alg Doc 224 Filed 11/02/11 Entered 11/02/11 16:56:11 Main Document Pg 1 of 3

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1 alg Doc 224 Filed 11/02/11 Entered 11/02/11 16:56:11 Main Document Pg 1 of 3 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK x In re: : Chapter 11 : ALEXANDER GALLO HOLDINGS, : Case No LLC, et al., 1 : : (Jointly Administered) Debtors. : x SUPPLEMENTAL DECLARATION OF TOM BECKER IN SUPPORT OF DEBTORS APPLICATION PURSUANT TO SECTION 327(a) OF THE BANKRUPTCY CODE AND BANKRUPTCY RULE 2014(a) FOR AUTHORIZATION TO EMPLOY AND RETAIN SITRICK AND COMPANY AS CORPORATE COMMUNICATIONS CONSULTANT FOR THE DEBTORS, NUNC PRO TUNC TO THE PETITION DATE State of New York ) ) SS: County of New York ) I, Tom Becker, being duly sworn, depose and say: 1. I am a member in the firm of Sitrick and Company, a division of Sitrick Brincko Group, LLC ( Sitrick ), a strategic communications firm which has its principal office at 1840 Century Park East, Suite 800, Los Angeles, CA 90067, as well as offices in New York, San Francisco, Silicon Valley and Miami. 2. I submit this supplemental declaration in further support of the Application (the Application ), 2 dated as of September 7, 2011, of Alexander Gallo Holdings, LLC and certain of its subsidiaries and affiliates, as debtors and debtors in possession (collectively, the 1 The Debtors, together with the last four digits of each Debtor s federal tax identification number, are: Alexander Gallo Holdings, LLC (4040); Set Depo, LLC (4236); AG/Sanction LLC (2187); Unlimited Languages, Inc. (7755); The Hobart West Group, Inc. (9849); Deponet, LLC (0336); Esquire Deposition Services, LLC (9684); Esquire Litigation Solutions, LLC (0947); Esquire Solutions, LLC (9382); Hobart West Solutions, LLC (6005); and D-M Information Systems, Inc. (3504). 2 Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Application. EAST\

2 alg Doc 224 Filed 11/02/11 Entered 11/02/11 16:56:11 Main Document Pg 2 of 3 Debtors ) pursuant to section 327(a) of title 11 of the United States Code, 11 U.S.C. 101, et seq. (the Bankruptcy Code ) and Rule 2014(a) of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules ) for entry of an order authorizing the retention and employment of Sitrick as corporate communications consultant for the Debtors, nunc pro tunc to the Petition Date. Except as otherwise noted, I have personal knowledge of the matters set forth herein and, if called as a witness, would testify competently thereto. 3. Based on discussions with the Office of the United States Trustee for the Southern District of New York (the U.S. Trustee ), Sitrick has agreed to certain modifications to the terms of its engagement. Specifically, Sitrick has agreed to remove the references contained in Section 3 of the Sitrick Agreement with respect to the potential use of a private plane and the potential use of an apartment in New York for travel purposes. Sitrick maintains an office in New York and, when the presence of a Sitrick employee in New York is required, will use it best efforts to allow an employee located in New York to handle the applicable matter. If it becomes necessary for a Sitrick employee located outside of New York to be present in New York in connection with this matter, such employee will travel on the lowest available economy class fare on a commercial airline. 4. Attached hereto as Exhibit A is a revised proposed order on the Application which incorporates comments received from the U.S. Trustee. Attached hereto as Exhibit B is a blackline copy comparing the revised proposed order against the version filed with the Application. EAST\

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4 alg Doc Filed 11/02/11 Entered 11/02/11 16:56:11 Exhibit A Pg 1 of 6 Exhibit A

