and Service Providers) Caterpillar Financial Services (Parties to Material Unexpired Leases with the Debtors)

Chartis Specialty Insurance Company (Insurers, Insurance Brokers, and Third-Party Administrators) Cherry Bekaert LLP (Professionals, Consultants and Service Providers) Cleary Gottlieb Steen &Hamilton LLP (Professionals, Consultants and Service Providers) ommerce and Industry Insurance ompany (Insurers, Insurance Brokers, and Third-Party Administrators) Corporate Executive Board (Professionals, Consultants and Service Providers) orporation ystem ien o utions ro essionals, onsultants and ervice Providers) Davis Polk &Wardwell LLP (Professionals, Consultants and Service Providers) Deloitte Tax LLP (Professionals, Consultants and Service Providers) Dominion Transmission.(Beneficiaries of Letters of Credit) Enel Trade SpA (Major Customer) Ernst &Young (Professionals, Consultants and Service Providers) GE Fairchild LLC (Other Major Suppliers of Goods and Services) Homer City Generation, L.P.(Major Customer) Houlihan Lokey, Inc. (Professionals, Consultants and Service Providers) t Hunton &Williams LLP (Professionals, Consultants and Service Providers) ;, Illinois Department of Natural Resources(Gov -Regulatory Agencies). Illinois Environmental Protection Agency (Gov-Regulatory Agencies) Y Indiana Michigan Power Company (Major Customer) Jones Day LLP (Professionals, Consultants and Service Providers) entucky ower ompany igrn scant tility Providers, ther Major uppliers o Dods an Services) Kirkland &Ellis LLP (Professionals, Consultants and Service Providers) Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 190 of 351 Page ID #:690 Cade ~7~-cv-~4141,JN~ " DoCum~nt '73-2~ 'F'I~d Q~9/t~~(~~~ ~ P q ~~ of ~46 Schedule - c inset' isclosure eclaration, ocket 2 64 ~a ed 1 6 - ~a~ia aural esources Omitted Connections from theJntecested Parties List KPMG, LLP (Professionals, Consultants and Service Providers)

Lexington Insurance Company(US) (Insurers, ,Insurance Brokers, and Third-Party Administrators) Mcguire Woods LLP (Professionals, Consultants and Service Providers) Moody's Investor Service (Professionals, Consultants and Service Providers) Munich Re (Insurers, Insurance Brokers, and Third-Party Administrators) National Union Fire Insurance (Beneficiaries of Letters of Credit) Nelson Brothers LLC (Largest Unsecured Creditors (Exculding Noteholders)) Nexans Amercable Inc. (Parties to Material~Contracts with th.e Debtors) NRG Power Marketing LLC (Major Customers of the Debtors) Oaktree Capital Management, L.P. (Major Unsecured Noteholder) Pinebridge Investments LLC (Secured Term Loan Lenders)

Pristine Resources, Inc. (Arcelor Mittal)(Parties to Material Unexpired Leases with ttte Debtors) Protiviti (Professionals, Consultants and Service Providers) Public Service Company of Colorado (Major Customers of the Debtors) Quinn Emanuel (Professionals, Consultants and Service Providers) Siemens Financial Services (Parties to Maferia! Unexpired Lases with-the Debtors) Siemens Industry Pace Global (Professionals, Consultants and Service Providers) SSgA Funds Management, Inc.-(Major Equity Holder) Staples Advantage (Parties to Material Unexpired teases with the Debtors} State Street Global Advisors(SBgA) (Major Equity Holder, Major Unsecured Noteholder) Steadfast Insurance Co. (Beneficiaries of Letters of Credit) Stroock & Stroock & Lavan LLP (Professionals, Consultants and Service Providers) Tata Steel Global Procurement Co. Pte., Ltd.(Major Cus#omer) Thivent Financial (Secured Term Loan Lenders) Thomson Reuters (Professionals, Consultants and Service Providers) Thomson Reuters CRC, Inc. (Professionals, Consultants and Service Providers) Thomson Tax &Accounting (Professionals, Consultants and Service Providers) Towers Watson (Professionals, Consultants. and Service Providers] United States Steel (Major Customer) Vanguard Group, Inc.(Major Equity Holder).. Wells Fargo (Depository and Disbursement Banks) Wells Fargo Bank, N.A.(Revolving Facility Lenders) '~ , ~ Willis of New York (~rofiessionals, Consultants and Seivice,Providers) I i Zurich American Insurance Co. (Beneficiaries of Letters_of Credit) . ~ Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 191 of 351 Page ID #:691 Case 1:18-cv-04141-JMF Document 73-2 Filed 09/04/18 Page 120 of 146

Schedule 3

McKinsey Disclosure declaration, Docket 3223 dated 8/5/2016 -Alpha Natural Resources

Omitted Connections from the Interested Parties List Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 192 of 351 Page ID #:692 ScheduleS~-~Rine ~Disclosu Me ~ecleratiuon Docket 3223 dated$%5/~6f6 - PAlpha Ratural Resources Omitted Connections from the Interested Parties List IP List Name (Cates~orv) BlackRock Advisors LLC Ma'or Unsecured Noteholders BlackRock Fund Advisors Ma'or E ui Holders Dominion Transmission Beneficiaries of Letters of Credit Illinois De artment of Natural Resources Gov-Re ulato A encies Illinois Environmental Protection A enc Gov-Re ulato A encies NRG Power Marketin LLC Ma'or Customers of the Debtors Pinebrid e Investments LLC Secured Term Loan Lenders Public Service Com an of Colorado Ma'or Customers of the Debtors Wells Far o De osito and Disbursement Banks Wells Far o Bank, N.A.(Revolvin Facili Lenders) Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 193 of 351 Page ID Case 1:18-cv-04141-JMF Document #:693 73-2 Filed 09/04/18 Page 122 of 146

Schedule 4

McKinsey Disclosure declaration, Docket 202 - Exhibit B dated 5/5/2016 — SunEdison

Omitted Connections from.the Interested Parties List Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 194 of 351 Page ID #:694 Schedule ~=NfcKinsey Disclosure D~claati~onn Doc"ket 2b~e~xhili~~clated ~~f2~~6 -~SunE~ison Omitted Connections from the Interested Parties List

IP List Name ICateaorvl AIG Insurance Co (Insurance Providers) AIG Property Casualty Co. as subrogee of John Paul DeJoria (Litigant) AIG Specialty Insurance Co. f/k/a Chartis Specialty Insurance Co.(Litigant) Alfianz SE (Convertible Note Holders) Anheuser-Busch Companies, Inc. (Customers) Aon Risk Services Central (Vendor) Banco Popular (Depository Banks) Bank of America Merrill Lynch (US)(Institutional Shareholders > 1%) Barclays Capital(LC Issuers) BlackRock Financial Management (Convertible Note Holders) BlackRock Fund Advisors (Convertible Note Holders) BlackRock Institutional Trust Company,. N.A. (Institutional Shareholders > 1%) BlackRock, Inc. (2nd Lien Lenders) BNP Paribas Securities Corp. No~!h America (Institutional Shareholders > 1%) Cerberus (2nd Lien Lenders) Cerberus Institutional Partners (2nd Lien Lenders) Cerberus Institutional Partners VI, L.P. (2nd Lien Lenders) Chartis Specialty Ins. Co.(Insurance Providers) Citibank (Customers, Depository Banks) Citigroup Global Markets Inc.(2nd Lien Lenders) Citigroup Incorporated (Convertible Note Holders) National Union Fire Insurance Co.(Insurance Providers) National Union Fire Insurance Co. Pittsburgh (AIG)(Insurance Providers) Deloitte Touche Tohmatsu (Ordinary Course Professionals)

Deutsche Bank AG (LC Issuers, 2nd Lien Lenders, Depository Banks, Convertible Note Holders) Deutsche Bank Securities Inc. (Institutional Shareholders > 1%) Dignity Health (Customers) Enel S.p.A. (Competitors) Enphase Energy (Vendors) Ernst &Young, LLP (Ordinary Course Professionals) Eversheds LLP.(Ordinary Course Professionals) Gamesa Renewable Private Limited (Vendors) Goldman Sachs &Company, Inc. (Institutional Shareholders > 1%) Goldman Sachs (2nd Lien Lenders) Goldman Sachs Group Inc (Convertible Note Holders) Internal Revenue Service (Government bodies) K Special Opportunity Fund L.P.(2nd Lien Lenders) Kirkland &Ellis, LLP (Ordinary Course Professionals) KPMG, LLP (Ordinary Course Professionals) Lexington Insurance Company (Insurance Providers) Managed Account Advisors LLC (Convertible Note Holders) Morgan Lewis & Bockius LLP (Ordinary Course Professionals) NRG Yield, Inc. (Competitors, Utilities) Oregon Department of Revenue (Taxing Authorities) Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 195 of 351 Page ID #:695 Schedu~e ~=Nfcl~ins~ey Disclosure D~Qarati~onn Docket 2~2e~xTiili~~aaed ~~j2D~6 -3unEdison Omitted Connections from the Interested Parties List Pacific Gas &Electric (Customers) Paul M. Sullivan (Debtor) Pennsylvania Bureau of Corporation Taxes (Taxing Authorities) PricewaterhouseCoopers LLP (Ordinary Course Professionals) Siemens Energy Inc.(Vendors) kad en, rps, ate, eagher lom (e tors ro essionals; rdinary nurse Professionals) Southern California Edison (Customers, Vendors, Utilities) State of Oregon, Construction Contractors Board (Government bodies) State Street Global Advisors(US) (Institutional Shareholders > 1%) Vanguard Group, Inc. (Institutional Shareholders > 1%) U.S. CUSTOMS AND BORDER PROTECTION (Government bodies) UBS Securities LLC (Institutional Shareholders > 1%) UC Berkeley (Customers) Wells Fargo &Company (Convertible Note Holders) Wells Fargo (1st Lien Lenders, Depository. Banks, LC Issuers, Convertible Note Holders) Wells Fargo Bank (Convertible Note,Holders) Wells Fargo Securities (Convertible Note Holders) Whirlpool of India Ltd (Customers) White ase LLP (1st Lien ro essionals, rdinary nurse Professionals, Ad Hoc roup Advisor) Zurich American Insurance (Insurance Providers) Zurich Vida, Compania de Seguros y Reaseguros S.A.(Landlords) Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 196 of 351 Page ID Case 1:18-cv-04141-JMF Document #:696 73-2 Filed 09/04/18 Page 125 of 146

Schedule 5

McKinsey Disclosure Declaration, Docket 484 dated 6/6/2016 — SunEdison

Omitted Connections from the Interested Parties List Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 197 of 351 Page ID #:697 CScheduTe85~~~KinseyD~isclosu~reDec~aration,Doket~8~ 9~ate~~/6~OY6-3unEdison6 Omitted Connections from the Interested Parties List IP List Name (Cates~orvl AIG Insurance Co (Insurance Providers) AIG Property Casualty Co. as subrogee of John Paul DeJoria (Litigant) AIG Specialty Insurance Co. f/k/a Chartis Specialty Insurance Co.(Litigant) Allianz SE (Covertible Note Holders) Aon Risk Services Central (Vendor) Banco Popular (Depository Banks) Bank of America Merrill Lynch (US)(Institutional Shareholders > 1%) Barclays Capital(LC Issuers) BlackRock Financial Management (Covertible Note Holders) BlackRock Fund Advisors (Covertible Note Holders) BlackRock Institutional Trust Company, N.A. (Institutional Shareholders > 1%) BlackRock, Inc. (2nd Lien Lenders) BNP Paribas Securities Corp. North America (Institutional Shareholders > 1%) Cerberus(2nd Lien Lenders) Cerberus Institutional Partners(2nd .Lien Lenders) Cerberus Institutional Partners VI, L.P..(2nd Lien Lenders) Chartis Specialty Ins. Co.(Insurance Providers) Citibank (Depository Banks, Customers) Citigroup Global Markets Inc. (2nd Lien Lenders) Citigroup Incorporated (Covertible Note Holders) Deutsche Bank AG (LC Issuers, 2nd Lien Lenders, Depository Banks, Convertible Note Holders) Deutsche Bank Securities Inc. (Institutional Shareholders > 1%) Enphase Energy (Vendors) Gamesa Renewable Private Limited (Vendors) Goldman Sachs &Company, Inc. (Institutional Shareholders > 1%) Goldman Sachs(2nd Lien Lenders) Goldman Sachs Group Inc (Covertible Note Holders) Internal Revenue Service (Government bodies) K Special Opportunity Fund L.P. (2nd Lien Lenders) Lexington Insurance Company (Insurance Providers) Managed Account Advisors LLC (Covertible Note Holders) National Union Fire Insurance Co.(Insurance Providers) National Union Fire Insurance Co. Pittsburgh (AIG)(Insurance Providers) Oregon Department of Revenue (Taxing Authorities) Paul M. Sullivan (Debtor) Pennsylvania Bureau of Corporation Taxes (Taxing Authorities) Siemens Energy Inc.(Vendors) State of Oregon, Construction Contractors Board (Government bodies) State Street Global Advisors(US) (Institutional Shareholders > 1%) Vanguard Group, Inc. (Institutional Shareholders > 1%) U.S. CUSTOMS AND BORDER PROTECTION (Government bodies) UBS Securities LLC (Institutional Shareholders > 1%) UC Berkeley (Customers)

Wells Fargo &Company (1st Lien Lenders, Depository Banks, LC Issuers, Convertible Note Holders) Wells Fargo Bank (Convertible Note Holders) Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 198 of 351 Page ID #:698 C~~e ~'~.8-c -0~~.41-~AF Doc~rt}ent,73-~ File~~9d04/~.~ Pa 127 Qf 146 c e u e 5 -~c insey isclosure ec aration, ocket ate /6 20~~-3unEdison Omitted Connections from the Interested Parties List Wells Fargo Securities (Convertible Note Holders) Zurich American Insurance (Insurance Providers) Zurich Vida, Compania de Seguros y Reaseguros S.A.(Landlords) Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 199 of 351 Page ID #:699 Case 1:18-cv-04141-JMF Document 73-2 Filed Q9/04/18 Page 128 of 146

Schedule ~

M~Kinsey Disclosure Declaration, Docket 586 dated 6/14/2016 — SunEdison

Omitted Connections from the Interested Parties List Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 200 of 351 Page ID #:700 C~she ~~~8-c -0~~41-~MF Document,73 ~ ~Fi~e~c~~~/04d~~ ~aaQ 129 Qf 146 c e u e 6 -~c msey isclosure eclaration, oc e ate 14 20x6 -3unEdison Omitted Connections from the Interested Parties List IP I ief Name+ /Ca+annrvl AIG Insurance Co Insurance Providers AIG Pro ert Casual Co. as subr ee of John Paul DeJoria Liti ant AIG S ecial Insurance Co. f/k/a Chartis S eciaft Insurance Co. Liti ant) Allianz SE Covertible Note Holders Aon Risk Services Central Vendor Banco Po ular De sito Banks Bank of America Merrill L nch US Institutional Shareholders > 1% Barcla s Ca ital LC Issuers BlackRock Financial Mana ement Covertible Note Holders BlackRock Fund Advisors Covertible Note Holders) BlackRock Institutional Trust Com an , N.A. (Institutional Shareholders > 1%) BlackRock, Inc. 2nd Lien Lenders BNP Paribas Securities Co .North America Institutional Shareholders > 1 Cerberus 2nd Lien Lenders Cerberus Institutional Partners 2nd Lien Lenders) Cerberus Institutional Partners VI, L.P. 2nd Lien Lenders Chartis S ecial Ins. Co. Insurance Providers Citibank De osito Banks, Customers Citi rou Global Markets Inc. 2nd Lien Lenders Citi rou Inco orated Covertible Note Holders Deutsche Bank AG LC Issuers, 2nd Lien Lenders, De osito Banks, Convertible Note Holders) Deutsche Bank Securities Inc. (Institutional Shareholders > 1%) En hase Ener (Vendors) Gamesa Renewable Private Limited endors Goldman Sachs 8~ Com an , Inc. Institutional Shareholders > 1% Goldman Sachs 2nd Lien Lenders Goldman Sachs Grou Inc Covertible Note Holders Internal Revenue Service Government bodies K S ecial O ortuni Fund L.P. 2nd Lien Lenders Lexin ton Insurance Com an Insurance Providers Mana ed Account Advisors LLC Covertible Note Holders National Union Fire Insurance Co. Insurance Providers National Union Fire Insurance Co. Pittsbur h AIG Insurance Providers Ore on De artment of Revenue, Taxin Authorities Paul M. Sullivan Debtor) Penns Ivania Bureau of Cor oration Taxes (Taxin Authorities Siemens Ener Inc. Vendors State of Or on, Construction Contractors Board Government bodies State Street Global Advisors US Institutional Shareholders > 1% Van uard Grou , Inc. Institutional Shareholders > 1% U.S. CUSTOMS AND BORDER PROTECTION Government bodies UBS Securities LLC Institutional Shareholders > 1% UC Berkele Customers Wells Faro & Com an 1st Lien Lenders, De osito Banks, LC Issuers, Convertible Note Holders Wells Far o Bank Convertible Note Holders Wells Far o Securities Convertible Note Holders Zurich American Insurance Insurance Providers Zurich Vida, Com ania de Se uros Reas uros S.A. Landlords Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 201 of 351 Page ID Case 1:18-cv-04141-JMF Document #:701 73-2 Filed 09/04/18 Page 130 of 146

Schedule 7

McKinsey Disclosure Declaration, Docket 1958 dated 12/21/2016 — SunEdison

Omitted Connections from the Interested Parties List Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 202 of 351 Page ID #:702 ~cheduTe~ Mc~nsey~~s~osur~e~ec~ation~ocket~119387a~ed3~/21f~1~3~unE~son Omitted Connections from the Interested Parties List

ID 1 ic4 1►I~mo /[_~*onnrvl AIG Insurance Co Insurance Providers AIG Pro e Casualt Co. as subro ee of John Paul DeJoria Liti ant AIG S ecial Insurance Co. f/k/a Chartis S ecial Insurance Co. Liti ant Allianz SE Covertible Note Holders Aon Risk Services Central endor Banco Po ular De osito Banks Bank of America Merrill L nch US Institutional Shareholders > 1 Barcla s Bank PLC Uniform Commercial Code List Barcla s Ca ital LC Issuers BlackRock Financial Mana ement (Covertible Note Holders) BlackRock Fund Advisors (Covertible Note Holders) BlackRock Institutional Trust Com an , N.A. Institutional Shareholders > 1% BlackRock, Inc. 2nd Lien Lenders Cerberus 2nd Lien Lenders Cerberus Institutional Partners 2nd Lien Lenders Cerberus Institutional Partners VI, L.P. 2nd Lien Lenders Chartis S ecial Ins. Co. Insurance Providers) Citibank De osito Banks, Customers Citi rou Global Markets Inc. 2nd Lien Lenders) Citi rou Incor orated Covertible Note Holders D~Vis Polk 8~ Wardwell LLP 2002 list

Deutsche Bank AG LC Issuers, 2nd Lien Lenders, De osito Banks, Convertible Note Holders Deutsche Bank AG New YorK Branch (Uniform Commercial Code List Deutsche Bank AG, London Branch Uniform Commercial Code List) Deutsche Bank Luxembour S.A. Uniform Commercial Code List Deutsche Bank Securities Inc. Institutional Shareholders> 1% Deutsche Bank Trust Com an Americas Uniform Commercial Code List En hase Ener endors Gamesa Renewable Private Limited endors Goldman Sachs & Com an , Inc.- Institutional Shareholders > 1%0) Goldman Sachs: 2nd Lien Lenders . Goldman Sachs Bank USA Uniform Commercial Code List Goldman Sachs Group Inc Covertible Note Holders Internal Revenue Service Government bodies Jones Da 2002 List K S ecial O rtuni Fund L.P. 2nd Lien Lenders Lexin ton Insurance Com an Insurance Providers Lon road Ener artners LLG! BlackRock Infrastructure Bidder LOTTE Fine Chemical Co., Ltd. 2002 List Mana ed Account Advisors PLC Covertible Note Holders Mood 's Investors Service, Inc. 2002 List National Union Fire Insurance Co. Insurance Providers fi National Union Fire Insurance Co. Pittsbur h AIG Insurance Providers Ore on De artment of Revenue Taxin Authorities Penns Ivania Bureau of Cor oration Taxes Taxin Authorities Siemens Cor . Bidder, Vendors Siemens Ener Inc. endors e State of Ore on, Construction Contractors Board Government bodies State Street Global Advisors US Institutional Shareholders > 1%0 Van uard Grou , Inc. Institutional Shareholders > 1% U.S. CUSTOMS AND BORDER PROTECTION Government bodies ~: UBS Securities LLC Institutional Shareholders > 1% . United States Attorne 's Office Government bodies. Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 203 of 351 Page ID #:703 ~~se~ ~.~~$-~~414~~N~F D$cu~ient 7~2 Fil~~~~/04~/1~~ P~e 3 0~~46 c e u e c ~nsey isc osure ec aration, oeket ate /21 i~ ~un ison Omitted Connections from the Interested Parties List Zurich American Insurance Insurance Providers Zurich Vida, Com ania de Se uros Reas uros S.A. Landlords Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 204 of 351 Page ID Case 1:18-cv-04141-JMF Document #:704 73-2 Filed 09/04/18 Page 133 of 146

Schedule 8

McKinsey Disclosure Declaration, Docket 2614 dated 3/20/2017 — SunEdison

Omitted Connections from the Interested Parties List Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 205 of 351 Page ID #:705 C~~e~:1~c~-O K4141d I.MF Do~u~ent 73-2 Fil~~) ~9~04/d.'~8~ P~C1 1 4 ~~ 146 c e ule c insey isc osure ec aration, Docket 1 ate 20/201- ~un ison Omitted Connections from the Interested Parties List

IP I isf Nama /C_a+annni) AIG Insurance Co Insurance Providers AIG Pro e Casual Co. as subro ee of John Paul DeJoria Liti ant AIG S ecial Insurance Co. f/k/a Chartis S ecialt Insurance Co. Liti ant Allianz SE Covertible Note Holders Aon Risk Services Central endor Banco Po ular De osito Banks Bank of America Merrill L nch US Institutional Shareholders > 1 Barcla s Bank PLC Uniform Commercial Code List Barcla s Ca ital LC Issuers BlackRock Financial Mana ement (Covertible Note Holders) BlackRock Fund Advisors (Covertible Note Holders BlackRock Institutional Trust Com an , N.A. Institutional Shareholders > 1% BlackRock, Inc. 2nd Lien Lenders) Cerberus 2nd Lien Lenders Cerberus Institutional Partners 2nd Lien Lenders Cerberus Institutional Partners VI, I_.P. 2nd Lien Lenders) Chartis S ecial Ins. Co. Insurance Providers Citibank De osito Banks,. Customers Citi rou Global Markets Inc. 2nd lien Lenders Citi rou Incor orated Covertible Note Holders) Davis Polk &Wardwell LLP 2002 List Deutsche Bank AG New York Branch Uniform Commercial .Code List} Deutsche Bank AG, London Branch (Uniform Commercial Code List) Deutsche Bank Luxembour S.A. Uniform Commercial Code List Deutsche Bank Securities Inc. Institutional Shareholders > 1% . Deutsche Bank Trust Com an Americas Uniform Commercial Code List Deutsche Bank AG (LC Issuers, 2nd Lien Lenders, Depository Banks, Convertible Note Holders En hase Ener endors Gamesa Renewable Private Limited endors Goldman Sachs & Com an , Inc. Institutional Shareholders > 1%) Goldman Sachs 2nd Lien Lenders Goldman Sachs Bank USA Uniform Commercial Code List Goldman Sachs Grou Inc Covertible Note Holders) Internal Revenue Service Government bodies Jones Da 2002 List . K S ecial 0~ ortuni Fund L.P. 2nd Lien Lenders Lexin ton Insurance Com an Insurance Providers Lon road Ener Partners LLO/ BlackRack fnfrastructure ~ Bidder ~: LOTTE Fine Chemical Co., Ltd. 2002 List . Mana ed Account Advisors LLC Covertible Note Holders Mood 's Investors Service, Inc. 2002. List National Union Fire Insurance Co. Insurance Providers National Union Fire Insurance Co. Pittsbur h. AIG Insurance Providers Or on De artment of Revenue Taxin Authorities Penns Ivania Bureau of Cor oration Taxes Taxin Authorities Siemens Cor . Bidder, Vendors Siemens Ener Inc. Vendors ~ ~ State of Ore on, Construction Contractors .Board Government. bodies. ~ i State Street Global Advisors US Institutional Shareholders > 9 Van uard Grou , Inc. Institutional Shareholders > 1% . ; U.S. CUSTOMS AND BORDER PROTECTION Government bodies '~ UBS Securities LLC Institutional Shareholders > 1% 1 United States Attorne 's Office Government bodies i Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 206 of 351 Page ID C~~e~1'1~-c~-~414x:~.MF Do~ur~en~ #:706 73-2 Fil~~i ~9~~4/~$~ P~q 135 ~0~ 146 c e ule c inset' isc osure ec aration, Docket 1' a ed 20/201 -Sun ison Omitted Connections from the Interested Parties List Zurich American Insurance Insurance Providers Zurich Vida, Com ania de Se uros Rease uros S.A. Landlords Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 207 of 351 Page ID Case 1:18-cv-04141-JMF Document #:707 73-2 Filed 09/04/18 Page 136 of 146

Schedule 9

McKinsey Disclosure Declaration, Docket 123-2 dated 6/23/2017 — GenOn

Omitted Connections from the Interested Parties List Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 208 of 351 Page ID #:708 C~s~ 1~~8-cv~~141-J~tIF Doc~rr~ent.73-~ F~ile~~~~4~1~ p aQ ~3~of~46 c edu e 9 - c insey isclosure ec aration, oc et a e 6/23~Z01 - en n Omitted Connections from the Interested Parties list IP List Name (Cateaorvl American International Reinsurance Co Ltd (AIG)(Insurers) Anthony M Star (Director of Illinois Power Agency)(Litigation Parties) Aon Risk Services Central (Vendor) Aspen American Insurance Company (Contractual Counterparties, Surety Bonds) Aspen Specialty Insurance Company (Insurers) Baltimore Gas &Electric Company (Contractual Counterparties) Bank of America NA (Noteholders, Contractual Counterparties) Bank of America Securities LLC (Contractual Counterparties) Blackrock (Banks and Indenture Trustees) BLACKROCK FUND ADVISORS (Noteholders) Brock Services LLC ((Largest Unsecured Creditors Contractual Counterparties) Calpine Energy Services, L.P. (Contractual Counterparties) Chase Securities Inc. (Contractual Counterparties) Clean Harbors Environmental Service (Contractual Counterparties) CoalSales LLC (Contractual Counterparties) CoatSales, Inc. (Contractual Counterparties) CoaiTrade: LLC (Contractual Counterparties) Columbia Gas of Ohio Inc. (Contractual Counterparties. Shippers) Columbia Gas of Pennsylvania (Shippers) Columbia Gas Transmission Company LLC (Letters of Credit Beneficiaries) Columbia Gas Transmission Corporation (Contractual Counterparties) Commonwealth of Pennsylvania (Contractual Counterparties) Commonwealth Edison Company (Contractual Counterparties) Deloitte & Touche LLP (Contractual Counterparties) L ( ontractual ounterparties, hippers, Letters o redit Beneficiaries) DOMINION ENERGY GENERATION MARKETING INC (Contractual Counterparties) Dominion Energy Marketing; Inc. (Contractual Counterparties)

Dominion Transmission, Inc.: (L,etters of Credit Beneficiaries; Contractual Counteiparties) Duke Energy (Utilities) Duke Energy Field Services LP (Contractual Counterparties) Exelon.Corporation (Contractual Counterparties) xelon eneration ompany LL ( a onstellation nergy omm ities roup Inc.) (Contractual Counterparties, Joint Venture Parties, Litigation Parties, Professionals, Significant Vendors, Significant Customers) . Four Brothers Capital, LLC(NRG Affiliates) r a Four Brothers Holdings, LLC(NRG Affiliates) ,, Four Brothers Portfolio, LLC(NRG Affiliates) Four Brothers Solar, LLC(NRG Affiliates) Global High Yield Bond Portfolio (Noteholders) Goldman ache o.( ontractual Counterparties, Pro essionals, Banks and Indenture Trustees) Goldman Sachs Bank. USA (Contractual Counterparties) Goldman Sachs Credit Partners, LP (Contractual Counterparties) Granite II Holding, LLC(NRG A~liates) Granite Mountain Capital, LLC(NRG Affiliates) Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 209 of 351 Page ID C~S~ 1~~8-cv~.41-J~tiF Do~rr~ent~.73-~ #:709 F~ile~ ~~~4~1~ p pe ~3~ of~46 c edu e 9.- c ~nsey isclosure, .ec ara ion, oc. et 2 - a e 6/2~Z01 - en n Omitted Connections from the Interested Parties List Granite Mountain Holdings, LLC(NR~ a~liates) Granite Mountain Renewables, LLC(NRG Affiliates) Granite Mountain Solar East, LLC(NRG Affiliates) Granite Mountain Solar West; LLC(NRG Affiliates) Granite Power Partners II, L.P.(NRG Affiliates) Illinois Commerce Commission (Gov. -Regulatory Agencies) Illinois Department of Revenue ($ignificant Vendors, Taxing Authorities) Illinois Environmental Protection (Gov. -Regulatory Agencies) Intesa San Paolo, formerly known aS Banca (Litigation Parties) Iron Springs Capital, LLC(NRG Affiliates) Iron Springs Holdings, LLC(NRG Affiliates) Iron Springs, LLC(NRG Affiliates) Iron Springs, Renewables, LLC(NRG Affiliates) iShares $High Yield Corporate Bond UCITS ETF (Noteholders) iShares 0-5 Year High Yield Corporate Bond ETF (Noteholders) iShares Core 1-5 Year USD Bond ETF (Noteholders)., iShares Core Total USD Bond Market ETF (Noteholders), . iShares Global High Yield Corp Bond CHF Hedged UClTS ETF (Noteholders) iShares Global High Yield Corp Bond GBP Hedged UCITS ETF (Noteholders) iShares Global High Yield Corp. Bond UCITS ~tF (Noteholders) „ iShares Global High Yield Corporate Bond ETF (Noteholders) iShares iBoxx $High Yield Corporate Bond ETF (Noteholders) iShares iBoxx $High Yield ex Oil 8~ Gas (Noteholders) iShares U.S. High Yield Bond Index ETF (Noteholders) iShares USD Short Duration High Yield ,(Noteholders} J.P. Morgan Investment Management Inc. (Noteholders) J.P. Morgan Ventures Energy Corporation (Contractual Counterparties) JP Morgan Chase 8~ Co.((Noteholders, Professionals, Contractual Counterparties))

