)

In re: ) Chapter 11
)
CENTRAL EUROPEAN DISTRIBUTION ) Case No. 13- ( )
CORPORATION,

)
)
Debtors. ) Joint Administration Requested
)

1. I am a Senior Director with The Garden City Group, Inc. ('GCG) and have
personal knowledge oI the Iacts set Iorth herein. GCG is a bankruptcy and class action
settlement administration Iirm headquartered in Lake Success, New York.
2. Central European Distribution Corporation ('CEDC), CEDC Finance
Corporation ('CEDC FinCo) and CEDC Finance Corporation LLC (together with CEDC and
CEDC FinCo, the 'Debtors)
2
retained GCG pursuant to that certain Bankruptcy Administration
Agreement, dated as oI February 5, 2013, to serve (i) as the inIormation agent in connection with
(A) CEDC Finco`s oIIer to exchange all oI its outstanding 9.125 Senior Secured Notes due
2016 (the '9.125 Existing 2016 Notes) and the 8.875 Senior Secured Notes due 2016 (the
'8.875 Existing 2016 Notes, and together with the 9.125 Existing 2016 Notes, the 'Existing
2016 Notes or 'Class 2 Claims) Ior certain exchange consideration (the 'Exchange OIIer);
1
The Debtors and the last Iour digits oI their taxpayer identiIication numbers are as Iollows: Central European
Distribution Corporation (5271), CEDC Finance Corporation International, Inc. (0116), and CEDC Finance
Corporation LLC (5271). The address Ior each oI the Debtors is 3000 Atrium Way, Suite 265, Mt. Laurel, NJ
08054.
2
CEDC Finance Corporation LLC is also a debtor in these chapter 11 cases.

Case 13-10738 Doc 11 Filed 04/07/13 Page 1 of 47

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and (B) the solicitation oI consents to amendments to the indenture governing the Existing 2016
Notes (the 'Consent Solicitation); and (ii) as the voting agent in connection with the solicitation
oI votes to accept or reject the Debtors` Amended and Restated Joint Prepackaged Chapter 11
Plan oI Reorganization oI Central European Distribution Corporation, . (the Prepackaged
Plan and the solicitation thereoI, the 'Prepackaged Plan Solicitation).
3. In its capacity as voting agent and in accordance with instructions provided by
Debtors` counsel, Skadden, Arps, Slate, Meagher & Flom LLP ('Skadden), GCG coordinated
the service oI the Solicitation Materials (as deIined below) upon those creditors entitled to vote
to accept or reject the Prepackaged Plan.
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4. On February 25, 2013, the Debtors transmitted to The Depository Trust Company
('DTC), Euroclear Bank SA/NV ('Euroclear) and Clearstream International ('Clearstream
together with Euroclear, the 'European Clearinghouses),
3
the Debtors` OIIering Memorandum,
Consent Solicitation Statement and Disclosure Statement Soliciting Acceptances oI a
Prepackaged Plan oI Reorganization, dated February 25, 2013 (the 'Initial Disclosure Statement
and the launch thereoI, the 'Initial Launch). On March 8, 2013, the Debtors transmitted to DTC
and the European Clearinghouses, the Debtors` Amended and Restated OIIering Memorandum,
Consent Solicitation Statement and Disclosure Statement Soliciting Acceptances oI a
Prepackaged Plan oI Reorganization, dated March 8, 2013 (the 'Amended Disclosure Statement
and the launch thereoI, the 'Amended Launch). On March 18, 2013, the Debtors transmitted to
DTC and the European Clearinghouses, the Debtors` Supplement No. 1 to the Amended and
Restated OIIering Memorandum, Consent Solicitation Statement and Disclosure Statement
3
Euroclear and Clearstream are the European counterparts to DTC. Their services include, among others,
settlement, clearing, and saIekeeping oI internationally-traded bonds and equities.
Case 13-10738 Doc 11 Filed 04/07/13 Page 2 of 47
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Soliciting Acceptances oI a Prepackaged Plan oI Reorganization, dated March 18, 2013
('Supplement No. 1 to Amended Disclosure Statement and the launch thereoI, the
'Supplemental Launch).
5. In connection with the Initial Launch, Amended Launch and Supplemental
Launch, GCG was required to transmit multiple series oI solicitation materials to eligible
participants/voters. For ease oI reIerence, below is a chart setting Iorth the solicitation materials
associated with the Initial Launch, Amended Launch and Supplemental Launch (the Solicitation
Materials).
