Statement of Qualifications to Serve as:

Interim CFO Chief Restructuring Officer Financial and Restructuring Advisors Expert Witness in Chapter 11 Matters

Cornerstone Delivers….. Substantial Restructuring Expertise, Custom Solutions, Seasoned Engagement Teams

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Company Overview

• Experienced distressed business advisory services firm

• Debtor and creditor representation

• Middle market focus• Greater than 50 years of

combined financial advisory services experience

• Goal of every engagement is to align operations and resources (assets, liabilities and capital)

Cornerstone Restructuring LLC (“Cornerstone” or the “Firm”) is a New York region distressed business advisory services firm specializing in providing:

Interim CFO services Chief Restructuring Officer services Financial and restructuring advisory services Expert witness services in Chapter 11 matters

The Firm’s principals have over 50 years of combined financial advisory services experience and have advised on many of the largest restructurings in recent corporate history. Cornerstone’s principals have advised on all sides of the restructuring table:

Company/board of directors Creditors/lenders (secured and unsecured) Shareholders/equity

Cornerstone’s principals have also served as interim management in CFO/CRO type capacities.

Cornerstone is focused on middle market companies with knowledgeable management who are not familiar with the restructuring process and/or how to effectively manage a diverse group of creditors in a distressed situation.

Company revenues typically range from $150.0M to $1.0B (although Cornerstone's principals have advised companies with revenues in excess of $10.0B)

Cornerstone’s principals have experience advising companies across most industries

Cornerstone’s engagement teams develop custom solutions designed to reduce execution risk, shorten the restructuring cycle and control costs. Key to this are the Firm’s engagement teams which are comprised of highly experienced executives, dedicated to successful and cost efficient execution.

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Substantial Restructuring Expertise

Substantial restructuring expertise reduces execution risk, shortens the restructuring cycle and lowers cost!

Cornerstone’s principals have over 50 years of combined restructuring advisory services experience. This experience enables the Firm to quickly assess the distressed situation, propose stabilization strategies, take control of the restructuring process and “free-up” management to address day-to-day operations.

Cornerstone’s principals have advised on all sides of the restructuring table and understand the needs of the various stakeholders involved in a restructuring: management/board of directors; secured and unsecured creditors; shareholders/equity; employees/unions/government agencies/etc. In addition, Cornerstone’s principals have served as interim management in CFO/CRO type capacities for distressed companies.

The Firm’s principals have extensive knowledge of the restructuring process and the strategic options available to a distressed company. The principals have advised on both Chapter 11 and out-of-court proceedings, advised on and negotiated security exchanges/covenants/amendments/waivers, and refinancing and sales transactions.

Cornerstone’s principals have a proven track record of developing and executing restructuring plans. Cornerstone principals know how to prepare the analyses required during the restructuring process (business plans, financial projections, cash flow forecasts, valuations, debt capacity analyses, etc.), communicate and negotiate restructuring plans with stakeholders and effectuate and monitor the plan’s implementation.

The Firm’s principals are experienced in providing other expert services including litigation support and expert testimony in Chapter 11 proceedings, valuation, refinancing and M&A advisory services, and accounting and finance services.

• Highly experienced• Deep knowledge of the

restructuring process and available options

• Advised on all sides of the restructuring table

• Served as interim management in CFO/CRO type capacities

• In-tune with the capital markets• Expert services• Broad industry knowledge

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Custom Solutions

Custom solutions to minimize risk, shorten the cycle and control costs!

Key to this is starting with the right approach. The Firm’s principals are focused on clearly defining an engagement’s scope of services and engagement team to suit the needs of every restructuring/interim management situation. Cornerstone’s engagement management process involves 4 key steps:

(i) Making Contact – Cornerstone’s principals typically make contact with the company or it’s creditors, and/or their representatives to discuss the business proposition and plan.