JPMorgan Chase Bank N.A.(Contractual Counterparties, Banks and Indenture Trustees) JPMorgan Chase Facility (Banks and Indenture Trustees). Louisiana Public Service Commission (Gov. -Regulatory Agencies) Merrill Lynch, Pierce, Fenner &'Smith Inc. (Noteholders) National Union Fire Insurance Company Pittsburgh, PA (AIG)(Insurers) New ingu ar ire ess ba o ility uccessor to A , fireless o Cleveland LLC (Contractual Counterparties) Nextel (Utility) NRG Granite Acquisition LLC(NRG Affiliates) OREGON PUBLIC UTILITY COMMISSION (Gov. -Regulatory Agencies) Pacific Gas &Electric Company (Shippers, Utilities)

Peabody CoalSales Company (Contractual Counterparties, Significant Vendors,. Shippers) Peabody CoalSales LLC.(Contractual Counterparties) Peabody Coaltrade LLC (Contractual Counterparties) PEABODY ENERGY CORPORATION INC (Schedule Parties) Peco Energy Company (Contractual Counterparties) Pepco Phi Company (Contractual Count~rparties) Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 210 of 351 Page ID C~s~ 1~~8~Cv~~.41-J~tIF Doc~~ent~.73-~ #:710 F~ile~~~~4~1~ P ae~3Q~of~.46 c edu e - c insey isclosure ec ara ion, oc et a e 6/2~Z01 - en n Ortiitted Connections from the Interested Parties List PWC (Professionals) Repsol Energy North American Corporation (Contractual Counterparties) Royal Bank of Scotland (Litigation Parties) Royal Bank of Scotland Group, P.L.C. (Litigation Parties) RWE Supply 8~ Trading GMBH (Contractual Counterparties) he I nergy ort merica (U )L ora nergy olding( ntractua Counterparties) Shell Energy North America (US)LP (Significant Customers) Shell Oil Company (Contractual Counterparties) Shell Oil Company (Landlords) erina aye ards ommissioner o the I linois ommerce ommission)(Litigation Parties) Skadden, Arps, Slate, Meagher &Flom LLP (Contractual Counterparties) Strategic Value Master Fund Ltd (Noteholders) Strategic Value Opportunities Fund LP (Noteholders) Strategic Value Special Situations Master Fund III LP (Noteholders) Strategic Value Special Situations Master Fund IV LP (Noteholders) Suez Water New York (Significant Vendors) Union ;acific Railroad ompany( hippers, igni icant Vendors, Contractual Counterparties, (Largest Unsecured Creditors, Notice Of Appearance Parties)) Vanguard Group (Noteholders) Washington Metropolitan Area Transit Authority (Contractual Counterparties) ZENON ENVIRONMENTAL CORP (Largest Unsecured Creditors, Professionals) Zurich American Insurance Company (Insurers) Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 211 of 351 Page ID #:711 Case 1:18-cv-04141-JMF Document 73-2 Filed 09/04/18 Page 140 of 146

Schedule 10

1VIcKinsey Disclosure Declaration, Docket 221-1 dated 7/13/2017 — GenOn

Omitted Connections from the Interested Parties List Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 212 of 351 Page ID #:712 CScheduTelO~ M4~nsey I~isclos~u~e Declanat~on,-Docke~f~~l9i~dated 7~3~L~T74TenQn6 Omitted Connections from the Interested Parties List IP List Name /Cateaorvl American International Reinsurance Co Ltd (AIG)(Insurers) Anthony M Star (Director of Illinois Power Agency)(Litigation Parties) Aspen American Insurance Company (Contractual Counterparties, Surety Bonds) Aspen Specialty Insurance Company (Insurers) Baltimore Gas &Electric Company (Contractual Counterparties) Bank of America NA (Noteholders, Contractual Counterparties) Bank of America Securities LLC (Contractual Counterparties) Blackrock (Banks and Indenture Trustees) BLACKROCK FUND ADVISORS (Noteholders) Brock Services LLC (Contractual Counterparties, Largest Unsecured Creditors) Clean Harbors Environmental Service (Contractual Counterparties) Columbia Gas of Ohio Inc. (Contractual Counterparties, Shippers) Columbia Gas of Pennsylvania (Shippers) Columbia Gas Transmission Company LLC (Letters of Credit Beneficiaries) Columbia Gas Transmission Corporation (Contractual Counterparties) Commonwealth Edison Compan (Contra~~tual Counterparties) Deloitte & Touche LLP (Contractual Counterparties) L Contractual ounterparties, kippers, etters o re it Beneficiaries) DOMINION ENERGY GENERATION MARKETING INC (Contractual Counterparties) Dominion Energy Marketing, Inc. (Contractua{ Counterparties) Dominion Transmission, Inc. (Letters of Credit Beneficiaries, Contractual Counterparties) Exelon Corporation (Contractual Counterparties) Exelon Generation Company LL (fka Constellation Energy ommodities roup Inc.) (Contractual Counterparties, Joint Venture Parties, Litigation Parties, Professionals, Significant Vendors, Significant Customers) Global High Yield Bond Portfolio (Noteholders) Illinois Commerce Commission (Gov. -Regulatory Agencies) Illinois Department of Revenue (Significant Vendors, Taxing Authorities) Illinois Environmental Protection (Gov. -Regulatory Agencies) Intesa San Paolo;formerly known as Banca (Litigation Parties) iShares $High Yield Corporate Bond UCITS ETF {Noteholders) iShares 0-5 Year High Yield Corporate Bond ETF (Noteholders) iShares Core 1-5 Year USD Bond ETF (Noteholders)_ iShares Core Total USD Bond Market ETF (Noteholders) ,4. iShares Global High Yield Corp Bond CHF Hedged UCITS ~TF (Noteholders) - iShares Global High Yield Corp Bond GBP Hedged UCITS ETF (Noteholders) J iShares Global High Yield Corp Bond UCITS ETF (Noteholders) iShares Global High Yield Corporate Bond ETF (Noteholders) iShares iBoxx $High Yield CorporatE Bond ETF (Noteholders) iShares iBoxx $High Yield ex Oil &Gas (Noteholders) iShares U.S. High Yield Bond Index ETF (Noteholders) iShares USD Short Duration High Yield (Noteholders) Merrill Lynch, Pierce;. Fenner &Smith Inc. (Noteholders) National Union Fire Insurance Company Pittsburgh, PA (AIG)(Insurers) OREGON PUBLIC UTILITY COMMISSION (Gov. -Regulatory Agencies) Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 213 of 351 Page ID C~se ~~~.8-Cv-04,41-JBi1F Doc~mgnt #:713 73-?b File~~~09~04/1~ Pa 142 of ~46 the u e 10 - Mc msey isclosure ec aration, ocke 1- date 7 13~1~i7 -Gen n Omitted Connections from the Interested Parties List Peco Energy Company (Contractual Counterparties) Royal Bank of Scotland (Litigation Parties) Royal Bank of Scotland Group, P.L.C. (Litigation Parties), e nergy orth America LP( KA oral nergy o dmg( igni icant ustomers, Contractual Counterparties) Shell Oil Company (Landlords, Contractual Counterparties)

Sherina Maye Edwards (Commissioner of the Illinois Commerce Commission)(Litigation Parties) Suez Water New York (Significant Vendors) nion acs is ailroad ompany( ippers, igni scant Vendors, ontractual ounterparties, (Largest Unsecured Creditors, Notice Of Appearance Parties)) ZENON ENVIRONMENTAL CORP (Largest Unsecured Creditors, Professionals) Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 214 of 351 Page ID Case 1:18-cv-04141-JMF Document #:714 73-2 Filed 09/04/18 Page 143 of 146

Schedule 11

McKinsey Disclosure Declaration, Docket 771 dated 9/15/2017 — GenOn

Omitted Connections from the Interested Parties List Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 215 of 351 Page ID #:715 ca~~ i~s~-~~-q~~41-~n~F Docu~ne~t 7~-2 F~~e~ g~i~4~i~ P~ ~.a~ of 146 c edu e - c insey isclosure ec aration, Doc e 7 ate 9/15 1 - enOn Omitted Connections from the Interested Parties List IP 1 ic+ Nama ICafennrvl As en American Insurance Com an Contractual Counte arties, Sure Bonds As en S ecial Insurance Com an Insurers Baltimore Gas &Electric Com an Contractual Counter arties Bank of America NA Noteholders, Contractual Counter arties Bank of America Securities LLC Contractual Counte arties Blackrock Banks and Indenture Trustees BLACKROCK FUND ADVISORS Noteholders Brock Services LLC Contractual Counter arties, Lar est Unsecured Creditors Clean Harbors Environmental Service Contractual Counter arties Columbia Gas of Ohio Inc. (Contractual Counter arties, Shippers) Columbia Gas of Penns Ivania (Shi ers Columbia Gas Transmission Com an LLC Letters of Credit Beneficiaries Columbia Gas Transmission Cor oration Contractual Counte arties Commonwealth Edison Com an Contractual Counter artier DOMINION COVE POINT LNG LP (Contractual Counterparties, Shippers,. Letters of Credit Beneficiaries DOMINION ENERGY GENERATION MARKETING INC Contractual Counte artier Dominion Ener Marketin , Inc. Contractual Counter artier)

Dominion Transmission, Inc. Letters of Credit [3eneficiaries, Contractual Gounterparties Exelon Corporation (Contractual Counter arties) Exelon Generation Company LLC (flea Constellation Energy Commodities Group Inc.)(Contractual Counterparties, Joint Venture Parties, Litigation Parties, Professionals, Significant Vendors, Si nificant Customers Global Hi h Yield Bond Portfolio Noteholders Intesa San Paolo, formerl known as Banca Liti ation .Parties iShares $ Hi h Yield Co orate Bond UCITS ETF Noteholders iShares 0-5 Year Hi h Yield Cor orate Bond ETF Noteholders) iShares Core 1-5 Year USD Bond ETF Noteholders iShares Core Total USD Bond Market ETF Noteholders iShares Global Hi h Yield Co Bond CHF Hed ed UCITS ETF Noteholders iShares Global Hi h Yield Corp Bond GBP Hed ed UCITSfTF (Noteholders) iShares Global Hi h Yield Corp. Bond UCITS ~TF (Notehol"ders) iShares Global Hi h Yield Co orate Bond ETF Noteholders iShares iBo~oc $ Hi h Yield Cor .orate Bond ETF Noteholders iShares iBoxx $ Hi h Yield ez Oil:& Gas' Noteholders iShares U.S. Hi h Yield Bond Index ETF Noteholders . iShares USD Short Duration Hi h Yield Noteholders) Merrill L nch, Pierce; Fenner &Smith Inc: Noteholders) OREGON PUBLfC UTILITY COMMISSION Gov. - Re ulato A encies Peco Ener Com an Contractual Counter arties Ro al Bank of Scotland Liti ation Parties Ro al Bank of Scotland Grou , P.L.C. Liti ation Parties Suez Treatment Solutions Inc. Schedule Parties Suez Water New York (Si nificant Vendors) Union Pacific Railroad Company (Shippers,:8.ignificant Vendors, Contractual Counterparties, . Lar est Unsecured Creditors, Notice Of A earance Parties ZENON ENVIRONMENTAL CORP Lar est Unsecured Creditors, Professionals Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 216 of 351 Page ID #:716 Case 1:18-cv-04141-JMF Document 73-2 Filed 09/04/18 Page 145 of 146

Schedule 12

1VIcKinsey Disclosure Declaration, Docket 1429 dated 2/7/2018 - GenOn

Omitted Connections from the Interested Parties List Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 217 of 351 Page ID #:717 Ca Doreu~e 46 ~c~fiedul"e ~~-Mc1C4ns y~ "Dlscl ~ratlon Doc~kedi~~~~da~te~ 2~~1S4GenfOn Omitted Connections from the Interested Parties List IP List Name ICateaorv) As en American Insurance Com an Contractual Counte arties, Suret Bonds As en S ecia Insurance Com an Insurers Blackrock Banks and Indenture Trustees BLACKROCK FUND ADVISORS Noteholders DOMINION COVE POINT LNG LP (Contractual Counterparties, Shippers, Letters of Credit Beneficiaries DOMINION ENERGY GENERATION MARKETING INC Contractual Counte arties Dominion Ener Marketin , Inc. Contractual Counter arties Dominion Transmission, Inc. (Letters of Credit Beneficiaries, Contractual Counterparties) Global Hi h Yield Bond Portfolio (Noteholders) Intesa San Paolo, formerl known as Banca Liti ation Parties iShares $ Hi h Yield Co orate Bond UCITS ETF Noteholders iShares 0-5 Year Hi h Yield Cor orate Bond ETF Noteholders iShares Core 1-5 Year USD Bond ETF Noteholders iShares Core Total USD Bond Market ETF Noteholders iShares Global Hi h Yield Co Bond CHF Hed ed UCITS ETF Noteholders iShares Global Hi h Yield Co Bond GBP Hed ed UCITS ETF Noteholders iShares Global Hi h Yield Co Bond UCITS ETF Noteholders iShares Global Hi h Yield Co orate .Bond ETF Noteholders iShares iBoxx $ Hi h Yield Cor Grate Bond ETF Noteholders iShares iBoxx $ Hi h Yield ex Oil 8~ Gas Noteholders iShares U.S. Hi h Yield Bond Index ETF (Noteholders). iShares USD Short Duration Hi h Yield Noteholders OREGON PUBLIC UTILITY COMMISSION Gov. - Re ulato A encies Ro al Bank of Scotland Liti ation Parties Ro al Bank of Scotland Grou , P.L.C. Liti ation Parties ZENON ENVIRONMENTAL CORP Lar est Unsecured Creditors Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 218 of 351 Page ID #:718 Case 1:18-cv-04141-JMF Document 73-2 Filed 09/04/18 Page 113 of 146

Schedule 1

McKinsey Disclosure Declaration, Docket 212 -Exhibit B dated 8/24/2015 -Alpha Natural Resources

Omitted Connections from the Interested Parties List Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 219 of 351 Page ID #:719 CaSe x:18~v-Q4141 bJI~IF oo~u~en~~~-~ File Schedule 1-McKinsey isc osure ec aration, oc et - xhibit ~~si~~~~~2g~ate eA~~ap 8etu4al Resources Omitted Connections from the Interested Parties List IP List Name (Cateaorvl 3i Debt Mana ement US LLC Secured Term Loan Lender Accountem s Professionals, Consultants and Service Providers AEP River Operations LLC (Lar est Unsecured Creditors Exculdin Noteholders))

AIG Commercial Equipment Finance Parties to Material Unexpired Leases with the Debtors AIG Specialty Insurance Company (Insurers, Insurance Brokers, and Third-Party Administrators Allianz Global US Secured Term Lender Alvarez & Marsal and affiliates Professionals, Consultants and Service Providers American Electric Power Si nificant Utili Provider American Guarantee &Liability (Zurich)(Insurers, Insurance Brokers, and Third-Party Administrators American Electric Power/Appalachian Power Compan Ma'or Customer An to American Plc Ma'or Com etitor

A olio Global Mana ement, LLC Secured Term Loan Lender, Revolvin Facili Lender

A ollo Liabili Consortium Insurers, Insurance Brokers and Third-Pa Administrators Appalachian Power Compan Significant Utili Provider) ArcelorMittal Flat Carbon Europe and affiliates (Major Competitor, Major Customer, Party to Material Unexpired Leases ArcelorMittal Princeton Ma'or Com etitor ArcelorMittal Sourcin , S.A. Ma'or Customer) AT&T Si nificant Utili Provider AT&T Mobili Si nificant Utili Provider

Australia and New Zealand Bankin Grou Ltd. ANZ) De osito and Disbursement Bank

Banc of America Leasin &Capital (Parties to Material Unexpired Leases with the Debtors)

Bank of America and affiliates (Secured Term Loan Lender, Revolving Facility Lender, De osito and Disbursement Bank, Debtor's Professional, Consultant and Service Provider Bank of America, N.A.(Secured Term Loan Lender, Revolvin Facili Lender Barcla s Bank PLC Secured Term Loan Lender, Revolvin Facili Lender BHP Billiton Ma'or Competitor BlackRock Advisors LLC Ma'or Unsecured Noteholders BlackRock Fund Advisors Ma'or Equi Holders Bloomber BNA Debtors' Professionals, Consultants and Service Providers Bloomber Finance, L.P. Professionals, Consultants and Service Providers Cater illar Financial Services Parties to Material Unex fired Leases with the Debtors Chartis Specialty Insurance Company (Insurers, Insurance Brokers, and Third-Party Administrators Cher Bekaert LLP Professionals, Consultants and Service Providers Cit roup Global Markets Revolvin Facilit Lender)

Clea Gottlieb Steen &Hamilton LLP Professionals, Consultants and Service Providers Commerce and Industry Insurance Company (Insurers, Insurance Brokers, and Third-Party Administrators Cor orate Executive Board Professionals, Consultants and Service Providers CT Corporation System D/B/A CT Lien Solutions (Professionals, Consultants and Service Providers Davis Polk &Wardwell LLP Professionals, Consultants and Service Providers Deloitte Tax LLP Professionals, Consultants and Service Providers Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 220 of 351 Page ID #:720 C~ge x:18~v-Q414~J~IF Doc~urr~en~~~3-7~ FiJe~i~9/~~~~~ gaae ~p~5 ~f 14~ Schedule 1-McKinsey isc osure ec aration, oc et - xhibit ate 2 15'A a atura Resources Omitted Connections from the Interested Parties List

Deutsche Asset Mana ement Investment eselischaft mbH DeAM Ma'or E ui Holder Deutsche Bank (Secured Term Loan Lender, Revolving Facility Lender, Major Equity Holder De osito and Disbursement Bank Dominion Transmission Beneficiaries of Letters of Credit Enel Trade SpA (Major Customer Ernst & Youn Professionals, Consultants and Service Providers GE Fairchild LLC Other Ma'or Suppliers of Goods and Services GE Oil &Gas and affiliates Lender Under A/R Facili General Electric Capital Corporation Lender Under A/R Facili Goldman Sachs Bank USA Revolvin Facili Lender Homer Ci Generation, L.P. Ma'or Customer Houlihan Loke ,Inc. Professionals, Consultants and Service Providers Hunton &Williams LLP (Professionals, Consultants and Service Providers Illinois De artment of Natural Resources Gov-Re ulato A encies Illinois Environmental Protection A enc Gov-Re ulato A encies) Indiana Michi an Power Com an Ma'or Customer J.P. Mor an Securities LLC Ma'or Unsecured Noteholder Jones Da LLP Professionals, Consultants and Service Providers JPMorgan Chase Bank, N.A. and affiliates (Secured Term Loan Lender, Revolving Facility Lender, Deposito and Disbursement Bank Kentucky Power Company (Significant Utility Providers, Other Major Suppliers of Goods and Services Kirkland &Ellis LLP Professionals, Consultants and Service Providers KPMG, LLP Professionals, Consultants and Service Providers Lexington Insurance Company(US) (Insurers, Insurance Brokers, and Third-Party Administrators Mc uire Woods LLP Professionals, Consultants and Service Providers Mood s Investor Service Professionals, Consultants and Service Providers Munich Re Insurers, Insurance Brokers, and Third-Pa Administrators Nalco Co. /Nalco Champion (Ma'or Supplier of Goods and Services National Union Fire Insurance Beneficiaries of Letters of Credit Nelson Brothers LLC Lar est Unsecured Creditors Exculdin Noteholders) Nexans Amercable Inc. Parties to Material Contracts with the Debtors NRG Power Marketin LLC Major Customers of the Debtors) Oaktree Ca ital Mana ement, L.P. Ma'or Unsecured Noteholder Onex Credit Partners, LLC Secured Term Loan Lender Peabod COALTRADE LLC Ma'or Customer Peabod Ener Corp. Parties to Joint Ventures with the Debtors) Peabody Energy, Inc. and affiliates (Major Competitor, Major Customer, Party to Joint Ventures with the Debtors Peabod Holdin Co., Inc. Parties to Joint Ventures with the Debtors Peabod Powder River O erations, LLC Parties to Joint Ventures with the Debtors Pinebrid e Investments LLC Secured Term Loan Lenders Pristine Resources, Inc. (Arcelor Mittal)(Parties to Material Unexpired Leases with the Debtors Protiviti (Professionals, Consultants and Service Providers Public Service Com an of Colorado Ma'or Customers of the Debtors Quinn Emanuel Professionals, Consultants and Service Providers Sankaty Advisors LLC (Secured Term Loan Lender, Major Equity Holder, Second Lien Noteholder Siemens Financial Services Parties to Material Unex fired Leases with the Debtors Siemens Indust Pace Global Professionals, Consultants and Service Providers Standard & Poor's (Consultant and Service Provider, Debtor's Professional Sta les Advanta e Parties to Material Unex fired Leases with the Debtors Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 221 of 351 Page ID #:721 C~ge x:18~y-Q414~JI~IF ~o~~~e~~~~-~ FiJe Schedule 1-McKinsey isc osure ec aration, oc et - xhibit ~~s~~~~~~2g~eA?~~aate p ~atu4al Resources Omitted Connections from the Interested Parties List

State Street Global Advisors SSA Ma'or E ui Holder, Ma'or Unsecured Noteholder Steadfast Insurance Co. Beneficiaries of Letters of Credit Stroock & Stroock & Lavan LLP Professionals, Consultants and Service Providers Sumitomo Mitsui Banking Corporation (Revolving Facility Lender, Depository and Disbursement Bank) Tata Steel Global Procurement Co. Pte., Ltd. Ma'or Customer Teck Resources, Ltd. Ma'or Competitor) Thivent Financial Secured Term Loan Lenders Thomson Reuters Professionals, Consultants and Service Providers Thomson Reuters GRC, Inc. Professionals, Consultants and Service Providers Thomson Tax & Accountin (Professionals, Consultants and Service Providers Towers Watson Professionals, Consultants and Service Providers UBS and affiliates (Major Equity Holder, Revolving Facility Lender, Depository and Disbursement Bank UBS Stamford Branch TRS (Revolvin Facili Lender United States Steel Ma'or Customer Walter Ener , Inc. Ma'or Competitor Wells Far o De osito and Disbursement Banks Wells Far o Bank, N.A.(Revolvin Facili Lenders Willis of New York Professionals, Consultants and Service Providers Zurich Insurance Group (Insurers, Insurance Brokers, and Third-Party Administrators, Material Sureties, Beneficiaries of Letters of Credit Zurich American Insurance Co. Beneficiaries of Letters of Credit Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 222 of 351 Page ID #:722 Case 1:18-cv-04141-JMF Document 73-2 Filed 09/04/18 Page 117 of 146

Schedule 2

McKinsey Disclosure Declaration, Docket 2464 dated 5/19/2016 - Alpha Natural Resources

Omitted Connections from the Interested Parties List Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 223 of 351 Page ID #:723 Schedule~2e IGl~ineyU4sclosu e Decla~rationrn~ocke~2~64 ~aeed~S~1~9~2~~6 P~~~iaNa~u~rallZesources Omitted Connections from the Interested Parties List IP List Name (Cateaorvl Accountemps (Professionals, Consultants and Service Providers) AEP River Operations LLC (Largest Unsecured Creditors (Exculding Noteholders))

AIG Commercial Equipment Finance (Parties to Material Unexpired Leases with the Debtors)

AIG Specialty Insurance Company (Insurers, Insurance Brokers, and Third-Party Administrators) Alvarez & Marsal and affiliates (Professionals, Consultants and Service Providers) American Electric Power (Significant Utility Provider) American Guarantee &Liability (Zurich)(Insurers, Insurance Brokers, and Third-Party Administrators) American Power/Appalachian Power Company (Major Customer) Appalachian Power Company (Significant Utility Provider) AT&T (Significant Utility Provider) AT&T Mobility (Significant Utility Provider) Australia and New Zealand Banking Group Ltd.(ANZ) (Depository and Disbursement Bank) Barclays Bank PLC (Secured Term Loan Lender, Revolving Facility Lender) BHP Billiton (Major Competitor) 81ackRock Advisors LLC (Major Unsecured Noteholders) 81ackRock Fund Advisors (Major Equity Holders) Bloomberg BNA (Debtors' Professionals, Consultants and Service Providers) Bloomberg Finance, L.P. (Professionals, Consultants and Service Providers) Caterpillar Financial Services (Parties to Material Unexpired Leases with the Debtors)

Chartis Specialty Insurance Company (Insurers, Insurance Brokers, and Third-Party Administrators) Cherry Bekaert LLP (Professionals, Consultants and Service Providers) Cleary Gottlieb Steen 8~ Hamilton LLP (Professionals, Consultants and Service Providers) Commerce and Industry Insurance ompany (Insurers, Insurance Brokers, and Third-Party Administrators) Corporate Executive Board (Professionals, Consultants and Service Providers) CT Corporation System D/B/A CT Lien Solutions (Professionals, Consultants and Service Providers) Davis Polk &Wardwell LLP (Professionals, Consultants and Service Providers) Deloitte Tax LLP (Professionals, Consultants and Service Providers) Dominion Transmission (Beneficiaries of Letters of Credit) Enel Trade SpA (Major Customer) Ernst &Young (Professionals, Consultants and Service Providers) GE Fairchild LLC (Other Major Suppliers of Goods and Services) Homer City Generation, L.P.(Major Customer) Houlihan Lokey, Inc. (Professionals, Consultants and Service Providers) Hunton &Williams LLP (Professionals, Consultants and Service Providers) Illinois Department of Natural Resources (Gov-Regulatory Agencies) Illinois Environmental Protection Agency(Gov -Regulatory Agencies) Indiana Michigan Power Company (Major Customer) Jones Day LLP (Professionals, Consultants and Service Providers) Kentucky Power Company (Significant Utility Providers, Other Major Suppliers of Goods and Services) Kirkland &Ellis LLP (Professionals, Consultants and Service Providers) Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 224 of 351 Page ID #:724 Schedule ze NI~CinseyD~sclos~e Decla~rationrnDocke32~64 ~aeed5~~1~~2~~6 PAI~haNa~u~rel~tesources Omitted Connections from the Interested Parties List KPMG, LLP (Professionals, Consultants and Service Providers)

Lexington Insurance Company(US) (Insurers, Insurance Brokers, and Third-Party Administrators) Mcguire Woods LLP (Professionals, Consultants and Service Providers) Moodys Investor Service (Professionals, Consultants and Service Providers) Munich Re (Insurers, Insurance Brokers, and Third-Party Administrators) National Union Fire Insurance (Beneficiaries of Letters of Credit) Nelson Brothers LLC (Largest Unsecured Creditors (Exculding Noteholders)) Nexans Amercable Inc. (Parties to Material Contracts with the Debtors) NRG Power Marketing LLC (Major Customers of the Debtors) Oaktree Capital Management, L.P.(Major Unsecured Noteholder) Pinebridge Investments LLC (Secured Term Loan Lenders)

Pristine Resources, Inc. (Arcelor Mittal)(Parties to Material Unexpired Leases with the Debtors) Protiviti (Professionals, Consultants and Service Providers) Public Service Company of Colorado (Major Customers of the Debtors) Quinn Emanuel (Professionals, Consultants and Service Providers) Siemens Financial Services (Parties to Material Unexpired Leases with the Debtors) Siemens Industry Pace Global (Professionals, Consultants and Service Providers) SSgA Funds Management, Inc.(Major Equity Holder) Staples Advantage (Parties to Material Unexpired Leases with the Debtors) State Street Global Advisors (SSgA)(Major Equity Holder, Major Unsecured Noteholder) Steadfast Insurance Co.(Beneficiaries of Letters of Credit) Stroock & Stroock 8~ Lavan LLP (Professionals, Consultants and Service Providers) Tata Steel Global Procurement Co. Pte., Ltd. (Major Customer) Thivent Financial (Secured Term Loan Lenders) Thomson Reuters (Professionals, Consultants and Service Providers) Thomson Reuters GRC, Inc. (Professionals, Consultants and Service Providers) Thomson Tax &Accounting (Professionals, Consultants and Service Providers) Towers Watson (Professionals, Consultants and Service Providers) United States Steel (Major Customer) Vanguard Group, Inc.(Major Equity Holder) Wells Fargo (Depository and Disbursement Banks) Wells Fargo Bank, N.A.(Revolving Facility Lenders) Willis of New York (Professionals, Consultants and Service Providers) Zurich American Insurance Co.(Beneficiaries of Letters of Credit) Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 225 of 351 Page ID #:725 Case 1:18-cv-04141-JMF Document 73-2 Filed 09/04/18 Page 120 of 146

Schedule 3

McKinsey Disclosure Declaration, Docket 3223 dated 8/5/2016 -Alpha Natural Resources

Omitted Connections from the Interested Parties List Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 226 of 351 Page ID #:726 Sched-ules3 -lVrRinse~Disclos re bec~arationn~,~ocket 3223 daed$%5/61 86 - PAlpf~e Ratural f~esources Omitted Connections from the Interested Parties List IP List Name (Cate~orvl BlackRock Advisors LLC Ma'or Unsecured Noteholders BlackRock Fund Advisors Ma'or E ui Holders Dominion Transmission (Beneficiaries of Letters of Credit Illinois De artment of Natural Resources Gov-Re ulato A encies Illinois Environmental Protection A ency Gov-Re ulato A encies) NRG Power Marketin LLC Ma'or Customers of the Debtors Pinebrid e Investments LLC Secured Term Loan Lenders Public Service Com an of Colorado Ma'or Customers of the Debtors Wells Far o (Deposito and Disbursement Banks) Wells Far o Bank, N.A. Revolvin Facili Lenders Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 227 of 351 Page ID #:727 Case 1:18-cv-04141-JMF Document 73-2 Filed 09/04/18 Page 122 of 146

