IN THE UNITED STATES BANKRUPTCY COURT FOR THE …upshotservices.s3.amazonaws.com/files/6829f6a5... · 3. On January 22, 2015 the Office of the United States Trustee held a meeting

#32681186 v2

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

In re: ) ) Chapter 11 SUNTECH AMERICA, INC., et al.,1 ) ) Case No. 15-10054 (CSS) ) (Jointly Administered) Debtors. )

APPLICATION PURSUANT TO FED. R. BANKR. P. 2014(a) FOR ORDER UNDER SECTION 1103 OF THE BANKRUPTCY CODE AUTHORIZING THE EMPLOYMENT AND RETENTION OF FTI CONSULTING, INC. AS FINANCIAL ADVISOR TO THE

OFFICIAL COMMITTEE OF UNSECURED CREDITORS NUNC PRO TUNC TO JANUARY 26, 2015

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

America, Inc. and Suntech Arizona, Inc. (collectively, the “Debtors”) hereby move the Court for

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

“Bankruptcy Code”), and Rule 2014 of the Federal Rules of Bankruptcy Procedure (the

“Bankruptcy Rules”), authorizing the employment and retention of the consulting firm of FTI

Consulting, Inc., together with its wholly owned subsidiaries (“FTI”), as financial advisor to the

Committee. In support of this application (the “Application”), the Committee respectfully states

as follows:

Jurisdiction and Venue

1. The Court has jurisdiction over this Application pursuant to 28 U.S.C. §§ 157 and

1334. Venue of this proceeding and this Application is proper in this district pursuant to 28

U.S.C. §§ 1408 and 1409. The statutory predicates for the relief sought herein are sections

328(a) and 1103 of the Bankruptcy Code. This Application is a core proceeding pursuant to 28

1 The Debtors in these Chapter 11 Cases, along with the last four digits of the Debtors’ federal tax identification numbers, are Suntech America, Inc. (9235) and Suntech Arizona, Inc. (0353). The Debtors’ mailing address is 50 I Second Street, Suite 575, San Francisco, CA 94107.

Case 15-10054-CSS Doc 113 Filed 02/24/15 Page 1 of 7

#32681186 v2

U.S.C. 157.

Background

2. On January 12, 2015 (the “Petition Date”), the Debtors filed with this Court their

voluntary petitions for relief under chapter 11 of title 11 of the Bankruptcy Code. Pursuant to

sections 1107 and 1108 of the Bankruptcy Code, the Debtors are continuing to operate their

businesses and manage their properties and assets as debtors in possession.

3. On January 22, 2015 the Office of the United States Trustee held a meeting to

appoint the Committee pursuant to section 1102 of the Bankruptcy Code (the “Formation

Meeting”). At the Formation Meeting, the Committee selected Sheppard Mullin Richter &

Hampton, LLP and Pepper Hamilton LLP as its counsel, and on January 26, 2015, the

Committee selected FTI Consulting, Inc. as its financial advisor. The Committee consists of the

following three members: (i) Gintech Energy Corp.; (ii) Wuxi Suntech Power Co., Ltd.; and (iii)

The Solyndra Residual Trust.

Relief Requested

4. By this Application, the Committee seeks to employ and retain FTI pursuant to

sections 328(a) and 1103(a) of the Bankruptcy Code to perform financial advisory services for

the Committee in these chapter 11 cases, nunc pro tunc to January 26, 2015.

5. The Committee is familiar with the professional standing and reputation of FTI.

The Committee understands and recognizes that FTI has a wealth of experience in providing

financial advisory services in restructurings and reorganizations and enjoys an excellent

reputation for services it has rendered in chapter 11 cases on behalf of debtors and creditors

throughout the United States.

6. The services of FTI are deemed necessary to enable the Committee to assess and

monitor the efforts of the Debtors and their professional advisors to maximize the value of their


#32681186 v2

estates and to reorganize successfully. Further, FTI is well qualified and able to represent the

Committee in a cost-effective, efficient and timely manner.

Scope of Services

7. FTI will provide such financial advisory services to the Committee and its legal

advisor as they deem appropriate and feasible in order to advise the Committee in the course of

these chapter 11 cases, including but not limited to the following:

a. Assistance in the review of financial related disclosures required by the Court, including the Schedules of Assets and Liabilities, the Statement of Financial Affairs and Monthly Operating Reports;

b. Assistance with the assessment and monitoring of the Debtors’ short term cash flow, liquidity, and operating results;

c. Assistance with the review of the Debtors’ proposed key employee retention and other employee benefit programs;

d. Assistance with the review of the Debtors’ analysis of its assets including its intercompany assets and the potential disposition or liquidation of those assets;

e. Assistance with the review of the Debtors’ cost/benefit analysis with respect to the affirmation or rejection of various executory contracts and leases;

f. Assistance with the review of the Debtors’ identification of potential cost savings, including overhead and operating expense reductions and efficiency improvements;

g. Assistance in the review and monitoring of the asset sale process, including, but not limited to an assessment of the adequacy of the marketing process, completeness of any buyer lists, review and quantifications of any bids;

h. Assistance with review of any tax issues associated with, but not limited to, claims/stock trading, preservation of net operating losses, refunds due to the Debtors, plans of reorganization, and asset sales;

i. Assistance in the review of the claims reconciliation and estimation process including claims sought by affiliates of the Debtor;

j. Assistance in the review of other financial information prepared by the Debtors, including, but not limited to, cash flow projections and budgets, business plans, cash receipts and disbursement analysis, asset and liability analysis, and the economic analysis of proposed transactions for which Court approval is sought;

k. Attendance at meetings and assistance in discussions with the Debtors,


#32681186 v2

potential investors, banks, other secured lenders, the Committee and any other official committees organized in these chapter 11 proceedings, the U.S. Trustee, other parties in interest and professionals hired by the same, as requested;

l. Assistance in the review and/or preparation of information and analysis necessary for the confirmation of a plan and related disclosure statement in these chapter 11 proceedings including work involving the wind down of the Debtor’s Estates, assistance with the liquidation of assets and claims and ultimate distributions to creditors;

m. Assistance in the evaluation and analysis of avoidance actions, including fraudulent conveyances and preferential transfers;

n. Assistance in the prosecution of Committee responses/objections to the Debtors’ motions, including attendance at depositions and provision of expert reports/testimony on case issues as required by the Committee; and

o. Render such other general business consulting or such other assistance as the Committee or its counsel may deem necessary that are consistent with the role of a financial advisor and not duplicative of services provided by other professionals in this proceeding.

FTI’s Eligibility for Employment

8. FTI has informed the Committee that, except as may be set forth in the

Declaration of Conor P. Tully (the “Tully Declaration”), it does not hold or represent any

interest adverse to the estate, and therefore believes it is eligible to represent the Committee

under section 1103(b) of the Bankruptcy Code. To the best of the Committee’s knowledge and

based upon the Tully Declaration, (a) FTI’s connections with the Debtors, creditors, any other

party in interest, or their respective attorneys are disclosed on Exhibit B to the Tully

Declaration; and (b) the FTI professionals working on this matter are not relatives of the United

States Trustee or of any known employee in the office thereof, or any United States Bankruptcy

Judge of the District of Delaware. FTI has not provided, and will not provide any professional

services to the Debtors, any of the creditors, other parties-in-interest, or their respective

attorneys and accountants with regard to any matter related to these chapter 11 cases.