(ii) Meetings with Management (critical stage) – Cornerstone’s principals meet with key members of the management team (and company investors and lenders, if appropriate) to discuss the business prospects and objectives of the parties-in-interest. It is critical to understand the company’s liquidity position (and the patience of its creditors).

(iii) Initial Financial and Operational Assessment – Cornerstone’s principals perform a “walk-through” to make a preliminary assessment of the engagement scope. This stage typically involves evaluating management team needs, financial and liquidity positions, competitive position and sustainability. Based on this assessment, Cornerstone will propose an interim management/advisory engagement customized to the needs of the company and/or stakeholders. Each proposal includes the credentials of seasoned executives that will be dedicated through the life of the engagement.

(iv) Execution – Critical to the success of each engagement is the direct involvement of Cornerstone’s principals, who will oversee execution and monitor progress against defined milestones. This commitment enhances the effectiveness of the Firm’s engagement experts and ensures quality.

Committed to provide companies and their lenders with the most effective and efficient engagement team and restructuring process possible• Define objectives• Provide a pre-engagement

assessment or “walk-through”• Communicate with

stakeholders• Perform critical analyses• Execute efficiently and

effectively

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Seasoned Engagement Teams

Seasoned teams to reduce risk, shorten the cycle and control costs!

Cornerstone knows how to stabilize a company and build stakeholder confidence. On every engagement, Cornerstone’s objective is to be an active participant in the restructuring process – setting strategy, sharing insight and assisting in the company’s restructuring.

Cornerstone’s principals have been retained in many of the largest bankruptcies and restructurings in recent corporate history. They have also provided expert testimony and valuable litigation support services involving business valuations, going concern/solvency analyses, corporate investigations, preferential transactions, etc.

Cornerstone’s engagement teams are designed to meet the needs of the restructuring/interim management engagement in a cost effective and efficient manner. Each team will include experienced restructuring professionals with proven track records of successful restructuring plan implementation. Where appropriate, Cornerstone will supplement each team with seasoned executives with the requisite industry, accounting, finance, operations or strategic expertise required on the engagement.

Cornerstone does not employ a “leverage model”. Cornerstone’s engagement approach is to provide a small team of experienced executives who can manage existing company resources, as appropriate, to meet the informational, analytical and strategic needs of the restructuring process. If the need arises, the Firm can supplement existing company resources with appropriately skilled executives. This approach allows the Firm to scale up or down to meet the specific needs of each situation.

Cornerstone’s engagement teams are designed to minimize execution risk, time to successful restructuring plan implementation and cost to implement by ensuring the appropriate seasoned executives are allocated to each engagement.

Choosing the “right” financial advisor/interim management is critical to the success of the restructuring process and requires a high degree of trust and respect among the various stakeholders.

Why Cornerstone:• Proactive• Expert• Proven track records•Seasoned teams• No “leverage model”

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Experienced Principals

C. Kenneth White Louise Nash

Background Independent financial consultant providing services to distressed

businesses, expert testimony in Chapter 11 matters and CRO-type services.

From 1971 to 2002, served as Partner and Senior Managing Director of Ernst & Young’s Corporate Finance and Restructuring Group

35 years of professional experience with an in-depth concentration in finance and the recapitalization of companies

Background Independent financial consultant providing restructuring and

corporate finance services to distressed businesses Ernst & Young from 1991 to 2005, most recently serving as a

Partner of Ernst & Young Transaction Advisory Services Over 20 years of professional experience with an in-depth

concentration in corporate finance and restructuring

Experience Advised Fortune 500 and middle market companies (SEC registrants

and privately held) Advised board of directors, creditors and other stakeholders on

capital sourcing, financial projections, recapitalization strategies, etc. Provided financial due diligence and determined debt capacity and

economic analyses of debt exchanges Negotiated recapitalization term sheets and credit agreement

provisions Executed business turnarounds, corporate restructurings and served

as interim CFO Prepared going-concern valuations and liquidation analyses

Experience Advised Fortune 500 and middle market companies (SEC

registrants and privately held) Advised companies, creditors and other stakeholders on Chapter