Schedule 4

McKinsey Disclosure Declaration, Docket 202 - Exhibit B dated 5/5/2016 — SunEdison

Omitted Connections from the Interested Parties List Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 228 of 351 Page ID #:728 Schedu~e ~=1~ITcl~nseyDisclosure De~Qarati~on~Docket 2i~1~e~xT~i6i~~daed ~~f2~~~-3unE~ison Omitted Connections from the Interested Parties List

IP List Name (Cates~orvl AIG Insurance Co (Insurance Providers) AIG Property Casualty Co. as subrogee of John Paul DeJoria (Litigant) AIG Specialty Insurance Co. f/k/a Chartis Specialty Insurance Co.(Litigant) Allianz SE (Convertible Note Holders) Anheuser-Busch Companies, Inc.(Customers) Aon Risk Services Central (Vendor) Banco Popular (Depository Banks) Bank of America Merrill Lynch (US)(Institutional Shareholders > 1%) Barclays Capital(LC Issuers) BlackRock Financial Management (Convertible Note Holders) BlackRock Fund Advisors (Convertible Note Holders) BlackRock Institutional Trust Company, N.A. (Institutional Shareholders > 1%) BlackRock, Inc.(2nd Lien Lenders) BNP Paribas Securities Corp. North America (Institutional Shareholders > 1%) Cerberus (2nd Lien Lenders) Cerberus Institutional Partners (2nd Lien Lenders) Cerberus Institutional Partners VI, L.P.(2nd Lien Lenders) Chartis Specialty Ins. Co.(Insurance Providers) Citibank (Customers, Depository Banks) Citigroup Global Markets Inc.(2nd Lien Lenders) Citigroup Incorporated (Convertible Note Holders) National Union Fire Insurance Co.(Insurance Providers) National Union Fire Insurance Co. Pittsburgh (AIG)(Insurance Providers) Deloitte Touche Tohmatsu (Ordinary Course Professionals)

Deutsche Bank AG (LC Issuers, 2nd Lien Lenders, Depository Banks, Convertible Note Holders) Deutsche Bank Securities Inc. (Institutional Shareholders > 1%) Dignity Health (Customers) Enel S.p.A.(Competitors) Enphase Energy (Vendors) Ernst &Young, LLP (Ordinary Course Professionals) Eversheds LLP.(Ordinary Course Professionals) Gamesa Renewable Private Limited (Vendors) Goldman Sachs &Company, Inc. (Institutional Shareholders > 1%) Goldman Sachs(2nd Lien Lenders) Goldman Sachs Group Inc (Convertible Note Holders) Internal Revenue Service (Government bodies) K Special Opportunity Fund L.P.(2nd Lien Lenders) Kirkland &Ellis, LLP (Ordinary Course Professionals) KPMG, LLP (Ordinary Course Professionals) Lexington Insurance Company (Insurance Providers) Managed Account Advisors LLC (Convertible Note Holders) Morgan Lewis & Bockius LLP (Ordinary Course Professionals) NRG Yield, Inc.(Competitors, Utilities) Oregon Department of Revenue (Taxing Authorities) Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 229 of 351 Page ID #:729 Schedule ~=1VfcK nseyD~sclosure De~clareti~on~Docket 2~~e~xhilii~ F~ 7ated f2Di6-3unEdison Omitted Connections from the Interested Parties List Pacific Gas 8~ Electric (Customers) Paul M. Sullivan (Debtor) Pennsylvania Bureau of Corporation Taxes (Taxing Authorities) PricewaterhouseCoopers LLP (Ordinary Course Professionals) Siemens Energy Inc.(Vendors) kadden, Arps, Slate, Meagher &Flom LLP (Debtors Professionals; rdinary Course Professionals) Southern California Edison (Customers, Vendors, Utilities) State of Oregon, Construction Contractors Board (Government bodies) State Street Global Advisors(US) (Institutional Shareholders > 1 %) Vanguard Group, Inc. (Institutional Shareholders > 1%) U.S. CUSTOMS AND BORDER PROTECTION (Government bodies) UBS Securities LLC (Institutional Shareholders > 1%) UC Berkeley (Customers) Wells Fargo &Company (Convertible Note Holders) Wells Fargo (1st Lien Lenders, Depository Banks, LC Issuers, Convertible Note Holders) Wells Fargo Bank (Convertible Note Holders) Wells Fargo Securities (Convertible Note Holders) Whirlpool of India Ltd (Customers) White Case LLP (1st Lien Professionals, Ordinary Course Professionals, Ad Hoc Group Advisor) Zurich American Insurance (Insurance Providers) Zurich Vida, Compania de Seguros y Reaseguros S.A.(Landlords) Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 230 of 351 Page ID #:730 Case 1:18-cv-04141-JMF Document 73-2 Filed 09/04/18 Page 125 of 146

Schedule 5

McKinsey Disclosure Declaration, Docket 484 dated 6/6/2016 — SunEdison

Omitted Connections from the Interested Parties List Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 231 of 351 Page ID #:731 C~cheduTe85~~VI~KinseyTfisclosu~re Dec~arat~on,Dket ~8~ 9date~6/6~~1T -3unEdison6 Omitted Connections from the Interested Parties List IP List Name (Cates~orvl AIG Insurance Co (Insurance Providers) AIG Property Casualty Co. as subrogee of John Paul DeJoria (Litigant) AIG Specialty Insurance Co. f/k/a Chartis Specialty Insurance Co.(Litigant) Allianz SE (Covertible Note Holders) Aon Risk Services Central (Vendor) Banco Popular (Depository Banks) Bank of America Merrill Lynch (US)(Institutional Shareholders > 1 %) Barclays Capital (LC Issuers) BlackRock Financial Management(Covertible Note Holders) BlackRock Fund Advisors (Covertible Note Holders) BlackRock Institutional Trust Company, N.A. (Institutional Shareholders > 1%) BlackRock, Inc.(2nd Lien Lenders) BNP Paribas Securities Corp. North America (Institutional Shareholders > 1%) Cerberus (2nd Lien Lenders) Cerberus Institutional Partners (2nd Lien Lenders) Cerberus Institutional Partners VI, L.P.(2nd Lien Lenders) Chartis Specialty Ins. Co.(Insurance Providers) Citibank (Depository Banks, Customers) Citigroup Global Markets Inc.(2nd Lien Lenders) Citigroup Incorporated (Covertible Note Holders) Deutsche Bank AG (LC Issuers, 2nd Lien Lenders, Depository Banks, Convertible Note Holders) Deutsche Bank Securities Inc. (Institutional Shareholders > 1%) Enphase Energy(Vendors) Gamesa Renewable Private Limited (Vendors) Goldman Sachs &Company, Inc. (Institutional Shareholders > 1%) Goldman Sachs(2nd Lien Lenders) Goldman Sachs Group Inc (Covertible Note Holders) Internal Revenue Service (Government bodies) K Special Opportunity Fund L.P.(2nd Lien Lenders) Lexington Insurance Company (Insurance Providers) Managed Account Advisors LLC (Covertible Note Holders) National Union Fire Insurance Co.(Insurance Providers) National Union Fire Insurance Co. Pittsburgh (AIG)(Insurance Providers) Oregon Department of Revenue (Taxing Authorities) Paul M. Sullivan (Debtor) Pennsylvania Bureau of Corporation Taxes (Taxing Authorities) Siemens Energy Inc.(Vendors) State of Oregon, Construction Contractors Board (Government bodies) State Street Global Advisors(US) (Institutional Shareholders > 1%) Vanguard Group, Inc. (Institutional Shareholders > 1%) U.S. CUSTOMS AND BORDER PROTECTION (Government bodies) UBS Securities LLC (Institutional Shareholders > 1%) UC Berkeley(Customers)

Wells Fargo &Company (1st Lien Lenders, Depository Banks, LC Issuers, Convertible Note Holders) Wells Fargo Bank (Convertible Note Holders) Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 232 of 351 Page ID #:732 C~cheduTe85~~~Kinsey~~isclosuDre Declaration,Do ket ~8~ 9~ae~~/6~OY6 -3unEdison6 Omitted Connections from the Interested Parties List Wells Fargo Securities (Convertible Note Holders) Zurich American Insurance (Insurance Providers) Zurich Vida, Compania de Seguros y Reaseguros S.A.(Landlords) Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 233 of 351 Page ID #:733 Case 1:18-cv-04141-JMF Document 73-2 Filed 09/04/18 Page 128 of 146

Schedule 6

McKinsey Disclosure Declaration, Docket 586 dated 6/14/2016 — SunEdison

Omitted Connections from the Interested Parties List Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 234 of 351 Page ID #:734 C~s~e ~~~8-c -0~~.41-~MF Do~ument.73~ ~File~c~~Q~/04~~~ ~ aQ 129 Qf 146 c e u e 6 -~c insey isclosure eclaration, oc et ate 14 2~r6 -3unEdison Omitted Connections from the Interested Parties List IP List Name fCateanrvl AIG Insurance Co Insurance Providers) AIG Pro e Casualt Co. as subro ee of John Paul DeJoria Liti ant AIG S ecial Insurance Co. f/k/a Chartis Special Insurance Co. Liti ant Allianz SE Covertible Note Holders Aon Risk Services Central (Vendor) Banco Po ular De osito Banks Bank of America Merrill L ch (US Institutional Shareholders > 1%) Barcla s Ca ital LC Issuers BlackRock Financial Mana ement Covertible Note Holders BlackRock Fund Advisors Covertible Note Holders BlackRock Institutional Trust Compan , N.A. Institutional Shareholders > 1 BlackRock, Inc. 2nd Lien Lenders BNP Paribas Securities Corp. North America (Institutional Shareholders > 1%) Cerberus 2nd Lien Lenders Cerberus Institutional Partners 2nd Lien Lenders Cerberus Institutional Partners VI, L.P.(2nd Lien Lenders Chartis S ecial Ins. Co. Insurance Providers Citibank De osito Banks, Customers Citi rou Global Markets Inc. 2nd Lien Lenders Citi roup Incorporated (Covertible Note Holders) Deutsche Bank AG LC Issuers, 2nd Lien Lenders, De osito Banks, Convertible Note Holders Deutsche Bank Securities Inc. (Institutional Shareholders > 1%) En hase Ener Vendors Gamesa Renewable Private Limited Vendors Goldman Sachs & Com an , Inc. Institutional Shareholders > 1% Goldman Sachs 2nd Lien Lenders Goldman Sachs Grou Inc Covertible Note Holders Internal Revenue Service Government bodies) K S ecial O ortuni Fund L.P. 2nd Lien Lenders Lexin ton Insurance Compan Insurance Providers Mana ed Account Advisors LLC Covertible Note Holders National Union Fire Insurance Co. Insurance Providers National Union Fire Insurance Co. Pittsbur h AIG Insurance Providers) Ore on De artment of Revenue Taxin Authorities Paul M. Sullivan Debtor Penns vania Bureau of Cor oration Taxes Taxin Authorities Siemens Ener Inc. Vendors State of Ore on, Construction Contractors Board Government bodies State Street Global Advisors US Institutional Shareholders > 1 Van uard Grou ,Inc. Institutional Shareholders > 1% U.S. CUSTOMS AND BORDER PROTECTION Government bodies UBS Securities LLC Institutional Shareholders > 1% UC Berkeley(Customers) Wells Far o & Com an 1st Lien Lenders, De osito Banks, LC Issuers, Convertible Note Holders Wells Far o Bank Convertible Note Holders) Wells Far o Securities Convertible Note Holders Zurich American Insurance Insurance Providers Zurich Vida, Com ania de Se uros Rease uros S.A. Landlords Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 235 of 351 Page ID #:735 Case 1:18-cv-04141-JMF Document 73-2 Filed 09/04/18 Page 130 of 146

Schedule 7

McKinsey Disclosure Declaration, Docket 1958 dated 12/21/2016 — SunEdison

Omitted Connections from the Interested Parties List Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 236 of 351 Page ID #:736 ~c~ieduTe~ McKinsey~~sc~osur~e ~ecraation ~ocket~~i~8 da{ed32/2i~ifi-3 ~un~~son Omitted Connections from the Interested Parties List IP List Name ICateaervl AIG Insurance Co Insurance Providers) AIG Prope Casualt Co. as subro ee of John Paul DeJoria Liti ant AIG Specialt Insurance Co. f/k/a Chartis Special Insurance Co. Liti ant Allianz SE Covertible Note Holders Aon Risk Services Central Vendor) Banco Po ular De osito Banks Bank of America Merrill L ch US)(Institutional Shareholders > 1% Barcla Bank PLC Uniform Commercial Code List Barcla s Capital LC Issuers) BlackRock Financial Mana ement Covertible Note Holders BlackRock Fund Advisors (Covertible Note Holders BlackRock Institutional Trust Com an , N.A. Institutional Shareholders > 1 BlackRock, Inc. 2nd Lien Lenders) Cerberus 2nd Lien Lenders Cerberus Institutional Partners 2nd Lien Lenders Cerberus Institutional Partners VI, L.P. 2nd Lien Lenders Chartis Special Ins. Co. Insurance Providers Citibank Deposito Banks, Customers Citi rou Global Markets Inc. 2nd Lien Lenders Citi roup Incorporated (Covertible Note Holders Davis Polk 8~ Wardwell LLP 2002 List

Deutsche Bank AG LC Issuers, 2nd Lien Lenders, De osito Banks, Convertible Note Holders Deutsche Bank AG New York Branch Uniform Commercial Code List Deutsche Bank AG, London Branch Uniform Commercial Code List Deutsche Bank Luxembour S.A. Uniform Commercial Code List Deutsche Bank Securities Inc. Institutional Shareholders > 1% Deutsche Bank Trust Compan Americas (Uniform Commercial Code List En hase Ener Vendors Gamesa Renewable Private Limited Vendors Goldman Sachs & Com an , Inc. Institutional Shareholders > 1 Goldman Sachs 2nd Lien Lenders) Goldman Sachs Bank USA Uniform Commercial Code List Goldman Sachs Grou Inc Covertible Note Holders Internal Revenue Service Government bodies Jones Da 2002 List K Special Opportunit Fund L.P. 2nd Lien Lenders Lexin ton Insurance Com an Insurance Providers Lon road Ener Partners LLC / BlackRock Infrastructure Bidder) LOTTE Fine Chemical Co., Ltd. 2002 List Mana ed Account Advisors LLC Covertible Note Holders) Mood s Investors Service, Inc. 2002 List National Union Fire Insurance Co. Insurance Providers) National Union Fire Insurance Co. Pittsbur h AIG Insurance Providers Ore on De artment of Revenue Taxin Authorities Penns Ivania Bureau of Cor oration Taxes Taxin Authorities Siemens Cor . Bidder, Vendors Siemens Ener Inc. Vendors State of Ore on, Construction Contractors Board Government bodies State Street Global Advisors US Institutional Shareholders > 1 Van uard Grou , Inc. Institutional Shareholders > 1% U.S. CUSTOMS AND BORDER PROTECTION Government bodies UBS Securities LLC Institutional Shareholders > 1% United States Attorne s Office Government bodies Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 237 of 351 Page ID #:737 ScFieduTe~'"- McKinsey~biscfosur~e Dec~aation - Docket~ll~Sda~ed3~/21~1~3~unE~son Omitted Connections from the Interested Parties list Zurich American Insurance Insurance Providers Zurich Vida, Com ania de Se uros Rease uros S.A. Landlords Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 238 of 351 Page ID #:738 Case 1:18-cv-04141-JMF Document 73-2 Filed 09/04/18 Page 133 of 146

Schedule 8

McKinsey Disclosure Declaration, Docket 2614 dated 3/20/2017 — SunEdison

Omitted Connections from the Interested Parties List Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 239 of 351 Page ID #:739 C~~e~'1~c~-C~414Y ~M~ Do~ur~nent 73-2 Fil~~l $9~04/d138~ ~~pe 1 4 c e ule c rose isc osure ec aration Docket 1 ate 20 2017 - ~un~~isons Omitted Connections from the Interested Parties List IP List Name ICateaervl AIG Insurance Co Insurance Providers AIG Pro e Casualt Co. as subro ee of John Paul DeJoria Liti ant AIG Specialt Insurance Co. f/k/a Chartis Special Insurance Co. Liti ant Allianz SE Covertible Note Holders Aon Risk Services Central (Vendor) Banco Po ular De osito Banks Bank of America Merrill L ch US Institutional Shareholders > 1%) Barcla Bank PLC Uniform Commercial Code List Barcla s Ca ital LC Issuers BlackRock Financial Mana ement Covertible Note Holders BlackRock Fund Advisors Covertible Note Holders) BlackRock Institutional Trust Com an , N.A. Institutional Shareholders > 1 BlackRock, Inc. 2nd Lien Lenders Cerberus 2nd Lien Lenders Cerberus Institutional Partners 2nd Lien Lenders Cerberus Institutional Partners VI, L.P.(2nd Lien Lenders) Chartis Specialt Ins. Co. Insurance Providers Citibank Deposito Banks, Customers Citi rou Global Markets Inc. 2nd Lien Lenders Citi roup Incor orated (Covertible Note Holders Davis Polk 8~ Wardwell LLP 2002 List Deutsche Bank AG New York Branch Uniform Commercial Code List) Deutsche Bank AG, London Branch Uniform Commercial Code List Deutsche Bank Luxembour S.A.(Uniform Commercial Code List) Deutsche Bank Securities Inc. Institutional Shareholders > 1% Deutsche Bank Trust Compan Americas Uniform Commercial Code List Deutsche Bank AG (LC Issuers, 2nd Lien Lenders, Depository Banks, Convertible Note Holders En hase Ener Vendors Gamesa Renewable Private Limited Vendors Goldman Sachs & Com an , Inc. Institutional Shareholders > 1 Goldman Sachs 2nd Lien Lenders Goldman Sachs Bank USA Uniform Commercial Code List Goldman Sachs Grou Inc Covertible Note Holders Internal Revenue Service Government bodies Jones Da 2002 List K Special Opportunit Fund L.P.(2nd Lien Lenders) Lexin ton Insurance Com an Insurance Providers Lon road Ener Partners LLC / BlackRock Infrastructure Bidder LOTTE Fine Chemical Co., Ltd. 2002 List Mana ed Account Advisors LLC Covertible Note Holders) Mood s Investors Service, Inc. 2002 List National Union Fire Insurance Co. Insurance Providers National Union Fire Insurance Co. Pittsbur h AIG Insurance Providers Ore on De artment of Revenue Taxin Authorities Penns Ivania Bureau of Cor oration Taxes Taxin Authorities Siemens Cor . Bidder, Vendors Siemens Ener Inc. Vendors State of Ore on, Construction Contractors Board Government bodies State Street Global Advisors US Institutional Shareholders > 1 Van uard Grou , Inc. Institutional Shareholders > 1% U.S. CUSTOMS AND BORDER PROTECTION Government bodies UBS Securities LLC Institutional Shareholders > 1 United States Attorne s Office Government bodies Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 240 of 351 Page ID #:740 C~~e~'1~-c~-04141~MF Do~ument 73-2 Fil~~1 ~9~04/d]~8~ P~p 1 5 ~~ 146 c e ule c insey isc osure ec aration, Docket 1 ate 20/Z~1~ - ~un ison Omitted Connections from the Interested Parties List Zurich American Insurance Insurance Providers Zurich Vida, Com ania de Se uros Rease uros S.A. Landlords Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 241 of 351 Page ID #:741 Case 1:18-cv-04141-JMF Document 73-2 Filed 09/04/18 Page 136 of 146

Schedule 9

McKinsey Disclosure Declaration, Docket 123-2 dated 6/23/2017 — GenOn

Omitted Connections from the Interested Parties List Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 242 of 351 Page ID #:742 C~s~ 1~~8~v~~141-J~tIF Doc~rr~ent.73-~ Filed ~~(~4/1~ P qg~37 of~46 c edu e - c inset' isclosure ec aration, ocket 2 - ate 6/2~Z01 -Gen n Omitted Connections from the Interested Parties List IP List Name (Cates~orv) American International Reinsurance Co Ltd (AIG)(Insurers) Anthony M Star (Director of Illinois Power Agency)(Litigation Parties) Aon Risk Services Central (Vendor) Aspen American Insurance Company (Contractual Counterparties, Surety Bonds) Aspen Specialty Insurance Company (Insurers) Baltimore Gas &Electric Company (Contractual Counterparties) Bank of America NA (Noteholders, Contractual Counterparties) Bank of America Securities LLC (Contractual Counterparties) Blackrock (Banks and Indenture Trustees) BLACKROCK FUND ADVISORS (Noteholders) Brock Services LLC ((Largest Unsecured Creditors Contractual Counterparties) Calpine Energy Services, L.P.(Contractual Counterparties) Chase Securities Inc. (Contractual Counterparties) Clean Harbors Environmental Service (Contractual Counterparties) CoalSales LLC (Contractual Counterparties) CoalSales, Inc. (Contractual Counterparties) CoalTrade LLC (Contractual Counterparties) Columbia Gas of Ohio Inc. (Contractual Counterparties. Shippers) Columbia Gas of Pennsylvania (Shippers) Columbia Gas Transmission Company LLC (Letters of Credit Beneficiaries) Columbia Gas Transmission Corporation (Contractual Counterparties) Commonwealth of Pennsylvania (Contractual Counterparties) Commonwealth Edison Company (Contractual Counterparties) Deloitte & Touche LLP (Contractual Counterparties) D MINION COVE POINT LNG LP( ontractual Counterparties, Shippers, Letters of Credit Beneficiaries) DOMINION ENERGY GENERATION MARKETING INC (Contractual Counterparties) Dominion Energy Marketing, Inc. (Contractual Counterparties)

Dominion Transmission, Inc. (Letters of Credit Beneficiaries, Contractual Counterparties) Duke Energy (Utilities) Duke Energy Field Services LP (Contractual Counterparties) Exelon Corporation (Contractual,Counterparties) Exelon eneration ompany LLC (flca Constellation Energy Commodities Group Inc.) (Contractual Counterparties, Joint Venture Parties, Litigation Parties, Professionals, Significant Vendors, Significant Customers) Four Brothers Capital, LLC(NRG Affiliates) Four Brothers Holdings, LLC(NRG Affiliates) Four Brothers Portfolio, LLC(NRG Affiliates) Four Brothers Solar, LLC(NRG A~liates) Global High Yield Bond Portfolio (Noteholders) Goldman Sachs & Co.(Contractual Counterparties, Professionals, Banks and Indenture Trustees) Goldman Sachs Bank USA (Contractual Counterparties) Goldman Sachs Credit Partners, LP (Contractual Counterparties) Granite II Holding, LLC(NRG Affiliates) Granite Mountain Capital, LLC(NRG Affiliates) Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 243 of 351 Page ID #:743 C~s~ 1~7~8-cv~~41-J~IF Doc~rr~ent .73-~ File ~9~~4l1~ p ae ~3~ of~.46 c edu e 9 - c insey isclosure ec aration, ocket 2 - ate 6/2~Z01 - en n Omitted Connections from the Interested Parties List Granite Mountain Holdings, LLC(NRG Affiliates) Granite Mountain Renewables, LLC(NRG Affiliates) Granite Mountain Solar East, LLC(NRG Affiliates) Granite Mountain Solar West, LLC(NRG Affiliates) Granite Power Partners II, L.P.(NRG Affiliates) Illinois Commerce Commission (Gov. -Regulatory Agencies) Illinois Department of Revenue (Significant Vendors, Taxing Authorities) Illinois Environmental Protection (Gov. -Regulatory Agencies) Intesa San Paolo, formerly known as Banca (Litigation Parties) Iron Springs Capital, LLC(NRG Affiliates) Iron Springs Holdings, LLC(NRG A~liates) Iron Springs, LLC (NRG Affiliates) Iron Springs, Renewables, LLC (NRG Affiliates) iShares $High Yield Corporate Bond UCITS ETF (Noteholders) iShares 0-5 Year High Yield Corporate Bond ETF (Noteholders) iShares Core 1-5 Year USD Bond ETF (Noteholders) iShares Core Total USD Bond Market ETF (Noteholders) iShares Global High Yield Corp Bond CHF Hedged UCITS ETF (Noteholders) iShares Global High Yield Corp Bond GBP Hedged UCITS ETF (Noteholders) iShares Global High Yield Corp Bond UCITS ETF (Noteholders) iShares Global High Yield Corporate Bond ETF (Noteholders) iShares iBoxx $High Yield Corporate Bond ETF (Noteholders) iShares iBoxx $High Yield ex Oil 8~ Gas (Noteholders) iShares U.S. High Yield Bond Index ETF (Noteholders) iShares USD Short Duration High Yield (Noteholders) J.P. Morgan Investment Management Inc. (Noteholders) J.P. Morgan Ventures Energy Corporation (Contractual Counterparties) JP Morgan Chase & Co.((Noteholders, Professionals, Contractual Counterparties))

JPMorgan Chase Bank N.A.(Contractual Counterparties, Banks and Indenture Trustees) JPMorgan Chase Facility (Banks and Indenture Trustees) Louisiana Public Service Commission (Gov. -Regulatory Agencies) Merrill Lynch, Pierce, Fenner &Smith Inc. (Noteholders) National Union Fire Insurance Company Pittsburgh, PA (AIG)(Insurers) New Cingular Wireless PCS LLC dba AT&T Mobility Successor to ATB~T Wireless PCS of Cleveland LLC (Contractual Counterparties) Nextel (Utility) NRG Granite Acquisition LLC(NRG Affiliates) OREGON PUBLIC UTILITY COMMISSION (Gov. -Regulatory Agencies) Pacific Gas &Electric Company (Shippers, Utilities)

Peabody CoalSales Company (Contractual Counterparties, Significant Vendors, Shippers) Peabody CoalSales LLC.(Contractual Counterparties) Peabody Coaltrade LLC (Contractual Counterparties) PEABODY ENERGY CORPORATION INC (Schedule Parties) Peco Energy Company (Contractual Counterparties) Pepco Phi Company (Contractual Counterparties) Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 244 of 351 Page ID #:744 46 C Schedu~le9~~Nfc~nseyDisclos~ure~~eclarati~on,Dokee~3~dated6/2~Z017 3~en6n Omitted Connections from the Interested Parties List PWC (Professionals) Repsol Energy North American Corporation (Contractual Counterparties) Royal Bank of Scotland (Litigation Parties) Royal Bank of Scotland Group, P.L.C. (Litigation Parties) RWE Supply &Trading GMBH (Contractual Counterparties) Shell Energy North America (US) LP(FKA Coral Energy Holding (Contractual Counterparties) Shell Energy North America (US) LP (Significant Customers) Shell Oil Company (Contractual Counterparties) Shell Oil Company (Landlords) Sherina Maye Edwards (Commissioner of the Illinois Commerce Commission)(Litigation Parties) Skadden, Arps, Slate, Meagher 8~ Flom LLP (Contractual Counterparties) Strategic Value Master Fund Ltd (Noteholders) Strategic Value Opportunities Fund LP (Noteholders) Strategic Value Special Situations Master Fund III LP (Noteholders) Strategic Value Special Situations Master Fund IV LP (Noteholders) Suez Water New York (Significant Vendors) Union Pacific Railroad Company( hippers, Signs scant Vendors, Contractual ounterparties, (Largest Unsecured Creditors, Notice Of Appearance Parties)) Vanguard Group (Noteholders) Washington Metropolitan Area Transit Authority (Contractual Counterparties) ZENON ENVIRONMENTAL CORP (Largest Unsecured Creditors, Professionals) Zurich American Insurance Company (Insurers) Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 245 of 351 Page ID Case 1:18-cv-04141-JMF Document #:745 73-2 Filed 09/04/18 Page 140 of 146