9. FTI will conduct an ongoing review of its files to ensure that no conflicts or other

disqualifying circumstances exist or arise. If any new material facts or relationships are


#32681186 v2

discovered, FTI will supplement its disclosure to the Court.

10. FTI has agreed not to share with any person or firm the compensation to be paid

for professional services rendered in connection with these cases.

Terms of Retention

11. FTI is not owed any amounts with respect to pre-petition fees and expenses.

12. The Committee understands that FTI intends to apply to the Court for allowances

of compensation and reimbursement of expenses for its financial advisory services in accordance

with the applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, corresponding

local rules, orders of this Court and guidelines established by the United States Trustee.

13. For all services rendered to the Committee (except with respect to work

performed in connection with the sale of certain assets of Suntech Arizona, Inc., as described

below), FTI seeks to be compensated on an hourly fee basis, plus reimbursement of actual and

necessary expenses incurred by FTI. Actual and necessary expenses would include any

reasonable legal fees incurred by FTI related to FTI’s retention and defense of fee applications in

these cases, subject to Court approval.

14. The customary hourly rates, subject to periodic adjustments, charged by FTI

professionals and paraprofessionals anticipated to be assigned to this case are as follows:

Title Hourly Rate

Senior Managing Directors

$800-925

Directors/Sr. Directors/Managing Directors

$580-765

Consultants/Senior Consultants

$300-555

Administrative/Paraprofessionals/Associates

$125-250

15. With respect to the sale of any assets owned by Suntech Arizona, Inc. (the

“Arizona Assets”), FTI will provide a 50% discount on its hourly rates for work performed in


#32681186 v2

connection with marketing such assets. In the event that the net sale proceeds of the Arizona

Assets are greater than $900,000.00, FTI shall recoup such discount based on a 50% sharing

arrangement (between FTI and the Debtors’ estate) of any and all incremental proceeds beyond

$900,000.00. Following the recoupment of FTI’s discounted fees, and in the event additional net

proceeds are available, FTI shall earn a 10% fee on all incremental proceeds (with the remaining

90% of incremental proceeds paid to the Debtors’ estate).

16. FTI understands that any and all interim and final fee awards are subject to

approval by this Court.

Indemnification

17. In addition to the foregoing, and as a material part of the consideration for the

agreement of FTI to furnish services to the Committee pursuant to the terms of this Application,

FTI requests that the following indemnification provisions be approved:

a. subject to the provisions of subparagraphs (b) and (c) below, the Debtors are authorized to indemnify, and shall indemnify, FTI for any claims arising from, related to, or in connection with FTI's engagement under this Application, but not for any claim arising from, related to, or in connection with FTI’s post-petition performance of any other services other than those in connection with the engagement, unless such post-petition services and indemnification therefore are approved by this Court; and

b. the Debtors shall have no obligation to indemnify FTI for any claim or expense that is either (i) judicially determined (the determination having become final) to have arisen primarily from FTI’s bad faith, gross negligence or willful misconduct, or (ii) settled prior to a judicial determination as to FTI's bad faith, gross negligence or willful misconduct, but determined by this Court, after notice and a hearing pursuant to subparagraph (c) infra, to be a claim or expense for which FTI is not entitled to receive indemnity under the terms of this Application; and

c. if, before the earlier of (i) the entry of an order confirming a chapter 11 plan in this case (that order having become a final order no longer subject to appeal), and (ii) the entry of an order closing this chapter 11 case, FTI believes that it is entitled to the payment of any amounts by the Debtors on account of the Debtors’ indemnification obligations under the Application, including, without limitation, the advancement of defense costs, FTI must file an application in this Court, and the Debtors may not pay any such amounts to FTI before the entry of an order by this Court approving the payment. This subparagraph (c) is intended only to specify the period of time under which the Court shall have jurisdiction over any request for fees and expenses by FTI for


#32681186 v2

indemnification, and not as a provision limiting the duration of the Debtors’ obligation to indemnify FTI.

18. The Committee believes that indemnification is customary and reasonable for

financial advisors in chapter 11 proceedings. See In re Joan & David Halpern, Inc., 248 B.R. 43

(Bankr. S.D.N.Y. 2000).

No Prior Request

19. No prior Application for the relief requested herein has been made to this or any

other Court.

Notice

20. Notice of this Application has been given to (i) the Debtors, (ii) Counsel to the

Debtors (iii) the United States Trustee and (iv) counsel to the Committee. In light of the nature

of the relief requested, the Committee submits that no further notice is required.

WHEREFORE, the Committee respectfully requests that the Court enter an order,

substantially in the form attached hereto, authorizing the Committee to employ and retain FTI as

financial advisors for the Committee for the purposes set forth above, nunc pro tunc to January

26, 2015, and grant such further relief as is just and proper.


-1- #32680683 v1


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

Debtors.

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

NOTICE OF APPLICATION FOR ENTRY OF AN ORDER AUTHORIZING THE EMPLOYMENT AND RETENTION OF FTI CONSULTING, INC. AS FINANCIAL ADVISOR TO THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS OF

SUNTECH AMERICA, INC., ET AL., NUNC PRO TUNC TO JANUARY 26, 2015

PLEASE TAKE NOTICE that, on February 24, 2015, the Office Committee of Unsecured Creditors (the “Committee”) of the above-captioned debtors and debtors-in-possession (the “Debtors”) filed the Application for Entry of an Order Authorizing the Employment and Retention of FTI Consulting, Inc. as Financial Advisor to the Official Committee of Unsecured Creditors of Suntech America, Inc., et al., Nunc Pro Tunc to January 26, 2015 (the “Application”).

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

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

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

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

Case 15-10054-CSS Doc 113-1 Filed 02/24/15 Page 1 of 2

-2- #32680683 v1

Dated: February 24, 2015 PEPPER HAMILTON LLP Wilmington, Delaware

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

[email protected] [email protected]

- AND -

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

[email protected]

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


#32681190 v2

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: ) ) Chapter 11 SUNTECH AMERICA, INC., et al.,1 ) ) Case No. 15-10054 (CSS) ) (Jointly Administered) Debtors. )

DECLARATION OF DONGXIA HANG, AS REPRESENTATIVE OF WUXI SUNTECH

POWER CO., LTD., CHAIRMAN OF THE COMMITTEE, IN SUPPORT OF THE APPLICATION FOR AN ORDER AUTHORIZING EMPLOYMENT AND RETENTION

OF FTI CONSULTING, INC. AS FINANCIAL ADVISOR FOR THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS

NUNC PRO TUNC TO JANUARY 26, 2015

I, Dongxia Hang, hereby declare, pursuant to 28 U.S.C. § 1746, under penalty of perjury as

follows:

1. This declaration is being submitted in support of the Application (the

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

“Committee”) for Orders pursuant to 11 U.S.C. §§ 328(a) and 1103 authorizing and approving the

employment and retention of FTI Consulting, Inc., together with its wholly owned subsidiaries,

(“FTI”) as financial advisor to the Committee under the terms and conditions set forth in the

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

2. On January 22, 2015, the United States Trustee for the District of Delaware

(the “U.S. Trustee”) appointed the Committee. The Committee is currently comprised of the

following three members: (i) Gintech Energy Corp.; (ii) Wuxi Suntech Power Co., Ltd.; and (iii) The

Solyndra Residual Trust. On January 26, 2015, the Committee interviewed various financial

1. The Debtors in these Chapter 11 Cases, along with the last four digits of the Debtors’ federal tax identification

numbers, arc Suntech America, Inc. (9235) and Suntech Arizona, Inc. (0353). The Debtors’ mailing address is 50 I Second Street, Suite 575, San Francisco, CA 94107.