5 alg Doc Filed 11/02/11 Entered 11/02/11 16:56:11 Exhibit A Pg 2 of 6 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK x In re: : Chapter 11 : ALEXANDER GALLO HOLDINGS, : Case No LLC, et al., 1 : : (Jointly Administered) Debtors. : x ORDER PURSUANT TO SECTION 327(a) OF THE BANKRUPTCY CODE AND BANKRUPTCY RULE 2014(a) FOR AUTHORIZATION TO EMPLOY AND RETAIN SITRICK AND COMPANY AS CORPORATE COMMUNICATIONS CONSULTANT FOR THE DEBTORS, NUNC PRO TUNC TO THE PETITION DATE Upon the application (the Application ) 2 of Alexander Gallo Holdings, LLC and certain of its subsidiaries and affiliates, as debtors and debtors in possession (collectively, the Debtors ), for entry of an order, pursuant to section 327(a) of title 11 of the United States Code, 11 U.S.C. 101, et seq. (the Bankruptcy Code ), authorizing the Debtors to retain the firm of Sitrick and Company, a division of Sitrick Brincko Group, LLC ( Sitrick ), as corporate communications consultant, nunc pro tunc to the Petition Date (as defined below), pursuant to the terms of that certain engagement letter, dated July 11, 2011 (the Sitrick Agreement ), a copy of which is attached as Exhibit A to the Application, and upon the Declaration of Tom Becker, member of Sitrick, dated September 7, 2011 (the Becker Declaration ), which is attached as Exhibit B to the Application; and the Court being satisfied based on the representations in the Application and the Becker Declaration that Sitrick is disinterested as defined in section 1 The Debtors, together with the last four digits of each Debtor s federal tax identification number, are: Alexander Gallo Holdings, LLC (4040); Set Depo, LLC (4236); AG/Sanction LLC (2187); Unlimited Languages, Inc. (7755); The Hobart West Group, Inc. (9849); Deponet, LLC (0336); Esquire Deposition Services, LLC (9684); Esquire Litigation Solutions, LLC (0947); Esquire Solutions, LLC (9382); Hobart West Solutions, LLC (6005); and D-M Information Systems, Inc. (3504). 2 Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Application. EAST\

6 alg Doc Filed 11/02/11 Entered 11/02/11 16:56:11 Exhibit A Pg 3 of 6 101(14) of the Bankruptcy Code, as modified by section 1107(b) of the Bankruptcy Code, and holds no interest adverse to the Debtors or their estates in connection with the matters for which Sitrick is to be retained by the Debtors, as required by section 327(a) of the Bankruptcy Code; and the Court having jurisdiction to consider the Application and the relief requested therein pursuant to 28 U.S.C. 1334; and consideration of the Application and the relief requested therein being a core proceeding pursuant to 28 U.S.C. 157(b); and venue being proper before this Court pursuant to 28 U.S.C and 1409; and due and proper notice of the Application having been provided, and it appearing that no other or further notice be provided; and the Court having reviewed the Application; and the Court having determined that the legal and factual bases set forth in the Application establish just cause for the relief granted herein; and upon all of the proceedings had before this Court, and after due deliberation and sufficient cause appearing therefore; IT IS HEREBY ORDERED THAT: 1. The Application is granted to the extent set forth herein. 2. Pursuant to Bankruptcy Code sections 327(a) and 1107(b), the Debtors are hereby authorized to retain Sitrick as their corporate communications consultant, on a final basis, in accordance with the terms set forth in the Sitrick Agreement. 3. The terms and conditions of the Sitrick Agreement, including, without limitation, the fee provisions and the indemnification provisions, are reasonable and are approved. 4. The Debtors retention of Sitrick is hereby approved effective nunc pro tunc to the Petition Date and the Debtors are authorized to pay, reimburse, and indemnify Sitrick according to the terms and at the times specified in the Sitrick Agreement, except as may be otherwise set forth herein. Sitrick will file fee applications for the allowance of compensation for services rendered and reimbursement of expenses incurred in accordance with the applicable provisions EAST\