Schedule 10

McKinsey Disclosure Declaration, Docket 221-1 dated 7/13/2017 — GenOn

Omitted Connections from the Interested Parties List Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 246 of 351 Page ID #:746 C~cheduTe81~~ M4~nsey nisclos~u~e~ec~anet7on,~ocke~f~2~1 91~date~ 7~3~2~1741GenQn6 Omitted Connections from the Interested Parties List IP List Name (Cates~orv) American International Reinsurance Co Ltd (AIG)(Insurers) Anthony M Star (Director of Illinois Power Agency)(Litigation Parties) Aspen American Insurance Company (Contractual Counterparties, Surety Bonds) Aspen Specialty Insurance Company (Insurers) Baltimore Gas &Electric Company (Contractual Counterparties) Bank of America NA (Noteholders, Contractual Counterparties) Bank of America Securities LLC (Contractual Counterparties) Blackrock (Banks and Indenture Trustees) BLACKROCK FUND ADVISORS (Noteholders) Brock Services LLC (Contractual Counterparties, Largest Unsecured Creditors) Clean Harbors Environmental Service (Contractual Counterparties) Columbia Gas of Ohio Inc. (Contractual Counterparties, Shippers) Columbia Gas of Pennsylvania (Shippers) Columbia Gas Transmission Company LLC (Letters of Credit Beneficiaries) Columbia Gas Transmission Corporation (Contractual Counterparties) Commonwealth Edison Company (Contractual Counterparties) Deloitte 8~ Touche LLP (Contractual Counterparties) DOMINION COVE POINT LNG LP (Contractual Counterparties, Shippers, Letters of Credit Beneficiaries) DOMINION ENERGY GENERATION MARKETING INC (Contractual Counterparties) Dominion Energy Marketing, Inc. (Contractual Counterparties) Dominion Transmission, Inc. (Letters of Credit Beneficiaries, Contractual Counterparties) Exelon Corporation (Contractual Counterparties) Exelon Generation Company LLC (fka Constellation Energy Commodities Group Inc.) (Contractual Counterparties, Joint Venture Parties, Litigation Parties, Professionals, Significant Vendors, Significant Customers) Global High Yield Bond Portfolio (Noteholders) Illinois Commerce Commission (Gov. -Regulatory Agencies) Illinois Department of Revenue (Significant Vendors, Taxing Authorities) Illinois Environmental Protection (Gov. -Regulatory Agencies) Intesa San Paolo, formerly known as Banca (Litigation Parties) iShares $High Yield Corporate Bond UCITS ETF (Noteholders) iShares 0-5 Year High Yield Corporate Bond ETF (Noteholders) iShares Core 1-5 Year USD Bond ETF (Noteholders) iShares Core Total USD Bond Market ETF (Noteholders) iShares Global High Yield Corp Bond CHF Hedged UCITS ETF (Noteholders) iShares Global High Yield Corp Bond GBP Hedged UCITS ETF (Noteholders) iShares Global High Yield Corp Bond UCITS ETF (Noteholders) iShares Global High Yield Corporate Bond ETF (Noteholders) iShares iBoxx $High Yield Corporate Bond ETF (Noteholders) iShares iBoxx $High Yield ex Oil 8~ Gas (Noteholders) iShares U.S. High Yield Bond Index ETF (Noteholders) iShares USD Short Duration High Yield (Noteholders) Merrill Lynch, Pierce, Fenner &Smith Inc.(Noteholders) National Union Fire Insurance Company Pittsburgh, PA (AIG)(Insurers) OREGON PUBLIC UTILITY COMMISSION (Gov. -Regulatory Agencies) Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 247 of 351 Page ID #:747 C~cheduTe81~~ M4~nsey 17isclos~u~e~ec~a~at7on, -bockee~~l9~~dated 7~3~1~T742Gen~n6 Omitted Connections from the Interested Parties List Peco Energy Company (Contractual Counterparties) Royal Bank of Scotland (Litigation Parties) Royal Bank of Scotland Group, P.L.C. (Litigation Parties) Shell Energy North America U )LP (FKA oral Energy Holding( igni scant ustomers, Contractual Counterparties) Shell Oil Company (Landlords, Contractual Counterparties)

Sherina Maye Edwards (Commissioner of the Illinois Commerce Commission)(Litigation Parties) Suez Water New York (Significant Vendors) Union Pacific Railroad Company (Shippers, Signs scant Vendors, Contractual Counterparties, (Largest Unsecured Creditors, Notice Of Appearance Parties)) ZENON ENVIRONMENTAL CORP (Largest Unsecured Creditors, Professionals) Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 248 of 351 Page ID Case 1:18-cv-04141-JMF Document #:748 73-2 Filed 09/04/18 Page 143 of 146

Schedule 11

McKinsey Disclosure Declaration, Docket 771 dated 9/15/2017 — GenOn

Omitted Connections from the Interested Parties List Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 249 of 351 Page ID #:749 Ca~e~1~1~8-~~r_~~41-JIv~F Docu~ne~t 7~-2 Fi~ed~~/~4/1d8 p~ ~4~ of 146 c edu e c insey isclosure ec aration, Doc et ate 9/i5 1 - enOn Omitted Connections from the Interested Parties List IP L1st Name (Cates~orv) As n American Insurance Compan Contractual Counter arties, Sure Bonds As en S ecial Insurance Com an Insurers Baltimore Gas 8~ Electric Com an Contractual Counterparties Bank of America NA Noteholders, Contractual Counter arties Bank of America Securities LLC Contractual Counterparties) Blackrock Banks and Indenture Trustees BLACKROCK FUND ADVISORS (Noteholders Brock Services LLC Contractual Counter arties, Lar est Unsecured Creditors Clean Harbors Environmental Service (Contractual Counterparties Columbia Gas of Ohio Inc. Contractual Counter arties, Shi ers Columbia Gas of Penns Ivania (Shi pers Columbia Gas Transmission Compan LLC Letters of Credit Beneficiaries Columbia Gas Transmission Corporation (Contractual Counterparties Commonwealth Edison Com an Contractual Counter arties DOMINION COVE POINT LNG LP (Contractual Counterparties, Shippers, Letters of Credit Beneficiaries DOMINION ENERGY GENERATION MARKETING INC Contractual Counte arties Dominion Ener Marketin ,Inc. Contractual Counter arties

Dominion Transmission, Inc. Letters of Credit Beneficiaries, Contractual Counter arties Exelon Cor oration Contractual Counter arties Exelon Generation Company LLC (flca Constellation Energy Commodities Group Inc.)(Contractual Counterparties, Joint Venture Parties, Litigation Parties, Professionals, Significant Vendors, Si nificant Customers Global Hi h Yield Bond Portfolio Noteholders Intesa San Paolo, former) known as Banca Liti ation Parties iShares $ Hi h Yield Cor orate Bond UCITS ETF Noteholders iShares 0-5 Year Hi h Yield Corporate Bond ETF (Noteholders iShares Core 1-5 Year USD Bond ETF Noteholders iShares Core Total USD Bond Market ETF (Noteholders iShares Global Hi h Yield Cor Bond CHF Hed ed UCITS ETF Noteholders iShares Global Hi h Yield Corp Bond GBP Hed ed UCITS ETF (Noteholders) iShares Global Hi h Yield Co Bond UCITS ETF Noteholders iShares Global Hi h Yield Corporate Bond ETF Noteholders iShares iBoxx $ Hi h Yield Corporate Bond ETF Noteholders iShares iBoxx $ Hi h Yield ex Oil &Gas Noteholders iShares U.S. Hi h Yield Bond Index ETF Noteholders iShares USD Short Duration Hi h Yield Noteholders Merrill L nch, Pierce, Fenner &Smith Inc. Noteholders OREGON PUBLIC UTILITY COMMISSION Gov. - Re ulato A encies Peco Ener Compan Contractual Counter arties Ro al Bank of Scotland Liti ation Parties Rb al Bank of Scotland Group, P.L.C. Liti ation Parties Suez Treatment Solutions Inc. Schedule Parties Suez Water New York Si nificant Vendors Union Pacific Railroad Company (Shippers, Significant Vendors, Contractual Counterparties, Lar est Unsecured Creditors, Notice Of Appearance Parties ZENON ENVIRONMENTAL CORP Lar est Unsecured Creditors, Professionals Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 250 of 351 Page ID #:750 Case 1:18-cv-04141-JMF Document 73-2 Filed 09/04/18 Page 145 of 146

Schedule 12

McKinsey Disclosure Declaration, Docket 1429 dated 2/7/2018 - GenOn

Omitted Connections from the Interested Parties List Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 251 of 351 Page ID Ca #:751 46 ~c~Fiedul-e ~~-1vIc7C4ns y-Dlsclo~s~reu~ec~a~aton Doc~kedl~~9~d4eted 2~~1S4~enOn Omitted Connections from the Interested Parties List IP List Name ICateaorv) As en American Insurance Compan Contractual Counter arties, Sure Bonds As en Special Insurance Com an Insurers Blackrock Banks and Indenture Trustees BLACKROCK FUND ADVISORS Noteholders DOMINION COVE POINT LNG LP (Contractual Counterparties, Shippers, Letters of Credit Beneficiaries DOMINION ENERGY GENERATION MARKETING INC Contractual Counte arties Dominion Ener Marketin , Inc. Contractual Counter arties Dominion Transmission, Inc. Letters of Credit Beneficiaries, Contractual Counterparties Global Hi h Yield Bond Portfolio Noteholders Intesa San Paolo, formerly known as Banca Liti ation Parties iShares $ Hi h Yield Cor orate Bond UCITS ETF Noteholders iShares 0-5 Year Hi h Yield Corporate Bond ETF Noteholders iShares Core 1-5 Year USD Bond ETF Noteholders iShares Core Total USD Bond Market ETF Noteholders iShares Global Hi h Yield Corp Bond CHF Hed ed UCITS ETF Noteholders iShares Global Hi h Yield Cor Bond GBP Hed ed UCITS ETF Noteholders iShares Global Hi h Yield Co Bond UCITS ETF' Noteholders iShares Global Hi h Yield Cor orate Bond ETF Noteholders iShares iBoxx $ Hi h Yield Corporate Bond ETF Noteholders) iShares iBoxx $ Hi h Yield ex Oil &Gas Noteholders iShares U.S. Hi h Yield Bond Index ETF Noteholders iShares USD Short Duration Hi h Yield Noteholders OREGON PUBLIC UTILITY COMMISSION Gov. - Re ulato A encies Ro al Bank of Scotland Liti ation Parties Ro al Bank of Scotland Group, P.L.C. (Liti ation Parties ZENON ENVIRONMENTAL CORP Lar est Unsecured Creditors Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 252 of 351 Page ID #:752 Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 253 of 351 Page ID #:753

1

2

3

~!

5

6

7

8 TRANSCRIPT

9 AUDIO-RECORDED MEETING

10 August 16, 2018

11 San Diego, California

12

13

14

15

16

17

18

19

20

21

22

23

24

25

Echo Reporting,Inc. Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 254 of 351 Page ID #:754

21

1 (Audio begins.)

2 MS. PLASKON: Hi, how are you.

3 MR. HENNIGAN: Good. I think he's on a phone

4 call.

5 MS. PLASKON: Okay.

6 MR. HENNIGAN: Doug was in there.

7 MS. PLASKON: What's that?

8 MR. HENNIGAN: Doug was in there.

9 MS. PLASKON: Oh, okay. Got it. No worries. All

10 right. How are you doing.

11 MR. HENNIGAN: I'm hanging in there. There's sort

12 of a lot to go over in the release that I'm -- I'm not an

13 employment attorney.

14 MS. PLASKON: Sure.

15 MR. HENNIGAN: So knowing, at least in bankruptcy

16 there are a lot of terms of art that could apply, I don't

17 really know what is baked into this cake.

18 So I don't think I'm prepared to sign it right

19 now.

20 MS. PLASKON: Okay.

21 MR. HENNIGAN: But I did want to -- do you want to

22 wait until Luc gets here, or is it okay if I --

23 MS. PLASKON: Well, maybe you can start telling

24 me, you know, what you think --

25 MR. HENNIGAN: Okay.

Echo Reporting, Inc. Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 255 of 351 Page ID #:755

31

1 MS. PLASKON: -- because for that document, any

2 questions or comments or anything that you want to talk to

3 us about, you probably need to talk to Cheryl Saban --

4 MR. HENNIGAN: Okay.

5 MS. PLASKON: -- who is the person who will

6 handle --

7 MR. HENNIGAN: Oh, okay.

8 MS. PLASKON: -- any changes to that document.

9 I But I don't want you to -- you know, if there are big

10 ( picture things in terms of timing and work --

11 MR. HENNIGAN: Yeah.

12 MS. PLASKON: -- you know, those are probably

13 better addressed to me and Luc.

[!~ MR. HENNIGAN: Okay. Well, let's -- I guess we

15 can start and then we can clue Luc in once he gets in?

16 MS. PLASKON: Yeah. I don't know -- do you have

17 questions on the document itself in terms of the release

18 and ...

19 MR. HENNIGAN: Well, big picture, as far as the

20 timing is concerned, because we, as far as I understood,

21 generally agreed to November 15th --

22 MS. PLASKON: Right.

23 MR. HENNIGAN: -- unless I was to accept an offer

24 beforehand and then see -- do you have the copy?

25 MS. PLASKON: I kind of know it.

Echo Reporting, Inc. Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 256 of 351 Page ID #:756

4 1

1 MR. HENNIGAN: Okay. It says the date you resign,

2 and the first paragraph says "resignation," so I'm not

3 sure -- and since the last day will be August 22nd.

4 MS. PLASKON: That's your last day in the office.

5 MR. HENNIGAN: Right. So what's the day of

6 resignation?

7 MS. PLASKON: Well, I think that you're --

8 technically you're still going to be on the website.

9 MR. HENNIGAN: Right.

10 MS. PLASKON: And you're still going to be getting

11 paid through that date.

12 MR. HENNIGAN: Right. So this is not a

13 resignation? Do you understand my -- like --

14 MS. PLASKON: Yeah, no, it is. I mean it's a --

15 what we're doing is we're agreeing to pay you through

16 November so that you have time to find something.

17 MR. HENNIGAN: Right.

18 MS. PLASKON: But you still need to work. I mean

19 you don't need to come and do the work with us.

20 MR. HENNIGAN: Right. And I feel like both of

21 those are covered by A and B. So I'm confused what --

22 MS. PLASKON: Right. Yeah, so maybe you should do

23 is talk to Cheryl about --

24 MR. HENNIGAN: Okay.

25 MS. PLASKON: -- about questions you have on

Echo Reporting,Inc. Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 257 of 351 Page ID #:757

51

1 those -- you know, that day, that part.

2 MR. HENNIGAN: Right. I mean to be completely

3 honest, I did not know we were discussing a resignation.

4 MS. PLASKON: Right.

5 MR. HENNIGAN: We kept on using the word

6 "transition" and I --

7 MS. PLASKON: Right.

8 MR. HENNIGAN: Leslie, I want to play ball. I

9 don't want to make waves.

10 MS. PLASKON: Sure.

11 MR. HENNIGAN: But like I need to protect myself.

12 MS. PLASKON: Right.

13 MR. HENNIGAN: So I -- like that's going to have

14 to be resolved by Cheryl. Like what if I don't get a

15 cooperative response?

16 MS. PLASKON: Yeah, I'm not sure what you want to

17 change it to though. I mean you're not going to be -- I

18 mean you're still going to be -- you're still going to be

19 getting paid through November.

20 MR. HENNIGAN: Right.

21 MS. PLASKON: So --

22 MR. HENNIGAN: Well, but the thing is, this

23 also -- you can accelerate the separation date for any

24 reason.

25 MS. PLASKON: Okay. So you should talk to her

Echo Reporting, Inc. Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 258 of 351 Page ID #:758

~i

about -- I mean it's not -- I have not -- I've read it but I

2 thought it all worked well.

3 MR. HENNIGAN: Right.

4 MS. PLASKON: So you should definitely talk to her

5 about it. I mean there's not -- there's no intent to be

6 changing the date.

7 MR. HENNIGAN: Right.

8 MS. PLASKON: So we're, you know -- so I would

9 talk to her about any questions you have on the particulars

10 of it. But it's meant to be that you're not going to be

11 coming in and performing your duties as an associate.

12 MR. HENNIGAN: Right.

13 MS. PLASKON: And so for that transition period,

14 you're still on the website. You're still getting your

15 '', paycheck. You're still getting those benefits, but you're

16 not coming in -- you know, you're not required to take work,

17 accept work, work --

18 MR. HENNIGAN: Right.

19 MS. PLASKON: -- or even frankly show -- you know,

20 you don't have to come in.

21 MR. HENNIGAN: Right.

22 MS. PLASKON: And then this way you can spend your

23 time trying to find something else. So ...

24 MR. HENNIGAN: Yeah. No, I just think the

25 language could --

Echo Reporting, Inc. Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 259 of 351 Page ID #:759

71

1 MS. PLASKON: Okay.

2 MR. HENNIGAN: -- better reflect that, because

3 that's just -- that's all I want.

4 MS. PLASKON: Yeah, okay. All right.

5 MR. HENNIGAN: So that was an issue. So, yeah,

6 just to let you know --

7 MS. PLASKON: Sure.

8 MR. HENNIGAN: -- like I have to get an employment

9 attorney just to look at it.

10 MS. PLASKON: Sure. Okay.

11 MR. HENNIGAN: But, yeah, I mean other than that,

12 was there anything in particular that you wanted to address?

13 MS. PLASKON: No. I think that we're trying to

14 work -- you know, we're trying to work through getting you

15 time to do it.

16 MR. HENNIGAN: Right.

17 MS. PLASKON: You know, getting you time so that

18 you can find something.

19 MR. HENNIGAN: Okay.

20 MS. PLASKON: When I say "time to do it," I mean

21 time to transition and find something.

22 MR. HENNIGAN: Right. Oh, the other thing, which

23 is really important is -- so after we had our meeting, I got

24 the date from the Second Department for my swearing-in. And

25 immediately underneath the date it says if there's any

Echo Reporting, Inc. Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 260 of 351 Page ID #:760

: i

change in your application, comma, including a change of

2 address, comma --

3 MS. PLASKON: Right.

t! MR. HENNIGAN: -- you need to inform the Second

5 Department before the swearing-in.

6 MS. PLASKON: Uh-huh.

7 MR. HENNIGAN: So if I were to resign, I would

8 have to inform them, and then I think they would ask "Why

9 did you resign?"

10 MS. PLASKON: Right, okay. Well, I think you

11 should talk to Cheryl --

12 MR. HENNIGAN: Right.

13 MS. PLASKON: -- and try to -- I think you should

i~! talk to Cheryl about that. I mean I think -- I don't know

15 what the application form says.

16 MR. HENNIGAN: Well, I said I work at Paul

17 Hastings. That's like on the front page of my application.

18 MS. PLASKON: Okay. All right. So, yeah, I think

19 you should talk to her about things. I mean if they -- you

20 know, part of the -- yeah, I think it's probably better to

21 talk. I mean we're trying to give you something that gives

22 you more time than --

23 MR. HENNIGAN: Yeah, no understood. But I would

24 just feel much more comfortable if I signed something that

25 "resignation" on it at or after September 12th, because

Echo Reporting, Inc. Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 261 of 351 Page ID #:761

1 since you said at the meeting yesterday you want me to leave

2 because of poor judgment --

3 MS. PLASKON: Poor performance issues, right?

4 MR. HENNIGAN: Right. Well, we -- what were the

5 ( performance issues?

6 MS. PLASKON: Well, we can walk through them

7 again.

8 MR. HENNIGAN: Sure.

9 MS. PLASKON: I'm going to wait for Luc to do

10 this.

11 MR. HENNIGAN: Okay.

12 MS. PLASKON: So I think what you're asking for --

13 but it sounds like you want to talk to a lawyer, so that's

14 fine. So why don't -- I don't know what your timing will be

15 in that regard.

16 MR. HENNIGAN: Sure.

17 MS. PLASKON: So I think we'll need to figure out,

18 you know, what the plan will be --

19 MR. HENNIGAN: Okay.

20 MS. PLASKON: -- and haw quickly you'll be able to

21 get someone to look at it and so can come back to us. So we

22 can certainly do that. It sounds like you need to do

23 that --

24 MR. HENNIGAN: Yeah.

25 MS. PLASKON: -- before you --

Echo Reporting, Inc. Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 262 of 351 Page ID #:762

10

1 MR. HENNIGAN: Yeah, yeah. Well, I'm thinking

2 employment attorney, but I was also -- since there's an

3 exception for immediate family, but he's also an attorney,

4 my stepbrother is a partner at Ropes and Gray in Boston.

5 So I'm probably going to send it to him. I'll

6 probably hear back from him fairly soon, but the employment

7 attorney thing might take like, I don't know, weeks. Like I

8 have to do research; it's midway through the week.

9 MS. PLASKON: Yeah, I mean I don't -- let me talk

10 to Cheryl and tell you where we are. I think what we

11 probably should do is have you talk to her directly.

12 MR. HENNIGAN: Okay.

13 i MS. PLASKON: These are more technical points.

14 i And it's not something that I -- I don't draft those

15 ( documents.

16 MR. HENNIGAN: Sure.

17 MS. PLASKON: So these are things that she should

18 weigh in on.

19 MR. HENNIGAN: Right. But you see my concerns,

20 right? Like we didn't discuss the resignation.