#32681190 v2

advisory firms who expressed an interest in serving as financial advisor to the Committee in these

chapter 11 cases. During each interview, the Committee sought information with respect to each of

the financial advisory firms’ bankruptcy and non-bankruptcy billing practices, hourly rates and

experience.

3. Ultimately, the Committee selected FTI to serve as financial advisor based

upon, among other things, its experience in providing financial advisory services in

restructurings and reorganizations, its excellent reputation for services rendered in chapter 11

cases, and its hourly rates.

4. Based on the information received by the Committee, the Committee believes

that the hourly billing rates and material terms of engagement proposed for FTI is compatible to its

billing rates and terms for other non-bankruptcy engagements and to the billing rates and terms of

other comparably skilled professionals.

5. Indeed, prior to selecting FTI, the Committee discussed the hourly billing

rates of other financial advisory firms and compared them to the rates of FTI. In addition, the

Committee confirmed that, for FTI: (i) the financial advisors staffed to this engagement will not be

charging a premium or in any way increasing its hourly rates over the fees charged to non-

bankruptcy clients; and (ii) the material terms for the engagement of each firm are comparable to

terms of other comparably skilled professionals who the Committee interviewed.

6. Throughout this case, the Committee will supervise the fees and expenses of

FTI to manage costs. In particular, the Committee will review the invoices issued and applications

filed for payment of fees and reimbursement of expenses by FTI. The Committee understands that

FTI periodically adjusts its hourly billing rates for its respective professionals and paraprofessionals


#32681190 v2

periodically and may do so in connection with this engagement. The Committee has consented to

such ordinary course rate increases.

7. The Committee has approved FTI’s proposed rates and staffing plan. The

Committee has been advised that the rates for FTI professionals and paraprofessionals staffed on this

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

Title Hourly Rate

Senior Managing Directors

$800-925

Directors/Sr. Directors/Managing Directors

$580-765

Consultants/Senior Consultants

$300-555

Administrative/Paraprofessionals/Associates

$125-250

8. Based on the foregoing, the Committee is of the opinion that it is necessary

and appropriate to employ FTI and that such employment is in the best interest of the Committee and

the Debtors’ estates.


#32681189 v1

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: ) ) Chapter 11 SUNTECH AMERICA, INC., et al.,1 ) ) Case No. 15-10054 (CSS) ) (Jointly Administered) Debtors. )

DECLARATION IN SUPPORT OF THE APPLICATION FOR AN ORDER AUTHORIZING EMPLOYMENT AND RETENTION OF

FTI CONSULTING, INC. AS FINANCIAL ADVISOR FOR THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS

Pursuant to 28 USC Section 1746, Conor Tully declares as follows :

1. I am a Senior Managing Director with FTI Consulting, Inc., together with its

wholly owned subsidiaries (“FTI”), an international consulting firm. I submit this Declaration

on behalf of FTI (the “Declaration”) in support of the application (the “Application”) of the

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

the debtors and debtors-in-possession in the above-captioned chapter 11 cases (collectively, the

“Debtors”), for an order authorizing the employment and retention of FTI as financial advisor

under the terms and conditions set forth in the Application. Except as otherwise noted2, I have

personal knowledge of the matters set forth herein.

1. The Debtors in these Chapter 11 Cases, along with the last four digits of the Debtors’ federal tax identification

numbers, arc Suntech America, Inc. (9235) and Suntech Arizona, Inc. (0353). The Debtors’ mailing address is 50 I Second Street, Suite 575, San Francisco, CA 94107.

2 Certain of the disclosures herein relate to matters within the personal knowledge of other professionals at FTI and are based on information provided by them.


#32681189 v1

Disinterestedness and Eligibility

2. In connection with the preparation of this Declaration, FTI conducted a review of

its contacts with the Debtors, their affiliates and certain entities holding large claims against or

interests in the Debtors that were made reasonably known to FTI. A listing of the parties

reviewed is reflected on Exhibit A to this Declaration. FTI’s review, completed under my

supervision, consisted of a query of the Exhibit A parties within an internal computer database

containing names of individuals and entities that are present or recent former clients of FTI. A

listing of such relationships that FTI identified during this process is set forth on Exhibit B to this

Declaration.

3. Based on the results of its review FTI does not have a relationship with any of the

parties on Exhibit A in matters related to these proceedings. FTI has provided and could

reasonably expect to continue to provide services unrelated to the Debtors’ cases for the various

entities shown on Exhibit B. FTI’s assistance to these parties has been related to providing

various financial restructuring, litigation support, technology, strategic communications, and

economic consulting services. To the best of my knowledge, FTI does not hold or represent any

interest adverse to the estate, nor does FTI’s involvement in these cases compromise its ability to

continue such consulting services.

4. It is my understanding that FTI’s Singapore office was hired by appointment of

the High Court of Singapore upon the application of Suntech Power Holdings Company

(“SPHC”), the indirect parent company of the Debtors, to perform financial advisory work in

connection with an investment made by SPHC in a renewable energy fund based in Italy.

Ultimately, SPHC reached a settlement agreement, as such FTI was released as the court

appointed receiver of the Italian power assets. FTI’s work commenced around August 2012 and


#32681189 v1

was completed around October 2013. SPHC subsequently filed an insolvency proceeding in

November 2013. It is my understanding that this work was not related to or in connection with

the Debtors’ proceedings.

5. Further, as part of its diverse practice, FTI appears in numerous cases,

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

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

Debtors' cases. Also, FTI has performed in the past, and may perform in the future, advisory

consulting services for various attorneys and law firms, and has been represented by several

attorneys, law firms and financial institutions, some of whom may be involved in these

proceedings.

6. In addition, FTI has in the past, may currently and will likely in the future be

working with or against other professionals involved in these cases in matters unrelated to the

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

the best of my knowledge, none of these relationships create interests adverse to the estate, and

none are in connection with these cases.

7. FTI is not believed to be a “creditor” with respect to fees and expenses of any of

the Debtors within the meaning of section 101(10) of the Bankruptcy Code. Further, neither I nor

any other member of the FTI engagement team serving this Committee, to the best of my

knowledge, is a holder of any outstanding debt instruments or shares of the Debtors’ stock.

8. As such, to the best of my knowledge, FTI does not hold or represent any interest

adverse to the estate, and therefore believes it is eligible to represent the Committee under

section 1103(b) of the Bankruptcy Code.