-
Initial Launch
(February 25, 2013)
i Initial Disclosure Statement
i Class 2A, Class 2B and Class 2C ballot Ior use by
holders oI 9.125 Existing 2016 Notes (the Initial Class
2 (9.125 Existing 2016 Notes) Ballot)
i Class 2A, Class 2B and Class 2C master ballot Ior use by
nominees on behalI oI holders oI 9.125 Existing 2016
Notes (the Initial Class 2 (9.125 Existing 2016 Notes)
Master Ballot)
i Class 2A, Class 2B and Class 2C ballot Ior use by
holders oI 8.875 Existing 2016 Notes (the Initial Class
2 (8.875 Existing 2016 Notes ) Ballot)
i Class 2A, Class 2B and Class 2C master ballot Ior use by
nominees on behalI oI holders oI 8.875 Existing 2016
Notes (the Initial Class 2 (8.875 Existing 2016 Notes)
Master Ballot)
i Class 5A ballot Ior use by holders oI Existing 2013 Notes
(the 'Initial Class (Existing 2013 Notes) 5 Ballot)
i Class 5A master ballot Ior use by nominees on behalI oI
holders oI Existing 2013 Notes (the Initial Class 5
(Existing 2013 Notes) Master Ballot)
i Letter oI transmittal relating to the tender oI Existing
2013 Notes (the Initial Letter oI Transmittal Ior Existing
2013 Notes)
i Letter oI transmittal relating to the Tender oI 9.125
Existing 2016 Notes (the Initial Letter oI Transmittal Ior
Case 13-10738 Doc 11 Filed 04/07/13 Page 3 of 47
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9.125 Existing Notes )
i Annex to OIIering Memorandum, Consent Solicitation
Statement and Disclosure Statement Soliciting
Acceptances oI a Prepackaged Plan oI Reorganization Ior
Central European Distribution Corporation and CEDC
Finance Corporation International, Inc., dated February
25, 20122013 (the 'RTL Credit Facility OIIer)
i Class 3A ballot Ior use by holders oI RTL Credit Facility
Claims (the 'Initial Class 3 RTL Credit Facility Ballot)
i Annex to OIIering Memorandum, Consent Solicitation
Statement and Disclosure Statement Soliciting
Acceptances oI a Prepackaged Plan oI Reorganization,
dated February 25, 2013 (the 'RTL Notes OIIer)
i Class 5A ballot Ior use by holders oI RTL Notes (the
'Initial Class 5 (RTL Notes) Ballot)
i Class 5A master ballot Ior use by nominees on behalI oI
holders oI RTL Notes (the Initial Class 5 (RTL Notes)
Master Ballot)
Amended Launch
(March 8, 2013)
i Amended Disclosure Statement
i Class 2A, Class 2B and Class 2C ballot Ior use by
holders oI 9.125 Existing 2016 Notes (the Amended
Class 2 (9.125 Existing 2016 Notes) Ballot)
i Class 2A, Class 2B and Class 2C master ballot Ior use by
nominees on behalI oI holders oI 9.125 Existing 2016
Notes (the Amended Class 2 (9.125 Existing 2016
Notes) Master Ballot)
i Class 2A, Class 2B and Class 2C ballot Ior use by
holders oI 8.875 Existing 2016 Notes (the Amended
Class 2 (8.875 Existing 2016 Notes ) Ballot)
i Class 2A, Class 2B and Class 2C master ballot Ior use by
nominees on behalI oI holders oI 8.875 Existing 2016
Notes (the Amended Class 2 (8.875 Existing 2016
Notes) Master Ballot)
i Class 5A ballot Ior use by holders oI Existing 2013 Notes
(the 'Amended Class 5 (Existing 2013 Notes) Ballot)
i Class 5A master ballot Ior use by nominees on behalI oI
holders oI Existing 2013 Notes (the Amended Class 5
Case 13-10738 Doc 11 Filed 04/07/13 Page 4 of 47
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(Existing 2013 Notes) Master Ballot)
i Letter oI transmittal relating to the tender oI Existing
2013 Notes (the Amended Letter oI Transmittal Ior
Existing 2013 Notes)
i Letter oI transmittal relating to the tender oI 9.125
Existing 2016 Notes (the Amended Letter oI Transmittal
Ior 9.125 Existing Notes)
i Annex to Amended and Restated OIIering Memorandum,
Consent Solicitation Statement and Disclosure Statement
Soliciting Acceptances oI a Prepackaged Plan oI
Reorganization Ior Central European Distribution
Corporation and CEDC Finance Corporation
International, Inc., dated February 25, 20122013 (the
'Amended RTL Credit Facility OIIer)
i Class 3A RTL ballot Ior use by holders oI RTL Credit
Facility Claims (the Amended Class 3 RTL Credit
Facility Ballot)
i Annex to Amended and Restated OIIering Memorandum,
Consent Solicitation Statement and Disclosure Statement
Soliciting Acceptances oI a Prepackaged Plan oI
Reorganization, dated March 8, 2013 (the Amended
RTL Notes OIIer)
i Class 5A ballot Ior use by holders oI RTL Notes (the
'Amended Class 5 (RTL Notes) Ballot)
i Class 5A master ballot Ior use by nominees on behalI oI
holders oI RTL Notes (the Amended Class 5 (RTL
Notes) Master Ballot)
Supplemental Launch
(March 18, 2013)
i Supplement No. 1 to Amended Disclosure Statement
i Class 2A, Class 2B and Class 2C ballot Ior use by
holders oI 9.125 Existing 2016 Notes (the Supplement
No.1 Class 2 (9.125 Existing 2016 Notes) Ballot)
i Class 2A, Class 2B and Class 2C master ballot Ior use by
the nominees on behalI oI holders oI 9.125 Existing