21 MS. PLASKON: Well, what we talked about was -- we

22 had talked about you transitioning --

23 MR. HENNIGAN: Transition, yes.

24 MS. PLASKON: -- stepping away from doing the work

25 and that we would compensate you through November. You'd

Echo Reporting,Inc. Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 263 of 351 Page ID #:763

~~~i

i still be on the web page, but --

2 MR. HENNIGAN: Right.

3 MS. PLASKON: You know, so it sounds like you need

4 to talk to some people.

5 MR. HENNIGAN: Yeah.

6 MS. PLASKON: You have some questions. I will

7 suggest to Cheryl that she reach out to you so that you can

8 talk about -- you can explain your concern about the Bar

9 application and the swearing-in --

10 MR. HENNIGAN: Right.

11 MS. PLASKON: -- and your request to move the date

12 to September so that it's not effective until after then.

13 But I think even if that was changed, you still -- you had

14 some other questions, it sounds like --

15 MR. HENNIGAN: Right. I mean just the

16 acceleration thing seems like -- I don't know, like you

17 could do it for any reason. I mean that just seems like

18 there's no consideration since tomorrow, if I sign this, you

19 could just accelerate the separation date and -- oh, well,

20 maybe -- well, no, because -- I mean maybe if we add

21 something that like I'll still receive the -- I don't know

22 what you would call it -- severance?

23 MS. PLASKON: Right.

24 MR. HENNIGAN: Even if it's accelerated like --.

25 MS. PLASKON: Yeah, I mean I don't think it's

Echo Reporting, Inc. Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 264 of 351 Page ID #:764

12

1 meant to change the economics at all. I think it's --

2 MR. HENNIGAN: Right.

3 MS. PLASKON: So why don't I have her reach out to

4 you and then, you know, it sounds like you want to consult

5 with somebody --

6 MR. HENNIGAN: Yeah.

7 MS. PLASKON: -- and then come back to us anyway.

8 MR. HENNIGAN: Right. So -- okay. Okay. That's

9 fine.

10 MS. PLASKON: Okay.

11 MR. HENNIGAN: Is there any -- because it seems

12 like all my concerns are in regard to this.

13 MS. PLASKON: Right.

14 MR. HENNIGAN: So what were we going to discuss?

15 MS. PLASKON: Well, just to have you have the

16 chance to look at it. Sometimes people are fine, they're

17 comfortable with it. You know, that's your decision as to

18 whether you want to sign it, consult with somebody or not

19 consult with somebody.

20 So let me -- yeah, it was really just to touch

21 base.

22 MR. HENNIGAN: Okay. So I was going to say like

23 do we need to reschedule with Luc since he's tied down?

24 MS. PLASKON: Yeah, no, I don't think so. I - mean

25 I think that it probably makes sense for you to talk to --

Echo Reporting, Inc. Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 265 of 351 Page ID #:765

13

1 we were going to talk a little about transitioning work.

2 MR. HENNIGAN: Right.

3 MS. PLASKON: But I think that it probably makes

4 sense for you and Cheryl to have a conversation first.

5 MR. HENNIGAN: Sure.

6 MS. PLASKON: And then go from there.

7 MR. HENNIGAN: Yeah. I'm not trying to be

8 difficult.

9 MS. PLASKON: No, I understand. I understand.

10 ' You know, that's part of why we wanted to schedule a

11 follow-up so that you would have a chance to ask questions,

12 you know, have some sense of -- we thought it would be

13 easier if you saw what people were thinking about.

14 MR. HENNIGAN: Right.

15 MS. PLASKON: And so we (indiscernible).

16 MR. HENNIGAN: Oh, okay. Okay. But you didn't --

17 because the only thing is like we didn't really touch on

18 yesterday was -- and I understand the concern about me not

19 seeking approval from a partner on the article, but I, A,

20 wasn't aware that was a policy, and then you told me about

21 it and it's not like I've had subsequent relapses.

22 Like you said I had poor judgment, but the article

23 I submitted was back in April and the thing with Shlomo was

24 in June. And I don't know if you got a chance to see the

25 email I sent to Shlomo. But it was a perfectly reasonable

Echo Reporting,Inc. Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 266 of 351 Page ID #:766

14

1 explanation as far as why he was misunderstood.

2 And I mean you're my supervising attorney.

3 MS. PLASKON: Right.

4 MR. HENNIGAN: So like I don't understand why you

5 wouldn't come and speak with me to try to say --

6 MS. PLASKON: Shlomo talked to you about the memo?

7 MR. HENNIGAN: It wasn't a memo. It was -- yeah,

8 I mean you could see in the email trail.

9 MS. PLASKON: Right.

10 MR. HENNIGAN: And then I responded to that email

11 and I explained what had happened. And he never responded

12 to that.

13 MS. PLASKON: Right.

14 MR. HENNIGAN: So I never --

15 (Mr. Despins joins.)

16 MS. PLASKON: Yeah. Well, let me catch Luc up.

17 MR. HENNIGAN: Yeah.

18 MS. PLASKON: So Andrew --

19 MR. HENNIGAN: Hey, Luc.

20 MS. PLASKON: -- has (indiscernible) the position

21 agreement. He's concerned. One, he would like to talk to

22 an attorney, an employment lawyer about it --

23 MR. DESPINS: Okay.

24 MS. PLASKON: -- and review it. You know, I said

25 that's absolutely fine. He has the right to do that.

Echo Reporting, Inc. Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 267 of 351 Page ID #:767

15

1 MR. DESPINS: Of course, yes.

2 MR. HENNIGAN: And the second concern is the

3 timing that his Bar interview is September 12th and you have

4 to let them know of any changes, and so this is drafted as a

5 resignation effective now. And so he's concerned about it

6 affecting his swearing-in September 12th. So he's going to

7 ask Cheryl. I suggested that he talk to Cheryl about it.

8 MR. DESPINS: But we have to advise them of any

9 changes, what -- before you get sworn in?

10 MR. HENNIGAN: Yeah. They --

11 MS. PLASKON: So if he resigns from Paul Hastings,

12 he would have to say "I resigned from Paul Hastings" before

13 then.

14 MR. DESPINS: Okay. Okay.

15 MS. PLASKON: So there were questions involving --

16 MR. DESPINS: But that's September 12th anyway, so

17 I understand that.

18 MS. PLASKON: Yes. So then he requested to bump

19 it.

20 MR. HENNIGAN: So we can bump it?

21 MR. DESPINS: Well, we don't know that. I mean

22 we'll talk to Cheryl.

23 MS. PLASKON: Yeah, we still need to talk to

24 Cheryl.

25 MR. HENNIGAN: Okay. I got -- just to fill you

Echo Reporting, Inc. Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 268 of 351 Page ID #:768

16

1 in, the email I got after we had our meeting actually, gave

2 me the date, and right underneath it said: If there are any

3 changes in your application, even a change of address, you

4 must inform the board within a week of the swearing-in.

~y So I definitely think this would qualify if I were

6 to resign.

7 MR. DESPINS: Why don't you just forward us that

8 I ema i1 .

9 MR. HENNIGAN: Yeah, yeah. Sure.

10 MR. DESPINS: Okay.

11 MS. PLASKON: All right. And then I think what

12 you were just starting to ask as you walked in is you wanted

13 to talk more about Shlomo and just the basis for --

14 MR. HENNIGAN: Yeah, but could we just address the

15 acceleration part of it?

16 MS. PLASKON: Yeah, you should talk to Cheryl

17 l about that.

18 MR. HENNIGAN: Okay.

19 MS. PLASKON: I mean I'd have to look at it again.

20 MR. DESPINS: What is it? What's the

21 l acceleration?

22 MR. HENNIGAN: Well, the day of my separation date

23 will be the earliest November 15th, B, the date you accept

24 other employment, which is basically what we agreed upon

25 yesterday, or C, the date you resign.

Echo Reporting, Inc. Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 269 of 351 Page ID #:769

17

1 And nowhere else is the term "resign" used in this

2 document and it's -- I mean the paragraph is titled

3 "Resignation" so that's a huge grey area.

4 MR. DESPINS: Okay. That's plumbing. Plumbing

5 that I don't know how to deal with. So what was -- Cheryl

6 Saban --

7 MS. PLASKON: Yeah, I said Cheryl will have to get

8 that.

9 MR. HENNIGAN: Okay. And then performance. We

10 were discussing that that was related to the arising of this

11 discussion, the transition or resignation, however we put

12 it.

13 Yesterday, we discussed on the poor judgment, and

14 I sent you and Leslie both the email. Maybe you disagree.

15 I thought it was a perfectly reasonable explanation to his

16 concerns. He never responded. Apparently, at some point he

17 informed Leslie.

18 I was never -- Leslie is my supervising attorney.

19 I was never informed "We have concerns about your judgment."

20 The article I submitted for publication I

21 submitted in April, so we're talking about like four months

~~a ago now. And --

23 MS. PLASKON: Well, we weren't aware of the

24 article.

25 MR. HENNIGAN: No, understood but --

Echo Reporting, Inc. Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 270 of 351 Page ID #:770

: i

1 MS. PLASKON: And we -- it was submitted "Paul

2 Hastings (indiscernible)," and as soon as we saw that --

3 MR. HENNIGAN: No, I know, Richard Lieb is not a

4 partner here, so he has a different set of interests, but he

5 read it. He said -- and Richard Lieb does not give

6 compliments as a daily thing.

7 He said it was the best article he had read on

8 state governance in bankruptcy ever. The reason why I

9 wanted it published in that email was I thought it would be

10 a credit to Paul Hastings.

11 I did not think I was slipping -- I mean if I

12 thought I wasn't supposed to have done it, I wouldn't have

13 promoted it as such.

14 Maybe it's still poor judgment. I understand

15 where you're coming from. But besides that, like I don't

16 know what -- I mean you mentioned performance, but I don't

17 know specifically what you're referring to. So I have no --

18 MS. PLASKON: Okay. Well --

19 MR. DESPINS: These were just examples. They're

20 not exhaustive.

21 MR. HENNIGAN: Okay.

22 MR. DESPINS: But I'm not sure where that's going

23 to lead us, meaning I don't think we're going to change our

24 views.

25 MR. HENNIGAN: Okay. That's fine.

Echo Reporting, Inc. Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 271 of 351 Page ID #:771

19

1 MR. DESPINS: I've read what you sent about

2 Shlomo, and I'm not sure I get the point, meaning if I ask

3 you to look at only cases that stand for Proposition A, and

~1 while doing that, you find a case in the circuit we're in

5 that says Proposition A is wrong, bad, can't follow that, to

6 the opposite of that, and you find that but you basically

7 decided not to give that because that was not part of the

8 assignment?

9 MR. HENNIGAN: It was outside of what he had

10 asked. He wanted examples of when a court required

11 specificity. Those other cases said you -- that's not a

12 requirement. So why would I include those cases.

13 MS. PLASKON: Is it irrelevant -- was the circuit

14 case relevant to the analysis, the one that he --

15 MR. HENNIGAN: He didn't ask me to do an analysis.

16 He asked for cases. Judge Drain had asked me to find cases

17 on certain propositions as well. It's not uncommon.

18 MS. PLASKON: Right. But when you find something

19 that says the opposite, you usually bring it to the person's

20 attention, right?

21 MR. HENNIGAN: That's why I wrote it down by hand

22 and mentioned it to Shlomo. So I don't see what I did

23 wrong. Why would I write the cite down if I was trying to

24 hide it?

25 MS. PLASKON: But he said it wasn't conveyed.

Echo Reporting, Inc. Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 272 of 351 Page ID #:772

20

1 That's what the email said.

2 MR. HENNIGAN: We spoke -- right. I send him the

3 email.

4 MS. PLASKON: Right.

5 MR. HENNIGAN: And I told him when we're

6 discussing it, I said "that First Circuit case," and I

7 didn't know he was unaware of it. I wouldn't have said

8 "that First Circuit case," as if he knew what I was

9 discussing. If he wanted to challenge that fact that I

10 mentioned in the email, he could have. He didn't.

11 My point being is if there was a serious concern

12 about my judgment at that point, why didn't you or Luc come

13 to me and say we have a -- you're my supervising attorney.

14 MS. PLASKON: Yeah. Andrew, you've got an email

15 from Shlomo that -- Shlomo is probably one of the most

16 even-keeled, calm persons to work with.

17 MR. HENNIGAN: Right.

18 MS. PLASKON: He never (indiscernible).

19 MR. HENNIGAN: Right. Well, I spoke with Ravi and

20 obviously he's no longer with the firm, but he said that it

21 was ridiculous and he would never put that in an email.

22 So there's obviously a difference of opinion here.

23 MR. DESPINS: So Ravi -- you're going to hang your

24 T hat on what Ravi says?

25 MR. HENNIGAN: If we're trying to discern what's a

Echo Reporting,Inc. Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 273 of 351 Page ID #:773

21

1 reasonable point of view, yeah. He's not --

2 MS. PLASKON: So you have two partners in a law

3 firm saying this is a really -- pretty big deal. Shlomo's

4 understanding of the assignment and what he gave to you and

5 what your decisions were were very different.

6 So even just supposing you're right --

7 MR. HENNIGAN: Right.

8 MS. PLASKON: -- you've got three people who are

9 very concerned --

10 MR. HENNIGAN: So when I did that for Judge Drain,

11 that was unethical?

12 MR. DESPINS: No, we didn't talk about Judge

13 Drain.

14 Let's rewind for a second.

15 Obviously, this is a very difficult discussion for

16 you --

17 MR. HENNIGAN: Right.

18 MR. DESPINS: -- because it's very personal, and I

19 understand all that.

20 MR. HENNIGAN: Right.

21 MR. DESPINS: But you've got to step back and

22 think, "Okay. Am I going to be able to convince these

23 people that they're all wrong about where this is going to

24 , end up?"

25 MR. HENNIGAN: Fine and well. I just want to

Echo Reporting,Inc. Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 274 of 351 Page ID #:774

22

1 know --

2 MR. DESPINS: Okay.

3 MR. HENNIGAN: -- you said -- let's park poor

~!judgment -- what's the poor performance? I have not been

5 told ever that I was performing poorly.

6 MS. PLASKON: So you've gotten no feedback from

7 associates that have worked with you?

8 MR. HENNIGAN: Correct.

9 MS. PLASKON: That's not we've been told. You've

10 been directly with Alison and Shlomo and we've been hearing

11 that they've been talking to you and telling you that we

12 can't call arguments slam-dunks, this is overstating or --

13 MR. HENNIGAN: What is -- that was in March. And

14 if I was told of it at the time, I addressed that behavior.

15 I don't -- I don't see why -- that doesn't add up for me.

16 Like you say it's because of my performance, and so it's

17 related to the slam-dunk comment?

18 MS. PLASKON: No --

19 MR. DESPINS: It's related to a bunch of --

20 numerous things.

21 MR. HENNIGAN: Well, can you please say one or ;two

22 things?

23 MR. DESPINS: I think we've given you two, but

24 there have been others. But the point is that's why I - was

25 saying like -- and where do you think that's going to gel:

Echo Reporting, Inc. Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 275 of 351 Page ID #:775

23

1 us? Meaning we have no interest in doing what we're doing,

2 or do you think we're really -- that's for fun? I mean no.

3 There's a judgment call that's been made that

4 there's just a lack of comfort with the work product you're

5 generating regularly.

6 MR. HENNIGAN: Right.

7 MR. DESPINS: Okay. And you're saying "I don't

8 agree with that. Show me examples."

9 Okay. We can go through that, but to --

10 MR. HENNIGAN: Okay. Please --

11 MR. DESPINS: To what end?

12 MR. HENNIGAN: I don't know, but you said you

13 thought about it a lot yesterday. You did so without

14 speaking to me first. I don't think you spoke to Doug

15 Barron about it, who I've worked with the most since -- like

16 the last four months. Or did you speak with Danny Newman?

17 MS. PLASKON: I did speak with Danny Newman.

18 MR. DESPINS: But also Doug Barron is a very

19 junior associate.

20 I mean, first of all, you wouldn't want me to go

21 and see Doug Barron and say we have performance issues

22 with -- how would you feel about that?

23 MR. HENNIGAN: Fine. He's supposed to do my

24 annual review, which I never received.

25 MR. DESPINS: He's supposed to do your annual

Echo Reporting, Inc. Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 276 of 351 Page ID #:776

24

1 review?

2 MR. HENNIGAN: Yeah, you're supposed to nominate

3 two people. I nominated him and Shlomo because I'd worked

4 with him the most. And Shlomo had also said I had good

5 judgment on my Bar affidavit. So I mean it couldn't have

6 been super clear to Shlomo if he was willing to sign that

7 affidavit.

8 I know you don't want to discuss it and you've

9 made your decision. I'm just saying I've worked really hard

10 for this firm, and I really learned a lot and it's been an

11 '. amazing experience. But you said my performance has been

12 poor. So like I want to know what exactly --

13 MS. PLASKON: So let's look -- let's go

14 (indiscernible) --

15 MR. HENNIGAN: Sure.

16 MS. PLASKON: -- because right now this is very

17 hard. Twenty-four hours it appearing -- you know, it seems

18 that you're surprised about this.

19 MR. HENNIGAN: Yeah, I'm totally surprised.

20 MS. PLASKON: So you can be saying "Hey, this.

21 shouldn't be happening. I want to leave you [sic]." Right?

22 We're telling you that that's not going to happen.

23 MR. HENNIGAN: Right.

24 MS. PLASKON: Okay? So the best thing to be

25 getting out of this (indiscernible) now is what can I take

Echo Reporting, Inc. Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 277 of 351 Page ID #:777

25

1 from this event. I learned from it. But what's happening

2 now is what you're doing is you're digging in, right, and

3 you're trying -- that article alone, what you -- the fact

t!that you're not seeing -- we regularly are in front of those

5 courts, particularly (indiscernible).

6 MR. HENNIGAN: Right.

7 MS. PLASKON: If I wrote an article and the Wall

8 Street Journal called me saying, "What do you think about

9 the big banks?" and I wrote "The banks are evil." Can --,

10 MR. HENNIGAN: I didn't say anything remotely

11 that -- that is so unfair.

12 MS. PLASKON: Well, no, you actually did. I mean

13 you were insulting and disrespectful to the Second Circuit

14 and the bankruptcy judges. It is very, very uncomfortable

15 for the partners in the bankruptcy group to read that. That

16 is a judgment issue, though, for -- and you're not hearing

17 that.

18 MR. HENNIGAN: That exception was created in 1930.

19 That's -- that's the same --

20 MS. PLASKON: It doesn't matter. . It's an

21 l article --

22 MR. HENNIGAN: I don't really believe you guys --

23 I I can't --

24 MS. PLASKON: It's 2019 and you're --

25 MR. HENNIGAN: Okay.

Echo Reporting, Inc. Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 278 of 351 Page ID #:778

26

1 MS. PLASKON: But the article has to be relevant,

2 right, because you're writing it. So by definition someone

3 cares how that exception works or what the law is.

4 MR. HENNIGAN: Right.

5 MS. PLASKON: And so if someone cites to you

6 (indiscernible) when you say this about the Second Circuit

7 and it's that court reading it and they see, oh, associate

8 at Paul Hastings, that reflects on us in terms of how we

9 describe the court's thinking, right?

10 You're not hearing what we're saying --

11 MR. HENNIGAN: No, I think it's -- you're blowing

12 it out of proportion, to be honest. But obviously you made

13 your decision so --

14 MS. PLASKON: Making arguments out of thin air was

15 another -- maybe that's -- you've used that, "out of thin

16 air."

17 MR. HENNIGAN: Yeah, that was the one. I thought

18 that's what we were discussing.

19 MS. PLASKON: There were a number -- there were

20 three or four quotes like that where it was very cutting and

21 you know, I -- maybe that kind of writing is what is

22 expected, if you will, for that publication. But it's

23 not -- we have to -- we take a more measured approach.

24 MR. HENNIGAN: Right. Well, Norton's --

25 MS. PLASKON: Because what's concerning me is that

Echo Reporting, Inc. Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 279 of 351 Page ID #:779

27

1 you're not hearing the -- we're talking about the judgment.

2 It's about the measuredness, right? And so that's a trust

3 issue.

4 We have to trust that when you're making these

5 decisions -- so it's --

6 MR. HENNIGAN: And that alone is a fireable

7 offense, is what you're saying.

8 MR. DESPINS: No, we didn't say that alone.

9 And I'll -- and I really don't like where this is

10 ~ going.

11 MR. HENNIGAN: Okay.

12 MR. DESPINS: Because, as I told you, these were

13 just some examples. I don't think that it makes a lot of

14 sense to go through all the examples, except to tell you

15 that there is a general consensus that there's a lack of

16 competence in the work product you're generating and that we

17 don't believe that that can be overcome.

18 So that's -- and you may not accept that, agree

19 with that. You know, that is our conclusion.

20 MR. HENNIGAN: Okay.

21 MR. DESPINS: And also, just that -- that's what

22 it's asking.. We have no interest in doing this, meaning;

23 like you did clerk for Judge Drain. I'm pretty -- I

24 wouldn't say pretty tight with him but I mean I've known him

25 for many, many years.

Echo Reporting,Inc. Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 280 of 351 Page ID #:780

: i

MR. HENNIGAN: Right.

2 MR. DESPINS: I respect him a lot. I don't know

3 what he thinks of me, but I certainly -- I'm not keen on

4 potentially you calling him to say "Oh, these guys were

5 really bad to me. I" -- so therefore, think of it this way,

6 we wouldn't do this unless we had thought about this and

7 come to that conclusion, but not lightly.

8 I mean what would be the angle? Why would we do

9 this unless we thought that our assessment was accurate and

10 we thought that it could not be overcome? There's no --

11 right? I mean why would I do this?

12 As I've said, I've known Bob for 25 years. So I'm

13 not -- I'm not doing -- there's no pleasure in doing this.

14 MR. HENTIIGAN: Right.

15 MR. DESPINS: Quite the contrary.

16 MR. HENNIGAN: Right.

17 MR. DESPINS: I don't like this.

18 MR. HENNIGAN: Right.

19 MR. DESPINS: So I know you don't like it either,

20 but I -- you have to understand from our point of view, it's

21 like you said yesterday, that's the way the cookie crumbles.

22 And you may not think it's fair -- I understand that --

23 but --

24 MR. HENNIGAN: Right. Okay.

25 MS. PLASKON: Well, I'm concerned that there wa°s

Echo Reporting,Inc. Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 281 of 351 Page ID #:781

291

1 feedback given to you during the course -- so it's a

2 little --

3 MR. DESPINS: People wouldn't tell you the way we

4 were telling you, meaning they wouldn't say -- it would be

5 inappropriate for them to say --

6 MR. HENNIGAN: I know but --

7 MR. DESPINS: -- it was lack of judgment and all

8 that. They wouldn't use terms like that.

9 MR. HENNIGAN: Leslie's my supervising attorney.

10 As a law clerk, I'm supposed to be informed when I'm not

11 doing my job properly or if you think there's enough of a

12 breach from competency that you would ask me to leave.

13 Obviously, you said the trust has been violated,

14 and you know, we can't go back. We've crossed the rubicon.

15 So I suppose it's best to leave it there, because I don't

16 think we're going to convince each other.

17 MR. DESPINS: Okay.

18 MR. HENNIGAN: So I mean as far as this is

19 concerned, I should get in touch with --

20 MS. PLASKON: Yeah, I'l1 reach out to Cheryl --~

21 MR. HENNIGAN: All right.

22 MS. PLASKON: -- and ask her to call you.

23 MR. HENNIGAN: Right. And let me be clear. I

24 will -- I want to maintain good relationships with everyone.

25 at this firm and the firm, and I will say with much pride

Echo Reporting, lnc. Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 282 of 351 Page ID #:782

30

1 that I used to work with Paul Hastings and say nothing but

2 good things.

3 So it's -- I just -- this is completely out of the

~!blue for me. And I mean putting that aside, I just feel

5 that things are sort of hostile now, but I think for me I'l1

6 be able to, you know, keep this relationship intact

7 hopefully.

8 MR. DESPINS: That's the goal. Look, we all have

9 setbacks in life. I remember -- I think it was the second

10 creditors committee I represented. At one point, I came in

11 and they said "We decided to retain another firm." How

12 could that be.

13 MR. HENNIGAN: Right.

F~! MR. DESPINS: How could that be. In my mind it

15 was so wrong and all that. I still believe they're wrong

16 but looking back, one day somebody told me -- he said,

17 "Well, you know, this you could have handled differently."

18 And I'm like "Okay. I don't like to hear that. I hate to

19 '~I hear that."

20 But you know, maybe they were -- but the point is

21 they were the client and that was their prerogative. Did it

22 hurt? Yes. Did I hate it? Yes.

23 MR. HENNIGAN: Right.

24 MR. DESPINS: But you know, I always tell~my

25 daughter, there's a key word in life, resilience. And it's

Echo Reporting,Inc. Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 283 of 351 Page ID #:783

31

1 all about resilience in life. Sometimes you get caught, you

2 get back up, you keep going. That's -- I don't want to

3 lecture you, but I'm telling you that's a key thing in life.

4 So I think -- I think you understand what I mean.

5 MR. HENNIGAN: Yeah, yeah. Absolutely.

6 MS. PLASKON: Okay. All right. Well, we'll

7 have --

8 MR. DESPINS: So Cheryl will --

9 MS. PLASKON: Cheryl will reach out and then we'll

10 go from there.

11 MR. HENNIGAN: Okay.

12 MS. PLASKON: Okay. And we'll -- I'll try to have

13 her reach out to you today.

14 MR. HENNIGAN: Right. And Luc, I would never

15 badmouth you.

16 MR. DESPINS: No, no. I understand.

17 MR. HENNIGAN: I'm very loyal.

18 MR. DESPINS: I understand. I appreciate it.

19 MS. PLASKON: All right.

20 (Audio ends.)

21

22

23

24

25

Echo Reporting, Inc. Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 284 of 351 Page ID #:784 Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 285 of 351 Page ID #:785

Hennigan, Andrew 5.

From: Hennigan, Andrew S. Sent: Wednesday, June 27, 2018 1:45 PM To: Maza, Shlomo Subject: RE: Dabney [1st Cir. BAP case]

Understood. I would just say that I was under the impression that the assignment's focus was to find examples of the proposition that specificity is required to successfully object to attorneys' fees. Not, rather, that I was to conduct research to assess the validity of that proposition. Moreover, I assumed that I wasn't the first/only person on the team to delve into this issue. In other words, I didn't know what research had been conducted on this issue and what exactly we already aware of. I assumed we were aware of this case, which is why I simply referred to it as "that 1st Cir. BAP case" in our conversation. I didn't reference the case in my previous email because I believed it was out of scope and wrote it down by hand as insurance in case I was mistaken (which I was). If I had known these assumptions to be untrue, I assure you, I would have included that case in my email. And I would certainly have included it if I had the slightest inclination that my research, standing alone, could have made its way into a brief submitted to any court. Nevertheless, your concerns are well received.

Concerning the Schold case, as a matter of logic, I agree with you. However, practically speaking, it seems to me that the court will engage in the same analysis it would with or without specificity in the objection itself. It's not the case that the court simply denies the motion if it lacks specificity. I did not see a single case that stands for that exact proposition. Instead, in cases where the objection lacked specificity and the court would basically say "well, I still have an independent duty to thoroughly scrutinize these #ees" and proceeds with a full blown analysis. I would also add that the cases that push for specificity typically will phrase the proposition along the lines of "the objection should include specific objections," so it is arguable that, even under those cases, specificity is merely aspirational.

Finally, I reviewed Public Service and I did not see further discussion on the fact the U.S. Trustee had withdrawn its objections.

Let me know if you have any additional questions.

Thank you, Andrew

From: Maza, Shlomo Sent: Wednesday, June 27, 2018 12:45 PM To: Hennigan, Andrew S. Subject: RE: Dabney [1st Cir. BAP case]

1. I don't think this is as bad as you think —the fact that a court always has authority (maybe even duty) to sua sponte review fees does not change that when a party does object, it must do so with specificity. 2. MUCH more importantly —being aware of, and failing to address, contrary controlling authority is just a really bad look, and is actually sanctionable conduct. This can't happen.

-Shlomo

From: Hennigan, Andrew S. Sent: Wednesday, June 27, 2018 12:43 PM To: Maza, Shlomo Subject: RE: Dabney [1st Cir. BAP case] Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 286 of 351 Page ID #:786

Shlomo, see attached the 1st Cir. BAP case I mentioned in our conversation.

Schold v. Stone, No. BAP MW 14-074, 2015 WL 3733649, at *4 (B.A.P. 1st Cir. May 22, 2015)

After calculating the lodestar amount, the court may adjust it, up or down, in light of other considerations. Without doubt, bankruptcy courts have statutory authority to award professional compensation in an amount less than the amount requested, even in fhe absence ofan objection by a party in interest.

(emphasis added). Based on this language, it seems arguable that the court's ability to adjust an award (even in the absence of an objection) would only be triggered after calculating the lodestar amount. Further, it seems arguable that (absent other circumstances, such as, fraud, bad faith, etc.) only the amount that exceeds the lodestar amount is subject to reduction.

From: Hennigan, Andrew S. Sent: Tuesday, June 26, 2018 8:45 PM To: Maza, Shlomo Subject: RE: Dabney

Shlomo,

Earlier, you asked me to look for cases that stand for the proposition articulated in In re Dabney,417 B.R. 826 (Bankr. N.D. Ga. 2009)that a party challenging the reasonableness of attorney fees under § 330 of the Bankruptcy Code should set forth "a specific basis for [its] contention that the fee is not reasonable." The case most on point for that proposition is a In re Jensen-Farley Pictures, Inc.(see below). However, I was unable to find a clear expression of that proposition within the First Circuit case law. Please see the attached cases. Let me know if you have any questions.

Thank you, Andrew

Cases within the First Circuit

In re Pub. Serv. Co., 93 B.R. 823,834 (Bankr. D.N.H. 1988)(declining to issue a binding determination after the objecting party, the U.S. Trustee, withdrew its specific objections to motion to approve fees and having found the amounts requested were "clearly below the amount of final fees awards in a case of this magnitude").

Cases Outside the First Circuit

In re Jensen-Farley Pictures, Inc., 47 B.R. 557, 585 (Bankr. D. Utah 1985)( "Objections should be as specific as possible and generalized and conclusory statements that the applicant is seeking too high a fee, unsupported by averments that challenge certain hours as excessive or the like, will not justify a fee reduction.").

In re Worldwide Direct, Inc., 334 B.R. 112, 133-34(Bankr. D. Del. 2005)(finding attorney's fees reasonable where "no specific objection to the time spent by (or the rates charged by [the objecting party]").

Newby v. Enron Corp.(In re Enron Corp. Sec.), 586 F. Supp. 2d 732,804 n.84 (S.D. Tex. 2008)("The Court addresses only those objections that are specific, not previously addressed, and supported by evidence or authority.")(strictly speaking, a nonbankruptcy case).

Sullivan v. DB Invs., Inc., 667 F.3d 273, 331 (3d Cir. 2011)(stating that the court will "only address the specific objections raised herein" in relation to an objection to attorneys' fees). Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 287 of 351 Page ID #:787

-----Original Message----- From: Maza,Shlomo Sent: Tuesday, June 26, 2018 6:42 PM To: Hennigan, Andrew S. Subject: Dabney

Keep track of your time, but please do not put in before we talk tomorrow.

Going to put under a specific task code.

Thanks

Sent from my iPhone Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 288 of 351 Page ID #:788 Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 289 of 351 Page ID #:789 STATE OF CALIFORNIA I Business. Consumer Services and Housing Aaencv GAVIN NEWSOM GOVERNOR

KEVIN KISH, DIRECTOR '~1 DEPARTMENT OF FAIR EMPLOYMENT 8c HOUSING 2218 Kausen Drive, Suite 100 I Elk Grove I CA 195758 (800)884-1684 (Voice) I (800) 700-2320(TTY) I California's Relay Service at 711 http://www.dfeh.ca.gov I Email: contact.centerQdfeh.ca.gov

April 25, 2019

Andrew Hennigan 690 Harbor Street Venice, California 90291

RE: Notice of Case Closure and Right to Sue DFEH Matter Number: 201904-05928725 Right to Sue: Hennigan / Plaskon et al.

Dear Andrew Hennigan,

This letter informs you that the above-referenced complaint was filed with the Department of Fair Employment and Housing (DEER) has been closed effective April 25, 2019 because an immediate Right to Sue notice was requested. DFEH will take no farther action on the complaint.

This letter is also your Right to Sue notice. According to Government Code section 12965, subdivision (b), a civil action may be brought under the provisions of the Fair Employment and Housing Act against the person, employer, labor organization or employment agency named in the above-referenced complaint. The civil action must be filed within one year from the date of this letter.

To obtain a federal Right to Sue notice, you must contact the U.S. Equal Employment Opportunity Commission (EEOC)to file a complaint within 30 days of receipt of this DFEH Notice of Case Closure or within 300 days of the alleged discriminatory act, whichever is earlier.

Sincerely,

Department of Fair Employment and Housing Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 290 of 351 Page ID #:790

1 COMPLAINT OF EMPLOYMENT DISCRIMINATION BEFORE THE STATE OF CALIFORNIA 2 DEPARTMENT OF FAIR EMPLOYMENT AND HOUSING 3 Under the California Fair Employment and Housing Act (Gov. Code,§ 12900 et seq.) 4 In the Matter of the Complaint of 5 Andrew Hennigan DFEH No. 201904-05928725

6 Complainant, 7 vs. 8 Leslie Plaskon 787 7th Ave 9 New York, New York 10019

10 Paul Hastings LLP 1 1 515 S Flower St 25 Los Angeles, California 90071 12 Luc Despins 13 200 Park Avenue New York, New York 14 10166 15 Marc Bernstein 200 Park Avenue 16 New York, New York 10166

17 Alex Bongartz 18 200 Park Avenue New York, New York 10166 19 Cheryl Saban 20 200 Park Avenue New York, New York 10166 21 22 Alfred Feliu 60 E. 42nd Street, 46th floor 23 New York, New York 10165

24 Law Office of Alfred G. Feliu 60 E. 42nd Street, 46th floor 25 New York, New York 10165 26 27 -1- - DFEH No. 201 904-05928 725 28 Date Filed: April 25, 2019 Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 291 of 351 Page ID #:791

1 Kenneth Willner 2 875 15th St NW #10 Washington, 3 DC 20005 4 Ashley Kelloff 515 S Flower St. 5 Los Angeles, California 90071

6 Stephen Harris 7 515 S Flower Street Los Angeles, California 90071 8 Mary Jane Artese 9 200 Park Avenue New York, New York 10166 10 11 Barry Brooks 200 Park Avenue 12 New York, New York 10166

13 Seth Zachary 200 Park Avenue 14 New York, New York 10166 15 Greg Nitzkowski t6 515 S Flower Street Los Angeles, California 90071 17 18 Respondents 19 i 1. Respondent Leslie Plaskon is an employer subject to suit under the California 20 ~, Fair Employment and Housing Act(FEHA) (Gov. Code,§ 12900 et seq.). 1 2 2. Complainant Andrew Hennigan, resides in the City of Venice State of 22 California. 23 3. Complainant alleges that on or about February 12, 2019, respondent took the following adverse actions: 24 Complainant was harassed because of complainant's disability (physical or 25 mental). 26 27 -2- Complaint — DFEH No. 201904-05928725 28 Date Filed: April 25, 2019 Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 292 of 351 Page ID #:792

Complainant was discriminated against because of complainant's disability 2 (physical or mental), other and as a result of the discrimination was terminated, forced to quit, denied a work environment free of discrimination and/or retaliation, 3 denied any employment benefit or privilege, denied reasonable accommodation for a 4 disability, other, denied work opportunities or assignments.

5 Complainant experienced retaliation because complainant reported or resisted any form of discrimination or harassment, requested or used adisability-related 6 accommodation and as a result was terminated, forced to quit, denied any 7 employment benefit or privilege, denied reasonable accommodation for a disability, other. 8

9 Additional Complaint Details: On or around October 30, 2017, I was hired by Respondent as an attorney. From approximately November 2017 through August 10 2018 Respondent failed to provide a reasonable accommodation for my disability. 1 1 was terminated on or about September 14, 2018 though the attempts to coerce my resignation continued through February 2019. From 11/2017 through 08/2018, `F~ Respondent refused to provide a reasonable accommodation of an office on account of my ADHD, even though there were empty offices on our floor and elsewhere. 13 made the initial request to partner Leslie Plaskon, who delegated the request to Ms. Mary Jane Artese and Ms. Dee Savage. After refusing my request on the basis that 14 it was Respondent's 'policy' not to provide offices to first or second-year attorneys 15 and declining to reconsider after I explained that my work product greatly improved when I was 16 accommodated with an office as a federal judicial clerk, the accommodation offered was to purchase a Jabra (one of Respondent's vendors) noise reduction headset. 17 After not hearing from Ms. Savage for a week, I conducted research into several 18 lines of headsets and discovered that the Jabra headset was considered to be an inferior product to a certain Bose model. In the absence of a timely response from 19 Ms. Savage, I purchased the Bose headset believing Respondent would help defray the costs. In response to an email, Ms. Savage said Respondent would not 20 reimburse me for any portion of the purchase price and that Respondent considered the headset to be my personal property. Overall, the HR staff assigned to handle the 21 request, Ms. Mary Jane Artese and Ms. Dee Savage, displayed a negative 22 demeanor during the process, which had a chilling effect on further requests. Moreover, the noise reduction headset inadequately mitigated against the noise and 23 would often cause discomfort and disorientation after extended use. Also, supervising attorney Alex Bongartz and attorney Shlomo Maza made disparaging 24 remarks about my noise-reduction headset while I used it. On various occasions, Mr. Bongartz repeatedly called my headset 'cheap''sloppy,' and 'unprofessional.' In one 25 instance, Mr. Maza rhetorically asked, when observing my headphones while 26 27 -3- - DFEH No. 201904-05928725 28 Date Filed: April 25, 2019 Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 293 of 351 Page ID #:793

passed his office, 'you didn't think we wouldn't make fun of you, did you?' On 8/23/18, I sent an email to Ms. Artese renewing my request for an office. Later that 2 evening, Ms. Artese misrepresented to me via email that my last day had been 8/22/18. I had not notification 3 received of employment termination on or before that day. From 8/15/18 through 2/5/19, certain Paul Hastings' partners attempted to 4 impose a coerced resignation (seeking to waive all known or unknown claims against Paul Hastings) by imposing various hardships, e.g., depriving me of earned 5 salary and health care benefits without notice, fabricating pretextual reasons to induce me to sign the resignation agreement, refusing to tell me whether or not I was 6 still an employee from 8/22/18 to 8/27/18, misrepresenting on a 9/3/18 phone call 7 with Mr. Marc Bernstein that I had been fired on 8/22/18, failing to notify me of continuation health benefits until several months following the termination, and 8 engaging in bad faith negotiation tactics, including attempting to surreptitiously impose additional material terms after an 9 agreement in principle had been reached. In addition, Paul Hastings did not force former employee Mr. Ravi Vohra, who was forced to leave in April 2018, to sign such 10 a resignation. Significantly, Mr. Vohra does not qualify as a disabled person under 1 1 the ADA. In addition, starting in late August and lasting until late September, believe Respondent and certain partners either directly or indirectly participated in, `F~ or negligently perpetuated, harassment in the form of a protracted monitoring program that aimed to intimidate me by stalking me at my 13 residence and at various other locations in Manhattan and Queens. Among other things, this monitoring program 14 included the services of the Law Offices of James G. McCarney, whose agent, Karina Podkladneva, contacted me over a dating app to 15 arrange for a date. (Paul Hastings has denied having any dealings with the Law Office of James G. McCarney in relation to my matter) During the date, Ms. 16 Podkladneva asked me strange questions about my time at Paul Hastings, including whether I had any wild stories about my time at Paul Hastings. She then entered my 17 apartment under false pretenses and continued with the invasive 18 questioning, asking whether or not I had ever taken drugs or drug paraphernalia to the premises of Paul Hastings and whether I am a homosexual. 19 20 21 22 23 24 25 26 27 -4- Complaint — 28 Date Filed: April 25, 2019 Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 294 of 351 Page ID #:794 Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 295 of 351 Page ID #:795 11:1 -~' .~~ ^ O~

t ~1 {323) 447-2581

iMessage Fri, Aug 24~ 11:0$ AM

Hs Andrew. It's Ashley Kelloff. I left you a Wm this morning. My flight is about to take off. i land t 4: pm ET. Would you be able to talk then?

(Sorry it`s Friday afternoon!

Oh dear. I`m so sorry.(hope everything is ak. #'ll be fln ET time all of next week so t~thcnc~~~cyr Mini i pro faolinn Ftri ~r "` Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 296 of 351 Page ID #:796 11:10 -~ .~~€ ~ ~~

+1 (323} 447-2581

~h dear. !'m sa sorry. f hope every~h4ng is ok, I`!t be on ET time all of next week so whenever you are feeling better gave me a call.

Note my flight is delayed due to a passenger who heard a noise?! Talk to yc~u sawn, Ashley

~~h{e~kelioff ~a ,~hastings.co m

I thought you vueren`t supposed to b~ communicating ~t~h mP? ,, Q~ ~'~ 1~ Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 297 of 351 Page ID #:797

11:1Q -~ .~11 ^~'

i +1 (323} 447-2581

thought you weren't supposed to be communicating with me? I'm happy to cha#? ~`II be at the gate for hours

Then you should rest C~~~ me next week

I'm fia~lvwring up on a conversation yQu had with Cheryl Sabin Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 298 of 351 Page ID #:798

11:'10 ~ ~~1~ A ~~ < o +1 (323) 447-2581

I`m following.up on a conversation yvu had with Cheryl Saban

just tried tv cali you. It went #a vane mail

I`m trying tv abide by your request of riot bothering you today. You said you didn`t beef weN and v~rere under ~ great dea! of stress. We pan talk ctn Mt~nday or now. Qr really F~enever you are fieeling better and are up for it My role is tv be your advocate

• ...... - -. .

~!+~ ~~ ~~ ~ .r~ ,,, Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 299 of 351 Page ID #:799

11:10 -9' .~~ ^^ CO'

+1 (323) 447-2581

don`t think it's that straightforward

Yes it ~s.

Arid # certainl~r haven't spoken to you yet

To hear what you have fia say

Good Day.

Ok. Have a nice day. I hope you feel better Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 300 of 351 Page ID #:800 1'~~')0~ .~~ ~ Cl~

i +7 (323} 447-2581 _ _

~ ~~~II u~ ~!.

~k. Have a nice day. I hope you feel be#ter

Mon, Aug 27, 1~:Q5 PM

Hello Andrew. Are you feeling ~eiter~ Would you like to chat?

1 hope you are feeling Metter. Your last day of empi~yment was last weds+ 8J22~ however, we here put you on an unpaid (save of absence until Friday,. 8/31. tv allow us time to follow up vn the transitit~n agreerr~~nt. Can we chat earlier than $#gym or tarrtarrow marr~i~g?' If not i`I! make myself available ~t~~m.

Tonight. Thanks Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 301 of 351 Page ID #:801

disp~~t~ your ch~racteri~~tiQn. LJnd~r our emp~oyr~en~ agreement, 1 here ~o be notified of such termination (assuming that was Pail Hastings' intent at the time ofi tie communication). Can you ple~s~ till ~~~ if your ~~~ords reflect I was notified of such a termin~tir~n? Because I assure you, I havejw~s r~Qt.

Tor~norrow morning is fine to talk.

Also, for the record, I never resigned ~i~d I have not been told I ~~ave been fired

In fact, L~.ac end Leslie said the o{~posite whe~~ we spoke I~s~ Thursday

They explicitly said I was not being fired Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 302 of 351 Page ID #:802

1n fact, Luc ,end L~~la~ ~a~~ t~ t~ppasite vvh~n we ~pt~ke last 7hurs~l~y

They explicitly paid I was not being fired

~d I r~n~st still k~e ~n employee

~le~rly the facts waulc~n't suggest I'm anything Qther than than an employee

So please, tell m~ who told you was no lor~~er an employee

They were clearly mistaken.

r~~ust say your inability to res~onc! i~~ a timely man►~er does not inspire cQnfic~en~~.

Hey Ashley, I gc~~ your message. I'm in tl~e middle of something, wi(I you be av~il~ble