7 alg Doc Filed 11/02/11 Entered 11/02/11 16:56:11 Exhibit A Pg 4 of 6 of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, the U.S. Trustee Guidelines and any other applicable procedures and orders of the Court. 5. Sitrick shall be compensated in accordance with the provisions of sections 330 and 331 of the Bankruptcy Code and applicable provisions of the Bankruptcy Rules, the Local Rules and applicable orders of this Court. 6. All requests by Sitrick for the payment of indemnification as set forth in the Application and Sitrick Agreement shall be made by means of an application to the Court and shall be subject to review by the Court to ensure that payment of such indemnity conforms to the terms of the Application and Sitrick Agreement and is reasonable under the circumstances of the litigation or settlement in respect of which indemnity is sought, provided however, that in no event shall Sitrick be indemnified in the case of its own bad-faith, self-dealing, breach of fiduciary duty, gross negligence or willful misconduct. 7. In no event shall Sitrick be indemnified if the Debtors or a representative of the estates asserts a claim for, and a court determines by final order that such claim arose out of, Sitrick s own bad-faith, self-dealing, breach of fiduciary duty, gross negligence, or willful misconduct. 8. In the event that Sitrick seeks reimbursement from the Debtors for attorneys fees and expenses in connection with the payment of an indemnity claim pursuant to the Application and Sitrick Agreement, the invoices and supporting time records for the attorneys fees and expenses shall be included in Sitrick s own applications, both interim and final, and these invoices and time records shall be subject to the Amended Guidelines, the UST Guidelines and the approval of the Bankruptcy Court pursuant to sections 330 and 331 of the Bankruptcy Code without regard to whether such attorneys have been retained under section 327 of the Bankruptcy EAST\

8 alg Doc Filed 11/02/11 Entered 11/02/11 16:56:11 Exhibit A Pg 5 of 6 Code, and without regard to whether such attorneys services satisfy section 330(a)(3)(C) of the Bankruptcy Code. 9. Ten (10) business days notice must be provided by Sitrick to the Debtors, the United States Trustee, and counsel to the Creditors Committee prior to any change in the rates set forth in the Application, and such notice must be filed with the Court. 10. All of Sitrick s personnel who provide services to or on behalf of the Debtors, with the exception of clerical staff, shall keep contemporaneous records of the services they have performed in one-half hour increments and in project categories. This provision shall be the only exception to the requirement that Sitrick adhere to the UST Guidelines. 11. Notwithstanding any provision to the contrary in the Application or Sitrick Agreement, any dispute relating to the services provided by Sitrick shall be referred to arbitration consistent with the terms of the Application or Sitrick Agreement only to the extent that this Court does not have, retain or exercise jurisdiction over the dispute. 12. Notwithstanding anything to the contrary in the Sitrick Agreement, the second and third sentences of Section 3 are deleted. 13. Notwithstanding any Bankruptcy Rule to the contrary, this Order shall be immediately effective and enforceable upon its entry 14. The Debtors are empowered to take all actions necessary to effectuate the relief granted pursuant to this Order in accordance with the Application. EAST\

9 alg Doc Filed 11/02/11 Entered 11/02/11 16:56:11 Exhibit A Pg 6 of This Court shall retain jurisdiction with respect to all matters arising from or relating to the implementation or interpretation of this Order. Dated:, 2011 New York, New York UNITED STATES BANKRUPTCY JUDGE EAST\

10 alg Doc Filed 11/02/11 Entered 11/02/11 16:56:11 Exhibit B Pg 1 of 7 Exhibit B