#32681189 v1

9. The FTI professionals working on this matter are not relatives of the United States

Trustee or of any known employee in the office thereof, or any United States Bankruptcy Judge

of the District of Delaware.

10. It is FTI’s policy and intent to update and expand its ongoing relationship search

for additional parties in interest in an expedient manner. If any new material relevant facts or

relationships are discovered or arise, FTI will promptly file a Supplemental Declaration.

Professional Compensation

11. Subject to Court approval and in accordance with the applicable provisions of the

Bankruptcy Code, the Bankruptcy Rules, applicable U.S. Trustee guidelines and Local Rules,

FTI will seek payment for compensation on an hourly basis (except with respect to work

performed in connection with the sale of certain assets of Suntech Arizona, Inc., with such work

being performed under a separate arrangement as described in the Application), plus

reimbursement of actual and necessary expenses incurred by FTI, including legal fees related to

this retention application and future fee applications as approved by the court. FTI's customary

hourly rates as charged in bankruptcy and non-bankruptcy matters of this type by the

professionals assigned to this engagement are outlined in the Application for the employment of

FTI. These hourly rates are adjusted periodically.

12. According to FTI’s books and records, during the ninety day period prior to the

Debtors’ petition date, FTI performed no professional services or incurred any reimbursable

expenses on behalf of the Debtors.

13. To the best of my knowledge, a) no commitments have been made or received by

FTI with respect to compensation or payment in connection with these cases other than in

accordance with the provisions of the Bankruptcy Code and b) FTI has no agreement with any


#32681189 v1

other entity to share with such entity any compensation received by FTI in connection with these

chapter 11 cases.

I declare under penalty of perjury that the foregoing is true and correct Executed this ____ day of February, 2015

/s/ Conor P. Tully Conor P. Tully


#32681189 v1

EXHIBIT A

Listing of Parties-in-Interest Reviewed for Current and Recent Former Relationships Debtors Suntech America Suntech Power Suntech Arizona Suntech ES Holdings Debtors' Attorneys Richards, Layton & Finger Claims Agent UpShot Services LLC Debtors' Affiliates Bright Path Holdings Limited Global Solar Fund KSL Kuttler Automation Systems Kuttler Automation Systems (Suzhou) Company Kuttler Technology (Hong Kong) Limited Power Solar System Company (PSS) Power Solar System Pty Suntech (China) Investment Company Suntech Europe Suntech Global Solar Fund Partners Suntech Power (Cyprus) Company Suntech Power (Hong Kong) Company Suntech Power Deutschland Suntech Power Development Company Suntech Power Engineering Italy Suntech Power Engineering Spain Suntech Power GmbH & Company Suntech Power Holding (Germany) Suntech Power Holding Company Suntech Power International Suntech Power Italy Company Wuxi Sunshine Power Company Wuxi Wontech Company Debtors' Corporate Officers Zhengron Shi David He Kurt Metzger Michael Nacson Deyong He Michael Pearson

Robert Moon Paul Toan Debtors' Direct/Indirect Equity Owners Suntech ES Holdings, Inc. Suntech Power International Ltd. Suntech Power (Cyprus) Co., Ltd. Power Solar System Co., Ltd. Suntech Power Holdings Co., Ltd. Professionals/OCP's KPMG Deloitte & Touche LLP Fong Ko and Associates LLP Grant Thornton UK LLP Manke Haase Reichelt Shearman & Sterling LLP Mayer Brown LLP Bryan Cave LLP Gibbs Giden Locher Turner & Senet LLP Hanson Bridget LLP Hirsch & Westheimer P.C. Holland and Hart LLP Top Unsecured Creditors Bank of China California State Board of Equalization Centex Changzhou Almaden Co., Ltd. Energy Conversion Devices, Inc. Logistic Plus Inc. O'Melveny and Myers LLP Phoenix Packaging Cameron Park Senior Living LLC Pacific Oak Development, Inc. Solyndra LLC Specialized Technology Resources Suntech Power Asia Pacific Limited Tonglin Electric Tonsan US Customs and Border Protection Harry Fleming William & Cindy Kuffner


#32681189 v1

Official Creditors' Committee Members Gintech Energy Corporation Solyndra Residual Trust Wuxi Suntech Power Company Official Creditors' Committee Members' Attorneys Schnader Harrison Segal & Lewis LLP Pachulski Stang Ziehl and Jones LLP Schiff Hardin LLP Official Creditors' Committee Attorneys Sheppard Mullin Richter & Hampton LLP Pepper Hamilton LLP U.S. Trustee Employees of the District of Delaware Andy Vara (Andrew R. Vara) Joanne E. Clausen Randy Underwood Dianne P. Dugan Linda P. Logan T. Patrick Tinker Lauren Attix David Buchbinder Shakima L. Dortch Timothy J. Fox, Jr. Diane Giordano Christine Green Benjamin Hackman Jeffrey Heck Mark Kenney Jane Leamy Tony Murray James R. O'Malley Michael Panacio Tiiara Patton Juliet Sarkessian Richard Schepacarter Ramona Vinson Michael West Dion Wynn Bankruptcy Judges in District of Delaware Brendan L. Shannon Kevin J. Carey Kevin Gross Christopher S. Sontchi Mary F. Walrath Laurie Selber Silverstein

Insurers Life Insurance Company of North America Marsh (Beijing) Insurance Brokers Co., Ltd Marsh Risk & Insurance Serv. Metropolitan Life Insurance Company Minan Property and Casualty Insurance Company Limited PICC Property & Casualty Co., Ltd Sunshine Insurance Group Taiping General Insurance The Hartford Unum Life Insurance Company of America Xl Group Insurance Yong An Insurance Company Zurich Insurance Company Governmental Authorities Arizona Corporation Commission Arizona Department of Economic Security Arizona-Mexico Commission State Compensation Insurance Fund, California New York State Unemployment Insurance Orange City Fire Authority Securities and Exchange Commission Department Taxing Authorities Arizona Department of Revenue Franchise Tax Board New York State Department of Taxation & Finance San Francisco Tax Collector Colorado State Treasurer Florida Department of Revenue Massachusetts Department of Revenue North Carolina Department of Revenue Pennsylvania Department of Revenue Other Parties As Known Jiangsu Shunfeng Photovoltaic Technology Co Suntech Power Japan Corporation Suntech Power Investment Pte Suntech Singapore Fast Fame Global Limited John Maden (Liq. Trustee) Litigation Parties Allen Matkins Leck Gamble Mallory & Natsis LLP