~~~~ 4~

.~1~t ~s P~y~'C~ '~ Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 303 of 351 Page ID #:803

11:1a -9 .,~~ ~ o~ < o +1 (323} 447-2581

Mon, Aug 27, 224 PM

T~l!@r AU~ 28~ 1:23 Phll

Yes

Nly farniiy wil(,t~e eating but i can step aut

Sure. It s busy at any dime

~~ear ya

Talk to you soon .- - ~. Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 304 of 351 Page ID 17:10 ~ #:804 .1~~ ^~~ t_._.....,,.t'

i +1 {323 4~7-2581 can step out

Sure. It`s busy at any time ~•

heir y~

Talk to you saQn

.. ~~

V'lied, Aug 2~r 7:2$ AM

Mi Andrew. l'm heeded into the C~~ fl~ice. i`m free between ~~~~}-10~m ET and then I go info a s~r~es of meetings un ,il ~~.~. ~~~PY to ~a~k this mQ~ning or tonight after 8#~m if any a~ those times v~rQrk for you. Asn~ey I'm sorry about my schedule Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 305 of 351 Page ID #:805 Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 306 of 351 Page ID #:806

Hennigan, Andrew 5.

From: Hennigan, Andrew S. Sent: Tuesday, August 7, 2018 3:08 PM To: Hennigan, Andrew S. Subject: Notes from James convo

Federal funds that were deposited at GDB

Holes to fill

Fed gov through EPA allocates money to GDN

EPA 141 million dollars state revolving funds to GDB; GDB doesn't have the money any more; it has about 2/3 of federal funds; also been getting money from other sources; misappropriated money :got 250 million; they are taking all of their cash and giving it for GDB bondholders not going to be using it for a water treatment facility

(1) Look up Federal statutes and regulations; Puerto Rico

It's possible that fed gov, clean water act, guildlines, revolving funds EPA (fed gov may treat as loan)(that makes our argument harder to make)

(2) The beneficiaries of the federal funding have a claim against GDB for the misappropriated federal funds(PR Clean water funds); the Commonwealth is going to assume liability (going to kick in 141 million to actually build the water treatment facility)(James: I would like to treat that as an asurety/abrogogation arrange)(once PR fulfills, the commonwealth is subrogated to the claim that GDB)(do these exist under PR law)

AH:

Andrew 5. Hennigan PA~U L Paul Hastings LLP ~ 200 Park Avenue, New York, NY 10166 ~ Direct: +1.212.318.6612 ~ HASTINESS Main: +1.212.230.7612 ~ Fax: +1.212.319.4090 ~ andrewhenniganCa~paulhastings.com ~ www,paulhastings.com Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 307 of 351 Page ID #:807 Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 308 of 351 Page ID #:808

Hennigan, Andrew S.

From: Newman, Danny Sent: Friday, May 25, 2018 2:17 PM To: Hennigan, Andrew 5. Subject: GDB Complaint Attachments: QE GDB Complaint(135537554_1).nrl; PBA Leases Challenge Complaint(135072702_ 5).docx; Objection to GDB RSA Confirmation(129649124_2).nrl; GDB Revised Fiscal Plan and RSA Overview - 2018 05 18v1.pptx; Revised GDB RSA.pdf

Let's have a call if you have 5 minutes. I would like you to spend 5-10 hours this weekend putting together a complaint to stop the GDB RSA. The PBA is something Shlomo drafted, so you can use the format and background from there. The QE Complaint is a highly confidential doc we got from Quinn Emmanuel to do something similar. Please weave in the arguments and follow its story. The Objection to the RSA is from a long time ago and a previous version of the RSA, but you can use it to see the main arguments we want to make, which are 1. Conflicts of interest ruin this RSA, 2. The Releases are illegal, and 3. There is no justification for the disparate treatment of the commonwealth entities from the bondholders. The ppt presentation also outlines the RSA and the problems we have with it.

Thanks,

Danny Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 309 of 351 Page ID #:809

IN THE UNITED STATES DISTWCT COURT FOR THE DISTRICT OF PUERTO RICO

Fideicomiso Plaza; Aristeia Horizons, L.P.; Canyon Capital Advisors LLC (on behalf of its participating Case No. 17 Civ. clients); River Canyon Fund Management LLC(on behalf of its participating clients); Decagon Holdings 1, L.L.C.; Decagon Holdings 2, L.L.C.; Decagon Holdings 3, L.L.C.; Decagon Holdings 4, L.L.C.; Decagon Holdings 5, L.L.C.; Decagon Holdings 6, L.L.C.; Decagon Holdings 7, L.L.C.; Decagon Holdings 8, L.L.C.; Decagon Holdings 9, L.L.C.; Decagon Holdings 10, L.L.C.; GoldenTree Asset Management LP; Pandora Select Partners, L.P.; SB Special Situation Master Fund SPC, Segregated Portfolio D; Scoggin International Fund Ltd.; Scoggin Worldwide Fund Ltd.; Taconic Master Fund 1.5 L.P.; Taconic Opportunity Master Fund L.P.; Tilden Park Investment Master Fund LP; Whitebox Asymmetric Partners, L.P.; Whitebox Institutional Partners, L.P.; Whitebox Multi-Strategy Partners, L.P.; and Whitebox Term Credit Fund I L.P.,

Plaintiffs,

v.

The Financial Oversight and Management Board for Puerto Rico; The Government Development Bank of Puerto Rico; the Puerto Rico Fiscal Agency and Financial Advisory Authority; Ricardo Rossello Nevares, in his official capacity; Gerardo Jose Portela Franco, in his official capacity; Christian Sobrino Vega, in his official capacity; Alberto C. Rodriguez Perez, in his official capacity; Gabriel Olivera Magraner, in his official capacity; Rafael L. Rovira Arbona, in his official capacity; Jose B. Carrion III, in his official capacity; Andrew G. Biggs, in his official capacity; Carlos M. Garcia, in his official capacity; Arthur J. Gonzalez, in his official canacity: Jose R. Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 310 of 351 Page ID #:810

Gonzalez, in his official capacity; Ana J. Matosantos, in her official capacity; David A. Skeel, Jr., in his official capacity; Natalie Jaresko, in her official capacity; Jorge L. Padilla, in his official capacity; Matthew Karp, in his official capacity; and David Pauker, in his official capacity,

Defendants.

COMPLAINT FOR DECLARATORY JUDGMENT AND INJUNCTIVE RELIEF Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 311 of 351 Page ID #:811

INTRODUCTION

~; ~ ~, ,

_..~.~...::.~:.~.._,:.~..:.:..:..:.: ,:~:._~,.~:...~:..,:,..:.~• ...... :...... R,,.,.~.~,....,~..~.,.. e~e~~:s.~eeerls!~~a

.. r ► ~ M _

1 _ . _ 1 ... ! ! 1

~ ~

~ ~ ~

_ ~ i .. ! ,

r

~ ~ ~ ~ ~ ~ r ~ 1~[51~~~I~~f

7` y 7 a ..

.c ,

t~\~11~~~~~~~1~~~l~~lR~1~~~T~~~~~l~f ~l~l/1t+~`R~f~~~~~I~~S~lG~~1~0~1 ~~~/~~t~1\1~~~~1~~.~\~1~1~1!S~~~R9 ~R

1

b ~ ~ Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 312 of 351 Page ID #:812

..~~1. '~

. .

PRAYER FOR RELIEF

-1-~-:~. WHEREFORE, the COFINA Senior Bondholders' Coalition respectfully

requests that the Court enter judgment against the defendants as follows:

a. Declaring that the GDB RSA, the GDB Qualifying Modification, and the Oversight

Board's certifications of those instruments constitute unlawful applications of

PROMESA section 601 and/or are manifestly inconsistent with that section;

b. Declaring that any application filed pursuant to PROMESA section 601(m) would fail

to engage the court's jurisdiction, and that any order entered pursuant to such an

application would be an impermissible advisory opinion;

c. Enjoining the Defendants from seeking approval of, enforcing, implementing, or

otherwise taking any action to effectuate the GDB RSA and/or the GDB Qualifying

Modification; and

d. In the alternative, declaring that the GDB RSA and/or the GDB Qualifying

Modification are not "full, final, complete, binding and conclusive" with respect, or

as applied, to Plaintiffs or COFINA.

34 Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 313 of 351 Page ID #:813

DATED: April [X], 2018

Respectfully submitted, REICHARD & ESCALERA QUINN EMANUEL URQUHART & SULLIVAN,LLP

By : /s/Rafael Escalera Susheel Kirpalani(pro hac vice pending) Rafael Escalera [email protected] USDC No. 122609 [email protected] Daniel Salinas USDC-PR 224006 Sylvia M. Arizmendi danielsalinas@quinnemanuel. com USDC-PR 210714 [email protected] David Cooper (pro hac vice pending) [email protected] Fernando Van Derdys USDC-PR 201913 Eric Kay (pro hac vice pending) [email protected] [email protected]

Carlos R. Rivera-Ortiz Kate Scherling (pro hac vice pending) USDC-PR 303409 [email protected] [email protected] Darren M. Goldman (pro hac vice pending) Gustavo A. Pabon-Rico [email protected] USDC-PR 231207 [email protected] Zachary Russell(pro hac vice pending) [email protected] 255 Ponce de Leon Avenue MCS Plaza, 10th Floor 51 Madison Avenue, 22°d Floor San Juan, Puerto Rico 00917-1913 New York, New York 10010-1603

35 Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 314 of 351 Page ID #:814 Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 315 of 351 Page ID #:815

Hennigan, Andrew 5.

From: Hennigan, Andrew S. Sent: Friday, July 27, 2018 3:07 PM To: Newman, Danny; Grogan, James T. Cc: Bassett, Nicholas Subject: Email Memo on Deposit Accounts and Loans re Title VI Attachments: Portilla v. Banco Popular, 75 DPR 100 (P.R. 1953).pdf; Santos de Garcia v. Banco Popular, 172 DPR 759 (P.R. 2007).pdf; 4661 Obligation to keep and return thing.pdf; 4511 Contract of loan defined commodatum as gratuitous loan as gratuitou....pdf; LPRA Chapters 82 and 82A.PDF; Autonomous Municipality of San Juan v. Fin. Oversight &.pdf; In re Moreggia &Sons, Inc., 852 F.2d 1179 (9th Cir 1989).pdf; In re Melendez Perez_ 2014 Bankr. LEXIS 3069.pdf; Werthen v. Werthen (In re Werthen), 329 F.3d 269.pdf; Hanckel v. Campbell (In re Hanckel), 2015 U.S. Dist. LEXIS 154905.pdf; In re Moore, 290 B.R. 851.pdf; City of Olathe v. KAR Dev. Assocs. (In re KAR Dev. Assocs., L.P.), 180 B....pdf; Field v. Mans, 516 U.S. 59.pdf

Danny and James,

have fleshed out my previous email where I commented on some of the weaknesses of Judge Swain's argument in footnote 7 from in Autonomous Municipality ofSan Juan v. Fin. Oversight & Mgmt. Bd., 2017 U.S. Dist. LEXIS 160964, *15 (D.P.R. 2017).

Based on the reasons provided below, I would (humbly) advise not to concede that "deposit accounts" are "Bonds" for the purposes of Title VI. At the very least, Judge Swain's argument contains significant flaws that, if properly identified, will place the proposition that Congress intended that trust deposit accounts should be subject to Modification under Title VI on shaky ground.

To begin with footnote 7, Judge Swain states in dicta

Puerto Rico law treats bank deposits as loans by the borrower to the bank. Santos de Garcia v: Banco Popular, 2007 TSPR 221, 172 D.P.R. 759, 774, 2008 Juris P.R. 13(2007). Deposits thus fall into the broad category of "bonds" that can be restructured under Title VI of PROMESA. See PROMESA section 5(2)(defining "bond"(sic] to include, inter alia, loans "or otherfinancial indebtednessfor borrowed money. .. of which the issuer, obligor, or guarantor is the territorial government.

Id

think there are four major weaknesses in Judge Swain's argument.

First, whether something qualifies as a "Bond," as defined by section 5 is a matter of federal law, not state law. As recognized by the First Circuit in Werthen v. Werthen when it construed section 523(a)(5) of the bankruptcy code,"we are concerned here only with the meaning of the terms...which is a matter of federal bankruptcy law." Werthen v. Werthen (In re Werthen), 329 F.3d 269, 272-73 (1st Cir. 2003)(observing that "federal courts have been unwilling to treat the label applied by... divorce courts as controlling for Bankruptcy Code purposes"); In re Melendez Perez, 2014 Bankr. LEXIS 3069, at *13-14 (Bankr. D.P.R. July 16, 2014)("The issue of whether certain types of obligations qualify as support or as part of a property settlement within the meaning of the Bankruptcy Code is one within the province of federal bankruptcy law, not of state law."); accord In re Moreggia &Sons, Inc., 852 F.2d 1179, 1182 (9th Cir.1988) Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 316 of 351 Page ID #:816 We acknowledge that the agreement qualifies as a lease under California state law. However, not every interest that might aualifv as a lease under state law is subject to the automatic rejection provision ofsection 365. Our analysis of the Bankruptcy Code and the legislative history and purpose ofsection 365(dJ(4) convinces us that the appropriatefocus is on thefederal law purposes ofSection 365(d)(4J and the economic realities of this particular arrangement.

(emphasis added); and In re PCHAssocs.,804 F.2d 193, 200(2d Cir. 1986)("We look to the economic realities of the lease and not to the labels applied by the parties to determine the true nature of a transaction.")(internal citations omitted). In addition, there does not appear to bean instance where a federal court has held that a term used in the Bankruptcy Code is defined by state law.

Of course, bankruptcy courts regularly resort to state law, but only to determine whether the nature and status of a collection of rights/obligations meet the conditions of qualification for bankruptcy. See e.g., In re Moore, 290 B.R. 851, 859-60 (Bankr. N.D. Ala. 2003)(recognizing that, under § 541,"what is property of the estate for purposes of bankruptcy laws...is a question of federal law while what property interest...possessed at the commencement of a bankruptcy case are, absent a controlling federal law to the contrary, created and defined by state law.).

To illustrate by way of example, under § 365 of the Code, a debtor may assume or reject an "executory contractor unexpired lease." Further, the case law shows that it is well established that federal law determines the requisite conditions to qualify as an "executive contract' under § 365. A bankruptcy court does not, by contrast, look to state law to determine the meaning (i.e., conditions of qualification) of "executive contract." The meaning of "executory contract" adopted by federal courts is provided by the Countryman test, which states

A contract which the obligation of both the bankrupt and the other party to the contract is sofar clearly unperformed thatfailure of either to complete performance would constitute a material breach excusing the performance of the other.

Thus, under federal law, a contract is an "executory contract" in which performance remains due to some extent on both sides and if one party were not to complete performance — in material breach of the contract —the other party would be excused from further performance.

Accordingly, federal courts will look to state law to determine whether the degree of performance remaining at breach constitutes a material breach. See e.g., Hanckel v. Campbell(In re Hanckel), 2015 U.S. Dist. LEXIS 154905, at *13(D.S.C. Mar. 10, 2015)("While federal law defines the term executory contract, whether a party's failure to perform its remaining obligations would give rise to a 'material breach' excusing performance by other party is a question under state contract law.")(internal quotations omitted).

But this is not to say "material breach" is defined by state law, it too (like "executory contract") is defined by federal law. See e.g., Butler v. Resident Care Innovation Corp., 241 B.R. 37, 43(D.R.1.1999) ("[B]ecause identifying an executory contract under the Countryman definition requires an analysis of whether there is substantial performance left on both sides, this Court believes that it can be helpful to look to applicable state contract rules for guidance in determining the materiality of the breach. However, this Court is not bound by such state law.")(emphasis added); accord City of Olathe v. KAR Dev. Assocs. (In re KAR Dev. Assocs., Ltd. P'ship), 180 B.R. 629, 636(D. Kan. 1995)("Congress intended § 365(d)(4) to apply only to 'true' or `bona fide' leases, and that the characterization is not controlled by state law.").

To further illustrate, say (hypothetically) the Supreme Court of State X held that failure to install a brass door knock on the front door of a bargained for developed house constitutes a "material breach" excusing the buyer from paying the purchase price, even though almost all courts would hold that such a failure to perform would be a "minor breach." Obviously, a bankruptcy court would not be bound to find that the contract to build the house is an executory contract because, after building the house, the builder failed to put a brass door knock. Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 317 of 351 Page ID #:817 At any rate, to draw the parallel to PROMESA,"Bond" is to "executory contract" as "loan" is to "material breach." That is to say,just as a bankruptcy court is not bound to how a state defines "material breach" as it relates to an "executory contract," a bankruptcy court is not bound by how state law defines ~~loan" as it relates to a "Bond" under PROMESA.

Second, and somewhat relatedly, Judge Swain conflates the meaning of the term "loan" under federal law with the meaning of the term "loan" under state law. By using the term "loan" in more than one sense, she commits the fallacy of four terms(Quaternio Terminorum), which enforces the rule that a syllogism may only have three terms to be true. Why this is problematic becomes clear when you break down her categorical syllogism:

(1) "BOndS"[PROMESA] >_ "lt~ns" ~P~QM~A~

(2) "loans" [PR Law] _ "deposit accounts"[PR Law]

(3) Therefore,"deposit accounts" [PR Law] _ "Bond"[PROMESA]

For the conclusion to be true, the middle term {i.e., "ices"~PRQM tj) in the major premise (#1) must match the middle term in the minor premise (#2). But here, they do not match since Judge Swain uses it in two senses and, thus, there is noapples-to-apples comparison of the term "loan" that warrants a valid conclusion. Further, Judge Swain's use of the term "loan" in two senses also commits the fallacy of equivocation (as its name suggests).

Third, although "Bond" has a broader meaning than its common law meaning, there is no apparent reason to believe that Congress intended the term "loan" under § 5(2) to have a broader meaning than its common law definition. Nor is there any reason to believe that Congress intended that "loan" would carry the same meaning as "loan" under PR law (as assumed by Judge Swain). For starters, Congress chose not to add the phrase "deposit accounts" in the definition of "Bond" under § 5(2). See Cent. States v. John R. Concrete & Supply Co., 2014 U.S. Dist. LEXIS 141573, at *14-15 (E.D. Mich. Oct. 6, 2014)("Nothing is to be added to what the text states or reasonably implies...That is, a matter not covered is to be treated as not covered."). If Congress intended such a major departure from the common law understanding of loan, it would have said so. See Czyzewski v. Jevic Holding Corp., 137 5. Ct. 973, 984(2017) (recognizing that, in interpreting the Bankruptcy Code, when Congress intends on making "a major departure ...[i]t does not, one might say, hide elephants in mouseholes"); see also Puerto Rico v. Franklin Cal. Tax-Free Tr.,136 S. Ct. 1938, 1947(2016) (reasoning that if Congress intended to exclude Puerto Rico for the purposes of the preemption provision of § 109(c), it would have explicitly said so).

So did Congress intend that ~~loan" would mean "deposit accounts"? Supreme Court precedence says no. There are ample Supreme Court cases that say that, if Congress does not define a term under the Code, you provide that term with its common law meaning. See e.g., Field v. Mans, 516 U.S. 59,69,116 S. Ct. 437,443 (1995) (recognizing "[i]t is ...well established that'where Congress uses terms that have accumulated settled meaning under ...the common law, a court must infer, unless the statute otherwise dictates, that Congress means to incorporate the established meaning of these terms"). Just to be clear, the Supreme Court referred to "the common law" in a monolithic sense, not in sense of the common law deriving from a particular State (or here, territory). See e.g. Id. at 72-75

These authoritative syntheses surely spoke (and speak today)for the prevailing view of the American common- lawcourts. Of the 46 States that, as of November 6,1978(the day the Act became IawJ, had articulated the required level of reliance in a common-law fraud action, 5 required reasonable reliance, 5 required mere reliance in fact, and 36 required an intermediate level of reliance, mostfrequently referred to as justifiable reliance. Following our established practice offinding Congress's meaning in the generally shared common law when common-law terms are used withoutfurther specification, we hold that§ 523(aJ(2J(A) requires justifiable, but not reasonable, reliance.

). Therefore, the fact that PR law may view deposit accounts as "loans" does not mean that Congress intended to use the term to include deposit accounts and, a fortori, it does not mean that what Congress meant "Bonds" would include deposit accounts. Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 318 of 351 Page ID #:818

Moreover, arguments can be made on the basis of the canons of construction ejusdem generis("Where general words follow an enumeration of two or more things, they apply only to persons or things of the same general kind or class specifically mentioned")and noscitur a sociis ("Associated words bear on one another's meaning") to constrain the meaning of "Bond" under § 5(2), providing

(2J BOND.—The term "Bond" means a bond, loan, letter of credit, other borrowing title, obligation of insurance, or otherfinancial indebtednessfor borrowed money, including rights, entitlements, or obligations whether such rights, entitlements, or obligations arisefrom contract, statute, or any other source oflaw, in any case, related to such a bond, loan, letter of credit, other borrowing title, obligation ofinsurance, or other financial indebtedness in physical or dematerializedform of which the issuer, obligor, or guarantor is the territorial government.

(emphasis added). Specifically, the canon of ejusdem generis suggests that the phrase "or other financial indebtedness" excludes the possibility of "loan" including atrustee-beneficiary relationship. Similarly, the canon of noscitur a sociis would similarly constrain the meaning of "loan" by excluding relations not based on financial indebtedness, such as the trustee-beneficiary relationship, because the terms "bond...letter of credit, other borrowing title, obligation of insurance all denote a relationship based on financial indebtedness.

Fourth, the case that Judge Swain cites as authority to establish that deposits are treated as loans under Puerto Rico law (Santos de Garcia v. Banco Popular) does not appear to be on point. Santos de Garcia relies on the Civil Code (addressed later) and Portilla v. Banco Popular to establish that deposits are treated as loans under Puerto Rico law. Santos de Garcia v. Banco Popular, 172 D.P.R. 759, 764(D.P.R. 2007).

However, in Portilla, the Puerto Rico Supreme Court held that a statute called "the Bank Law" was inapposite in a controversy between a private bank (Banco Popular) and a checking account depositor. Portilla v. Banco Popular, 75 D.P.R. 100, 113 (D.P.R.1953). The Portilla court reasoned that the Bank Law was "limited to regulating the legal- administrative aspect of banks, in relation to their organic requirements and the public interest rules governing the same" and did not, on the other hand, regulate the "contracts and private relations" at the heart of "the nature of the relationship or legal link between a [private] bank and a depositor or account holder...." Portilla, 75 D.P.R. at 113 (emphasis added); see also Santos de Garcia v. Banco Popular, 172 D.P.R. 759, 771-72 (recognizing that "the Puerto Rico Bank Act only regulates the administrative/legal aspect of banks and not the relationship between the bank and depositors.").

Further, the Portilla court cited Articles 1631 and 1668 of the Civil Code as the statutory authority for the proposition that deposit accounts are treated as loans. Respectively, Article 1631 defines "a contract to loan" and Article 1668 provides the obligation of a bailee "to keep the thing, and when required, to return it to the bailor[.]"

So Portilla and Santo de Garcia appear inapplicable for two reasons.

First of all, those cases dealt with private banks and "contracts and private relations" as distinguished by the Portilla court. See Portilla, 75 D.P.R. at 113;see also Santos, 172 D.P.R. at 771, 773 (recognizing that the Bank Act was not applicable because "[t]he law excludes the contractual regimen and its arivate relationships from its scope" and the "Bank [A]ct does not acknowledge or establish an individual or rivate cause of action").

Here, we are dealing with GDB's authority as trustee of deposit of public funds vis-a-vis the "legal-administrative aspect of [the GDB], in relation to [its] organic requirements and the public interest rules governing the same." Indeed, Puerto Rico has specific statutes defining the nature of the relationship between the GDB and depositors of public funds. See generally Chapter 82 Investment of Public Funds and Chapter 82A Trusts for the Investment Needs of the Government of Puerto Rico. These statutes categorically define the GDB as a trustee of invested public funds and endows such trusts with a public policy purpose. See 7 L.P.R.A. §§ 1281,1282,1283. Moreover, Chapter 82 and 82A apply to all investments made by the GDB and all other Commonwealth entities using public funds(except those that would affect Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 319 of 351 Page ID #:819 obligations predating its enactment on Aug. 3, 1995). See 7 L.P.R.A. § 1262 (limiting the investment of public funds to "only" those made under guidelines promulgated pursuant to Chapter 82).

And second of all, Articles 1631 and 1668 of the Puerto Rico Civil Code deal with contracts to loan and the obligation imposed on bailees to bailors. Here, we are dealing with the nature of the relationship between a trustee and beneficiaries of those deposit accounts, which renders those Articles of the Civil Code, and the cases interpreting them, inapplicable.

So it is quite clear that Portilla and Santos de Garcia are not on point because, here, there are statutes directly on point that define the nature of the relationship between the GDB and depositors of public funds. That relationship is one of trustee-beneficiary. To the extent that Portilla provides any guidance, it actually supports a finding of a trustee- beneficiary relationship, since it distinguishes between laws governing "public interest rules" and "those involving contracts and private relations." Portilla, at 113 ;accord Santos de Garcia, 172 D.P.R. at 771-72 (distinguishing between the "Puerto Rico Bank Act [which] only regulates the administrative/legal aspect of banks and...the relationship between the bank and depositors.").

So based on the foregoing reasons, it appears advisable not to concede Judge Swain's argument in footnote 7 that deposit accounts are treated as loans under Puerto Rico law and therefore (theoretically) subject to Modification under Title VI.

Please find immediately below some of the more material statutes referenced to herein. Please also see attached and let me know if you have any additional questions.