2016 Notes (the Supplement No.1 Class 2 (9.125
Existing 2016 Notes) Master Ballot)
i Class 2A, Class 2B and Class 2C ballot Ior use by
holders oI 8.875 Existing 2016 Notes (the Supplement
No.1 Class 2 (8.875 Existing 2016 Notes ) Ballot)
Case 13-10738 Doc 11 Filed 04/07/13 Page 5 of 47
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i Class 2A, Class 2B and Class 2C master ballot Ior use by
nominees on behalI oI holders oI 8.875 Existing 2016
Notes (the Supplement No.1 Class 2 (8.875 Existing
2016 Notes) Master Ballot)
i Class 5A ballot Ior use by holders oI Existing 2013 Notes
(the Supplement No.1 Class 5 (Existing 2013 Notes)
Ballot)
i Class 5A master ballot Ior use by nominees on behalI oI
holders oI Existing 2013 Notes (the Supplement No. 1
Class 5 (Existing 2013 Notes) Master Ballot)
i Letter oI transmittal relating to the tender oI 9.125
Existing 2016 Notes (the Supplement No.1 Letter oI
Transmittal Ior 9.125 Existing Notes)
i Annex to Supplement No. 1 to the Amended and
Restated OIIering Memorandum, Consent Solicitation
Statement and Disclosure Statement Soliciting
Acceptances oI a Prepackaged Plan oI Reorganization Ior
Central European Distribution Corporation and CEDC
Finance Corporation International, Inc., dated February
25, 20122013 (the Supplement No. 1 RTL Credit
Facility OIIer)
i Class 3A RTL ballot Ior use by holders oI RTL Credit
Facility Claims (the Supplement No. 1 Class 3 RTL
Credit Facility Ballot)
i Annex to Supplement No. 1 to the Amended and
Restated OIIering Memorandum, Consent Solicitation
Statement and Disclosure Statement Soliciting
Acceptances oI a Prepackaged Plan oI Reorganization,
dated March 8, 2013 (the Supplement No. 1 RTL Notes
OIIer)
i Class 5A ballot Ior use by holders oI RTL Notes (the
'Supplement No. 1 Class 5 RTL Notes Ballot)
i Class 5A master ballot Ior use by nominees on behalI oI
holders oI RTL Notes (the Supplement No. 1 Class 5
RTL Notes Master Ballot)
Case 13-10738 Doc 11 Filed 04/07/13 Page 6 of 47
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6. As is typical in the realm oI publicly-traded securities, the identity oI the vast
majority oI underlying beneIicial holders oI the Existing 2013 Notes and Existing 2016 Notes are
concealed by the broker/client relationship. Banks, brokerage houses, and other Iinancial
institutions hold the beneIicial holders` securities in 'street name and serve as the holders`
nominee (each a 'Nominee). ThereIore, to eIIect service oI the Solicitation Materials on the
domestic beneIicial holders oI the Existing 2013 Notes and Existing 2016 Notes, GCG
coordinated with the Nominees as well as Broadridge Financial Services, Inc. ('Broadridge),
which acts as a mailing agent Ior many oI the domestic Nominees. Those Nominees that do not
employ Broadridge as a mailing agent, but rather transmit materials directly to their beneIicial
holder clients are hereinaIter reIerred to as 'Non-Broadridge Nominees.
7. In instances where GCG delivered Solicitation Materials to Broadridge or Non-
Broadridge Nominees, GCG provided them with instructions and suIIicient quantities to
distribute the applicable Solicitation Materials to the beneIicial holders oI the underlying debt
securities.
8. To eIIect service oI the Solicitation Materials on the holders oI the 8.875
Existing 2016 Notes, the trading oI which settles through the European Clearinghouses, GCG
transmitted the Solicitation Materials to the European Clearinghouses by electronic mail with
instructions to launch and announce the Prepackaged Solicitation. As part oI this announcement
process, the European Clearinghouses then provided the Nominees that participate in their
clearing services with a summary oI the Prepackaged Solicitation, directions on how to
download the Solicitation Materials including the Prepackaged Plan and accompanying ballots
and master ballots (which are made available in electronic Iormat), and instructions on how the
Case 13-10738 Doc 11 Filed 04/07/13 Page 7 of 47
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Nominee must electronically submit their beneIicial holder clients` voting instructions through
the European Clearinghouses.
9. During the voting period, GCG promptly complied with all requests Ior additional
or replacement Solicitation Materials.

10. On February 25, 2013 and as part oI the Initial Launch, GCG transmitted a copy
oI the Initial Disclosure Statement by electronic mail to DTC and the European Clearinghouses.
GCG instructed DTC to post the Initial Disclosure Statement to its legal noticing system (known
as 'LENS) and directed the European Clearinghouses to announce the events contained in the
Initial Disclosure Statement to the holders oI the 8.875 Existing 2016 Notes in accordance with
their customary practices and procedures.