#32681189 v1

Andy Phillips Bingham McCutchen LLP Brian & Jennifer Everett Callanan, Rogers & Dzida LLP Centerstone Centex Homes Christopher & Jennifer Pawlak Clifford B. Chapman, Jr & April Chapman Cooley Godward Kronish LLP Daina & Ignacio Nolasco Daniel Jr. and Robin L. Wallace, Trustees of the Wallace Family Trust Daniel/Kathy Sackl Danni Itani David & Ramona Guerra David & Terri Evans David Miller III & Vivian Miller Dennis & Zan Kriegel Don & Brenda Blom Douglas Neville Edward Eugene Snyder III and Judy Ann Snyder, Trustee of the Snyder Family 2008 Revocable Trust Fallon, Bixby, Cheng & Lee Inc. Fox Rothschild LLP Fulbright & Jaworski, LLP G. J. Gardner Homes Garrett & Gretchen Do Grandall Law Firm (Shanghai) Hickman, Palermo, Truong, and Becker, LLP Hirschmann Law Group Jacobacci, Avvocati, Avocats a La Cour Janet Shelton Jason S. Reynolds & Carrie Nay Jeffery Perry Jeitz & Goerens Jennifer S. Kattman Jerome & Kayla Simmons Jim & Gailyn Miranda Jones Day K B Home Klos Morel Vos & Schaap Los & Stigter Maples & Calder Marc Sapoznik & Amy L. Aufdemberge Mark & Tawnie Olson Mesquite Solar I, LLC Meyers, Nave, Riback, Silver, & Wilson PLC Michael Cusanelli & Feng Yu Hsiao

Michael Wade Anderson and Jessica Rien Anderson, Trustees of the 2008 Anderson Family Trust Millstone Peterson & Watts, LLP Mintz Levin Cohn Ferris Glovsky and Popeo PC Morrison & Foerster LLP Osborn Maledon Osler, Hoskin & Harcourt LLP Patrick & Chelsie Lynch Ponte Polermo Quarles & Brady LLP Quint & Thimmig LLP Randy Russell Rayhard Balingit Redentor & Joy Marinas Robert Caputo Robert J. Chaney Robert/Sherry Ortiz Rocky & Lisa Giannetta Rocky Fasini and Christine Elizabeth Fasani, Trustees of The Rocky and Christine Fasani Trust Rodyk & Davidson LLP Roger Yeh Ryan & Danielle Huntington Ryan Dressel S & S Homes Salans LLP Saunders & Dolleymore LLP Scott & Cynthia McElroy Sean Docherty & Crysia Von Burg Selma Arney & Andrew John Arney Shauntae Houff Sheppard Mullin Richter & Hampton LLP Sideman & Bancroft LLP Sidley Austin LLP Sintel Communications Snell & Wilmer, LLP State of Texas Stephon G. Allen Sutton Law Firm Syncon Homes Tanya Hughes Todd Wilson ULRS, Inc. & Empire Recovery Systems, Inc. D/B/A Vernon & Patty Fletcher Wilson Homes/Alvarez Wilson Homes/Cullers Wilson Homes/Husack


#32681189 v1

Woods Family Trust Potential Creditors Aaron Girvin Aaron Karpaty Academyx, Inc. Access Intelligence LLC Acco Engineered Systems Accountemps Accounting Principals, Inc. Ada Reyes Adam Abatzis Adam Green Advanced Mobile Notary Alan Spilkin Alan Wong Albert Lai Alejandro Villa Alexander Felin Alexis Moore Alicia Pipkin All Things Metal Allen Briscoe-Smith Allender Properties Allianz Global Corporate & Specialty AG Allied World Assurance Company Amanda Morgan Amber Rees Amendeep Phagura American Express American Management Association American Solar American Transportation Logistics Services, Inc. Amiee Balda Amy Aufdemberge Amy Pruden Ana Pera Andrea or Eric Latimer Andrew Arney Andrew Beebe Andrew Cawte Andrew Griffith Andrew Guaraglia Andrew Worm Andy Vu Angel Ortiz Angelica Deiranieh Angie Nguyen Ankur Dhawan

Anlin Ting-Mason Anna Abalos Anna Tran Anne Adrineda Anne Marie Bisson Anthony Chavarria Antonino G Silanos APICS - American Production and Inventory Control Society Appirio Inc. Appleone Inc. APS Arlene Aquilino Arsenio Macaspac AT&T AT&T Capital Services, Inc. AT&T Long Distance AT&T Mobility Atlas Material Testing Solutions Augusto Hagel Avalon Risk Management Insurance Agency LLC Avant Resources Avaya Inc. Bank of America, N.A. Bank of China Insurance Company Barbara Mcray Bazzill Engraving Company Bear Data Solutions Inc. Beijing Tianshan New Materials Technology Company Bekins Moving Solutions Belinda Fuentebella Beneficial Administration LLC Beneflex Benetta Wilson Berlyn Calon Bernard Pugh Betsy Huntingdon Beverly Ferguson Bill Lau Blue Shield of California Bob Conshue Boulevard Inc. Brady Phelps Brandon Howard Brandon Morgan Breanna McMahon Brett Cecil Brett Rockers


#32681189 v1

Brian Doughty Brian Keller Bridge Bank Brooke Hesseltine Brownink, Inc. Bruce Bitnoff Bruce Emerson Bryant Lee BT America Inc. Building Industry Credit Association Burg. Venn. BVBA Edwin Vermulst California Chamber of Commerce California Green Designs Canadian Standards Association Canon Financial Services Inc. Capitol Communications, Inc. Carol Ann Emquies Carol Cain-Hom Carol Reeves Carribean Renewable Tech Cartwright's on Saguaro LLC Cary Fox Catherine Graham CDW Celestica LLC Central Parking System Century Link CH Robinson Worldwide, Inc. Chad Hauenstein Design Championscott Partners Changzhou Amalek Dayton Corp. Channel Performance, Inc. Charissa Lee Charles Burke Charles Heinrichs Charles Wadkowski Cheng "Alex" Zhu Cheng Cheng Chengjiang Fu Cherie Chu Cheryl Davis Cheryl Dorsey Chester Brians China Coal Insurance Co., Ltd China Pacific Property Insurance Co., Ltd Chlic Chicago Chris Abbott Chris Camarena Chris Shepard Chris Sorenson

Christiana Rattazzi Christopher Gleason CHSH Ciber Cigna (Medical) Cinda Property and Casualty Insurance Co., Ltd Cindy Garcia Cindy Shao Cindy Vinet Cintas Cisco Webex LLC City of Columbia City Pick Up & Delivery, Inc. Clara Ruiz Clarifacts Inc. Clark Cowden Clarke, Modet & C - Portugal Clarren Tilos Clas Information Systems, Inc. Classicplan Premium Financing Inc. Clear Task, Inc. Clement Chang Cloudwords, Inc. CMGRP, Inc. CNA Surety Cobra Plus Administrators, Inc. Colette E Sheehan Collyer Bristow Comcast Commerce & Finance Law Offices Computer Consulting Partners, Ltd. Concept Corporation Conder Chandler Consolidated Security Systems Construction Software Technologies, Inc. Contractors State License Board Control Risks Corner Office Cornerstone Communities Corodata Records Management Inc Corodata Shredding Inc Corporate Care Cox Communication Phoenix Cox Communications Craigslist Credit Management Association Crystal Huang CSHR Inc. CT Corporation CT Lien Solutions