11 / bankruptcy strategy, capital structure design and covenant analysis and negotiation

Developed, analyzed and implemented business plans and cash flow forecasts

Prepared debt capacity and DIP financing analyses Provided M&A advisory and capital markets strategy design and

implementation Prepared going-concern valuations and liquidation analyses

Education B.S. in Accounting from Ball State University MBA from University of Chicago Certified Public Accountant and member of AICPA Series 7, Series 24 and Series 63 General Securities Registered

Representative (2001 – 2004) Member of American College of Bankruptcy

Education BAdmin (Accounting & Finance) from Griffith University, Australia Series 7, Series 24 and Series 63 General Securities Registered

Representative (2001/02 – 2006) Member of CPA Australia Member of AIRA

Core Competencies: Restructuring/Chapter 11; Valuation; Accounting and Finance; Expert Testimony; Industry Knowledge

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Engagement Experience (1)

Automotive & Industrial Products Manufacturing Energy/Utilities/Mining Retail & Consumer Products

ABC-NACO, Inc. ACME Metals, Inc. AEI Resources, Inc. Freeman Shoe

Cross & Trecker Corporation AHMSA Apex Oil Company Grabill Corp.*

Flow & Specialty Castings Group Continental Can Company* Aquila Hartmarx Corporation

Freedom Forge Katy Industries, Inc. Clark Oil & Refining Company Home Interiors & Gifts

Jiffy Lube International* LaBarge, Inc.* Covanta Power / Ogden Energy International Horizons, Inc.

Mansfield Tire & Rubber Co. LTV Steel Enron Macleod-Stedman, Inc.*

Milacron Mercury Stainless Corp. GHR Companies, Inc* Montgomery Wards*

Oxford Automotive Pillowtex Corporation Mirant Americas Generation Stokely USA, Inc.

Specialty Equipment Company Sleepmaster, LLC Northwestern Corp. Vision Hardware Group*

Steiger Tractor* US Industries Petro Lewis Corporation Washington Industries*

Tenna Corporation USG Corporation PG&E Energy Services Wickes Furniture Company

Tokheim Corporation Washington Steel Shell Chemical Company Real Estate/Construction

White Motor Corp. Healthcare/Pharmaceuticals Texas International Company CNG Tower*

Restaurant & Hospitality A H Robins Company* The Williams Companies Las Colinas Corp*

Chicago Fishhouse Brookdale Hospital Financial Services/Insurance Technology/Comm./Entertain.

Del Taco Edgewater Hospital Blue Cross of Washington/Alaska Cartoon Pizza

Motels of America* Forum Health Conseco, Inc. Comdisco

Sizzler International Martha Washington Hospital Confia Bank Financial News Network*

Surf City Squeeze Medline Industries Inc.* Park Bank* Reveal Computers, Inc.

Watson Pharmaceuticals PennCorp Financial Group Silicon Graphics, Inc.

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

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Appendices

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Background and Experience of Principals

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C. Kenneth White, CPA

Background and Experience

Mr. White is an independent financial consultant providing distressed business advisory services, expert witness services in Chapter 11 matters and CRO-type services. Prior to working independently, Mr. White was with Ernst & Young from 1971 to 2002 and served as Partner and Senior Managing Director of Ernst & Young’s Corporate Finance and Restructuring Group. He has over 35 years of professional experience with an in-depth concentration in finance and the recapitalization of companies.