11. On February 25, 2013, also as part oI the Initial Launch, GCG transmitted a copy
oI the RTL Notes OIIer by electronic mail to Euroclear and directed Euroclear to announce the
RTL Notes OIIer to the holders oI the RTL Notes in accordance with their customary practices
and procedures
12. Also on February 25, 2013, as part oI the Initial Launch, GCG transmitted a copy
oI the RTL Credit Facility OIIer and the RTL Notes OIIer by electronic mail to counsel Ior
Roust Trading Limited ('RTL).
13. On February 26, 2013, GCG caused an appropriate number oI true and correct
copies oI the Iollowing documents to be delivered by hand to Broadridge together with an
instructional letter directing Broadridge to distribute the documents by Iirst class mail to the
holders oI 9.125 Existing 2016 Notes as oI February 25, 2013, on behalI oI those Nominees Ior
which Broadridge acts as mailing agent:
Case 13-10738 Doc 11 Filed 04/07/13 Page 8 of 47
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i Initial Disclosure Statement
i Initial Class 2 (9.125 Existing 2016 Notes) Ballot
i Initial Letter oI Transmittal Ior 9.125 Existing 2016 Notes.
In addition, GCG caused to be served on Broadridge copies oI the Initial Class 2 (9.125
Existing 2016 Notes) Master Ballot with instructions to Iorward the Initial Class 2 (9.125
Existing 2016 Notes) Master Ballot to Nominees Ior use by the Nominees to tabulate and submit
their beneIicial holder clients` voting instructions.
14. On February 26, 2013, GCG caused an appropriate number oI true and correct
copies oI the Iollowing documents to be delivered by overnight courier to the Non-Broadridge
Nominees together with an instructional letter directing the Non-Broadridge Nominees to
distribute the documents by Iirst class mail to the holders oI 9.125 Existing 2016 Notes as oI
February 25, 2013:
i Initial Disclosure Statement
i Initial Class 2 (9.125 Existing 2016 Notes) Ballot
i Initial Letter oI Transmittal Ior 9.125 Existing 2016 Notes.
In addition, GCG provided the Non-Broadridge Nominees with copies oI the Initial Class 2
(9.125 Existing 2016 Notes) Master Ballot Ior the purpose oI tabulating and submitting their
beneIicial holder clients` voting instructions.
15. On February 26, 2013, GCG caused an appropriate number oI true and correct
copies oI the Iollowing documents to be delivered by hand to Broadridge together with an
instructional letter directing Broadridge to distribute the documents by Iirst class mail to the
holders oI Existing 2013 Notes as oI February 25, 2013, on behalI oI those Nominees Ior which
Broadridge acts as mailing agent:
i Initial Disclosure Statement
Case 13-10738 Doc 11 Filed 04/07/13 Page 9 of 47
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i Initial Class 5 (Existing 2013 Notes) Ballot
i Initial Letter oI Transmittal Ior Existing 2013 Notes.
In addition, GCG caused to be served on Broadridge copies oI the Initial Class 5 (Existing 2013
Notes) Master Ballot with instructions to Iorward the Initial Class 5 (Existing 2013 Notes)
Master Ballot to the Nominees Ior use by the Nominees to tabulate and submit their beneIicial
holder clients` voting instructions.
16. On February 26, 2013, GCG caused an appropriate number oI true and correct
copies oI the Iollowing documents to be delivered by overnight courier to the Non-Broadridge
Nominees together with an instructional letter directing the Non-Broadridge Nominees to
distribute the documents to the holders oI Existing 2013 Notes as oI February 25, 2013:
i Initial Disclosure Statement
i Initial Class 5 (Existing 2013 Notes) Ballot
i Initial Letter oI Transmittal Ior Existing 2013 Notes.
In addition, GCG provided the Non-Broadridge Nominees with copies oI the Initial Class 5
(Existing 2013 Notes) Master Ballot Ior the purpose oI tabulating and submitting their beneIicial
holder clients` voting instructions.
17. On February 27, 2013, GCG caused true and correct copies oI the Iollowing
documents to be delivered by overnight courier to RTL and its counsel:
i RTL Credit Facility OIIer
i Initial Class 3 RTL Credit Facility Ballot
i RTL Notes OIIer
i Initial Class 5 RTL Notes Ballot.
Case 13-10738 Doc 11 Filed 04/07/13 Page 10 of 47
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18. On March 8, 2013 and as part oI the Amended Launch, GCG transmitted a copy
oI the Amended Disclosure Statement by electronic mail to DTC and the European
Clearinghouses. GCG instructed DTC to post the Amended Disclosure Statement to LENS and
directed the European Clearinghouses to announce the events contained in the Amended
Disclosure Statement to the holders oI the 8.875 Existing 2016 Notes in accordance with is
customary practices and procedures.