#32681189 v1

Cupertino Electric, Inc. Curtis Campbell Cushman & Wakefield (Agent For Symantec) Customized Storage Solutions & Hauling Dale Whitaker Dan Hendricks Dan Mcgrath Dan Moulton Dan Ponder Dan Pruden Daniel Turner Danny Nila Darrel Lawrence Darren Riesenweber Dave Stewart David Benson David Hyman David Jamica David King David Quach David Robinson David Tefera David Veach David Wiese DB Schenker Debbie Farmer Deborah Brown Deborah Ledford-Pettinger Deborah Lloyd Deborah Paris Debra Alvares Debra Dehrer Dennis Beesley Dennis Cogan Dennis Galang Dennis Moore Dennis Speciale Derek Henmi DH Pace Company Diane Goldberg Dick Wattenpaugh Digital Green Media LLC Dirk Spencer Discovia Dominic Roma Don Morgan Donald Benke Donald Shelton Donna Gianunzio Dorcas Mateo

Dr. Helen Papaconstantinou Dr. Nicolaus Ehinger Drew & Napier Duan & Duan Duke Realty Corporation Dun & Bradsheet, Inc. Dustyn Moyer Ecodirect, Inc. ECR Management and Insurance Services ECS Refining Ed Contreras Ed Nolasco Ed Schummer Ed Wallace Eddie Padilla Edward Bennett Edwin Feo Elemental Energy LLC DBA Sunetric Elite Expo Housing Elizabeth Gonzalez Ellen Chan Ellen May Lim Elzaburu Emily Johnson Enphase Energy, Inc. Enterprise Zone Program Eric Gibison Eric Ruiz Eric Sanchez Erin Bartucco Erin Mikelson Ernest Zeringue Erwin Medalle Essex Court Chambers Evan Hindman Expeditors Expeditors International of Washington, Inc. Expertise Exponent, Inc. Expotechnik Exterior Technologies DBA Extech Eyal Askenazi Farokh Deboo Fedex First Choice Services Fkex Print, Inc. Flash Messenger Flexprint, Inc. Florence Dibenedetto Florida Solar Energy Center


#32681189 v1

Floyd A. Peede III Fontana 56 Investors, LLC Forward One, LLC Forward Technology Group, Inc. Frank Chan Frank Poole Fred Sovottka Fred Wagner Freddy Chan Fredreich Alinas Freiburg Management Marketing International Freightview LLC Fresno Cogeneration Partners L.P. Furama Tours & Travel, Inc. Gabriele Imbsen Gail Barham Galen White Garrett Zipp Gary Cole Gary Davis Gary Nelson Gavin Elkins General Credit Forms, Inc. Generation PV Inc. Geoffrey Cunningham Geoffrey Harmon Gernot Michalke Gerry Hawkins Gilbert Hilleary Gilmin Kakilala Give Something Back Glenna Rose Cambidor Global Alliance Corporation Ltd. Graham Evarts Greater Phoenix Economic Council Green Thinking (Services) Ltd Greencitizen, Inc. Greentech Media, Inc. Greg Martinez Greg McDermott Gregory Nery Groundwork GSolutionz, Inc. Gurdev Ghangas Gurdez Summan H&H Storage Haas & Najarian Hallie Gray Hanely Quidato Hans (Hanyu) Zheng

Hawaiian Island Solar Heather Luikhart Heather Mardian Helen Chavez Helene Shaughnessy Hellman Worldwide Logistics, Inc. Henry Fong Henry Meier Herman Luch Herzog & Gozzi Hillary Gruber Hipolito Jamilan Horacio Correa Horizons at Indio Howard Gomes Hunt Building Co. Ltd Ian Sells Iheonu Oriaku Imas International GMBH Incorp Services, Inc. Incorporating Services Ltd Infiniti Travel Inc. Infocast Ink Works Inovateus Solar LLC Integro Insurance Brokers Interior Design Fair Intermedia International Data Group Inc International Sports Management Inc. Intersolar Interstate Renewable Energy Council, Inc. IP Networks Inc. Irene Linares Iris Chan J B Hunt Transport, Inc. J C Moving and Storage Inc. J.C. Moving Services Jack Hood Jack Liu Jackson Lewis Jadranka Hyatt Jake Wachman James Boyer James Dineen James Guisinger James Ishii General Contracting, Inc. James Madeull James Rehmann James Watson


#32681189 v1

Jams Inc. Jane Ware Jason Dionisio Jason Fry Jason Somer Jean Charter Jeannie Obrien Jeff Grad Jeff Gwinn Jeff Skinner Jeff Vandemark Jeffery Rauch Jeffrey H Schneider Jeffrey Shubert Jeffry Chang Jenine Scontrino Weber Jenna Morris Jennifer O'Bryon Jennifer Polis Jennifer Sellers Jeremy Koonz Jeremy Tamayo Jerome Antonysamy Jerome Simons Jerry Bono Jiangsu Sun Photovoltaic Joan Schauder Joann Bjelland Joe Depinho Joe Liu Joel Jacobs John Duckworth John Husak John Kuehler or Melisa Bittencourt John Lefebvre John Moran John Morrill John Rafferty John Ryan John Simmons John Street Johnny Garcia Jonathan Becka Jonathan Le Fevre Jonathan Presson Jonathan Stone Joseph Earth Joseph Gorman Joseph Mendelow Josephine Blommer

Joshua Markow Journey Hammond Julie Chao Julie Kehoe Julie L Hughes Juline Nguyen Julita Estabillo Julius Katz Justin Fecteau Justin Kobilis K Traces Kaiser Foundation Health Plan Kamal Duggirala Karandeep Singh Karen Bigham Karen Chew Karen Kovac Karen Shah-Mirany Karilyn Munz Karla Agrey Katheryn Uhlir Kathryn Losier Kathy Balough Kathy Dewerk Kay Albrigana Keith Christian Keith Davidson Keith Schneringer Kelly Bitzer Kelly Cieciorka Kelly Jones Ken Barling Kenneth Espell Kenneth J Delmonico Kenneth Lanning Kenneth Rosso Kerry Sorum Kevin & Yvette Forrester Kevin Lambert Kim (Vu) Nguyen Kim Liou Kim Taylor Kimberly Swan Kristin Neithercut Kroll Advisory Solutions Kuehne + Nagel Kyle Burak Lacey Carroll Ladies Who Lunch Catering and Events Landreth Harrison


#32681189 v1

Langtech Systems Large-Scale Solar Association Larry Birk Larry Bustos Larry Stahl Lauren Ruggiero Lavoix Lawrence Hynek Leonard Noack Lina Villanueva Linda Lim Linda Wesson Linda Yee Liqiang Cheng Lisa Hilmes Liz Sidman Lloyd Rippey Logistics Plus Inc. Lon Huber Lou Ann Kay Luc Sou Lucid Design, Inc. Lucky Strike San Francisco, LLC Luke Johnson LWT, Inc. Lynette Mendoza Macanthony Cadatl Manulife Financial Mara Davis Marc Sapoznik & Amy L. Aufdemberge Marc Tremel Marcyn Lord Marilyn Peterson Marivic Malolos Mark & Tawnie Olson Mark Cullers Mark Griess Mark Mcphail Mark Ong Mark R. Culpepper Marty McComas Marvin Moy Mary Anne R. Brady Matt Flinn Matthew Anand Matthew Flecklin Matthew Leducq Matthew Okuma MBT Systems Ltd. MC2