11 alg Doc Filed 11/02/11 Entered 11/02/11 16:56:11 Exhibit B Pg 2 of 7 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK x In re: : Chapter 11 : ALEXANDER GALLO HOLDINGS, : Case No LLC, et al., 1 : : (Jointly Administered) Debtors. : x ORDER PURSUANT TO SECTION 327(a) OF THE BANKRUPTCY CODE AND BANKRUPTCY RULE 2014(a) FOR AUTHORIZATION TO EMPLOY AND RETAIN SITRICK AND COMPANY AS CORPORATE COMMUNICATIONS CONSULTANT FOR THE DEBTORS, NUNC PRO TUNC TO THE PETITION DATE Upon the application (the Application ) 2 of Alexander Gallo Holdings, LLC and certain of its subsidiaries and affiliates, as debtors and debtors in possession (collectively, the Debtors ), for entry of an order, pursuant to section 327(a) of title 11 of the United States Code, 11 U.S.C. 101, et seq. (the Bankruptcy Code ), authorizing the Debtors to retain the firm of Sitrick and Company, a division of Sitrick Brincko Group, LLC ( Sitrick ), as corporate communications consultant, nunc pro tunc to the Petition Date (as defined below), pursuant to the terms of that certain engagement letter, dated July 11, 2011 (the Sitrick Agreement ), a copy of which is attached as Exhibit A to the Application, and upon the Declaration of Tom Becker, member of Sitrick, dated September 7, 2011 (the Becker Declaration ), which is attached as Exhibit B to the Application; and the Court being satisfied based on the representations in the 1 The Debtors, together with the last four digits of each Debtor s federal tax identification number, are: Alexander Gallo Holdings, LLC (4040); Set Depo, LLC (4236); AG/Sanction LLC (2187); Unlimited Languages, Inc. (7755); The Hobart West Group, Inc. (9849); Deponet, LLC (0336); Esquire Deposition Services, LLC (9684); Esquire Litigation Solutions, LLC (0947); Esquire Solutions, LLC (9382); Hobart West Solutions, LLC (6005); and D-M Information Systems, Inc. (3504). 2 Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Application. EAST\

12 alg Doc Filed 11/02/11 Entered 11/02/11 16:56:11 Exhibit B Pg 3 of 7 Application and the Becker Declaration that Sitrick is disinterested as defined in section 101(14) of the Bankruptcy Code, as modified by section 1107(b) of the Bankruptcy Code, and holds no interest adverse to the Debtors or their estates in connection with the matters for which Sitrick is to be retained by the Debtors, as required by section 327(a) of the Bankruptcy Code; and the Court having jurisdiction to consider the Application and the relief requested therein pursuant to 28 U.S.C. 1334; and consideration of the Application and the relief requested therein being a core proceeding pursuant to 28 U.S.C. 157(b); and venue being proper before this Court pursuant to 28 U.S.C and 1409; and due and proper notice of the Application having been provided, and it appearing that no other or further notice be provided; and the Court having reviewed the Application; and the Court having determined that the legal and factual bases set forth in the Application establish just cause for the relief granted herein; and upon all of the proceedings had before this Court, and after due deliberation and sufficient cause appearing therefore; IT IS HEREBY ORDERED THAT: 1. The Application is granted to the extent set forth herein. 2. Pursuant to Bankruptcy Code sections 327(a) and 1107(b), the Debtors are hereby authorized to retain Sitrick as their corporate communications consultant, on a final basis, in accordance with the terms set forth in the Sitrick Agreement. 3. The terms and conditions of the Sitrick Agreement, including, without limitation, the fee provisions and the indemnification provisions, are reasonable and are approved. 4. The Debtors retention of Sitrick is hereby approved effective nunc pro tunc to the Petition Date and the Debtors are authorized to pay, reimburse, and indemnify Sitrick according to the terms and at the times specified in the Sitrick Agreement, except as may be otherwise set forth herein. Sitrick will file fee applications for the allowance of compensation for services EAST\