19. On March 8, 2013, also as part oI the Amended Launch, GCG transmitted a copy
oI the Amended RTL Notes OIIer by electronic mail to Euroclear and directed Euroclear to
announce the Amended RTL Notes OIIer to the holders oI the RTL Notes in accordance with
their customary practices and procedures.
20. On March 8, 2013, GCG caused true and correct copies oI the Iollowing
documents to be delivered by email to counsel Ior RTL and by overnight courier to RTL and its
counsel:
i Amended RTL Credit Facility OIIer
i Amended Class 3 RTL Credit Facility Ballot
i Amended RTL Notes OIIer
i Amended Class 5 RTL Notes Ballot.
21. On March 11, 2013, GCG caused an appropriate number oI true and correct
copies oI the Iollowing documents to be delivered by hand to Broadridge together with an
instructional letter directing Broadridge to distribute the documents by overnight courier to the
holders oI 9.125 Existing 2016 Notes as oI March 4, 2013, on behalI oI those the Nominees Ior
which Broadridge acts as mailing agent:
Case 13-10738 Doc 11 Filed 04/07/13 Page 11 of 47
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i Amended Disclosure Statement
i Amended Class 2 (9.125 Existing 2016 Notes) Ballot
i Amended Letter oI Transmittal Ior 9.125 Existing 2016 Notes.
In addition, GCG caused to be served on Broadridge copies oI the Amended Class 2 (9.125
Existing 2016 Notes) Master Ballot with instructions to Iorward the Amended Class 2 (9.125
Existing Notes) Master Ballot to the Nominees Ior use by the Nominees to tabulate and submit
their beneIicial holder clients` voting instructions.
22. On March 11, 2013, GCG caused an appropriate number oI true and correct
copies oI the Iollowing documents to be delivered by overnight courier to the Non-Broadridge
Nominees together with an instructional letter directing the Non-Broadridge Nominees to
distribute the documents by overnight courier to the holders oI 9.125 Existing 2016 Notes as oI
March 4, 2013:
i Amended Disclosure Statement
i Amended Class 2 (9.125 Existing 2016 Notes) Ballot
i Amended Letter oI Transmittal Ior 9.125 Existing 2016 Notes.
In addition, GCG provided the Non-Broadridge Nominees with copies oI the Amended Class 2
(9.125 Existing 2016 Notes) Master Ballot Ior the purpose oI tabulating and submitting their
beneIicial holder clients` voting instructions.
23. On March 11, 2013, GCG caused an appropriate number oI true and correct
copies oI the Iollowing documents to be delivered by hand to Broadridge together with an
instructional letter directing Broadridge to distribute the documents by overnight courier to the
holders oI Existing 2013 Notes as oI March 4, 2013, on behalI oI those Nominees Ior which
Broadridge acts as mailing agent:
Case 13-10738 Doc 11 Filed 04/07/13 Page 12 of 47
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i Amended Disclosure Statement
i Amended Class 5 (Existing 2013 Notes) Ballot
i Amended Letter oI Transmittal Ior Existing 2013 Notes.
In addition, GCG caused to be served on Broadridge copies oI the Amended Class 5 (Existing
2013 Notes) Master Ballot with instructions to Iorward the Amended Class 5 (Existing 2013
Notes) Master Ballot to the Nominees Ior use by the Nominees to tabulate and submit their
beneIicial holder clients` voting instructions.
24. On March 11, 2013, GCG caused an appropriate number oI true and correct
copies oI the Iollowing documents to be delivered by overnight courier to the Non-Broadridge
Nominees together with an instructional letter directing the Non-Broadridge Nominees to
distribute the documents to the holders oI Existing 2013 Notes as oI March 4, 2013:
i Amended Disclosure Statement
i Amended Class 5 (Existing 2013 Notes) Ballot
i Amended Letter oI Transmittal Ior Existing 2013 Notes.
In addition, GCG provided the Non-Broadridge Nominees with copies oI the Amended Class 5
(Existing 2013 Notes) Master Ballot Ior the purpose oI tabulating and submitting their beneIicial
holder clients` voting instructions.
25. On March 11, 2013, GCG caused an appropriate number oI true and correct
copies oI the Amended Disclosure Statement to be delivered by overnight courier to certain
beneIicial owners oI the 9.125 Existing 2016 and the Existing 2013 Notes, who had given
permission to their broker or Iinancial intermediary to release their name and address to the
companies in which they have bought securities (known as 'NOBOs), as oI February 6, 2013.
GCG included a cover letter with the Amended Disclosure Statement advising recipients that iI
Case 13-10738 Doc 11 Filed 04/07/13 Page 13 of 47
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they were interested in participating in the transactions described therein to contact their
Nominee.

26. To provide voting parties with as much time to cast a vote on the Prepackaged
Plan, GCG conducted a two-Iold service oI the Solicitation Materials in connection with the
Supplemental Launch. The Iirst mailing was sent to parties who held the Existing 2013 Notes
and Existing 2016 Notes as oI the March 4, 2013 record date to ensure that the holders oI the
Existing 2016 Notes would receive the Solicitation Materials as soon as possible. The second
mailing was sent to parties who held the Existing 2013 Notes and Existing 2016 Notes as oI the
March 21, 2013 record date (the 'Voting Record Date).