Thank you, Andrew

• 7 L.P.R.A. § 1281 § 1281 Creation o The Secretary of the Treasury as trustor and the Government Development Bank for Puerto Rico as trustee, are hereby authorized to create one or more trusts for the investment of the public funds of the Government of Puerto Rico and of all the agencies, municipalities, public corporations and other public instrumentalities and political subdivisions of the Government of Puerto Rico."; 7 L.P.R.A. § 1282 Statement of public policy o It is hereby resolved and declared, to be the public policy of the Government of Puerto Rico, that the purposes for which the creation of public funds investment trusts is hereby authorized, are public purposes for the benefit of the People of Puerto Rico, and that the exercise of the powers conferred under this chapter constitute compliance with essential government functions. o It is further provided that it is of public interest the creation of uniform investments policies for the government entities that constitute the framework which allows the development of investment vehicles which respond to their specific and particular needs, so that the efficiency and profitability of the investment of public funds is increased. o Said investment policy shall highlight, as its primary objective, the preservation of the funds invested, competitive market yields, high levels of liquidity and a greater efficiency in the administration of funds. 7 L.P.R.A. § 1283 Faculties and powers (emphasis added) o The Government Development Bank for Puerto Rico, in its capacity as trustee of each one of the trusts created pursuant to this chapter, shall have the following powers and faculties: ■ (1) All those powers and faculties that are expressly conferred to the trustee in the document through which each trust is constituted, subject to §§ 25412581, inclusive, of Title 31. ■ (2) To sue and be sued as trustee and in representation of each trust. 7 L.P.R.A. § 1286 Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 320 of 351 Page ID #:820 o Any trust for the investment of public funds created pursuant to this chapter shall bean instrumentality of the Government of Puerto Rico.

Andrew S. Hennigan PAUL Paul Hastings LLP ~ 200 Park Avenue, New York, NY 10166 ~ Direct: +1.212.318.6612 ~ H ASTlNE3S Main: +1.212.230.7612 ~ Fax: +1.212.319.4090 ~ andrewhennigan paulhastings.com ~ www.pau I hasti ng s.com Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 321 of 351 Page ID #:821 Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 322 of 351 Page ID #:822

Andrew S. Hennigan, Esq. 4610 Crane Street, Apt. 818, Long Island City, NY 11101 (917)520-9005 ~ [email protected]

January 29, 2019

Mr. Rick Antonoff Blank Rome LLP 405 Lexington Avenue New York, NY 10074

Dear Mr. Rick Antonoff,

I write to politely request consideration for placement as a restructuring associate at Blank Rome. I believe my particular brand of experience and expertise makes me an excellent candidate for the position.

By way of background,I served as judicial clerk for Bankruptcy Judge Robert D.Drain in the Southern District of New York during the 2016-2017 term. Among other things, my duties included the preparation of bench memoranda, drafting opinions and participating in court and mediation proceedings. Following the clerkship, I went to work as a restructuring law associate in Paul Hastings' New York office.

My practice at Paul Hastings focused on the firm's representation of the Official Committee of Unsecured Creditors (the "Creditors' Committee") in the Tide III restructuring of the Commonwealth of Puerto Rico and its various instrumentalities, in addition to the Tide VI collective creditor proceeding initiated by Puerto Rico's Government Development Bank. Among other things, I substantially contributed to the production of key memoranda, briefs submitted to the Title III and Tide VI courts, and correspondence exchanged between the Creditors' Committee and other significant parties, including the Commonwealth and the statutorily created Oversight Board.

Moreover, I gained valuable experience working on certain complex "mega" cases. More specifically, I produced significant legal research and analysis as part of the firm's representation of the debtor in the post- bankruptcy proceedings of Vanguard Natural Resources LLC. In addition, I contributed to the firm's representation of the Royal Bank of Canada, as agent for the pre-petition lenders and DIP lenders, in the chapter 11 restructuring of GST AutoLeather, Inc.

In the academic sphere, my article "T'he Shareholders' Right to Elect the Boaxd of Directors During Reorganization" was published in the June 2018 edition of Norton Journal of Bankruptcy Law and Practice. Looking forward,I am currently working on an article about bankruptcy law and language due to be published in its August 2019 edition. Furthermore, I expect to receive an LL:M. in Corporate Bankruptcy from St. John's University School of Law upon defense on my thesis, which analyzes the protean treatment of oil and gas leases under section 365 of the Bankruptcy Code.

I welcome the opportunity to discuss this position with you and hope you would grant me an interview to further express my interest and qualifications in person. I may be reached at (91'~ 520-9005.

Thank you,

Andrew S. Hennigan, Esq. NY Bar ID No. 5625579 Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 323 of 351 Page ID #:823

~~ ,~,

f..

►:oyal~ Arun# Andrew S.l~ennigan, Esq. ■ u~ Corporate Restru+ctunng Attorney Soo cc~st~ct ~o Greater Los ~Ar~g~es Area ~, Ste (60Q+)

As poked abo~re~ E am a corporate restructuring attorney. My article, the u~arehalc~rs' Right i~a Elect the Board of [7irectars During Reorg~izationr' was p~ubfished in the June 2Q18 edition of Ncxt+~ `kaumal of B~knaptcy Law and Practice. I am currently v~rking on an a~tic~e an I~ankruptcy law and 1...

~11~uni mt~re ..~ Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 324 of 351 Page ID #:824 Andrew S. Hennigan, Esq. 928 W. Huntington Drive, Apt. 21, Arcadia, CA 91007 (917)520-9005 ~ [email protected]

BAR ADMISSIONS Licensed in the State of New York. Qualifying UBE score for transfer admission to the State of Massachusetts Bar.

EDUCATION ST. JOHN'S UNIVERSITY SCHOOL OF LAW,New York, New York LL.M. in Bankruptcy, Expected December 2019 Honors: 2016 Richard Lieb Bankruptcy Scholar Recipient, Dean's Merit Scholarship

UNIVERSITY OF OREGON SCHOOL OF LAW,Eugene, Oregon J.D., May 2015 Honors: Associate Editor, Oregon Review ofInternational Law

LOYOLA MARYMOUNT UNIVERSITY, Los Angeles, California B.A. in History, May 2007 Honors: Inducted into Theta Alpha Kappa Honors Society

LEGAL EXPERIENCE PAU[. HASTINGS LLP,New York, New York Corporate Restructuring Attorney, October 2017 —September 2018 Prepared legal memoranda and court pleadings in the Title III restructuring of the Commonwealth of Puerto Rico, the largest governmental bankruptcy in U.S. history. Wrote the first draft of complaint against Puerto Rico's Government Development Bank, challenging the modification of billions worth of debt. On the debtor side, worked on Vanguard Natural Resources' chapter l 1 proceeding in the oil and gas space. HONORABLE ROBERT D. DRAIN, U.S. BANKRUPTCY COURT,SOUTHERN DISTRICT OF NEW YORK, White Plains, New York Judicial Clerk, January 2015 —May 2015 Duties included providing legal research, preparation of bench memoranda prior to hearings and trials, preparation of draft orders and opinions, maintenance of court calendar deadlines, and frequent court attendance. HONORABLE FRANK R ALLEY AND HONORABLE THOMAS M.RENN, U.S. BANKRUPTCY COURT,DISTRICT OF OREGON,Eugene, Oregon Extern, January 2015 —May 2015 Drafted case summaries and bench memoranda. Advised judges in preparation for hearings.

PROFESSOR CARL BJERRE,UNIVERSITY OF OREGON SCHOOL OF LAW,Eugene, Oregon Research Assistant, May 2014 —May 2015 Conducted research related to secured transactions and security investments pursuant to Article 8 & 9 of the U.C.C. as well as applicable securities regulatory law.

PROFESSOR ANDREA COLES-BJERRE,UNIVERSITY OF OREGON SCHOOL OF LAW,Eugene, Oregon Research Assistant, May 2013 —May 2015 Conducted research related to bankruptcy law, executory contracts, LLCs, general partnerships and the theoretical framework of state and federal jurisdiction.

PUBLICATIONS

SHAREHOLDERS' RIGHT TO ELECT BOARD OF DIRECTORS DURING REORGANIZATION: AGENEALOGY Norton Journal ofBankruptcy Law and Practice, 27 No. 3 J. Bankr. L & Prac. NL Art. 3(June 2018).

WHEN REJECTION OF TRADEMARK AGREEMENT BY LICENSOR MAY TERMINATE LICENSEE RIGHTS POST-MISSION PRODUCTS Norton Journal ofBankruptcy Law and Practice, publication date December 2019. Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 325 of 351 Page ID #:825 Andrew S. Hennigan, Esq. Corporate Restructuring Attorney Greater Las Angeles Area

Summary

As noted above, I am a corporate restructuring attorney. My article, the "Shareholders' Right to Elect the Board of Directors During Reorganization," was published in the June 2018 edition of Norton Journal of Bankruptcy Law and Practice. I am currently working on an article on bankruptcy law and language due to be published in its April 2019 edition.

Experience

Paul Hastings Restructuring Attorney at Paul Hastings LLP ~ New York October 2017 -September 2018 (1 year) Greater New Park City Area Corporate, Restructuring Group. My practice at Paul Hastings primarily concerned Paul Hastings' representation of the Official Committee of Unsecured Creditors in the Title III financial restructuring of the Commonwealth of Puerto Rico, along with its instrumentalities HTA, ERS, and PREPA, representing approximately $74 billion in bonded debt and $49 billion in unfunded pension liabilities.

In addition, my brief included the representation of Vanguard Natural Resources LLC in the oil and gas space.

U.S. Bankruptcy Courts Bankruptcy Clerk for the Honorable Robert D. Drain December 2016 -September 2017(10 months) Southern Qistrict of New Yark Duties included providing legal research, preparation of bench memoranda prior to hearings and trials, preparation of draft orders and opinions, maintenance of court calendar deadlines, and court attendance during hearings and trials.

U.S. Bankruptcy Courts

Page 1 of 2 Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 326 of 351 Page ID #:826

Judicial Extern for Chief Judge Frank R. Alley and Judge Thomas M. Renn January 2015 -May 2015(5 months) Eugene, Qregon Researched, drafted bench memoranda and judicial notes, attended hearings and chambers conferences, and generally participated in routine operations of the court.

University of Oregon School of Law Research Assistant under Professor Carl S. Bjerre, Member of the U.C.C. Permanent Editorial Board May 2014 -May 2015(1 year 1 month) Conducted research related to secured transactions and security investments pursuant to Article 8 8~ 9 of the U.C.C. as well as federal broker-dealer regulations.

University of Oregon School of Law Research Assistant under Professor Andrea Coles-Bjerre June 2013 -May 2015(2 years) Conducted research pertaining to Federal Bankruptcy law, executory contracts, LLCs, and general partnerships.

Conducted research pertaining to federal and state jurisdiction.

Education

Loyola Marymount University Bachelor of Arts (B.A.), History

San Marino High School

St. John's University School of Law Master of Laws (LL.M.), Corporate Bankruptcy

University of Oregon School of Law Doctor of Law (J.D.), Bankruptcy, Commercial Law

Page 2 of 2 Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 327 of 351 Page ID #:827

"Oregon Law offers the best business law education for the tuition, bar none."

Andrew Hennigan, JD '15 Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 328 of 351 Page ID #:828

The Shareholders' Right to Elect the Board of Directors During Reorganization: AGenealogy By Andrew S. Hennigan" 1. Introduction For the better part of a century, bankruptcy courts have upheld the state law right of shareholders to call a shazeholder meeting to elect the board of directors during the pendency of a reorganization proceeding absent "cleaz abuse."' This azticle will walk through the Second Circuit case law that cemented this "well settled" right2 as a fixture of reorganization practice, garnering wide-spread, if not universal, acceptance among courts3 However, the main thrust of this article focuses on what constitutes "clear abuse," as this appears to be a classic example where the exception governs the rule. Notwithstanding its vintage and popularity, the ambiguity inherent in the term "clear abuse," irony and all, has generally caused courts considerable difficulty in identifying what precisely constitutes "clear abuse."` The purpose of this article is thus two-fold:(1) to describe the winding evolution of the exercise of the Shareholders' Right; and (2) to propose a clear and meaningful framework that will aid courts and practitioners when grappling with this long-established right. 2. The Shareholder's Right (a) Source of Right As just alluded to, bankruptcy courts generally allow shareholders to exercise their state law right to hold a shareholder meeting to elect a new board of directors during the pendency of a chapter 11 reorganization.5 The underlying state right may arise from state statute,6 agreement,' or corporate bylaw.e In New York, for example, the stockholder's right to vote is considered "inherents9 and "fundamental."10 As explained in a 1930 Court of Appeals decision, ft is well established that a stockholder has an inherent right to a proportionate share of new stock issued for money only and not to purchase property for the purposes of the corporation or to effect a consolidation and that while he can waive that right, he cannot be deprived of it without his consent except when

Andrew S. Hennigan ([email protected]) is a post-bar law clerk at Paul Hastings LLP within its corporate restructuring group and a former judicial clerk of the Honorable Robert D. Drain of the Southern District of New York. The author would like to express his gratitude to Professor Richard Lieb, Editor-in-Chief of the Norton Journal of Bankruptcy Law and Practice, for his sage guidance and support in writing this azticle. The author must also thank his deaz parents, Anne, Kendall, and Steve, as well as his three delight- ful sisters Kate, Mary, and Ella, all of whom are a constant source of support, happiness, inspiration and pride.

OO 2018 Thomson Reuters, Norton Journal of Bankruptcy Law and Practice, No. 3 255 Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 329 of 351 Page ID #:829

n APPL,IC~.TI~?N F4R ADIVQS~~UN TU PRACTICE A~ AN ATTO~iNEY AND Ct~UNS~I,~OR AT-LAS XN T STA~."E OF NEVIYURI FARM AFFIDAVIT.4S T()A~P'PL~GANT' S GOOD MURAL:, CHe~RACTER

7'~Qp $~CTIf.1N ONLY TO BE COMPLETED BY APPLICANT:

NE'~V YORK STATE SiTPIxEME COURT 'PELI.ATE" DIVISIUN.(select)

~I1 ° 7DEP7: ~2~ DEPT: C~ 3~Q DEPT. L +4TH QED

Ill the Maffei' Of thB ~p~sl~atiOU Q€

Andrew Stephen ~iea~ic~az

(mme of ap~rlicairt) BtQ1.E IC3#(wrs aaa~d or}~w wcam~rs ~daM~a~rt Numdet}i for Ad~uission to Fr~~tec~e as an B ], 0 1 3 ~ 7 3 7~ Att~nr~t~y and ~ounselo~st-Lave.

Applicant nnust submit two (2}original good moral character affida~tts as part of an appilcatlon for admisslon (see 22 NYCRR 520.12). The affidavits should be completed by reputable persons who have known applicant for not teas than two y9ars. The aifld~vita should not. be completed by persons who also complete employment affldavths on applfcant'a behaH.The affMavtts should not be completed by peroons associated with applicant's present employer or p~rsnns related to app(Icant by blood or marriage or by other appitcants or by rtteml~ers of the faculty or admin- istrative staff of any law school attended by applicant Preferably, one affidavit should be completed by an aftarney In eood standing. The person completing the affldavtt should return it to the appUca~t, who should file it wltFi and at the same time as his or f~er application for admission questionnaire.

TQ B~ COMPLE'TEQ BY AFFIANT(Sj

STATE(GOUP~tTRY} 8F ~~-~~ ~~ ~""'` -).

CITY dF ,~}~~;

~~ ~fQ l~f.~ ~ G.f"~'-t?. ~ ~ - (n~a of af~a~t) beln~ dn~ ~vr+nrnl, d~egose and suy that tfie answers to the f+ult~►vrGAg gne~#~ns ha~v+e been written b~ me or Bader my direettQa~ that the at~bstance end tie lapgu~ge have been au~ppl ed by me sad noit ~y applfcant ar any other p~rsou and fhat bofh the qu+est~ons and the a~nswer~ have been carefully read b~ me end that the several' an~~rs are true t9tr my ovvn kn~uwl~gc, ~c~ept tL etated to have been made on iafi►rmation cud belief, or w l► ~~ess m op~~oD~ 8t't►d ~s tot thoBB aris~WWP.1t~s T 6e~eve them tc~ be true.

1. My home arsd office addresses Gull m~uiXing addz~ss~es) are affi follows:

`vim ~~~ ainic~ rx~ GO~UhITf~Y(ffnOtUS1Af C~` ~~ __ `~lCo — e~a+rm, ~c~r~ c'~'l'+~" ~ttr I`~ "~/'(~ r cr~ce ,te a s ir. cmr r Town ~ vi~~a~E ~,

STATE ~ t ✓ ZIP♦ ~vun ixT ~~r nor u~sy ~ ..

Appllcaf~~ kx Admi~aion to Prec~ics ~ an A~amey and Gounse9aRat~aw in the 51ete of New York: Fain /rflfdavlt as to AppliaanYs load Marini Ctlatalctiu Revl~itl: 2D14 Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 330 of 351 Page ID #:830

2; Ta lie eomp~et~d only b+~ afflants wl~u are attorn~rs. I am currently admitted to practice and in goad standing in the fotlowir~g jurisdetinn(s) and was so adu~itfeci cm the following dates:

JUR DIG7'YCIN f P kS81 ~►

JURtSDICTf~1N ~ FADMI ION

3. In answer to this question, affiants should prot+ide fie ~CtlloWi tg: (I) the leng`di and nature ~f ant's a~quaa~- tance w #h applicant; (2) affia~t's opuuon as to applicat~'s gamd rnotal character aa~d g oral ~tn~ss `to prat oe law; (3) ttxe basis fQr affiant's v~ nion; (4a any v~r info~mrnat an or facts which aft ~t believes v~ould be h~lp- £~1 in evaluating ~plicant's character and ~ tries to practice -law; and (5) whether at~iant ~ecomm~nds applicant fir admission to ih~ I~T~vv Yark State Baz: ~ ' ~.,~~, ~~} 1 ~t111~0~ C~r~et.~.1 '~a f~'a'~i~ - ;Q~r't L .~-~.~c./~ w~a~i-vt ~#

~ , ~ ~~ ~~~ ~~~ ~. ~~,~f.~..` ~- °~.c ~"_"~ ~lt.~~e.r-r~t dam. '~! ~ ~`.~-~- ~` ~ ~.h ~ ,.,,,~.. ~.~., ~°rr~, F . ~. ~ ~ `~

Date (hMN! DD f YYYIf)

Subscribed aid sworn to c>r affirmed before me this

day of in the y~~ ~0 ~~e A►~~ch~t ~ TA~T~~I~ ~a~~~~~€

Mo#ery Publ[c* (S~n &A#Fi~se~l or stamp.}

If application qusstiannalre is ~wom #o outside the Wnited &tates, its commom~real~rs ter~ftori~s, or pos:essi , and the attesting officer is not a notary pn6pc, at~cb a certificate of the aftestfog officer's authority to aftest to or witness ~e signature of the afflanf In the jurisdic#lon.

IF 7HlS'AFFIDAVIT IS NOT IN ENGLISH, IT MUSfi BE ACCdMPANIED BYA ~ULIf /~lUTHENTlCAT'~D ENfLI~H TRANSI.~4T1C?M.

aPPNc~tbra tc~rI~miseWn ~o Pratte as en A4ta~ey ar~d Courlsekirat -law in the State of tVew lbrk; F~rtn Afl[devh a~ !o AppNe~t's Qaod Moral ChAr+tcter Revleed: 2014 ~ Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 331 of 351 Page ID #:831

A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validi of that document.

State of California County of LOS ANGELES

Subscribed and sworn to (or affirmed) before me on this 4TH day of )UNE , 20 18 , by ********************* ********* CLAIRE BARTELS ******** proved to me on the basis of satisfactory evidence to be the persons) who appeared before me.

S'iEPHANIE L. WARREN Cammissfon # 2097858 -u Notary Publlc - Calitomla D z '~ • Los Angeles County M Comm. Ex Ices Feb 20, 2019 (Seal). Signature Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 332 of 351 Page ID #:832

APPLX~.ATTUI'~1 FOB ADA~~IIISSIDAI"Tf) P~2ACTICE AS AN ATTORNEY A►1~D ~UUNSELURAT -LAW IN THE ~TA1`E OF NEW ~l+(~I T+"UR11~ A~F~►~YIT AS T'O APPLIC.~NT~S LA~~~E~ATED ~MPI,OYMEIVT AND/UR S(3L(1 PRAGTI'E

P` SEC7,~lt N QINL.Y TO BE Ct~MPLE~'ED BY APPLI~CAldT:

~+TEW CORK STATE SUPR~+ME COURT t~FP~LLATE ~IVI~ION: (el~ck acre) ~'1$TDEPT. ~2°~dEPT. ~B~DEPL ~4~D@PT.

In the 1Visi~tet of the Application of

A~d~re`v Stephen Hannigan.

(~~tmc of ~pplleant) BOLE ID# ~NYS BaaM of Law ExamPnars leentlA~an ~+kumbet~}: f~rAdrrn~rslo~ to Pr~ctice a~ an ~ 1, tf 1 3 2 7 ~ 7 Attorney snd Counselor-~tLaw

IN8TRUCT1aN8 por each law-~giated employment ar period of wlo law practlee llatad by applicant on the appltcattan for admission quvstio~nalre sae qu ttnn number 1S), ap}~1lcant must submR this ortginel form affidavit, For m peHad of solo prac- tlt~, this 81Yldavit mu+tf bt completed by an attamey. Unless othet~rEs~ teat feAeib~, thfis ~ffldavt! ehou{d nct bs aom- pieted by persons rotated to applicant by btoad or marriage. 7The parson Compli9ting this form affidavit ehauld rptum tt to thAr ~ppUCan~ who should submit If wiEh and at the same tlm~ as his or her pppllcadon for admiselon quedionn~lre. Note tt► appllaants ap~1y{ng for admisaalon on examination: do not submit an employment alttdavtt for omploymanta t1s~►d Criyour 5~ hour prU bono cotnpflance affidavit ar listed on yaurpro iwno saholara program cornpleUon affidavit (aes inc~vetlons;accompanying question 15 on the appltcatlon for admlxaien que~tlonnalre~.

T4 B~ COA~~'L~T~C~ ~Y AFFIANT(S) STATE (COUNTR7~ 4F New_York -~ ~tJiT1~1T7C O~ N,~ry York ) 5~..

CITY +DF Mew York

I~ `3hlomo M~.~a _ (~nsme of at'fiant~, being ding sworn, dep~a~e and aay~ that i~►e answers to the following querns hive beep wanitten ~ me oir ande~r mV direction; that'the sutla~t~»,+~ and ~ntguxge have n suppll++~id b~ me end uat by =pgll ut ~r spy a#her geraon; and that both the quesi'~on~ sad the ansvv~s h~►c been carefully reed by nn~, sad that they several answers are t~rae to my own kn~avl~dge~ etc Chaise ~tafed W have been made on i~finrmation ~►d belief, ~r which express my c~pi~tan, end sa to those a~ttswers I be~tevc fhem to be tree.

1.My full mailing address is ~s fotlo~vs:

ut~~o~eeassT~~r.~ --~' ~.- clrYjmv~r~~~nuAc~. ~ QO Pax'k A~v~ C/d haul Hastinge LLP N~v~ York

Ir~~rw Y't~r~ 1x7.66 ~. ~ e 212.318.6'78 shla~ma .ma~a ~u].hastrige. ccxm

Appllcetlon ~Adrtdsabn w Pres~las enAt~na~y end Qoungelof~eR-Lewin tl~eSlete of Fi~v York: AppNcenYe Lava ite{aW Employment #taviQwd; A~'i 2015 1 Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 333 of 351 Page ID #:833

2. To be completed onty by af~fants who are ~#toraeya. I atx► currently admitted tc~ practice and in good standing in the fallowing jurisd c#ian(s) and was so adm ttcd on the follow ~g dates.

J diGTl(7N. ~ YEfkR OFftDMFS9IC~M! New York ~~~ toN ~ leer

J

atrR~. cnnN .~ nD

3. T~ be Goraplet~ci only by attorneys con#~rs~~ a period. of solar prac#c~ of levy by aPPlican~. (a) The-length and nature cifmy acquainta~ee with the applicaxtt i~ ~s follows;

tb} AppIicaiit engaged.. in the soto practice of law at tt►e following addre~~e~) during the ~ollo~!v rpg peric~d~s} of time; s ~ amt ~ s~ra

fM . ( _ )~

~'

p. FRt3W1 M-VYYYl ~ T~ (MM-

4. To ~ e~~leted by affi~nts confirming alaw-related employment by applicant (net solo prarctteet. (a) Appli~~ant was employed by me ~ittdi~idually in a 1aw~tel~teci capacity or v as employed zn alaw-related ca pacify as fesllows; ()Dame anti address of employer:

M/k11AE OF ~IIiPLOYER r P~tt1. Roofings LLP AD RE ~ 'f1fJ ( LLA(iE ~ 40 ~~rk Ave~tu~ Neat -York STAT ~ ~ ►~ ,r Mew York 14165 TELEP ~ NA OF AdP '9 B' ~r 21.2-3~.6-6aaa corporat~a Law Fzm

Ap~lcatlon for Adm~86Wn to Pradlao ms an At~rameY orb Gounsebt-et-Law'fn the 5mte of New York: App~caM's Law.ltslated EmRloymutt 3 Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 334 of 351 Page ID #:834

{2)Beginning $nd ceding dates of emplo~ym~(ox that it continues tcs date)(if terminated, affiant ~h€~ulti state how at~d whys: 10/~OI7 0520:7,8 PERH)b FROIWI(Month i Xes~: To(Month !Year): or Gondnuao to Data ~,_,,, 1F /kN

(~l Pos ~icm end nature and extent +~f 1ega1 services performed by applicant:

09tT1 N S H D A RE CAI.. SERUIG~S PERFORMED

.' He~iaig~rt pra~3,da various legal aervic~s ~ ~.ncludimg p3eadx~g~ areview~ ]:+~g+~7, xeeearch and; aaal~r~~t~s, the draft3.~g o a►eam~r~~dum s~ ~o~:~eepo~,dez~~~~. a~xd they like.

(b) My rekationship with the employer and applicant during t ie peziod of layment was as follows: t~) MY Position with. emptuyer {far example, tncmber of employing arm, head of lbw department of a cor- poraton, managing attorney, e°tcc.): .~

Mid~leval Ccrpo~a~~s R~~a`t~ructurin~ l~a~cacia,ter,

(2) I`+Tatufc al#d ftequellG~ o~ my col~taCtS with sIId/ai ~upeiruision, i~821y, ~f applicant (~`af t did nat supervise applicanC, aff ant should provide tame and posit un of sup~rvisc~r):

I have worked ra~,th Vie. Se i.g~ ~a mul~ip~le groje~t~ o~ vary~~g leugt:hr w&earn T dixectly supervised him and hie' w+~rk produe~. `T1~e pro j ect~a have rarl~~d iri. ~iux~ation from ~ 1ma~t~er +a~ haur~ to s~v~ra,l w~elsg.

(c) Applicant's dutier: were sa faatorily performed: . j~Ns ~ Yep if `Na', applicant's perfo~nanc~ v~+~s nat ~f~ctu~ry fn the following respe!ets;

ApplfcaNai farAdmisslon to Prattles es anAt ey aid CounSetot'-at-L~N,in qie State of'Nsw Yew 11 '~r Law RetaMd Emplayrinenti Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 335 of 351 Page ID #:835

5. I hereby prc~v°ide an y tither facts: within my knowiecige, ar o#'which I have it1~'tt ti!at~, tvhicb ixi my opinion have any beariEn~ an.applicazit's quelif cations a~~d nnoral chazacter ar fitness.to practice law, or which weiuld be helpful to the Appellate Division or ite Committees can Character ~rzd Fii~ess in detexmining ~ppiic~nt's ehar~c- ter and fitness.

M;~. ~~ta gene qualif cabana, amoral ch~zacter. ~d fitzs~~s to ~raatice laa~ meot kb,e art~nd~rd~ ~o~ admis~iaa into Chi ,Nev: York Bar.

~ubscr bead ar~d sworn t~ cn' affirmed befare me this

~~day e,fi- _~in the year 2q t

Ar

(~Ign B Affix sear! or stamp.)

~~

* ~=ap~llcatFon questionnaire is sworn to outslda the lJnited Stat~~ its ~gmm4ttwe~lths, #enitortes, +~t passesaicrns, and the aftesting af~lcar As nest a Mc►tary pu61{c, ~ttaah a csrtlficate of the attesting offtcer's ~uth+~rity ~ attest to ar v~it~tes~•the ~tgnaturs of the afflant to the jurisdlctbn.

tF THIS ~kF~IDlrMY1T IS WOT IN E1~IGLISH, R MUST BE ACCflMPANiED BY A DULY AUTHENTICATED ENGLI~rH TRANSLATIE?PI.

Appllcetton fa' Adm~slon to Practk:e es an +~tt9meY rind Csatmselorvet-4ew fn the Stete of Ne~v Ynrk: Ap~tcanYa Law Rp1aMd EmPbymont a Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 336 of 351 Page ID #:836

~rg~~~~r~c~~v Foy~ ss~ar~ pro r c~rlc~.as ~~~' ANI3 ~OI7I~SELCI~R-~4TLA'W IN THE STATE OF NEW 3~4RK Fort A m~r~rr A~ ~PPLICANT'~ L.~.~V' R.~LA,T~I~ EMFLOYh~1~T'I'A1~ID/OR ,5►~#L(3 PR~tCTI~E

fide SEC"CtDN QNl~Y Tl'~ ~E GOMPL~f~ ~3Y APP1.~,~IN7:

1'~T~W ~O~K SiTATE SUPREME COURT 1~F~ELLATE' Ia~'VISIt~N: (check vne,1

~"I ~DEP't: ~~DEPT. ~$A~ PEP7; ~4~ DEP7

In the IVlatter arf the Application of

Axidraw stepher~ Herui3gan (namc of eppItcant) Bdl:~ ILA {►~tvs ~a~rd ~ taw ~acamtners Jdentmvedon Humber:

~lx`~im9ssfon t,~ Practice as ~g B 1 0 1 ~ ~ 7 3 '1 Att~~~ey and. ~QunselorLat-Lavt:

a ~o~ a ~~~~ _ I ..'enf or p~~lod of ~~ofo Iaw practice Ilstvd by appllc~n olt ate plic~ttlon of orb ~ ~-, ~'t~nr.~ls~~` ;'app~cant ~ius4 sv~mn thta or~ginatr~ torm;ad~gd~vtt ~or ~ p~r~od fec( by art ai~~►te Unla~ta o~taQr~tk1~~"hod to~a~lb ~ff~a ~sh~uld rrO _ a c ~e~3~11 ~SIvJ~ aul3hl~ ~t ~ ,~ri of s~fm[~~ ash ~a , Dr} rapji~ p da submit an vm~Igynivnta r en~►pip Note ~o ~ppl an r adri~la~i' qn ~x~`ml~attan; not~ :. _. ~ .; ~ ,~ ate. x. ~, ,~ rc►mpl~on ~ o com~lte~rlc~a~fic~av~ or ilst~d onyour p'ro Bono ~c `o~~ra pro~rarn Ita jyau ~ .~ ~i~ , n 'que~tlQn i~~ri tFib appilcaHan iat adinisslon quagt~annalira~; f' TO' B'E CQMPLE7ED ~B,Y AF~IANT~S} : ~ - 8 STATE (COUNTRY) OF ~E''~"'!~ COIJI~'TY ELF _ 'd S ' ~~ j 5~.:

CITY ~[~ ~ ~e r1

~~ l~tf~ !~'~" ~ ~ ~f t"si ~ ~ (tame off' at tntj, being duly ~worti, d~pa~e and sad+ #hat the on; tat the substance std {fie answers #o the following questions have been wrxtte~ by me +nr uad~r ~ c~i~'ect peesrrn; and that both tine questions and language h~v~ bin supplied by me ~tnd not by ~p~~eaat or a~try other trae to my own ~aawvl ,e~+eept the antes hsrve:been c~refulhy re~►d by mue, and thaE-the several ~uswer~ art end as to those- answers, tb~se staid to base bra made on itrformation end belied ~r ~vhi~ch eYpre~ my opinion, I Cl eve them tv be true.