Mcmillan Electric Co. Mediacom Medithink, Inc. Mehnga Dosanjh Melanie Good Melodie Mcatee Melvin Barwick Merchant Service Mercury Solar Systems Mermen Austin Merrill Corporation Asia Limited Michael Darrett Michael Doud Michael Erikson Michael Ganotifi Michael Kutilek Michael Leonard Michael Mino Michael Norman Michael Roulet Michael Sponseller Michael Takacs Michael Tenette Michael Yaki Michal Dawes Michele Fadling Michele Sheffler Michelle Eddy Michelle Matthews Michelle Morrison-King Michelle Pelayo Mick Mcdaniel Miguel Corvacho Miguel Gallego Miguel Panti, Rosa Panti or Victor Montez Mike Blowmeyer Mike Butcher Mike Mcintyre Mike Mcneill Minitec Framing System, LLC Mitchel Whitman MMWD Mohammad Auwal Monica Franklin Montgomery Technologies, LLC Monticelli Painting and Decorating Inc. Morris Taylor Morrow Meadows Corporation Mossware LLC Mounir Itani


#32681189 v1

Multi-Contact USA My Tran Nan Yang Nancy Pikul Nathan Cole National Association of Credit Management National Registered Agents, Inc Navigant Consulting Neal Holmlund Neil Woodmas Nelda Danetaras Netsuite, Inc. Netxposure, Inc. New Horizons Corporate New York Solar Energy Industries Association New York Solar Jobs Pac New York State Insurance Fund Newsouth Innovations Pty Ltd. Newton Software, Inc. Nexamp Nicholas Nahial Nicole Meek Niedermann Noah Ruiz Nomeh Maida Northgrid Solar Services Inc. Nvision Global Technology Oliver Y Huang Ontility OPF Partners Optus Corporation Orange Terrace Library Orkin, Inc. Orozco Transportation, Inc. Pacer Transportation Solutions Pacific Voice & Data LLC Pamela Garcia Paragon Legal Group P.C. Pascual Pimentel Patricia Delgatto Patricia Laguarida Patricia Lambrecht Patricia Qiu Patrick Cummings Patrick K Beck Patrick Mulcahy Paul Franz Paula Marzola Paychex Inc. Paychex-Hrs

Pedro Gonzalez Peili Li Permacity Solar Perpetual Cit, LLC Pete Stroup Peter Hansen Peter Heald Petty Cash Phil Terribilini Photon Consulting LLC Photon USA Corp. Pinnacle Inc. Pinnacle Intertech, Inc. Pitney Bowes Global Financial Services LLC Plant Manning Polly Shaw Ponderosa Homes Ponderosa Homes III, Inc.-3 Ponte Palmero Portland Public School Prakash Goplan Preston Finney Print One Provenworks Psychic Jiangsu Electric Co., Ltd. Purchase Power Pushpanjalie Wijeratne PV America PV Evolution Labs Qing Wei Quantum Leap Productions, Inc. Radford Surveys & Consulting Raj Thangavelu Ralph Battle Randy Moreland Realtime Results Recurrent Energy Renee Silva Retc LLC Rhodora Loria Richard Bookbinder Richard Casteel Richard Farson Richard Hopkins Richard Monast Richard Warden Rick Kneeshaw Ricke Clark Rincon Band of San Luiseno Indians Roadrunner Transportation Services


#32681189 v1

Rob Mastic Rob Nakamura Rob Reed Robert Barnes Robert Behl Robert Downing Robert Firtel Robert Half International Robert O'Flaherty Robert Patterson Roberta Hamilton Roberto Balingit Robin Wallace Robust Rocky Fasani Roger Efird Roger Perkins Roger Vecta Ronald Chenier Ronald Snow Ronaldo Kamura Rondha Clark Ross Frank RR Donnelley RR Donnelley Roman Financial Rsc Equipment Rental Rupindar Samra Russell Hornsby Ryan Rea Ryan Shang Ryan Shann Ryan Stansfield Ryomei Izumikawa Sagar Chokshi Salesforce Dot Com Inc. Sally Davis Samuel Elmer Samuel Murch San Francisco Giants San Francisco Plant Company Sandra Cha Sandra Cosentino Sandra Loughlin Sara Bachmann Sara Bettencourt Sarah Viegas-Todd Schenker Inc. (Los Angeles, California) Scott Blizzard Scott Esplean Scott Miller

Scott Powley Scott Record Seac, LLC Sean Keith Seaside Construction Seatrade International Inc. Sebastian Mihailide Seia Sen Qu SEPA Service Corporation of Nacm Servicemaster by The Bay Seung Bach Shabad Puri Shalave Waite Shanghai Frensworkz Software Techonology Co, Ltd. Sharon Sharp Shawn Williams Shelley Bahr Sherry or Richard Steiman Shred Works, Inc. Shurong Huang Sierra Elizabeth Silicon Valley Leadership Group Singapore Telecommunications Ltd Soa Projects, Inc. So-Cal Solar Inc Solar Electric Light Fund Solar Energy Industries Association California Pac Solar Energy Tradeshows, LLC Solar Power International Solar Power Partners Solarpark Korea Solideia Desouza Solomon Harris Soo Kang Sophia Mahe Sovereign Bank Spotlight Ticket Management Springhills Suites Louisville Downtown Stacey Knuthson Staples Business Advantage Stephen Rodgers Stephen Ron Steve Carll Steve Harris Steve Recchia Steve Ward


#32681189 v1

Steven Chan Steven Lobe Steven Speck Stuart Stone Studio Legale Alleva & Associati Studio Legale Jacobacci Sterpi Francetti Regoli Se Hass & Associati Studley Inc. Sullivan Festeryga LLP Summer Shoemaker Summit Warehouse & Logistics Sunnydale Noval Suntech Arizona, Inc. (Interco) Suntech Power International Susanna Wilson Tapani or Kirsi Lindren Taverna Opa Tawana Lemus Taylorwessing Team 5 Properties Inc. Tecnoespecialidades Comerciales SA CV Terence Robertson Teresa Nebrida The Bank of New York Mellon The Boulders Resort The Canadian Solar Industries Association The CG&B Group The Nesbitt Group The Recorder The State Insurance Fund The Venetian The Wigwam Golf Resort & Spa Thewes Reuter Thomas Chew Thomas McKeon Thomas Nielsen Thomas Young Thunderbird Trophies Tiffany Crossgrove Tioga Solar Ii, LLC TNT USA Inc. Toby Cornell Toni Tibbetts Tonia Wong Tony Perra Total Quality Logistics Total Solutions LLC Toyota Motor Credit Corporation Travis Smith Trinity Management Services

Trinity Solar Trophy Properties IV B8A, LLC Troy Logistics LLC Trust Gl - Escrow Trustpointe, Inc. UBS Securities LLC Uline, Inc. United Rentals (North America), Inc. Ursula Daniel Van Aubel & Partner Van Dinter & Associates Vanessa Holzknecht Varadharajan Kope Vasari Energy North America, Inc. Verizon Verizon Wireless Victor Alinas Victor Breedlove Victor Pecoraro Victoria Hudson Viering, Jentschura & Partner Vinh Mai Vision Service Plan Vitaly Gusar Vladimir Litvime Vote Solar Walker Frost Walter Head Wayfinder LP Webbank Wei-Tai Kwok West Indies Solair Westin San Francisco Market Street Wheat Government Relations William Albert William Garrett William Patridge William R Switzenberg William Thomas Willis Eddy Willy Perez World Journal WTAS LLC Wuxi Brunswick Technology Co., Ltd. Wuxi Sunshine Power Co., Ltd. Xactly Corporation Xiaoling Qi Yang-Yu Fan Yi Teng Technology Yideng Technology (Suzhou) Limited Company


#32681189 v1

Yingda Taihe Property Insurance Co., Ltd. York and Chapel Zachry Industrial, Inc.