27. On March 18, 2013 and as part oI the Supplemental Launch, GCG transmitted a
copy oI the Supplement No. 1 to Amended Disclosure Statement by electronic mail to DTC and
the European Clearinghouses. GCG instructed DTC to post the Supplement No. 1 to Amended
Disclosure Statement to LENS and directed the European Clearinghouses to announce the events
contained in Supplement No. 1 to Amended Disclosure Statement to the holders oI the 8.875
Existing 2016 Notes in accordance with is customary procedures.
28. On March 18, 2013, GCG caused an appropriate number oI true and correct
copies oI Supplement No. 1 to Amended Disclosure Statement to be delivered by overnight
courier to the NOBOs oI the 9.125 Existing 2016 and the Existing 2013 Notes, as oI February
6, 2013. GCG included a cover letter with Supplement No. 1 to Amended Disclosure Statement
advising recipients that iI they were interested in participating in the transactions described
therein to contact their broker or Iinancial intermediary.
Case 13-10738 Doc 11 Filed 04/07/13 Page 14 of 47
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29. On March 18, 2013, also as part oI the Supplemental Launch, GCG transmitted a
copy oI the Supplement No. 1 RTL Notes OIIer by electronic mail to Euroclear and directed
Euroclear to announce the Supplement No. 1 RTL Notes OIIer to the holders oI the RTL Notes
in accordance with their customary practices and procedures.
30. On March 19, 2013, GCG caused true and correct copies oI the Iollowing
documents to be delivered by email to counsel Ior RTL and by overnight courier to RTL and its
counsel:
i Supplement No. 1 RTL Credit Facility OIIer
i Supplement No. 1 Class 3 RTL Credit Facility Ballot
i Supplement No. 1 RTL Notes OIIer
i Supplement No. 1 Class 5 RTL Notes Ballot.
31. On March 20, 2013 and again on March 26, 2013, GCG caused an appropriate
number oI true and correct copies oI the Iollowing documents to be delivered by hand to
Broadridge together with an instructional letter directing Broadridge to distribute the documents
by overnight courier to the holders oI 9.125 Existing 2016 Notes 2016 as oI March 4, 2013 and
March 21, 2013, respectively, on behalI oI those Nominees Ior which Broadridge acts as mailing
agent:
i Supplement No. 1 to Amended Disclosure Statement
i Supplemental Class 2 (9.125 Existing 2016 Notes) Ballot
i Supplemental Letter oI Transmittal Ior 9.125 Existing 2016 Notes.
In addition, GCG caused Broadridge to be served with copies oI the Supplemental Class 2
(9.125 Existing 2016 Notes) Master Ballot with instructions to Iorwarding the Supplemental
Class 2 (9.125 Existing 2016 Notes) Master Ballot to the Nominees Ior use by the Nominees to
tabulate and submit their beneIicial holder clients` voting instructions.
Case 13-10738 Doc 11 Filed 04/07/13 Page 15 of 47
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32. On March 20, 2013 and again on March 26, 2013, GCG caused an appropriate
number oI true and correct copies oI the Iollowing documents to be delivered by overnight
courier to the Non-Broadridge Nominees together with an instructional letter directing the Non-
Broadridge Nominees to distribute the documents by overnight courier to the holders oI 9.125
Existing 2016 Notes as oI March 4, 2013 and March 21, 2013, respectively:
i Supplement No. 1 to Amended Disclosure Statement
i Supplemental Class 2 (9.125 Existing 2016 Notes) Ballot
i Supplemental Letter oI Transmittal Ior 9.125 Existing 2016 Notes.
In addition, GCG provided the Non-Broadridge Nominees with copies oI the Supplemental Class
2 (9.125 Existing 2016 Notes) Master Ballot Ior the purpose oI tabulating and submitting their
beneIicial holder clients` voting instructions.
33. On March 20, 2013 and again on March 26, 2013, GCG caused an appropriate
number oI true and correct copies oI the Iollowing documents to be delivered by hand to
Broadridge together with an instructional letter directing Broadridge to distribute the documents
by overnight courier to the holders oI Existing 2013 Notes as oI March 4, 2013 and March 21,
2013, respectively, on behalI oI those Nominees Ior which Broadridge acts as mailing agent:
i Supplement No. 1 to Amended Disclosure Statement
i Supplemental Class 5 (Existing 2013 Notes) Ballot
i Supplemental Letter oI Transmittal Ior Existing 2013 Notes.
In addition, GCG caused to be served on Broadridge copies oI the Supplemental Class 5
(Existing 2013 Notes) Master Ballot with instructions to Iorward the Supplemental Class 5
(Existing 2013 Notes) Master Ballot to the Nominees Ior use by the Nominees to tabulate and
submit their beneIicial holder clients` voting instructions.