1. Iti+Xy fiillmailing ad~,ress is as follows: ~. t vu,uar~ Nuruwr+►yeas srn~ET ~ arr~ rTowr►

srx,~ pia ~ c~~r ~ s

E-AiAIL deny) TES F`ffl7 E ~

~dNew Yorlr ApplksaMa Law i~leWd 6rtp~aymenR Rp~Icetbrr for~lm n fo Practice as en Attorney and Go~n~br st~Lew In iha S'i~t~ Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 337 of 351 Page ID #:837

currently admitted to pracrice and in good standing 2. To be completed only by affiants who are attorneys. I am dates: in the following jurisdictions) and was so admitted on the following icruc yr humiaa~vry ~ r nwui~.i ~~ry ~ (,~) ~i VI P17 V YEAR OF ADMISSION ~► J DICTION ~ ~~ ~S' ~ _ 1~ V _ YEAR OF ADMISSION ~ JURISDICTION.

YEAR OF ADMISSION ~ JURis~ic:rinN ~

of practice of law by applfcant 3. To be completed only by attorneys confirming a period solo is as follows: (a) The length and nature of my acquaintance with the applicant

addresses) during the following periods) of (b) Applicant engaged in the solo practice of law at the following time: ~ CITY ~ S7ATElCOUNTRY ADDRESS ~

FROM (MNI-YYYI~ ~ TO (MM-YYYY) ~ ZIP ~ ~ CITY ~ STATE/COUNTRY ADDRESS ~

FROM (MM-WYY1 ~ TO (MM-YYYY ~ ZIP ~

by applicant (not solo practice). 4. To be completed by atiiants confirming alaw-related employment capacity or was employed in alaw-related ca- (a) Applicant was employed by me individually in alaw-related pacity as follows: (~) Name and address of employer:

n►une ur cmr~vTt~c ~ C.~.~, s?~N~/ I.tSGou~r+:GuSc3~r~•p~, CITY /TOWN /VILLAGE ~ EMPLOYER'S ADDRESS ~

~ COUNTRY (if rrof USA) ~ ~STATE — T ZIP

~4

in the State of New York: AppileaM's Lew Related Employment Applieatlon torAdmissbn to Preclice as an Attorney and Counsabr-et-Law Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 338 of 351 Page ID #:838

affiant should (2)Beginning and ending dates of employment(or that it continues to date)(if ternunated, state how and why): ~ or Continues to Date PERIOD FROM {Month !Yeah: ~ ~' ~ g To(Month / Year): 7 ~''/

f-vyr.t ~.t ~:~a ~-r.a~.~..r( ~ v~ j ~ ~fs~~ Jk~(,c.~.~ C 1-~

(s)Posirion and nature and extent of legal services performed by applicant:

PERFORMED ~ POSITIOW(S) HELD AND NATURE OF LEGAL SERVICES lw.l~c.J oatic J Hof <<.a.! c,~r~s. /-~ ~s ~wf,~.c ~ r+c ~'y~.. /-~c,.7 ri ~S s~ n ~,,.c s ,+~ vy,~ 1~•~.( /'~ere s ~.t.J ~ F ~r~s~ 4., h. r..s crrv~G*, ` ~ i bi.,c~i rr► ~ ~„~ ~ ~ONGI/ L ~J t+"/i"c~~' CA 1 ~~ ~ C O /~ N fK ~'6~ ~

HiG.~~~'6r'i►S ~,'SL'~~s~~~ w ~ ~ J h.~.~A if_ ~G as follows: ~j~vl}~ relationship with`[he employer and applicant during the period of employment was department of a cor- (~) My position with employer (for example, member of employing firm, head of law poration, managing attorney, etc.):

mT rvsi i ivn~a? ~

affiant did not (2) Nattue and frequency of my contacts with and/ar supervision, if any, of applicant (if supervise applicant, avant should provide name and position of supervisor): ~~ h ~1 /n.~ S H~1i r v ~ J• ~ ~w~ rw~ K/~ t ~~ /~N r, ~f~~ d~;l~

. ONo (c) Applicant's duties were satisfactorily performed: if `No', applicants performance was not satisfactory in the following respects:

New York: Applicants Lew Related Employment Application for Admission to Prectice ea an Atlomey and Counselor-atd.aw in the State of 3 Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 339 of 351 Page ID #:839

5. I hereby provide any other facts within my knowledge, or of which I have information, which in my opuuon have any bearing on applicant's qualifications and moral character or fitness to practice law, or which would be helpful to the Appellate Division or its Committees on Character and Fitness in determining applicant's charac- ter and fitness. ~~ - 'Q ~~

~ r ~ ~er~

Slgneture of Atflent

~ece

Subscribed and sworn to or affnmed before me this

~`~ day of in the year 2U1~_.

No~ary Publid ~~fNwtiMk s 41 ~Isl~~:~u i~nli~IN~ Con~sion~N pr0.~► do /~

Notary Pubi (Sign &Affix seal or stamp,)

* If application questionnaire Is sworn to outside the United States, Its commonwealths, territories, or possessions, and the attesting officer fs not a notary public, attach a certfficate of the attesting officer's authority to attest to or witness the signature of the afflant in the jurisdiction.

IF THIS AFFIDAVIT IS NOT IN ENGLISH, IT MUST BE ACCOMPANIED BY A DULY AUTHENTICATED ENGLISH TRANSLATION.

AppllcaUon forAdmission to PrecNce as an Attorney and Counselor-at-Law In fhe State of New York: Appllcarrt's Law Raiated Employment Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 340 of 351 Page ID #:840

AS ~iN ATTt~RN~Y APPL~CATT~I~T Ff)R ADMISSION T4PRACTICE TT~IEEW YORK A,ND CUI7I~+TSEL(3R-ATLARD Il"~ THE 3'T~TE ~F ~+ URl#~ 1 '~?Ai~I'x AS TID 5c~i.,o P~c~r~cE ~rpLY~~v~~s Lew _[t~t,~ ~ L~~rrr ~la~a

NEw Y~~ ST~,~ ~v~~ Cou~rr .E4.~'PELI,ATE ~TVI~IdN: (e7reck ate) DEP7 ~1"~DEpT: ~ZM9 UEi~T. ~CIEPT. ~+t~

In the Matter of the Applicaif~n ~f Aadrew Stephea Hennigaa Namberj; (nAme of api►liCitlt) BOLE IU# (NYs Boarst oiL.ew Ezeminets teenit~Cadon 1 0 ]. 3 ~ 7 3 7 I for Admission to FracEice as an H ,A~ttQrney and Counselor-at-taw r~ ~ . ,r ~~,~>, j +~ C'~QNS I~lS7R ~. .~, ~Pp~l~nt vP Ct io~i. p~~*nt qk peHotl of so(O faw pr~4tlg~ 11$ted by ~o~ cffi ~ 3iL~ ap~ac~ . must`~bt~itt i~Ys ort al form ~R~,° r~~r~ ~ g4ws gr~ t~um~br 15~, appll~nt

'yr~~ij on @i~minattR~ d~ not subMn an emproyrr~e ~'# Np~ a ~,s app~rin~t'~t'admisa~on t c,,apt~To,_ h~ ~~ IC~f~ vn _,;Iiourp~;oK~~ir~Cw~iplf~nceaffidavifatlla~tlonyou►'prtlrbdnosaholu~~ ,,. . 1S q~► ttt~i app4lcatlon for ad, ~nl~siph quespo~i (aea ~l'~~~ `n~ aCcoirf~s~t~ln~ 4Uto~~ton

TQ BE C()MPI.ETED BY AFFIANT(S} STATE (G(JI1NTlt'Y} OF' ~~~' :_ ~~..~:_

ClL 1. R:(l' P

sworn, depose and. sue* that the ." ~~ '_ (ta~m~ ~uf a~fiamt), being drily I,~ ~." that the substance and ~e —~~e been writt,~n by me or und~x my d3rec61on; sn$wcrs hr the followingquestion thst both the qu~#lana std tae and not by ~ppltcant or-any other person; and lauguaS~ ~t~e..l~een ~up~ltec~_b)'. knowl~d .fit:..:...... ,.~... me, and that the sever$1 answers are true ta~-naq~ av the ansvrers hanxe been care~atilx read by ~ vv belfef~ or wlLich ~psess my op3 ►~i al►d' ss to tho~~ those stated to e been,m~t~ on ~►formatlan and I bellevc t~r~m to be true;

1. My Rill mailing addre.~s is as follows:

GT(I TOWN / vILLAQE w MAl1.1N10, AID SfF~EET+

~~ ~,_o..,, _ ...~..,_ _ --Q

Lsw Rs~ted Empluymo~t erncl Gcwnaetor-a~Lew fa tl►a State of Mew Yo~tc: AppNCpnt"s aPPliaetbn forAdm~sbn to Preotiee ac tan Rflorney ReY~ed: M►N 24'15 Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 341 of 351 Page ID #:841

anti i~n goad standing 2. To b~ camp~ei~ ~nty bj+ affiagts mho are ~ttaraeys. I aunt currently atl~t~itted to practice in, Chi follt>wing jurisdietiontsj and vas so a~mi~d on the following dates:

D~ ~C.

YEAR OF AUM15S LNV JU I ~ Ohl `r

J R SF~le1'IAN ~ YEA[t OF AQMk3S1 +►

by appl ~an~. 3. Ta be completed only by a#toru~ys cflnfirming a period of ~Iv praei~ce of law (a) The length and nature of my acquaintance with the ~rlcant is as follows:

during Following Paripd(s) of {b) APplicgrtt ~gage~. in the silo practice of Iaw at the fnalowix~.g acidress(es} times ~rcou~rr nQOR~ ~ ~ ~ M; ~ o ( M- .r. ZI ~

w Y .r ADD ,►

} ~ O (Mtd- ~1P ~ (MM-

a~plic~nt ~nvi ~lv~rractrce). ~4, To be cotnpieted by a~'isnts confirming ~► lsvv-rel~t~ e~nployme~t by ernplay~d in ~.1aw-r~latgd ca tai ,~4pPlicarxt was eanploy~d b~ me ndivadu~lly in a lava-rem c~paczty or was parity as ~ollnvt~s ~~t) Name ar~cl address of employer:,

the State of N~aw York; Applicant's Law Related Faee►P~QYmaht App~atkm ttsr Adrr~elon ~ Pr~tic~ as eA Attorney and Ctaanaelrx-a#-I.ew in Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 342 of 351 Page ID #:842

(~ Begisuxirtg and.ending dates of ernplc~yment (cam d~ it co~:t hues to date}{if terminated, giant shorild staghrn~ a~td why):

PERIOD FR~IIN(Moth / Y!~r~:'~ To(Nlorrth Ilfea~: ~ ~ ~ or Continues to tic~te 9r ,HOW AAl WH`f ~~~~ ~~m /ate ~c ~-

(~) ~'osition aid nature atx~ $actent oflegal services perfortn~ by applica~.t: maN{s> ~u~fwn rw - F Rv~c~ Fa~zr~n

~~ ~.

(b~ My r~lat~amsbip with tt~e employer-and applicant during the period ofemp~oymont was as foliolws: (~) MY Fo~itiesn with employer (for example, member of ~rrsploy ng firrnz hid of1aW t~eparknent of a corgi ~10l8tICllli I~$Illg S~U~}a, CtG.~: t~rP~smowfs}.

(2)1~Tstur~e amd frequency ofmy contacts w #h aaYd/or supervis cm,~f ~~ cif appi~cant(if affi~:k did not ru se applicant, aff amt should pz+nvide name aid position t~f sup~rvisorj:

ic) Applicant°s duties were satisfactorily ~e1'fori~led Na if`No', ~.PPtcaiatt's performance v~ras aat s~tisfs~tvey ~n the foilowin~ respects:

tlppl~aibn iorAdmte~bn 4u Prac~ce as an Attomeyand fbun~lor e~Lew In the'3iate of New Yo)k: Apppta~s Lsw Rrlatod EmpicYment Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 343 of 351 Page ID #:843

5. I hereby provide any ether facts withi~~ my kac~rledge, or ofwhich I have mformatron, which in my apiru'an have guy bearing on ~plicant's qual fi~atio~a anti mt~rsl character or fitness ~ practice Ia~v, ar which would be helpful to the Appellate Division or its ~arnm t~ee~ on t~iaza~t~r end F mess in d~trrmining applicant's cf~rac- tc~r anti ~ttness. - ~~~~„ '~ ► ` !~ 4~ may}

~ ~~_ s~ ~ ~,~m ~~~~~~~-

Subscribed and. swam to ar affizizm~d:before m~ t

~1 dad+ of~ — in Ise y~~r 20 .

t~~t. sTa~ BAU.EY DGBBB NOTARY PUBLIC-QREt3Qti Nuta P +c* COMMfSStON NO.97~4J" 71 (sign ~,Afti seal nr ~tamp.~ MY GOWNE 8 MI►Y O6~ 10'~

* If applies#on questlon~atre is swum to autslde the United State its commonwealths, teMlottrPs, or pw~s~Gsslor~s, argil the a#taating o#flcer {s not a nc~t~ry public,. a#i~ah a c~rtifi~ats of the etEesttng c►fF~cer's anthorlty #o attest ~a ar wlb~e~s the slgnatiure of the afHant In the Jurisdic#la~n.

IF THIS AFFIDAVIT IS NOT fW ENGLI5N,17' MU'~T B~ A~GOMP~►NI~L? B'Y A DULY AIJTHENTlCATED ENQLISH "TRAN8LATIENW.

AppiicatPon tnr,4dmissbn fi Precdce es an Atiamey antl Goimeelor-et-Lewin fhe Sie4~ of IJ~ Ydrk; /kppgoatlt'u Law Ft~t$d Employmaltt Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 344 of 351 Page ID #:844

~ ~rp~~~~~or~ ~~t~n~r~~~:ox ~c~ ~ c~c~~~~.v~TTo OF NE'~VYt)1 STD COUNSELOR,AT-L~~ IN THE STATE FflR1!'~ AFFIDAVIT AS TQ A1~TD/OR SOLD PRA~TiC~ APPLICANT'S LAW-RELATED ~Ml'LE~YMENT AP~t.tGANT.~ TE)P' ~E~Tt~tJ ONLY TQ ~E CC?MPI.ETEL? BY l~~'W CORK ETA '~iJP~'~UURT tL.PP~I,LATE D~VIS~~N:(Clreckr~n~) r. ~i~aerr ~2~n~r. ~3"'Da~r. [~4~'+t

In the Matter aftheApplication of

Aucrero~ Steghea H~na~gaa u~entihe~lcan Murnt~r~: (n~tne ai'8pp'~A11t~ BALE lD# iNY38~rd of L~r FxBm~r{azs 1 4 1 3 2 7 3 7 for ~.dmisson to Practice ~s an S Attorney and Caunse~or-at-Law

TO BE CQAAPL.ETED BY AFFlANT(S);

cou7v~ o~ — ~' ....—... ~ ss.:

"' ~j ~~, sworn, depose and aay that the... / -.. (name of a#~3ant}, being duly I,._!~—"'~ , tb~at the aulsst~tte:and the have bey wr~lttctr by me or u~uder my direction; answers to the fo~lo~vfiag questions l~pth the r~ueatlot~ end got by~ applicant i~r auy other person;and gait ls~nguag~have b~eu eupp~ed by me ar[~i l~t~vled~e,ezc~►t and tit the several ~we~rs a~ tree to my awn the an~wer~ have been c~r~fiiily r~a~l by me, air~wers, belfef, or which ~~pre~s my apinfon, aad ag to those ~hho~ stated ~a hs~e been made ou infvxmat~ru and. ~ 1t~lteve them. to be tie.

1. IV y foil marling adcltess is as follc~+s c~-t~ ~ raw ~ v~u~a~ ~a nw~reeas s7r~~t ~ .

rawrus. pr eny! .► i ~~.twncAv~ ~ . ~~v ,sit 1- ~~6 `~q~1 ~ ~-~: e~~-re var~~~~

t,sw Ftaof~a Empbymont caunsebr-~t-l~w k~ the &tem of New Yarkt App~csnt's AppikaUon tm, Admisa(on to Price as en Att~tney arn~ ~ RgVised: Py~rA YD15 Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 345 of 351 Page ID #:845

and in good standing 2. To be completed only by affiants who are attorneys. I am currently admitted to practice in the following jurisdictions) and was so admitted on the following dates: ~ JURISDICTION ~ v YEAR OF ADMISSION /d~~ ~~~7 ~~~ ~ ~ JURISDICTION ~ YEAR OF ADMISSION ~-Usi ~ ~ ~~rGd~ ~ JURISDICTION ~ YEAROFADMISSION

~ JURISnI(:TI(NJ ~ YEAROFADMISSION

applicant. 3. To be completed only by attorneys confirming a period ofsolo practice of law by (a)The length and nature of my acquaintance with the applicant is as follows:

e following periods) of (b) Applicant engaged in the solo practice oflaw at the following addresses) during th time: STATE/COUNTRY ~ ADDRESS ~ CITY ~

♦ TO(MM-WYYj ~ ZIP ~ FROM (MM-YYYY)

STATE/COUNTRY ~ ADDRESS ~. CfTY ~

TO(MM-YYYY ~ ZIP ~ FROM (MM-WYYI ~

(not solo practice). 4. To be completed by affiants confirming slaw-related employment by applicant in alaw-related ca- (a) Applicant was employed by me individually in slaw-related capacity or was employed pacity as follows: (t)Name and address of employer:

NAME OF EMPLOYER ~ V G1~2GZ~y~ of /,•~t~1 ,.~iv~iQS~i''/ ~ Sfe~✓d~~. ~ EMPLOYER'S ADDRESS ~ CITY /TOWN /VILLAGE

ZIP ~ COUNTRY (!f rrot USA)~ STATE ~ 9'7~~,~~z~ vREbo~ BUSINESS ~ TELEPHONE. NATURE OF EMPLOYER'S

Applicant's Law Related Employment Application for Admissbn to Practice as en Attorney and Counsebr-et-Law in the State of New York: Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 346 of 351 Page ID #:846

affiant (2)Beginning and ending dates of employment(or that it continues to date)(if terminated, should state how and why): or Continues to Date PERIOD FROM (Month /Year): ~1[_'f' To (Month / Yeah:~ __ -- - - ~

{s)Position and nahue and extent oflegal services performed by applicant:

POSITIONS)HELD AND NATURE OF LEGAL SERVICES PERFORMED ~

was as follows: (b) My relationship with the employer and applicant during the period of employment of a cor- (1)1VIy position with employer (for example, member of employing firm, head oflaw department poration, managing attorney, etc.):

did not (2)Nature and frequency of my contacts with and/or supen~ision, if any, of applicant(if af~iant supervise applicant, affiant should provide name and position of supervisor):

. Q No es (c) Applicant's duties were satisfactorily performed: if `No', applicant's performance was not satisfactory in the following respects:

Ywk: ApplleanYs Law Related Employment Applicatbn for Admission to Practice as an Attorney and Counselor-at-Lew in the State of New 3 Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 347 of 351 Page ID #:847

5. I hereby provide any other facts within my knowledge, or of which I have information, which in my opinion have any bearing on applicant's qualifications and moral character or fitness to practice law, or which would be helpful to the Appellate Division or its Committees on Character and Fitness in determining applicant's charac- ter and fitness. ~~~9C,r ~~f,7r~S ~1efj4L/i-f~jf;~e7i e~I~ /~~/~ff /~~r~ ~l~s ~i~6c~jG. c eE'it .....~f ~ (~ ~.f~L. Ii~~ ~nf -i / o.~ci l~i~.r L-~Jt ~k ~'L19/~~ ~/~s~ 5 c~ ~Y ~~ .r

i

Slg ture of Afliant

/4ilY Z~ z~/Q Dace

Subscribed and sworn to or affirmed before me this

Z'1 day of~~.~ in the year 20._J_$—.

OFFICIAL STMAP BAN.EY D08BS ~~ ~s Nota Public' Mr~ era~u►roe.20~ (Sign & Affi eal or stamp.)

' If application questlonnalre is sworn to outside the United States, its commonwealths, territories, or possessions, and the attesting officer Is not a notary public, attach a certificate of the attesting officer's authority to attest to or witness the signature of the affiant in the Jurisdiction.

IF THIS AFFIDAVIT IS NOT IN ENGLISH, IT MUST BE ACCOMPANIED BY A DULY AUTHENTICATED ENGLISH TRANSLATION.

Application for Admissbn to Practice as an Attorney and Counsebrvat-Law In the State of New York: AppllcanYa Law Related Employment Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 348 of 351 Page ID #:848

AND APPLICATION FOR ADMISSION TO PRACTICE AS AN ATTORNEY COUNSELOR-ATLAW IN THE STATE OF NEW YORK THE FORM AFFIDAVIT AS TO APPLICANT'S COMPLIANCE WITH BY SUPERVISOR PRO BONG REQUIREMENTS INCLUDING CERTIFICATION i INSTRUCTION$ 50 hours of.layv- to practice as attorneys in New York Stafe must complete at least NI appllcar~ta for admission to being admitted. Applicant bono work as defined and required b'yCourt of Appeals Rule §, 29.16 prior relatgd "pro to satisfy the 50=flour requlreme~t submit a forrit'affldavit for eacH'pro bono,protect that applicant ~s using must each proJe,cf, A11 applicarrts should safer to th'e and must secure tF1e cerHflcatlon of thelndlv~dual nitro st~petvised Asked QuesHpns about" Pro 6ono Requirements (available at vvrv~v.nycou~.govlattomeyslprobono! frequently -The appll~cant must proVlda the Igformatlon aradm(sslonregs.shtml)fi ~rfurtfier nformatlon about quallfyingwork. b After the foim Is'not~dzed, the attorney who equested on page one`of tFis fprtn, and then have the form notarized. r S4~pervlsor Certfflcatlon. supervCsed the appflcanYs pro Bono.Work must:then complete;the

PLEASE PRINT OR TYPE THIS FORAA To Be Certified Under Oath By Applicant: NAME OF APPLICANT ~ Andrew Stephen Heanigan CITY /TOWN /VILLAGE ~ ADDRESS OF APPLICANT ~ Lonci Island City 4610 Crane Street Apt. 818 ~ COUNTRY (1/not USA ~ STATE ~ ZIP New York 11101 EXPBRI6NCE WAS COMPLETED ~ NAME OF OROANIZATIWiIDEPARTMENT WNER~ PRO BONG of Oregon IInited Staten Bankruptcy Court, District SUPERVISING ATTORNEY ~ Judge Thomas ~. Renn ORGANIZATION/DEPARTMENTADDRESS ~ 405 8. 8th Ave #2600 COUNTRY(Hoot USA)~ STATE ~ ZIP ~ Oregon 97401 ~ ORGANIZATION PHONE ~ ORGANIZATION E-MAIL rennf~orb.uscourts.gov (541) 431-4000 tom

015 , To (mm/dd~yyyy):,0 5 / 0 5 / 2 015 . DATES OF SERVICE: From (mm/ad/yyyy):.01 / 12 / 2 168 NUMBER OF HOURS COMPLETED:

INDICATE CATEGORY OF SERVICE by checking appropriate box below: Sponsored Program ~ether Legal Services Provider ~ Government Service ~ Law School

work completed. If applicant performed the All applicants must provide a description of the nature of the pro Bono included about the type of work performed, the nature of pro bono work outside the United States, complete details must be the program and where the work was performed.(,attach addklonal sheets lfneeded.) Frank Alley. While serving as an extern, served as the judicial extern for Judge Thomas M. Renn and Judge court hearings and chamber conferences, and provided legal research, drafted bench memoranda, attended generally participated in routine operations of the court.

the State of New York: Appl~atbn tw Admissbn to Practk;e es an Attorney end Counselorat-Law In Form Affldavk as to ApplleanYa Complfanw with the Pro Bono Requlrer~nts Revised: AprN 2015 Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 349 of 351 Page ID #:849

STATE (Country) OF:V im"--~ ~~~- )

ss.:

COUNTY (City) OF:~--~ ~--Q-~-~'t--)

the (paint name of epplkan~, SWEAR(OR AFFIRM)that foregoing information is true and accurate to the best of y kno dge.

Signature of Applicant:

Subscribed and sworn to or affirmed before me this

~~day ofd-T in the year 20

~ ~1

Notary Public* ~MdF~01RM~ldNNlflbl~ (Affix seal or stamp.) ~kMAI~M1~~„j,~~

• If this affidavit Is sworn to outside the United 3ffites, R commomrealths,terrkorles or pos.essiona, and tha attestloy officer la not a notary pu611c, attach a certHicate of the attesting officers authority to attest to or witness the slpnature of the afflant In the Jurtsdictlon.

To Be Completed By Supervisor: SUPERVISOR CERTIFICATION 1 HEREBY CERTIFY(a) that I have read the foregoing Affidavit of Compliance and (b)that the applicant has accurately described the circumstances, timing and nature of the pro Bono work described therein. APPLICANTS DUTIES WERE SATISFACTORILY PERFORMED:...... ~No Yes If'No,' applicants performance was not satisfactory in the following respects: iYA

HEREBY PROVIDE any other facts within my knowledge, or of which I have information, which in my opinion have any bearing on applicant's qualifications and moral character or fitness to practice law, or which would be helpful to the Appellate Division or its Committees on Character and Fitness in determining applicant's character and fitness. ~~~w ~-a.~ ;s ,~~~aw~.~

Applicat(on for Admission to Practice es en Attorney and Counselor-et-Law in the State of New York: Forth Affidavit as to Applicants Compliance with the Pro Bono Roqulromenta Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 350 of 351 Page ID #:850

y nrrow~Ev m~ 6G~$. Qin Fr~O~c~/ ~a~f ~ ~ATTORNEYEMPLOYER: r G~. s. ~Ol~ r ~S ~ JURISDICTION WHEREADMITTED TO PRACTICE LAW: ~~f~~ ~ E-MAI~DDRESS .TELEPHONE ~o••~t_ inn ~i~,6.as~«.~~5, yor Sy/~'Y3/-S/O,SD ~ COMMENTS(H fuRAer explanation !s necessary)

Appllcetbn forAdmisalon to Practice es an Aitomey and Counsebr-at~ew in the State of New York Case 2:20-cv-01582-VAP-RAO Document 1-1 Filed 02/18/20 Page 351 of 351 Page ID #:851

~~.ii~r~~ ~itxt~~n~t ~ `'~E ~r`~r cl ~ct3~r' #~~ ~~ ~a# cur ~C

~,l~p~i~ Ag~s#c~, ~t ~.~r~t af t h ~ ~#~ #~ ~1i~t e ~ ~ v ~ ~:i ~r r~ o #' ~ t~ ~+~~prp~~e 1'~o~trf a# t~~e ~►t e a'~ ~,e~ ~nrk, ~ec~r~~r ~~r~ci:tl: ~epar#m~en# ~n !~ er ~e ~ ~ r r~ ~ f}~ # ~~ ,lam ~if~p~#exc rnn tt ups ~r~l l ce~r~~,e~ ~~~ ~drn~i#~~ed tea }~r~cti~g ~~ ~n ~ttorii~~# ~ttt~l QS~~~~~Car-~ - auv i~t Ott ~~e caut~t;~ ~tf ft~~e ~tate~ ~crt~rdin~ fa tie l~ ~f #tie ~#ate Ait~ #!fie ~surt r~l~;~ ~n~t ar~►~rs, an #!~~ 12 dad ~~ e~temh~ `~:, ~~~ ~t t1~ turn tttt~r ~~th~~ribei~ tic att#~ of n#fire ~rr+r~cribr~l by lain, ~ been ~nxoi~~e~ ~;~ #tie tl of ,~##arn~e~~ ~a~D ~uun~elor~-tt#-scut ~n ~1~ }~ nf~ir~, ~~$ duly r~gi~ferei~ w #t~ ~~e ad~n Yip#r~r~xu~ vf~~~~ of tl ~~ru~ts, And ~~c~ordiag to the rPrnrds of tl~~~ ~~u~t i~ in gaol ~t~tt~~ii~~ ~s ~n ,~l#tarney ttnd (~~~~t~~,[nr-mt-tutu.

,fin t ~ t~~reof, ,~ !~~ u ~ t~ ~ r~ upit ~ ~ ~t. iu~ ~~iia tt ~id uffixrd t~~ ~~t~l cif suit A~p~llate ~iuisio~t u#t ~~e~ tb~r 11G, ~t11~.

~L~rtt oaf ft~~e f~a~~r