13 alg Doc Filed 11/02/11 Entered 11/02/11 16:56:11 Exhibit B Pg 4 of 7 rendered and reimbursement of expenses incurred in accordance with the applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, the U.S. Trustee Guidelines and any other applicable procedures and orders of the Court. 5. Sitrick shall be compensated in accordance with the provisions of sectionsections 330 and 331 of the Bankruptcy Code and applicable provisions of the Bankruptcy Rules, the Local Rules and applicable orders of this Court. 6. Notwithstanding anything to the contrary in the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, and any orders of this Court or any guidelines regarding the submission and approval of fee applications, Sitrick and its professionals shall only be required to file a schedule that identifies those professionals which have provided services on behalf of the Debtors and that provides a general description of the services performed by such professionals.all requests by Sitrick for the payment of indemnification as set forth in the Application and Sitrick Agreement shall be made by means of an application to the Court and shall be subject to review by the Court to ensure that payment of such indemnity conforms to the terms of the Application and Sitrick Agreement and is reasonable under the circumstances of the litigation or settlement in respect of which indemnity is sought, provided however, that in no event shall Sitrick be indemnified in the case of its own badfaith, self-dealing, breach of fiduciary duty, gross negligence or willful misconduct. 7. In no event shall Sitrick be indemnified if the Debtors or a representative of the estates asserts a claim for, and a court determines by final order that such claim arose out of, Sitrick s own bad-faith, self-dealing, breach of fiduciary duty, gross negligence, or willful misconduct. EAST\

14 alg Doc Filed 11/02/11 Entered 11/02/11 16:56:11 Exhibit B Pg 5 of 7 8. In the event that Sitrick seeks reimbursement from the Debtors for attorneys fees and expenses in connection with the payment of an indemnity claim pursuant to the Application and Sitrick Agreement, the invoices and supporting time records for the attorneys fees and expenses shall be included in Sitrick s own applications, both interim and final, and these invoices and time records shall be subject to the Amended Guidelines, the UST Guidelines and the approval of the Bankruptcy Court pursuant to sections 330 and 331 of the Bankruptcy Code without regard to whether such attorneys have been retained under section 327 of the Bankruptcy Code, and without regard to whether such attorneys services satisfy section 330(a)(3)(C) of the Bankruptcy Code. 9. Ten (10) business days notice must be provided by Sitrick to the Debtors, the United States Trustee, and counsel to the Creditors Committee prior to any change in the rates set forth in the Application, and such notice must be filed with the Court. 10. All of Sitrick s personnel who provide services to or on behalf of the Debtors, with the exception of clerical staff, shall keep contemporaneous records of the services they have performed in one-half hour increments and in project categories. This provision shall be the only exception to the requirement that Sitrick adhere to the UST Guidelines. 11. Notwithstanding any provision to the contrary in the Application or Sitrick Agreement, any dispute relating to the services provided by Sitrick shall be referred to arbitration consistent with the terms of the Application or Sitrick Agreement only to the extent that this Court does not have, retain or exercise jurisdiction over the dispute. 12. Notwithstanding anything to the contrary in the Sitrick Agreement, the second and third sentences of Section 3 are deleted. EAST\

15 alg Doc Filed 11/02/11 Entered 11/02/11 16:56:11 Exhibit B Pg 6 of Notwithstanding any Bankruptcy Rule to the contrary, this Order shall be immediately effective and enforceable upon its entry The Debtors are empowered to take all actions necessary to effectuate the relief granted pursuant to this Order in accordance with the Application This Court shall retain jurisdiction with respect to all matters arising from or relating to the implementation or interpretation of this Order. Dated:, 2011 New York, New York UNITED STATES BANKRUPTCY JUDGE EAST\

16 alg Doc Filed 11/02/11 Entered 11/02/11 16:56:11 Exhibit B Pg 7 of 7 Document comparison by Workshare Professional on Wednesday, October 26, :02:13 PM Input: Document 1 ID Description Document 2 ID Description Rendering set interwovensite://eastdms/east/ /1 # v1<EAST> - AGH - Order on Application to Retain Sitrick interwovensite://eastdms/east/ /2 # v2<EAST> - AGH - Order on Application to Retain Sitrick DLAPiper Legend: Insertion Deletion Moved from Moved to Style change Format change Moved deletion Inserted cell Deleted cell Moved cell Split/Merged cell Padding cell Statistics: Count Insertions 19 Deletions 8 Moved from 2 Moved to 2 Style change 0 Format changed 0 Total changes 31