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34. On March 20, 2013 and again on March 26, 2013, GCG caused an appropriate
number oI true and correct copies oI the Iollowing documents to be delivered by overnight
courier to the Non-Broadridge Nominees together with an instructional letter directing the Non-
Broadridge Nominees to distribute the documents to the holders oI Existing 2013 Notes as oI
March 4, 2013 and March 21, 2013, respectively:
i Supplement No. 1 to Amended Disclosure Statement
i Supplemental Class 5 (Existing 2013 Notes) Ballot
i Supplemental Letter oI Transmittal Ior Existing 2013 Notes.
In addition, GCG provided the Non-Broadridge Nominees with copies oI the Supplemental Class
5 (Existing 2013 Notes) Master Ballot Ior the purpose oI tabulating and submitting their
beneIicial holder clients` voting instructions.
35. During the voting period, GCG promptly complied with all requests Ior additional
or replacement solicitation materials and/or ballots.
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36. As described in the Prepackaged Plan, Holders oI Class 2 Claims, Class 3 Claims
and Class 5 Claims (together, the 'Voting Parties) were entitled to vote on the Prepackaged
Plan. As part oI the Supplemental Launch, the Debtors established March 21, 2013 as the
Voting Record Date Ior determining the Holders oI Claims in Classes 2, 3 and 5 who were
entitled to vote on the Prepackaged Plan.
37. Domestic beneIicial holders were directed to relay their voting instructions to the
Nominees holding the applicable security 'in street name on their behalI. BeneIicial holders
were given the option oI transmitting their vote to their Nominee through a beneIicial ballot or
other customary means oI communication. The Nominees were directed to compile the votes
received by the underlying beneIicial holders on a Master Ballot. BeneIicial holders were
Case 13-10738 Doc 11 Filed 04/07/13 Page 17 of 47
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instructed to return their ballot (or otherwise communicate their vote) to their Nominee with
suIIicient time to permit the Master Ballot to be returned beIore the Voting Deadline.
38. BeneIicial holders in Europe were directed to provide their voting instructions to
their Nominees, who in turn electronically transmitted those voting instructions to the European
Clearinghouses. The European Clearinghouses then transmitted the voting results via SWIFT
4
or
Iacsimile to the Debtors` exchange agent, Global Bondholder Services Corporation ('GBSC),
which in turn Iorwarded the voting reports to GCG.
39. Pursuant to the instructions in Supplement No. 1 to Amended Disclosure
Statement and ballots, Voting Parties were directed to return their ballots to GCG using one oI
the Iour (4) Iollowing methods:
1) By Mail:
CEDC Case Administration
c/o GCG, Inc.
P.O. Box 9968
Dublin, OH 43017-5968
2) By Hand Delivery or Overnight Courier:
CEDC Case Administration
c/o GCG
5151 Blazer Parkway
Suite A
Dublin, OH 43017
3) By Email:
CEDCoIIeringgcginc.com
4) By Facsimile:
(614) 553-1327
4
SWIFT is the acronym Ior 'Society Ior Worldwide Interbank Financial Telecommunications, which provides a
network that enables Iinancial institutions worldwide to exchange inIormation securely.
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40. For all Voting Parties, Supplement No. 1 to Amended Disclosure Statement
established April 4, 2013 at 5:00 PM (New York City time) as the deadline Ior Nominees to
submit Master Ballots.
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41. Upon GCG`s receipt oI a Master Ballot by mail or overnight courier, GCG
personnel opened the envelope containing the ballot and stamped it with the date and time
received. For Master Ballots received by e-mail or Iacsimile, GCG marked those ballots with the
date and time the e-mail or Iacsimile was received Irom the sender. GCG personnel then
scanned the ballot into GCG`s system and assigned it a sequential number (the 'Sequence
Number).
42. GCG personnel then entered into a computer database, reserved exclusively Ior
recording votes in these cases, all pertinent inIormation Irom the ballot, including the date oI
receipt, Sequence Number, voting dollar amount, acceptance or rejection oI the Plan, the opt-out
election, and the 'Cash or 'New Notes election.
5
43. Votes in Class 2A, Class 2B and Class 2C (9.125 Existing 2016 Notes) were
tabulated in the amount as set Iorth on the respective Supplemental Class 2 (9.125 Existing
2016 Notes) Master Ballots.
44. Votes in Class 2A, Class 2B and 2C (8.875 Existing 2016 Notes) were tabulated
in the amount as set Iorth in the reports submitted by the European Clearinghouses.
45. Votes in Class 3 (RTL Credit Facility Claims) were tabulated in the amount set
Iorth on the Supplemental No. 1 Class 3 RTL Credit Facility Ballot.
5
A description oI the terms oI the 'Cash and 'New Notes election can be Iound in the Amended Disclosure
Statement and in Supplement No. 1 to the Amended Disclosure Statement.
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46. Votes in Class 5 (Existing 2013 Notes) were tabulated in the amount set Iorth on
the respective Supplement No. 1 Class 5 (Existing 2013 Notes) Master Ballots.
47. Votes in Class 5 (RTL Notes) were tabulated in the amount set Iorth on the report
submitted by Euroclear.