Zenaida Anunciacion Zing Jao


#32681189 v1

EXHIBIT B

Listing of Parties-in-Interest Noted for Court Disclosure

Relationships in Matters Related to These Proceedings None Relationships in Unrelated Matters


#32681189 v1

Debtors' Attorneys Richards, Layton & Finger Debtors' Affiliates Suntech Power Holding Company Professionals/OCP's KPMG Deloitte & Touche LLP Grant Thornton UK LLP Shearman & Sterling LLP Mayer Brown LLP Bryan Cave LLP Holland and Hart LLP Top Unsecured Creditors Bank of China O'Melveny and Myers LLP Official Creditors' Committee Members' Attorneys Pachulski Stang Ziehl and Jones LLP Schiff Hardin LLP Sheppard Mullin Richter & Hampton LLP Pepper Hamilton LLP Insurers Metropolitan Life Insurance Company The Hartford Zurich Insurance Company Taxing Authorities Pennsylvania Department of Revenue Litigation Parties Bingham McCutchen LLP Cooley Godward Kronish LLP Fox Rothschild LLP Fulbright & Jaworski, LLP Jones Day Maples & Calder Mintz Levin Cohn Ferris Glovsky and Popeo PC Morrison & Foerster LLP Osler, Hoskin & Harcourt LLP Quarles & Brady LLP Rodyk & Davidson LLP Salans LLP Sidley Austin LLP Snell & Wilmer, LLP State of Texas


#32681189 v1

Potential Creditors American Express APS AT&T AT&T Capital Services, Inc. AT&T Long Distance AT&T Mobility Bank of America, N.A. Blue Shield of California CDW Ciber Cigna (Medical) Cintas Cisco Webex LLC Comcast Craigslist CT Corporation Cushman & Wakefield (Agent For Symantec) Drew & Napier Duke Realty Corporation Dun & Bradstreet Fedex Jackson Lewis Kaiser Foundation Health Plan Kuehne + Nagel Logistics Plus Inc. Manulife Financial Pitney Bowes Global Financial Services LLC Recurrent Energy Robust RR Donnelley Salesforce Dot Com Inc. San Francisco Giants The Bank of New York Mellon The Venetian Toyota Motor Credit Corporation UBS Securities LLC Verizon Verizon Wireless Vision Service Plan


#32681186 v2


In re: ) Chapter 11 ) SUNTECH AMERICA INC., et al. ) Case No. 15-10054 (CSS) ) (Jointly Administered) Debtors. ) Related Docket No. _____

ORDER AUTHORIZING RETENTION OF FTI CONSULTING, INC. AS FINANCIAL ADVISOR

FOR THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS NUNC PRO TUNC TO JANUARY 26, 2015

Upon the application (the “Application”) of the Official Committee of Unsecured

Creditors (the “Committee”) of the above-captioned debtors and debtors in possession

(collectively, the "Debtors"), for an order pursuant to section 1103 of chapter 11 of title 11 of the

United States Code (the "Bankruptcy Code"), authorizing them to retain FTI Consulting, Inc.,

together with its wholly owned subsidiaries (“FTI”) as financial advisor; and upon the

Declaration of Conor P. Tully in support of the Application; and due and adequate notice of the

Application having been given; and it appearing that no other notice need be given; and it

appearing that FTI is not representing any adverse interest in connection with these cases; and it

appearing that the relief requested in the Application is in the best interest of the Committee;

after due deliberation and sufficient cause appearing therefore, it is hereby

ORDERED that the Application be, and it hereby is, granted; and it is further

ORDERED that the capitalized terms not defined herein shall have the meanings

ascribed to them in the Application; and it is further

ORDERED that in accordance with section 1103 of the Bankruptcy Code, the

Committee is authorized to employ and retain FTI as of January 26, 2015 as their financial

advisor on the terms set forth in the Application; and it is further


-2- #32681186 v2

ORDERED that FTI shall be compensated in accordance with the procedures set

forth in sections 330 and 331 of the Bankruptcy Code and such Bankruptcy Rules as may then be

applicable, from time to time, and such procedures as may be fixed by order of this court; and it

is further

ORDERED that, FTI is entitled to reimbursement of actual and necessary

expenses, including legal fees related to this retention application and future fee applications as

approved by the court; and it is further

ORDERED that the following indemnification provisions are approved:

a. subject to the provisions of subparagraphs (b) and (c) below, the Debtors are authorized to indemnify, and shall indemnify, FTI for any claims arising from, related to, or in connection with the services to be provided by FTI as specified in the Application, but not for any claim arising from, related to, or in connection with FTI’s post-petition performance of any other services other than those in connection with the engagement, unless such post-petition services and indemnification therefore are approved by this Court; and

b. the Debtors shall have no obligation to indemnify FTI for any claim or expense that is either (i) judicially determined (the determination having become final) to have arisen primarily from FTI’s bad faith, gross negligence or willful misconduct, (ii) settled prior to a judicial determination as to FTI's bad faith, gross negligence or willful misconduct, but determined by this Court, after notice and a hearing pursuant to subparagraph (c) infra, to be a claim or expense for which FTI is not entitled to receive indemnity under the terms of the Application; and

c. if, before the earlier of (i) the entry of an order confirming a chapter 11 plan in this case (that order having become a final order no longer subject to appeal), and (ii) the entry of an order closing this chapter 11 case, FTI believes that it is entitled to the payment of any amounts by the Debtors on account of the Debtors’ indemnification obligations under the Application, including, without limitation, the advancement of defense costs, FTI must file an application in this Court, and the Debtors may not pay any such amounts to FTI before the entry of an order by this Court approving the payment. This subparagraph (c) is intended only to specify the period of time under which the Court shall have jurisdiction over any request for fees and expenses by FTI for indemnification, and not as a provision limiting the duration of the Debtors’ obligation to indemnify FTI; and it is further


-3- #32681186 v2

ORDERED that this court shall retain jurisdiction with respect to all matters

arising or related to the implementation of this order.

Dated: ____________, 2015

____________________________________ HONORABLE CHRISTOPHER S. SONTCHI


Documents

IN THE UNITED STATES BANKRUPTCY COURT FOR THE …upshotservices.s3.amazonaws.com/files/6829f6a5... · 3. On January 22, 2015 the Office of the United States Trustee held a meeting