Mr. White has broad experience in providing financial advisory services to Fortune 500 and middle market companies, both SEC registrants and privately-held companies. A summary of his experience follows: Advised board of directors, creditors and other stakeholders on capital sourcing, financial projections, recapitalization strategies, etc. Provided financial due diligence and determined debt capacity and economic analyses of debt exchanges Negotiated recapitalization term sheets and credit agreement provisions Executed business turnarounds, corporate restructurings and served as interim CFO Prepared going-concern valuations and liquidation analyses

Mr. White has advised numerous companies and stakeholders over the years on various finance, recapitalizations, accounting and corporate restructuring matters. Some of the companies include:

ABC-NACO, Inc. ACME Metals, Inc. AEI Resources, Inc. A H Robins Company* Apex Oil Company Blue Cross of Washington/Alaska Brookdale Hospital Cartoon Pizza Chicago Fishhouse Clark Oil & Refining Company CNG Tower* Comdisco Conseco Insurance Company Continental Can Company* Covanta Power/Ogden Cross & Trecker Corporation

Edgewater Hospital Enron Financial News Network* Flow & Specialty Castings Group Forum Health Freedom Forge Freeman Shoe GHR Companies, Inc.* Grabill Corp.* Hartmarx Corporation International Horizons, Inc. Jiffy Lube International* Katy Industries, Inc. LaBarge, Inc.* Las Colinas Corp.* LTV Steel

Maclead-Stedman, Inc.* Mansfield Tire & Rubber Co. Martha Washington Hospital Medline Industries Inc.* Mercury Stainless Corp. Milacron Montgomery Wards* Motels of America* Park Bank* PennCorp Financial Group Petro Lewis Corporation PG&E Energy Services Pillowtex Corporation Reveal Computers, Inc. Silicon Graphics, Inc.

Sizzler International Shell Chemical Company Specialty Equipment Company Steiger Tractor* Stokely USA, Inc. Tenna Corporation Texas International Company Tokheim Corporation U.S. Industries USG Corporation Vision Hardware Group* Washington Industries* White Motor Corp. Wickes Furniture Company The Williams Companies

* Represents engagements requiring either testimony or litigation advisory services.

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C. Kenneth White, CPA (cont.)

Education and Professional Affiliations

B.S. in Accounting from Ball State UniversityM.B.A. from University of ChicagoCertified Public Accountant and member of AICPASeries 7, Series 24, and Series 63 General Securities Registered Representative (2001 – 2004)Member of the American College of Bankruptcy

Contact Information

Phone: (201) 963-0370Mobile: (917) 414-9504Email: whiteckw@aol.com

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Louise Nash

Background and Experience

Ms. Nash is an independent financial consultant providing restructuring and corporate finance services to distressed businesses. Prior to working independently, Ms. Nash was with Ernst & Young from 1991 to 2005, most recently serving as a Partner of Ernst & Young Transaction Advisory Services where she was responsible for providing corporate restructuring and capital markets advisory services. Ms. Nash has over 20 years of professional experience with an in-depth concentration in corporate finance and restructuring.

Ms. Nash has significant experience providing financial advisory services to large and middle market corporations, creditors and stakeholders. A summary of her experience follows:

Advised companies, creditors and other stakeholders on bankruptcy strategy, capital structure design and covenant analysis and negotiation Developed, analyzed and implemented business plans and cash flow forecasts Prepared debt capacity and DIP financing analyses Provided M&A advisory and capital markets strategy design and implementation Prepared going-concern valuations and liquidation analyses

The following is a list of select engagements where Ms. Nash has provided restructuring and/or other financial advisory services to the company, creditors or other stakeholders: AHMSA AEI Resources, Inc. Aquila Confia Conseco, Inc. Del Taco Forum Health

Home Interiors & Gifts Milacron, Inc. Mirant Americas Generation Northwestern Corp. Oxford Automotive Group PennCorp Financial Group PG&E Energy Services

Sleepmaster, LLC Sizzler International Surf City Squeeze Reveal Computers US Industries The Williams Companies The Witan Group

Education and Professional Affiliations

BAdmin (Accounting & Finance) from Griffith University, AustraliaSeries 7, Series 24 and Series 63 General Securities Registered Representative (2001/02 – 2006)Member of CPA Australia and AIRA

Contact InformationPhone: (212) 842-0233Mobile: (917) 861-8217Email: louisejnash@aol.com