48. In accordance with the instructions in the Amended Disclosure Statement,
Supplement No. 1 to the Amended Disclosure Statement, and the ballots, the Iollowing ballots
were not to be counted or considered Ior any purpose in determining whether the Prepackaged
Plan has been accepted or rejected:
(a) any Ballot that was properly completed, executed, and timely returned to
the Debtors but did not or does not indicate an acceptance or rejection oI
the Plan, or that indicates both an acceptance and rejection oI the Plan,
(b) any Ballot that was received aIter the Voting Deadline unless the Debtors
agreed to extend the Voting Deadline with respect to such ballot;
(c) any Ballot that was not signed or was submitted by a person or entity that
that is not a Nominee oI a beneIicial holder that holds a Claim in a Class
that is entitled to vote to accept or reject the Plan;
(d) any Ballot that was illegible or contained insuIIicient inIormation to
permit identiIication oI the claimant.
49. GCG is in possession oI the ballots received, and these ballots are available Ior
review during GCG`s regular business hours at 5151 Blazer Parkway Suite A, Dublin, Ohio
43017.
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50. The results oI the tabulation oI Master Ballots and reports submitted by the
European Clearinghouses are set Iorth below:

Number oI Votes/
Percentage oI
Number oI Votes
Dollar Amount Voted/
Percentage oI Total
Dollar Amount Voted
Number oI Votes/
Percentage oI
Number oI Votes
Dollar Amount Voted/
Percentage oI Total
Dollar Amount Voted
2
353
(97.25)
$859,397,362
(97.31)
10
(2.75)
$23,731,698
(2.69)
3
1
(100)
$50,000,000
(100)
0
(0)
0
(0)
5
124
(99.19)
$263,218,000
(99.99)
1
(.81)
$20,000
(.01)
51. The amounts set Iorth in the table above Ior Class 2 (Existing 2016 Notes)
combine the principal amounts voted Ior the 9.125 Existing 2016 Notes (in U.S. dollars) and
the 8.875 Existing 2016 Notes (converted to U.S. dollars Irom Euros based on an exchange
rate oI 1.2847, which was the exchange rate as oI 4:30 p.m. (EST), April 3, 2013 (per Bloomberg
L.P.).
52. Exhibit A attached hereto sets Iorth a detailed accounting oI the aIoresaid
tabulations.
53. Exhibit B attached hereto sets Iorth invalid Ballots. In connection therewith, the
Iollowing entries under 'Reasons Ior Invalid Status have the Iollowing meanings:
(a) 'BeneIicial Ballot means the Voting Party submitted its Class 2 or Class 5
Note Ballot directly to GCG rather than to its Nominee Ior tabulation on a
Class 2 or Class 5 Master Note Ballot, as applicable;
(b) 'Duplicate means that a Voting Party cast simultaneous Ballots on account
oI the same claim;
Case 13-10738 Doc 11 Filed 04/07/13 Page 21 of 47
22
(c) 'No Vote means the Voting Party Iailed to indicate acceptance or rejection oI
the Prepackaged Plan or indicated both acceptance and rejection oI the
Prepackaged Plan;
(d) 'Not Signed means that the Voting Party Iailed to sign the applicable Ballot
or Master Ballot;
(e) 'Prior Ballot Form means that the Voting Party used a Iorm oI a Ballot or
Master Ballot that was not included as part oI the Supplemental Launch, but
rather was a previous Iorm Irom the Initial Launch or Amended Launch; and
(I) 'Superseded means that the ballot or Master Ballot was superseded by a later
Ballot or Master Ballot case by the same Voting Party on account oI the same
claim.
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54. --- -- Each Voting Party was provided an opportunity to elect
not to grant the releases set Iorth in Article IX.C oI the Prepackaged Plan. Voting Parties that
submitted a valid ballot without the 'Opt Out oI the Release election box checked were deemed
to consent to the grant oI the aIoresaid releases.
i 67 oI 147 Class 2 (Existing 9.125 Existing 2016) Voting Parties, as reIlected on
valid Class 2 Master Note Ballots, elected not to grant the releases.
i 112 oI 216 Class 2 (8.875 Existing 2016 Notes) Voting Parties, as reIlected on
reports transmitted by Euroclear or Clearstream, elected not to grant the releases.
i 0 oI 1 Class 3 (RTL Credit Facility) Voting Parties, as reIlected on valid Class 3
Ballots, elected not to grant the releases.
i 10 oI 24 Class 5 (Existing 2013 Notes) Voting Parties, as reIlected on valid Class
5 Master Note Ballots, elected not to grant the releases.
i 0 oI 1 Class 5 (RTL Notes) Voting Parties, as reIlected on a report transmitted by
Euroclear, elected not to grant the releases.
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55. In accordance with 28 U.S.C. 1746, I declare under penalty oI perjury that the
Ioregoing is true and correct to the best oI my knowledge and belieI.
Dated: April 7, 2013 /s/ Craig E. Johnson
Craig E. Johnson
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